attached hereto as Annex I. In
addition, Annexes A, B, C, D, E, F and G to the Security Agreement are hereby
amended by supplementing such Annexes with the information for the Joining Party
contained on Annexes A, B, C, D, E, F and G attached hereto as Annex II.
8. This Joinder shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and its successors and assigns. THIS
JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK. This Joinder may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one instrument. In the event that any provision of this Joinder shall
prove to be invalid or unenforceable, such provision shall be deemed to be
severable from the other provisions of this Joinder which shall remain binding
on all parties hereto.
9. From and after the execution and delivery hereof by the parties hereto,
this Joinder shall constitute a "Credit Document" for all purposes of the Credit
Agreement and the other Credit Documents.
10. The effective date of this Joinder is [DATE].
* * *
EXHIBIT M
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be duly
executed as of the date first above written.
[NAME OF NEW SUBSIDIARY]
By:
Name:
Title:
Accepted and Acknowledged by:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent and as
Collateral Agent
By:
Name:
Title:
By:
Name:
Title:
EXHIBIT M: ANNEX I
to
JOINDER AGREEMENT
SCHEDULES A, B, C, D, E, F and G TO THE PLEDGE AGREEMENT
EXHIBIT M: ANNEX A
to
PLEDGE AGREEMENT
SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION
(AND WHETHER A REGISTERED ORGANIZATION AND/OR
A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION
AND ORGANIZATIONAL IDENTIFICATION NUMBERS
Registered
Pledgor's
Transmitting
Exact Legal Name of Each
Organization?
Jurisdiction of
Organization Identification Number (or, if
Utility?
Pledgor
(Yes/No)
Organization
it has none, so indicate)
(Yes/No)
EXHIBIT M: ANNEX B
to
PLEDGE AGREEMENT
SCHEDULE OF SUBSIDIARIES
Entity
Ownership
Jurisdiction of
Organization
EXHIBIT M: ANNEX C
to
PLEDGE AGREEMENT
SCHEDULE OF STOCK
1.
[PLEDGOR]
Sub-clause of
Name of
Section 3.2(a)
Issuing
Type of
Number of
Certificate
Percentage
of Pledge
Corporation
Shares
Shares
No.
Owned
Agreement
2.
[ADDITIONAL PLEDGOR(S)]
Sub-clause of Name of
Section 3.2(a) Issuing
Type of
Number of
Certificate
Percentage
of Pledge Corporation
Shares
Shares
No.
Owned
Agreement
EXHIBIT M: ANNEX D
to
PLEDGE AGREEMENT
SCHEDULE OF NOTES
1.
[PLEDGOR]
Sub-clause of
Section 3.2(a)
Amount
Maturity Date
Obligor
of Pledge
Agreement
2.
[ADDITIONAL PLEDGOR(S)]
Sub-clause of
Section 3.2(a)
Amount
Maturity Date
Obligor
of Pledge
Agreement
EXHIBIT M: ANNEX E
to
PLEDGE AGREEMENT
SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS
1.
[PLEDGOR]
Name of
Sub-clause of
Issuing
Limited
Type of
Section 3.2(a)
Liability Company
Interest
Percentage Owned
of Pledge Agreement
2.
[ADDITIONAL PLEDGOR(S)]
Name of
Sub-clause of