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EXHIBIT H

(See Section 4.3 of Agreement)

AMENDMENT

This Amendment, dated , is delivered pursuant to Section 4.3 of the Agreement as defined below. All

defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Agreement. The undersigned hereby

certifies that the representations and warranties in Article III of the Agreement are and continue to be true and correct. The

undersigned further agrees that this Amendment may be attached to that certain Pledge and Security and Intercreidtor Agreement,

dated October 6, 2005, between the undersigned, as the Grantors, and Credit Suisse, as the Agent, (the "Agreement") and that the

Collateral listed on Schedule I to this Amendment shall be and become a part of the Collateral referred to in said Agreement and shall

secure all Obligations referred to in said Agreement.

By:

Name:

Title: