THE PAYMENT AND
PERFORMANCE IN FULL OF THE OBLIGATIONS (AS DEFINED IN THE 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 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 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 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 DOMESTIC PLEDGE AGREEMENT SHALL NOT IN ANY WAY BE AFFECTED OR
IMPAIRED.
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.
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SECTION 8.
ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL BE IN WRITING AND
GIVEN AS PROVIDED IN SECTION 15 OF THE DOMESTIC PLEDGE AGREEMENT.
ALL
COMMUNICATIONS AND NOTICES HEREUNDER TO THE NEW PLEDGOR SHALL BE GIVEN TO IT AT
THE ADDRESS SET FORTH UNDER ITS SIGNATURE HERETO.
SECTION 9.
THE NEW PLEDGOR AGREES TO REIMBURSE THE COLLATERAL AGENT FOR ITS
REASONABLE OUT-OF-POCKET EXPENSES IN CONNECTION WITH THIS SUPPLEMENT, INCLUDING
THE REASONABLE FEES, OTHER CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE
COLLATERAL AGENT.
IN WITNESS