exv10w8






Exhibit 10.8




SUBSIDIARY GUARANTY AGREEMENT




     THIS SUBSIDIARY GUARANTY AGREEMENT dated as of June 16, 2010 (this “Guaranty”), by
each of the Subsidiaries signatory hereto and the other Persons from time to time party hereto
pursuant to the execution and delivery of a Supplement to this Guaranty in the form of Annex 1
hereto (each of such Subsidiaries and each other such Person referred to herein as a
“Guarantor” and collectively, the “Guarantors”) of Fortegra Financial Corporation,
a Georgia corporation (“Fortegra”) and LOTS Intermediate Co., a Delaware corporation
(together with Fortegra, each a “Borrower” and collectively the “Borrowers”), in
favor of the Administrative Agent (as defined below) and each of the Guarantied Parties (as defined
below).



     Reference is made to that certain Revolving Credit Agreement dated as of June 16, 2010 (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrowers, the lenders from time to time party thereto (the
“Lenders”) and SunTrust Bank, as administrative agent for the Lenders (in such capacity,
the “Administrative Agent”). Capitalized terms used herein and not defined herein shall
have the meanings assigned to such terms in the Credit Agreement.



     The Lenders have agreed to make Loans to the Borrowers, pursuant to, and upon the terms and
subject to the conditions specified in, the Credit Agreement, and certain Lenders and certain
Affiliates of those Lenders (such Affiliates, together with the Lenders, the “Guarantied
Parties”) are owed Hedging Obligations by certain Loan Parties. Each of the Guarantors is a
direct or indirect domestic Subsidiary of the Borrowers and acknowledges that it will derive
substantial benefit from the making of the Loans by the Lenders. The obligations of the Lenders to
make Loans are conditioned on, among other things, the execution and delivery by the Guarantors of
this Subsidiary Guaranty Agreement. As consideration therefor and in order to induce the Lenders to
make Loans, the Guarantors are willing to execute this Subsidiary Guaranty Agreement.



     Accordingly, the parties hereto agree as follows:



     SECTION 1. Guarantee. Each Guarantor unconditionally guarantees, jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety, the following
(referred to herein as the “Guarantied Obligations”) the due and punctual payment of the
Obligations or any obligation of a Guarantor hereunder in accordance with the terms of Section 10.3
of the Credit Agreement. Each Guarantor further agrees that the Guarantied Obligations may be
extended or renewed, in whole or in part, without notice to or further assent from it, and that it
will remain bound upon its guarantee notwithstanding any extension or renewal of any Guarantied
Obligation.



     SECTION 2. Obligations Not Waived. To the fullest extent permitted by applicable
law, each Guarantor waives presentment to, demand of payment from and protest to the Borrowers of
any of the Guarantied Obligations, and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent



 









 




permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by
(a) the failure of the Administrative Agent or any Guarantied Party to assert any claim or demand
or to enforce or exercise any right or remedy against the Borrowers or any other Guarantor under
the provisions of the Credit Agreement, any other Loan Document or otherwise, (b) any rescission,
waiver, amendment or modification of, or any release from any of the terms or provisions of, this
Agreement, the Credit Agreement any other Loan Document, any Guaranty or any other agreement,
including with respect to any other Guarantor under this Agreement, or (c) the failure to perfect
any security interest in, or the release of, any of the security held by or on behalf of the
Administrative Agent or any Guarantied Party.




     Each of the Guarantors authorizes the Administrative Agent and each of the other Guarantied
Parties to (a) take and hold additional security for payment of the Guarantied Obligations and
exchange, enforce, waive and release any security, (b) apply security and direct the order or
manner of sale thereof as they in their sole discretion may determine and (c) release or substitute
any one or more endorsees, other Guarantors or other obligors.



     SECTION 3. Guarantee of Payment. Until such time as the Guarantied Obligations are
terminated in accordance with Section 9 hereof, each Guarantor agrees that its guarantee is an
absolute, unconditional and continuing guaranty of the payment and performance of the Guarantied
Obligations and further agrees that its guarantee constitutes a guarantee of payment when due and
not of collection, and waives any right to require that any resort be had by the Administrative
Agent or any Guarantied Party to any of the security held for payment of the Guarantied Obligations
or to any balance of any deposit account or credit on the books of the Administrative Agent or any
Guarantied Party in favor of the Borrowers or any other person.



     SECTION 4. No Discharge or Diminishment of Guarantee. The obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason (other than the payment in full in cash of the Guarantied Obligations), including
any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied
Obligations, and shall not be subject to any defense or setoff, counterclaim (other than a defense
of payment in full in cash or performance), recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of the Guarantied Obligations or otherwise. Without
limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be
discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any
Guarantied Party to assert any claim or demand or to enforce any remedy under the Credit Agreement
or any other Loan Document, (ii) any extensions, compromise, refinancing, consolidation or renewals
of any Guarantied Obligation, (iii) any change in the time, place or manner of payment of any of
the Guarantied Obligations or any rescissions, waivers, compromise, refinancing, consolidation or
other amendments or modifications of any of the terms or provisions of the Credit Agreement or the
other Loan Documents or any other agreement evidencing, securing or otherwise executed in
connection with any of the Guarantied Obligations, (iv) any default, failure or delay,
willful or otherwise, in the performance of the Guarantied Obligations, (v) the addition,



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substitution or release of any entity or other Person primarily or secondarily liable for any
Guarantied Obligation, (vi) the adequacy of any rights which the Administrative Agent or any
Secured Creditor may have against any collateral security or other means of obtaining repayment of
any of the Guarantied Obligations, (vii) the impairment of any collateral securing any of the
Guarantied Obligations, including without limitation the failure to perfect or preserve any rights
which the Administrative Agent or any Secured Creditor might have in such collateral security or
the substitution, exchange, surrender, release, loss or destruction of any such collateral
security, or (viii ) to the maximum extent permitted by applicable law, any other act or omission
that may or might in any manner or to the extent vary the risk of any Guarantor or that would
otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the
payment in full in cash of all the Guarantied Obligations). To the fullest extent permitted by
law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of (A)
any “one action” or “anti-deficiency” law, which would otherwise prevent the Administrative Agent
or any Secured Creditor from bringing any action, including any claim for a deficiency, or
exercising any other right or remedy (including any right of set-off), against such Guarantor
before or after the Administrative Agent’s or such Secured Creditor’s commencement or completion of
any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or (B) any
other law which in any other way would otherwise require any election of remedies by the
Administrative Agent or any Secured Creditor.




     SECTION 5. Defenses of Borrowers Waived. To the fullest extent permitted by
applicable law, each Guarantor waives any defense based on or arising out of any defense of either
of the Borrowers or the unenforceability of the Guarantied Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of either of the Borrowers, other than the
final payment in full in cash of the Guarantied Obligations. The Administrative Agent and the
Guarantied Parties may, at their election, foreclose on any security held by one or more of them by
one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Guarantied Obligations, make any other
accommodation with the Borrowers or any other guarantor, without affecting or impairing in any way
the liability of any Guarantor hereunder except to the extent the Guarantied Obligations have been
fully and finally paid in cash. Pursuant to applicable law, each Guarantor waives any defense
arising out of any such election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such
Guarantor against the Borrowers or any other Guarantor or guarantor, as the case may be, or any
security.



     SECTION 6. Agreement to Pay; Subordination. In furtherance of the foregoing and not
in limitation of any other right that the Administrative Agent or any Guarantied Party has at law
or in equity against any Guarantor by virtue hereof, upon the failure of either of the Borrowers or
any other Loan Party to pay any Guarantied Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor
hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for the
benefit of the Guarantied Parties in cash the amount of such unpaid Guarantied Obligations. Upon payment by any



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Guarantor of any
sums to the Administrative Agent, all rights of such Guarantor against the Borrowers arising as a
result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise
shall in all respects be subordinate and junior in right of payment to the prior payment in full in
cash of all the Guarantied Obligations. In addition, any indebtedness of either of the Borrowers
now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior
payment in full in cash of the Guarantied Obligations. If any amount shall erroneously be paid to
any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar
right or (ii) any such indebtedness of either of the Borrowers, such amount shall be held in trust
for the benefit of the Administrative Agent and the Guarantied Parties and shall forthwith be paid
to the Administrative Agent to be credited against the payment of the Guarantied Obligations,
whether matured or unmatured, in accordance with the terms of the Loan Documents.




     SECTION 7. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of each of the Borrower’s financial conditions and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guarantied Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that
none of the Administrative Agent or the Guarantied Parties will have any duty to advise any of the
Guarantors of information known to it or any of them regarding such circumstances or risks.



     SECTION 8. Representations and Warranties. Each Guarantor represents and warrants as
to itself that all representations and warranties relating to it (as a Subsidiary of the Borrowers)
contained in the Credit Agreement are true and correct all as if such representations and
warranties are set forth herein in full.



     SECTION 9. Termination. (a) The guarantees made hereunder (i) shall automatically
terminate when all the non-contingent Guarantied Obligations have been paid in full in cash and the
Guarantied Parties have no further commitment to lend under the Credit Agreement, and (ii) shall
continue to be effective or be reinstated, as the case may be, if and to the extent that (x) any
payment, or any part thereof, of any Guarantied Obligation is rescinded or must otherwise be
restored by any Guarantied Party or any Guarantor upon the bankruptcy or reorganization of either
of the Borrowers, any Guarantor or otherwise and/or (y) any claim is made with respect to any
Guarantied Obligations comprised of indemnification, expense reimbursement, tax gross-up or yield
protection.



          (b) A Guarantor shall automatically be released from its obligations hereunder upon the
consummation of any transaction permitted by the Credit Agreement as a result of which such
Guarantor ceases to be a Subsidiary.




          (c) In connection with the foregoing clauses (a) and (b), the Administrative Agent shall
execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any
documents or instruments which such Guarantor shall reasonably request to evidence such termination
or release.







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     SECTION 10. Binding Effect; Several Agreement; Assignments. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements by or on behalf of
any of the parties hereto that are contained in this Agreement shall bind and inure to the benefit
of each party hereto and their respective successors and assigns. This Agreement shall become
effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall
have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed
on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the
Administrative Agent and their respective successors and assigns, and shall inure to the benefit of
such Guarantor, the Administrative Agent and the Guarantied Parties, and their respective
successors and assigns, except that no Guarantor shall have the right to assign its rights or
obligations hereunder or any interest herein (and any such attempted assignment shall be void).



     SECTION 11. Waivers; Amendment. (a) No failure or delay of the Administrative Agent
in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and powers of the Administrative Agent hereunder and of the
Guarantied Parties under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by any Guarantor therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) below, and then such waiver and consent shall be effective only
in the specific instance and for the purpose for which given. No notice or demand on any Guarantor
in any case shall entitle such Guarantor to any other or further notice in similar or other
circumstances.



     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to a written agreement entered into between the Guarantors (subject to the immediately
following sentence) with respect to which such waiver, amendment or modification relates and the
Administrative Agent, with the prior written consent of the Required Lenders (except as otherwise
provided in the Credit Agreement). This Agreement shall be construed as a separate agreement with
respect to each Guarantor and may be amended, modified, supplemented, waived or released with
respect to any Guarantor without the approval of any other Guarantor and without affecting the
obligations of any other Guarantor hereunder.



     SECTION 12. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 13. Notices. All communications and notices hereunder shall be in writing
and given as provided in Section 10.1 of the Credit Agreement. All communications and notices
hereunder to each Guarantor shall be given to it at the address specified for the Borrowers as set
forth in Section 10.1 of the Credit Agreement.



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     SECTION 14. Survival of Agreement; Severability. (a) All covenants, agreements
representations and warranties made by or on behalf of the Guarantors herein, in the Credit
Agreement, in the other Loan Documents and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement, the Credit Agreement or the other Loan
Documents shall be considered to have been relied upon by the Administrative Agent and the
Guarantied Parties and shall survive the making by the Lenders of the Loans regardless of any
investigation made by any of them or on their behalf, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any other fee or amount payable
under this Agreement, the Credit Agreement or any other Loan Document is outstanding and unpaid and
as long as the Revolving Commitments have not been terminated.



     (b) In the event one or more of the provisions contained in this Agreement or in any other
Loan Document should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and therein shall not in
any way be affected or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.



     SECTION 15. Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall constitute a single
contract (subject to Section 10), and shall become effective as provided in Section 10. Delivery of
an executed signature page to this Agreement by facsimile transmission or by email, in pdf format,
shall be as effective as delivery of a manually executed counterpart of this Agreement.



     SECTION 16. Rules of Interpretation. The rules of interpretation specified in
Section 1.3 of the Credit Agreement shall be applicable to this Agreement.



     SECTION 17. Jurisdiction; Consent to Service of Process. (a) Each Guarantor hereby
irrevocably and unconditionally submits, for itself and its property, to the non-exclusive
jurisdiction of the United States District Court of the Southern District of New York and of any
state court of the State of New York located in New York County and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan
Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York state court or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent or any Guarantied Party may otherwise have to bring any action or proceeding
relating to this Agreement, the Credit Agreement or the other Loan Documents against any Guarantor
or its properties in the courts of any jurisdiction.



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     Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any New York State or Federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.



     Each party to this Agreement irrevocably consents to service of process in the manner provided
for notices in Section 13. Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.



     SECTION 18. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE
CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.



     SECTION 19. Additional Guarantors. Upon execution and delivery after the date hereof
by the Administrative Agent and a Subsidiary of the Borrowers of an instrument in the form of Annex
1, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if
originally named as a Guarantor herein. The execution and delivery of any instrument adding an
additional Guarantor as a party to this Agreement shall not require the consent of any other
Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full
force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.



     SECTION 20. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Guarantied Party is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other Indebtedness at any time owing by
such Guarantied Party to or for the credit or the account of any Guarantor against any or all the
obligations of such Guarantor now or hereafter existing under this Agreement and the other Loan
Documents held by such Guarantied Party, irrespective of whether or not such Person shall have made
any demand under this Agreement or any other Loan Document and although such obligations may be
unmatured. Each Guarantied Party agrees to promptly notify the Administrative Agent and the
Borrowers after any such set-off and any application made by such Guarantied



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Party; provided, that the failure to give notice shall not affect the validity of such
set-off and application. The rights of each Guarantied Party under this Section 20 are in addition
to other rights and remedies (including other rights of setoff) which such Guarantied Party may
have.




     SECTION 21. It is the intent of each Guarantor, the Administrative Agent and the Guarantied
Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not
exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor
hereunder (or any other obligations of such Guarantor to the Administrative Agent and the
Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a
result of any Requirement of Laws, including without limitation, (a) Section 548 of the Bankruptcy
Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such
Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Requirements
of Law under which the possible avoidance or unenforceability of the obligations of such Guarantor
hereunder (or any other obligations of such Guarantor to the Administrative Agent and the
Guarantied Parties) shall be determined in any such Proceeding are referred to as the
“Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor
hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum
Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that
amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred
under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any
other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be
subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve
the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent
that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under
the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under
this Section as against the Administrative Agent and the Guarantied Parties that would not
otherwise be available to such Person under the Avoidance Provisions.



[Signature Page Follows]






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     IN WITNESS WHEREOF, the parties hereto have duly executed this Subsidiary Guaranty Agreement
as of the day and year first above written.



	 	 	 	 	 
	 	GUARANTORS:



BLISS AND GLENNON, INC.

 	 
	 	By  	/s/ Michael Vrban
 	 
	 	 	Name:  	Michael Vrban 	 
	 	 	Title:  	Treasurer 	 
	 
	 	LOTSOLUTIONS, INC.

 	 
	 	By  	/s/ Michael Vrban
 	 
	 	 	Name:  	Michael Vrban 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ADMINISTRATIVE AGENT



SUNTRUST BANK

 	 
	 	By  	/s/ W. Bradley Hamilton
 	 
	 	 	Name:  	W. Bradley Hamilton 	 
	 	 	Title:  	Director 	 
	 




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[Signature Page to Subsidiary Guaranty Agreement]






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ANNEX 1 TO THE

SUBSIDIARY GUARANTY AGREEMENT




     SUPPLEMENT NO. [     ] dated as of [               ] (this “Supplement”), to the
Subsidiary Guaranty Agreement (the “Guaranty Agreement”) dated as of June 16, 2010 executed
by each of the Subsidiaries a party thereto (each such Subsidiary individually, a
“Guarantor” and collectively, the “Guarantors”) of Fortegra Financial Corporation,
a Georgia corporation (“Fortegra”), and LOTS Intermediate Co., a Delaware corporation
(together with Fortegra, each a “Borrower” and collectively the “Borrowers”).



     A. Reference is made to that certain Revolving Credit Agreement dated as of June 16, 2010 (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrowers, the lenders from time to time party thereto (the
“Lenders”) and SunTrust Bank, as Administrative Agent.



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Guaranty Agreement and the Credit Agreement.



     C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to
make Loans and other financial accommodations to the Borrowers. Pursuant to Section 5.10 of the
Credit Agreement, certain Subsidiaries are required to enter into or otherwise become a party to
the Guaranty Agreement as a Guarantor. Section 19 of the Guaranty Agreement provides that such
Subsidiaries of the Borrowers may become Guarantors under the Guaranty Agreement by execution and
delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the
Borrowers (“New Guarantor”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to
induce the Lenders to make additional Loans and as consideration for Loans previously made.



     Accordingly, the Administrative Agent and the New Guarantor agree as follows:



     SECTION 1. In accordance with Section 19 of the Guaranty Agreement, the New Guarantor by its
signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as
if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms
and provisions of the Guaranty Agreement applicable to it as Guarantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct all as if such representations and warranties were set forth herein
in full on and as of the date hereof. Each reference to a Guarantor in the Guaranty Agreement shall
be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by
reference.



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     SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the
Lenders that this Supplement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, moratorium, or similar laws affecting the enforcement of creditors’ rights generally
and by general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).



     SECTION 3. This Supplement may be executed in counterparts each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Supplement
shall become effective when the Administrative Agent shall have received counterparts of this
Supplement that, when taken together, bear the signatures of the New Guarantor and the
Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile
transmission or by email, in pdf format, shall be as effective as delivery of a manually signed
counterpart of this Supplement.



     SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in
full force and effect.



     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.



     SECTION 6. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision
hereof in a particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.



     SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 13 of the Guaranty Agreement. All communications and notices hereunder to the New
Guarantor shall be given to it at the address set forth under its signature below.



     SECTION 8. To the extent the following expenses are not paid by the Borrowers under the Credit
Agreement, the New Guarantor agrees to reimburse the Administrative Agent for its fees and expenses
in connection with this Supplement to the extent the Borrowers would be required to do so under
Section 10.3 of the Credit Agreement, including the fees, disbursements and other charges of
counsel for the Administrative Agent.



[Signature Page Follows]






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     IN WITNESS WHEREOF, the New Guarantor has duly executed this Supplement to the Subsidiary
Guaranty Agreement as of the day and year first above written.



	 	 	 	 	 
	 	[Name of New Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:



 




 




 






Attention:  



Telecopy Number:  


 	 
	 
	 	SUNTRUST BANK, as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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