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200006290 $27,000,000 and payable to the order of the respective Lender named thereon bearing even date herewith (the "New Term Notes ") in substitution and replacement for the Prior Term Notes to evidence the indebtedness of the Grantor currently outstanding to each respective Lender evidenced by the Prior Term Notes issued under the Prior Credit Agreement as well as loans to be made by each respective Lender to the Grantor under the Term Credit as decreased pursuant to the New Credit Agreement with a final maturity date of June 30, 2005, as the same may be extended in accordance with the terms of the New Credit Agreement (the New Revolving Notes and New Term Notes and any and all notes issued in extension or renewal thereof or in substitution or replacement therefor being hereinafter collectively referred to as the "New Notes "); and WHEREAS, the Grantor may from time to time enter into one or more interest rate exchange, cap, collar, floor or other agreements with one or more of the Lenders or their affiliates, for the purpose of hedging or otherwise protecting the Grantor against changes in interest rates (the liability of the Grantor in respect of such agreements with such Lenders and their affiliates, to the extent permitted by the terms of the New Credit Agreement and with the consent of the Beneficiary thereunder, being hereinafter referred to as the "Hedging Liability") (the affiliates of the Lenders to which any Hedging Liability is owed, together with the Lenders and the Beneficiary being collectively referred to herein as the ( "Secured Creditors "); WHEREAS, as a condition to the Lenders' execution of the New Credit Agreement, and making certain other financial accommodations to the Grantor, Beneficiary requires the Grantor, and to accommodate that requirement the Grantor desires by this Supplement, to confirm and assure that the real estate and other properties, rights, interests, and privileges of the Grantor which are currently subject to the lien of the Indenture be and constitute collateral security for the indebtedness arising under the New Credit Agreement and New Notes, whether now existing or hereafter arising; and WHEREAS, the Indenture is to continue to secure all indebtedness now secured thereby, this Supplement being executed and delivered to confirm and assure the foregoing; NOW, THEREFORE, for and in consideration of the execution and delivery by the Grantor of this Supplement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Indenture is hereby amended as follows, to wit: 1. To secure (i) the payment of the principal and premium, if any, of and interest on the New Notes as and when the same become due and payable (whether by lapse of time, acceleration or otherwise), (ii) the reimbursement to Beneficiary of any amounts drawn under the Letters of Credit, (iii) the payment of any and all sums payable under or according to the provisions of the New Credit Agreement or the Applications, (iv) any and all liability of the Grantor arising under or in connection with or otherwise evidenced by agreements with any one or more of the Secured Creditors with respect to any Hedging Liability, and (v) the observance and performance of all covenants and agreements contained herein or in the Notes or in the New Credit Agreement or in the Applications or in any other instrument or document at any time evidencing or securing any of the foregoing or setting forth terms and conditions applicable thereto (all of such indebtedness, obligations and liabilities identified in (i), (ii), (iii), (iv) and (v) -3-