CONTRIBUTION AGREEMENT, THE NEW GUARANTOR BY ITS SIGNATURE BELOW BECOMES A
GUARANTOR UNDER THE INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT WITH THE
SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED THEREIN AS A GUARANTOR AND THE NEW
GUARANTOR HEREBY AGREES TO ALL THE TERMS AND PROVISIONS OF THE INDEMNITY,
SUBROGATION AND CONTRIBUTION AGREEMENT APPLICABLE TO IT AS A GUARANTOR
THEREUNDER.
EACH REFERENCE TO A "GUARANTOR" IN THE INDEMNITY, SUBROGATION AND
CONTRIBUTION AGREEMENT SHALL BE DEEMED TO INCLUDE THE NEW GUARANTOR.
THE
INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT IS HEREBY INCORPORATED HEREIN
BY REFERENCE.
SECTION 2.
THE NEW GUARANTOR REPRESENTS AND WARRANTS TO THE ADMINISTRATIVE
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 (AND BY DIFFERENT
PARTIES HERETO ON DIFFERENT 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 SHALL
BE EFFECTIVE AS DELIVERY OF A MANUALLY SIGNED COUNTERPART OF THIS SUPPLEMENT.
SECTION 4.
EXCEPT AS EXPRESSLY SUPPLEMENTED HEREBY, THE INDEMNITY, SUBROGATION
AND CONTRIBUTION 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,
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 INDEMNITY, SUBROGATION AND CONTRIBUTION 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.
SECTION 7.
ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL BE IN WRITING AND
GIVEN AS PROVIDED IN SECTION 7 OF THE INDEMNITY, SUBROGATION AND
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CONTRIBUTION AGREEMENT.
ALL COMMUNICATIONS AND NOTICES HEREUNDER TO THE NEW
GUARANTOR SHALL BE GIVEN TO IT AT THE ADDRESS SET FORTH UNDER ITS SIGNATURE.
SECTION 8.
THE NEW GUARANTOR AGREES TO REIMBURSE THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT.
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IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly
executed this Supplement to the Indemnity, Subrogation and Contribution
Agreement as of the day and year