Exhibit 4.6  GUARANTY  THIS GUARANTY (the Guaranty), dated as of October 30,
2009, is executed by each of the undersigned corporations, limited liability
companies, and limited partnerships (collectively the Guarantors and
individually each a Guarantor), in favor of U.S. National Bank
Association, acting as trustee under the Indenture defined below (in such
capacity, the Trustee).  RECITALS  A.Vitesse Semiconductor Corporation, a
Delaware corporation (the Issuer), and certain holders of the Issuers
1.50% Convertible Subordinated Debentures due 2024 have entered into a Debt
Conversion Agreement dated as of October 30, 2009 (as the same may
hereafter be amended, supplemented, extended, restated, or otherwise modified
from time to time, the Debt Conversion Agreement).  B.Pursuant to the Debt Conversion Agreement,
the Issuer and the Trustee have entered into an Indenture dated as of October 30,
2009 (as the same may hereafter be amended, supplemented, extended, restated,
or otherwise modified from time to time, the Indenture) pursuant to
which the Issuer issued the Securities (as defined in the Indenture) to the
Holders.  Capitalized terms used herein
but not otherwise defined shall have the meanings assigned to them in the
Indenture.  C.Each Guarantor is a domestic subsidiary of
the Issuer.  D.It is a requirement of the Indenture that
this Guaranty be executed and delivered by each Guarantor.  E.Each Guarantor finds it advantageous,
desirable and in its best interests to comply with the requirement that it
execute and deliver this Guaranty to the Trustee.  AGREEMENT  NOW, THEREFORE, in consideration of the Debt Conversion Agreement and
for other good and valuable consideration, the Guarantors hereby covenant and
agree with the Trustee as follows:  Section 1.Defined Terms.  As used in this Guaranty, the following terms
shall have the meaning indicated:  Debt Conversion Agreement shall have the meaning indicated in
Recital A.  Issuer shall have the meaning indicated in Recital A.  Indenture shall have the meaning indicated in Recital B.


Guarantor shall have the meaning indicated in the opening
paragraph hereof.  Guaranty shall have the meaning indicated in the opening
paragraph hereof.  Holder shall have the meaning given such term in the Indenture.  Indenture Documents shall have the meaning given such term in
the Indenture.  Material Adverse Occurrence shall mean any occurrence of
whatsoever nature (including, without limitation, any adverse determination in
any litigation, arbitration, or governmental investigation or proceeding),
which could reasonably be expected to materially and adversely affect (a) the
financial condition or operation of the Issuer and its subsidiaries taken as a
whole, (b) impair the ability of the Issuer or any subsidiary to perform
its obligations under the Indenture or any writing executed pursuant thereto, (c)
the validity or enforceability of the material obligations of the Issuer or any
subsidiary under any Indenture Document, (d) the rights and remedies of
the Holders or the Trustee against the Issuer hereunder, (e) the timely
payment of the principal of and interest on the Notes or other amounts payable
by the Issuer hereunder, or (f) the validity of the joint and several
nature of the obligations of the Issuer with respect to all of the Obligations.  Obligations shall mean (a) all indebtedness, liabilities
and obligations of the Issuer to the Holders of every kind, nature or
description under the Indenture, including the Issuers obligation on any notes
issued under the Indenture and any note or notes hereafter issued in
substitution or replacement thereof, in all cases whether due or to become due,
and whether now existing or hereafter arising or incurred and (b) any and
all liabilities and obligations of the Issuer to the Holders and the Trustee of
every kind, nature and description, whether direct or indirect or hereafter
acquired by the Holders from any Person, absolute or contingent, regardless of
how such liabilities arise or by what agreement or instrument they may be
evidenced, and (c) in all of the foregoing cases whether due or to become
due, and whether now existing or hereafter arising or incurred for the benefit
of the Holders.  Person shall mean any individual, corporation, partnership,
limited partnership, limited liability company, joint venture, firm,
association, trust, unincorporated organization, government or governmental
agency or political subdivision or any other entity, whether acting in an
individual, fiduciary or other capacity.  Trustee shall have the meaning indicated in the opening
paragraph hereof.  Section 2.The Guaranty.  Each Guarantor, jointly and severally, hereby
absolutely and unconditionally guarantees to the Trustee, the payment when due
(whether at a stated maturity or earlier by reason of acceleration or
otherwise) and performance of the Obligations.  Section 3.Continuing Guaranty.  This Guaranty is an absolute, unconditional
and continuing guaranty of payment and performance of the Obligations, and the
obligations of the Guarantors hereunder shall not be released, in whole or in
part, by any action or thing which might, but for this provision of this
Guaranty, be deemed a legal or equitable discharge of a surety or guarantor,
other than irrevocable payment and performance in full of the Obligations.  No notice of the Obligations to which this
Guaranty may apply, or of any renewal or extension  2


thereof need be
given to the Guarantors and none of the foregoing acts shall release the
Guarantors from liability hereunder. 
Each Guarantor hereby expressly waives (a) demand of payment,
presentment, protest, notice of dishonor, nonpayment or nonperformance on any
and all forms of the Obligations; (b) notice of acceptance of this
Guaranty and notice of any liability to which it may apply; (c) all other
notices and demands of any kind and description relating to the Obligations now
or hereafter provided for by any agreement, statute, law, rule or
regulation; and (d) any and all defenses of the Issuer pertaining to the
Obligations except for the defense of discharge by payment.  No Guarantor shall be exonerated with respect
to such Guarantors liabilities under this Guaranty by any act or thing except
irrevocable payment and performance of the Obligations, it being the purpose
and intent of this Guaranty that the Obligations constitute the direct and
primary obligations of each Guarantor and that the covenants, agreements and
all obligations of the Guarantors hereunder be absolute, unconditional and
irrevocable.  Each Guarantor shall be and
remain liable for any deficiency remaining after foreclosure of any mortgage,
deed of trust or security agreement securing all or any part of the
Obligations, whether or not the liability of the Issuer or any other Person for
such deficiency is discharged pursuant to statute, judicial decision or
otherwise.  The acceptance of this
Guaranty by the Trustee and the Holders is not intended and does not release
any liability previously existing of any guarantor or surety of any
indebtedness of the Issuer to the Trustee and the Holders.  Section 4.Other Transactions.  The Trustee and each Holder is expressly
authorized (a) to exchange, surrender or release with or without
consideration any or all collateral and security which may at any time be
placed with it by the Issuer or by any other Person, or to forward or deliver
any or all such collateral and security directly to the Issuer for collection
and remittance or for credit, or to collect the same in any other manner
without notice to the Guarantors and (b) to amend, modify, extend or
supplement the Indenture, any note or other instrument evidencing the
Obligations or any part thereof and any other agreement with respect to the
Obligations, waive compliance by the Issuer or any other Person with the
respective terms thereof and settle or compromise any of the Obligations
without notice to any Guarantor and without in any manner affecting the
absolute liabilities of any Guarantor hereunder.  No invalidity, irregularity or
unenforceability of all or any part of the Obligations or of any security
therefor or other recourse with respect thereto shall affect, impair or be a
defense to this Guaranty.  The liabilities
of each Guarantor hereunder shall not be affected or impaired by any failure,
delay, neglect or omission on the part of the Trustee or the Holders to realize
upon any of the Obligations of the Issuer to the Holders, or upon any
collateral or security for any or all of the Obligations, nor by the taking by
the Holders of (or the failure to take) any other guaranty or guaranties to
secure the Obligations, nor by the taking by the Holders of (or the failure to
take or the failure to perfect its security interest in or other lien on) collateral
or security of any kind.  No act or
omission of the Holder, whether or not such action or failure to act varies or
increases the risk, or affects the rights or remedies of the Guarantors shall
affect or impair the obligations of the Guarantors hereunder.  Each Guarantor acknowledges that this
Guaranty is in effect and binding without reference to whether this Guaranty is
signed by any other Person or Persons, that possession of this Guaranty by the
Trustee or any Holder shall be conclusive evidence of due delivery hereof by
such Guarantor and that this Guaranty shall continue in full force and effect,
both as to the Obligations then existing and/or thereafter created,
notwithstanding the release of or extension of time to any other guarantor of
the Obligations or any part thereof.  3


Section 5.Second Priority Nature of Guaranty.  Notwithstanding anything herein to the
contrary, the exercise of any right or remedy by the Collateral Agent or any
Holder hereunder is subject to the rights of the First Lien Agent (as defined
in the Intercreditor Agreement) pursuant to the provisions of the Intercreditor
Agreement and the Indenture.  Section 6.Actions Not Required.  Each Guarantor hereby waives any and all
right to cause a marshalling of the assets of the Issuer or any other action by
any court or other governmental body with respect thereto or to cause the
Trustee or any Holder to proceed against any security for the Obligations or
any other recourse which the Trustee or any Holder may have with respect
thereto and further waives any and all requirements that the Trustee or any
Holder institute any action or proceeding at law or in equity, or obtain any
judgment, against the Issuer or any other Person, or with respect to any
collateral security for the Obligations, as a condition precedent to making
demand on or bringing an action or obtaining and/or enforcing a judgment
against, such Guarantor upon this Guaranty. 
Each Guarantor further acknowledges that time is of the essence with
respect to such Guarantors obligations under this Guaranty.  Any remedy or right hereby granted which
shall be found to be unenforceable as to any Person or under any circumstance,
for any reason, shall in no way limit or prevent the enforcement of such remedy
or right as to any other Person or circumstance, nor shall such
unenforceability limit or prevent enforcement of any other remedy or right
hereby granted.  Section 7.No Subrogation.  Notwithstanding any payment or payments made
by any Guarantor hereunder, each Guarantor waives all rights of subrogation to
any of the rights of the Trustee or the Holders against the Issuer or any other
Person liable for payment of any of the Obligations or any collateral security
or guaranty or right of offset held by the Trustee or the Holders for the
payment of the Obligations, and each Guarantor waives all rights to seek any
recourse to or contribution or reimbursement from the Issuer or any other
Person liable for payment of any of the Obligations in respect of payments made
by such Guarantor hereunder.  Section 8.Application of Payments.  Any and all payments upon the Obligations
made by any Guarantor or by any other Person, and/or the proceeds of any or all
collateral or security for any of the Obligations, may be applied by the
Trustee on such items of the Obligations as the Trustee may elect for the
benefit of the Holders.  Section 9.Recovery of Payment.  If any payment received by the Trustee or any
Holder and applied to the Obligations is subsequently set aside, recovered,
rescinded or required to be returned for any reason (including, without
limitation, the bankruptcy, insolvency or reorganization of the Issuer or any
other obligor), the Obligations to which such payment was applied shall for the
purposes of this Guaranty be deemed to have continued in existence,
notwithstanding such application, and this Guaranty shall be enforceable as to
such Obligations as fully as if such application had never been made.  References in this Guaranty to amounts irrevocably
paid or to irrevocable payment refer to payments that cannot be set aside,
recovered, rescinded or required to be returned for any reason.  Section 10.Issuers Financial Condition.  Each Guarantor is familiar with the financial
condition of the Issuer, and each Guarantor has executed and delivered this
Guaranty based on such Guarantors own judgment and not in reliance upon any
statement or representation of the Trustee or the Holder.  The Trustee and each Holder shall have no
obligation to provide the  4


Guarantors with any
advice whatsoever or to inform the Guarantors at any time of the Holders
actions, evaluations or conclusions on the financial condition or any other
matter concerning the Issuer.  Section 11.Remedies.  All remedies afforded to the Trustee and the
Holders by reason of this Guaranty are separate and cumulative remedies and it
is agreed that no one of such remedies, whether or not exercised by the Trustee
or any Holder, shall be deemed to be in exclusion of any of the other remedies
available to the Trustee or any Holder and no one of such remedies shall in any
way limit or prejudice any other legal or equitable remedy which the Trustee or
any Holder may have hereunder and with respect to the Obligations.  Mere delay or failure to act shall not
preclude the exercise or enforcement of any rights and remedies available to
the Trustee or any Holder.  Section 12.Bankruptcy of the Issuer.  Each Guarantor expressly agrees that the
liabilities and obligations of such Guarantor under this Guaranty shall not in
any way be impaired or otherwise affected by the institution by or against the
Issuer or any other Person of any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or any other similar proceedings for
relief under any bankruptcy law or similar law for the relief of debtors and
that any discharge of any of the Obligations pursuant to any such bankruptcy or
similar law or other law shall not diminish, discharge or otherwise affect in
any way the  obligations of such
Guarantor under this Guaranty, and that upon the institution of any of the
above actions, such obligations shall be enforceable against such Guarantor.  Section 13.Costs and Expenses.  The Guarantors jointly and severally agree to
pay or reimburse the Trustee on demand for all out-of-pocket expenses
(including in each case all reasonable fees and expenses of counsel) incurred
by the Trustee arising out of or in connection with the enforcement of this
Guaranty against the Guarantors or arising out of or in connection with any
failure of any Guarantor to fully and timely perform the obligations of such
Guarantor hereunder.  Section 14.Waivers and Amendments.  This Guaranty can be waived, modified,
amended, terminated or discharged only explicitly in a writing signed by the
Trustee.  A waiver so signed shall be
effective only in the specific instance and for the specific purpose given.  Section 15.Notices.  Any notice or other communication to any
party in connection with this Guaranty shall be in writing and shall be sent by
manual delivery, facsimile transmission, overnight courier or United States
mail (postage prepaid) addressed to such party at the address specified on the
signature page hereof, or at such other address as such party shall have
specified to the other party hereto in writing. 
All periods of notice shall be measured from the date of delivery
thereof if manually delivered, from the date of sending thereof if sent by facsimile
transmission, from the first business day after the date of sending if sent by
overnight courier, or from four days after the date of mailing if mailed.  Section 16.Guarantor Acknowledgements.  The Guarantors hereby acknowledge that (a) counsel
has advised the Guarantors in the negotiation, execution and delivery of this
Guaranty, (b) neither the Trustee nor any Holder has a fiduciary
relationship to any Guarantor,  5


each such
relationship being solely that of obligor and creditor, and (c) no joint
venture exists between any Guarantor and the Trustee or any Guarantor and any
Holder.  Section 17.Representations and Warranties.  Each Guarantor hereby represents and warrants
to the Trustee and the Holders that it is a corporation, limited liability
company, or limited partnership, as applicable, organized, validly existing and
in good standing under the laws of its jurisdiction of organization and has the
power and authority and the legal right to own and operate its properties and
to conduct the business in which it is currently engaged.  Each Guarantor further represents and
warrants to the Trustee and the Holders that:  17(a)It
has the power and authority and the legal right to execute and deliver, and to
perform its obligations under, this Guaranty and the other Indenture Documents
to which it is a party and has taken all necessary action required by its form
of organization to authorize such execution, delivery and performance.  17(b)This
Guaranty and each Indenture Document to which it is a party constitutes the
legal, valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).  17(c)The
execution, delivery and performance of this Guaranty will not (i) violate
any provision of any law, statute, rule or regulation or any order, writ,
judgment, injunction, decree, determination or award of any court, governmental
agency or arbitrator presently in effect having applicability to it, (ii) violate
or contravene any provision of its organizational documents, or (iii) except as
disclosed in the Debt Conversion Agreement, result in a breach of or constitute
a default under any indenture, loan or credit agreement or any other agreement,
lease or instrument to which it is a party or by which it or any of its
properties may be bound or result in the creation of any lien thereunder except
in each case of any such breach or default under this clause (iii) as
would not reasonably be expected to cause a Material Adverse Occurrence.  17(d)No
order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by, any governmental or public
body or authority is required on its part to authorize, or is required in
connection with the execution, delivery and performance of, or the legality,
validity, binding effect or enforceability of, this Guaranty, other than any
required approvals or consents by the First Lien Agent or the First Lien Lenders.  17(e)[Intentionally
Omitted]  17(f)[Intentionally
Omitted]  Section 18.Continuing Guaranty.  This Guaranty shall (a) remain in full
force and effect until irrevocable payment in full of the Obligations, (b) be
binding upon each Guarantor, its successors and assigns and (c) inure to
the benefit of, and be enforceable by, the Trustee and  6


any Holder and their
successors, transferees, and assigns. 
Without limiting the generality of the foregoing clause (c), any Holder
may assign or otherwise transfer all or any portion of its rights and
obligations under the Indenture to any other Persons to the extent and in the
manner provided in the Indenture and may similarly transfer all or any portion
of its rights under this Guaranty to such Persons.  Section 19.Reaffirmation.  Each Guarantor agrees that when so reasonably
requested by the Trustee or any Holder from time to time it will promptly
execute and deliver to the Trustee or such Holder a written reaffirmation of
this Guaranty in such form as the Trustee or such Holder may reasonably
require.  Section 20.Revocation.  Notwithstanding any other provision hereof, a
Guarantor may revoke this Guaranty as to such Guarantor prospectively as to
future transactions by written notice to that effect actually received by the
Trustee and each Holder.  No such
revocation shall release, impair or affect in any manner any liability
hereunder with respect to Obligations created, contracted, assumed or incurred
prior to receipt by the Trustee and each Holder of written notice of
revocation, or Obligations created, contracted, assumed or incurred after
receipt of such notice pursuant to any contract entered into by the Trustee or
any Holder prior to receipt of such notice, or any renewals or extensions
thereof, theretofore or thereafter made, or any interest accrued or accruing on
such Obligations, or all other costs, expenses and reasonable attorneys fees
arising from such Obligations.  Section 21.Governing Law and Construction.  THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY
OF THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.  Whenever possible, each provision of this
Guaranty and any other statement, instrument or transaction contemplated hereby
or relating hereto shall be interpreted in such manner as to be effective and
valid under such applicable law, but, if any provision of this Guaranty or any
other statement, instrument or transaction contemplated hereby or relating
hereto shall be held to be prohibited or invalid under such applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guaranty or any other statement, instrument or
transaction contemplated hereby or relating hereto.  Section 22.Consent to Jurisdiction.  AT THE OPTION OF THE HOLDERS, THIS GUARANTY MAY BE
ENFORCED IN ANY FEDERAL COURT OR STATE COURT SITTING IN NEW YORK, NEW YORK; AND
EACH GUARANTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND
WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT A GUARANTOR COMMENCES ANY ACTION
IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING
DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS GUARANTY, THE
HOLDERS AT THEIR OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE
OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER  7


CANNOT
BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.  Section 23.Waiver of Jury Trial.  EACH GUARANTOR, THE TRUSTEE AND EACH HOLDER,
BY ITS ACCEPTANCE OF THIS GUARANTY, IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.  Section 24.Counterparts.  This Guaranty may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one and
the same instrument.  Section 25.Joinder Agreements.  Each Subsidiary of the Issuer or any Guarantor
that is required to become a party to this Guaranty pursuant to Section 16.5
of the Indenture or otherwise shall become a party hereto as a Guarantor for
all purposes of this Guaranty by executing and delivering to the Trustee a
Joinder Agreement substantially in the form of Exhibit Aattached
hereto.  Upon execution and delivery,
such party shall be as fully a party hereto as if such party were an original
signatory hereof.  Each Guarantor
expressly agrees that its obligations arising hereunder shall not be affected
or diminished by the addition or release of any other Guarantor hereunder.  Section 26.General.  All representations and warranties contained
in this Guaranty or in any other agreement between a Guarantor and the Holders
shall survive the execution, delivery and performance of this Guaranty and the
creation and payment of the Obligations. 
Captions in this Guaranty are for reference and convenience only and
shall not affect the interpretation or meaning of any provision of this
Guaranty.  In the case of any conflict
between any provision of this Guaranty and any provision of the Indenture, the
provision of the Indenture shall govern. 
Enforcement of this Guaranty against the Guarantors shall be subject to
all terms, conditions, and provisions of the Indenture applicable to the
enforcement against the Issuer of the Notes, provided, however,
notwithstanding any provision of this Guaranty, in all cases applicable terms
of this Guaranty and the Indenture are subject to the applicable terms of the
Intercreditor Agreement.  [The remainder of this page is intentionally left blank.]  8


IN WITNESS WHEREOF, the parties hereto havecaused this Guaranty to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.  VITESSE MANUFACTURING & DEVELOPMENT CORPORATIONBy:
  /s/ CHRISTOPHER R. GARDNERName:
  Christopher R. GardnerTitle:
  PresidentJurisdiction of Organization:  DelawareAddress:741 Calle Plano
  Camarillo, CA 93102VITESSE SEMICONDUCTOR SALES CORPORATIONBy:
  /s/ CHRISTOPHER R. GARDNERName:
  Christopher R. GardnerTitle:
  PresidentJurisdiction of Organization: DelawareAddress:741 Calle Plano
  Camarillo, CA 93102  [Signature Page to Guaranty
(Indenture)]  S-1


Address for the Trustee:  U.S. Bank National Association EP-MN-WS3C
60 Livingston Avenue
St. Paul, Minnesota  55107-2292 Attn: Corporate Trust
Department  [Signature Page to Guaranty]  S-2


EXHIBIT A
TO GUARANTY  FORM OF JOINDER AGREEMENT  JOINDER AGREEMENT  This JOINDER AGREEMENT, dated as of   , 200  
(this Agreement), is by                                                 ,
a                                   
formed under the laws of the State of                                                 
(the Joining Party), and is delivered to U.S. National Bank Association,
as trustee (in such capacity, the Trustee) for the Holders from time
to time party to the Indenture dated as of                         
    , 2009 (as the same may be further amended, restated or
otherwise modified from time to time, the Indenture), and pursuant to Section 25
of that certain Guaranty, dated as of                               ,
2009, executed by each Guarantor party thereto in favor of the Trustee (the Guaranty).  Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Guaranty.  Pursuant to Section 25 of the Guaranty, by its execution of this
Agreement, the Joining Party hereby becomes a party to the Guaranty bound by
all of the terms and conditions thereof, and, from and after the date hereof,
is a Guarantor bound by all of the obligations of a Guarantor under the
Guaranty.  The Joining Party hereby
acknowledges that by becoming a Guarantor, the Joining Party absolutely and
unconditionally guaranties the payment and performance of the Obligations
under the Guaranty.  The Joining Party
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the
terms, provisions, obligations and conditions applicable to a Issuer under the
Guaranty, as amended hereby.  This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the
same document.  This Agreement shall be binding upon the parties hereto and their
respective executors, administrators, other legal representatives, successors
and assigns, and shall inure to the benefit of the Trustee, its successors and
assigns and shall be governed by the laws of the State of New York without
reference to principles of conflict of laws.  [The remainder of this page is intentionally left blank.]  A-1


IN WITNESS WHEREOF, the Joining Party has executed this Agreement as of
the date first above written.  [                                     ]By:Name:Title:Jurisdiction of Organization:Address:   [Signature Page to Joinder Agreement]  A-2