DOMESTIC
PLEDGE AGREEMENT, THE NEW PLEDGOR BY ITS SIGNATURE BELOW BECOMES A PLEDGOR UNDER
THE AMENDED AND RESTATED DOMESTIC PLEDGE AGREEMENT WITH THE SAME FORCE AND
EFFECT AS IF ORIGINALLY NAMED THEREIN AS A PLEDGOR AND THE NEW PLEDGOR HEREBY
AGREES (A) TO ALL THE TERMS AND
provisions of the Amended and Restated Domestic Pledge Agreement applicable to
it as a Pledgor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Pledgor thereunder are true and
correct on and as of the date hereof. In furtherance of the foregoing, the New
Pledgor, as security for the payment and performance in full of the Obligations
(as defined in the Amended and Restated Domestic Pledge Agreement), does hereby
create and grant to the Collateral Agent, its successors and assigns, for the
benefit of the Secured Parties, their successors and assigns, a security
interest in and lien on all of the New Pledgor's right, title and interest in
and to the Collateral (as defined in the Amended and Restated Domestic Pledge
Agreement) of the New Pledgor. Each reference to a "Subsidiary Pledgor" or a
"Pledgor" in the Domestic Pledge Agreement shall be deemed to include the New
Pledgor. The Domestic Pledge Agreement is hereby incorporated herein by
reference.
SECTION 2. THE NEW PLEDGOR REPRESENTS AND WARRANTS TO THE COLLATERAL AGENT AND
THE OTHER SECURED PARTIES 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.
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 COLLATERAL
AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS SUPPLEMENT THAT, WHEN TAKEN
TOGETHER, BEAR THE SIGNATURES OF THE NEW PLEDGOR AND THE COLLATERAL AGENT.
DELIVERY OF AN EXECUTED SIGNATURE PAGE TO THIS SUPPLEMENT BY FACSIMILE
TRANSMISSION OR OTHER ELECTRONIC TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF
A MANUALLY SIGNED COUNTERPART OF THIS SUPPLEMENT.
SECTION 4. THE NEW PLEDGOR HEREBY REPRESENTS AND WARRANTS THAT SET FORTH ON
SCHEDULE I ATTACHED HERETO IS A TRUE AND CORRECT SCHEDULE OF ALL ITS PLEDGED
SECURITIES.
SECTION 5. EXCEPT AS EXPRESSLY SUPPLEMENTED HEREBY, THE AMENDED AND RESTATED
DOMESTIC PLEDGE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. IN CASE ANY ONE OR MORE OF THE PROVISIONS CONTAINED IN THIS
SUPPLEMENT SHOULD BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT,
NEITHER PARTY HERETO SHALL BE REQUIRED TO COMPLY WITH SUCH PROVISION FOR SO LONG
AS SUCH PROVISION IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, BUT THE
VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED
HEREIN AND IN THE AMENDED AND RESTATED DOMESTIC PLEDGE AGREEMENT SHALL NOT IN
ANY WAY BE AFFECTED OR IMPAIRED. THE PARTIES HERETO SHALL