ARTICLE IIAgreement to be Bound; GuaranteeSECTION 2.1 Agreement to be Bound. The Guarantor hereby becomes a party to theIndenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to allof the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Guarantoragrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantorand to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.SECTION 2.2 Guarantee. The Guarantor hereby unconditionally guarantees, jointly andseverally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee,the full and punctual payment when due, whether at maturity, by acceleration, by redemption orotherwise, of the Obligations pursuant to Article XI of the Indenture on a seniorsubordinated basis. Each Subsidiary Guarantee will be subordinated to the prior payment in full ofall Guarantor Senior Indebtedness as provided in Article XII of the Indenture. EachSubsidiary Guarantee will rank equally with all other Guarantor Senior Subordinated Indebtedness ofthat Subsidiary Guarantor and will be senior in right of payment to all future GuarantorSubordinated Obligations of that Guarantor. The Subsidiary Guarantees will be effectivelysubordinated to any secured Indebtedness of the applicable Guarantor to the extent of the value ofthe assets securing such Indebtedness.ARTICLE IIIMiscellaneousSECTION 3.1 Notices. All notices and other communications pertaining to thisGuarantee or any Security shall be in writing and shall be deemed to have been duly given upon thereceipt thereof. Such notices shall be delivered by hand, or mailed, certified or registered mailwith postage prepaid (a) if to the Guarantor, at its address set forth below, with a copy to theCompany as provided in the Indenture for notices to the Company, and (b) if to the Holders or theTrustee, as provided in the Indenture. The Guarantor by notice to the Trustee may designateadditional or different addresses for subsequent notices to or communications with the Guarantor.SECTION 3.2 Parties. Nothing expressed or mentioned in this Guarantee is intended orshall be construed to give any Person, firm or corporation, other than the Holders and the Trusteeand the holders of any Guarantor Senior Indebtedness, any legal or equitable right, remedy or claimunder or in respect of this Guarantee or any provision herein contained.SECTION 3.3 Governing Law. This Agreement shall be governed by the laws of the Stateof New York.SECTION 3.4 Severability Clause. In case any provision in this Guarantee shall beinvalid, illegal or unenforceable, the validity, legality and enforceability of the remainingprovisions shall not in any way be affected or impaired thereby and such provision shall beineffective only to the extent of such invalidity, illegality or unenforceability.SECTION 3.5 Entire Agreement. This Guarantee is intended by the parties to be afinal expression of their agreement in respect of the subject matter contained herein and, togetherwith the Indenture, supersedes all prior agreements and understandings between the parties withrespect to such subject matter.
 

 
SECTION 3.6 Ratification of Indenture; Supplemental Indentures Part of Indenture.Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and allthe terms, conditions and provisions thereof shall remain in full force and effect. ThisSupplemental Indenture shall form a part of the Indenture for all purposes, and every holder ofSecurities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trusteemakes no representation or warranty as to the validity or sufficiency of this SupplementalIndenture.SECTION 3.7 Counterparts. The parties hereto may sign one or more copies of thisSupplemental Indenture in counterparts, all of which together shall constitute one and the sameagreement.SECTION 3.8 Headings. The headings of the Articles and the sections in thisGuarantee are for convenience of reference only and shall not be deemed to alter or affect themeaning or interpretation of any provisions hereof.
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted as of the date first above written.      **GUARANTOR**