Accordingly, the Administrative Agent and the New Subordinated Party agree as
follows:
SECTION 1. IN ACCORDANCE WITH SECTION 20 OF THE AFFILIATE SUBORDINATION
AGREEMENT, THE NEW SUBORDINATED PARTY BY ITS SIGNATURE
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BELOW BECOMES A SUBORDINATED LENDER AND A SUBORDINATED BORROWER UNDER THE
AFFILIATE SUBORDINATION AGREEMENT WITH THE SAME FORCE AND EFFECT AS IF
ORIGINALLY NAMED THEREIN AS A SUBORDINATED LENDER AND A SUBORDINATED BORROWER
AND THE NEW SUBORDINATED PARTY HEREBY (A) AGREES TO ALL THE TERMS AND PROVISIONS
OF THE AFFILIATE SUBORDINATION AGREEMENT APPLICABLE TO IT AS A SUBORDINATED
LENDER AND A SUBORDINATED BORROWER THEREUNDER AND (B) REPRESENTS AND WARRANTS
THAT THE REPRESENTATIONS AND WARRANTIES MADE BY IT AS A SUBORDINATED LENDER AND
A SUBORDINATED BORROWER THEREUNDER ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS, EXCEPT THAT SUCH MATERIALITY QUALIFIER SHALL NOT BE APPLICABLE TO ANY
REPRESENTATION THAT IS ALREADY QUALIFIED BY MATERIALITY, ON AND AS OF THE DATE
HEREOF EXCEPT FOR REPRESENTATIONS AND WARRANTIES WHICH BY THEIR TERMS REFER TO A
SPECIFIC DATE, WHICH REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT ON
SUCH SPECIFIC DATE. EACH REFERENCE TO A "SUBORDINATED LENDER" OR A "SUBORDINATED
BORROWER" IN THE AFFILIATE SUBORDINATION AGREEMENT SHALL BE DEEMED TO INCLUDE
THE NEW SUBORDINATED PARTY. THE AFFILIATE SUBORDINATION AGREEMENT IS HEREBY
INCORPORATED HEREIN BY REFERENCE.
SECTION 2. THE NEW SUBORDINATED PARTY REPRESENTS AND WARRANTS TO THE
ADMINISTRATIVE AGENT AND THE OTHER SENIOR LENDERS 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,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY OR
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY OR BY
EQUITABLE PRINCIPLES RELATING TO ENFORCEABILITY.
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. DELIVERY OF AN EXECUTED SIGNATURE PAGE TO THIS SUPPLEMENT BY FACSIMILE
(OR OTHER ELECTRONIC) TRANSMISSION SHALL BE AS EFFECTIVE AS DELIVERY OF A
MANUALLY SIGNED COUNTERPART OF THIS SUPPLEMENT. 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
SUBORDINATED PARTY AND THE ADMINISTRATIVE AGENT.
SECTION 4. EXCEPT AS EXPRESSLY SUPPLEMENTED HEREBY, THE AFFILIATE SUBORDINATION
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
SECTION 5. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.
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SECTION 6. IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS CONTAINED IN THIS
SUPPLEMENT SHOULD BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE
VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED
HEREIN AND IN THE AFFILIATE SUBORDINATION AGREEMENT SHALL NOT IN ANY WAY BE
AFFECTED OR IMPAIRED THEREBY (IT BEING UNDERSTOOD THAT THE INVALIDITY OF A
PARTICULAR PROVISION HEREOF IN A PARTICULAR JURISDICTION SHALL NOT IN AND OF
ITSELF AFFECT THE