<PAGE>

                                                                    EXHIBIT 4.10




                           FORM OF SUBSIDIARY GUARANTY

         This SUBSIDIARY GUARANTY is entered into as of December __, 2002 by the
undersigned (each a "GUARANTOR", and together with any future Subsidiaries
executing this Guaranty, being collectively referred to herein as the
"GUARANTORS") in favor of and for the benefit of DEUTSCHE BANK TRUST COMPANY
AMERICAS, as agent for and representative of (in such capacity herein called
"GUARANTIED PARTY") the financial institutions ("LENDERS") party to the Credit
Agreement referred to below and any Lender Hedge Providers (as hereinafter
defined), and for the benefit of the other Beneficiaries (as hereinafter
defined).

                                    RECITALS.

         A. Grant Prideco, LP, a Delaware limited partnership, XL Systems, L.P.,
a Texas limited partnership, Texas Arai, Inc., a Delaware corporation,
Tube-Alloy Corporation, a Louisiana corporation, Star Operating Company, a
Delaware corporation, Reed-Hycalog Operating, L.P., a Delaware limited
partnership, and Grant Prideco Canada Ltd., a corporation organized, constituted
and existing under the Alberta Business Corporations Act, (collectively, the
"BORROWERS"), have entered into that certain Credit Agreement dated as of
December __, 2002 with Lenders and Guarantied Party, as Agent for Lenders (said
Credit Agreement, as it may hereafter be amended, supplemented or otherwise
modified from time to time, being the "CREDIT AGREEMENT"; capitalized terms used
herein and not otherwise defined herein have the meanings ascribed thereto in
the Credit Agreement).

         B. The Borrowers may from time to time enter, or may from time to time
have entered, into one or more Permitted Hedge Transactions (as defined in the
Credit Agreement, collectively, the "LENDER HEDGE AGREEMENTS") with one or more
Persons that are Lenders or Affiliates of Lenders at the time such Agreements
are entered into (in such capacity, collectively, "LENDER HEDGE PROVIDERS") in
accordance with the terms of the Credit Agreement, and it is desired that the
obligations of Borrowers under the Lender Hedge Agreements, including without
limitation the obligation of Borrowers to make payments thereunder in the event
of early termination thereof (all such obligations being the "HEDGE
OBLIGATIONS"), together with all obligations of Borrowers under the Credit
Agreement and the other Credit Documents, be guarantied hereunder.

         C. Guarantied Party, Lenders and each Lender Hedge Provider for which
Guarantied Party has received the notice required by Section 18 hereof are
sometimes referred to herein as "BENEFICIARIES."

         D. A portion of the proceeds of the Loans may be advanced to other
Guarantors that are Subsidiaries of Borrowers, and thus the Guarantied
Obligations (as hereinafter defined) are being incurred for and will inure to
the benefit of Guarantors (which benefits are hereby acknowledged).

         E. It is a condition precedent to the making of the initial Loans under
the Credit Agreement that Borrowers' obligations thereunder be guarantied by
Guarantors.

         F. Guarantors are willing irrevocably and unconditionally to guaranty
such obligations of Borrowers.



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<PAGE>

         NOW, THEREFORE, based upon the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
in order to induce Lenders and Guarantied Party to enter into the Credit
Agreement and to make Loans and other extensions of credit thereunder and to
induce Lender Hedge Providers to enter into the Lender Hedge Agreements,
Guarantors hereby agree as follows:

         1. GUARANTY. (a) In order to induce Lenders to extend credit to
Borrowers pursuant to the Credit Agreement and all other Credit Documents, and
the entry by Lender Hedge Providers into the Lender Hedge Agreements, Guarantors
jointly and severally irrevocably and unconditionally guaranty, as primary
obligors and not merely as sureties, the due and punctual payment in full of all
Guarantied Obligations (as hereinafter defined) when the same shall become due,
whether at stated maturity, by acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)). The term
"GUARANTIED OBLIGATIONS" is used herein in its most comprehensive sense and
includes any and all Obligations of Borrowers and all obligations of Borrowers
under Lender Hedge Agreements, now or hereafter made, incurred or created,
whether absolute or contingent, liquidated or unliquidated, whether due or not
due, and however arising under or in connection with the Credit Agreement, the
Lender Hedge Agreements, this Guaranty and the other Credit Documents, including
those arising under successive borrowing transactions under the Credit Agreement
which shall either continue such obligations of Borrowers or from time to time
renew them after they have been satisfied.

         Each Guarantor acknowledges that a portion of the Loans may be advanced
to it, that Letters of Credit may be issued for the benefit of its business and
that the Guarantied Obligations are being incurred for and will inure to its
benefit.

         Any interest on any portion of the Guarantied Obligations that accrues
after the commencement of any proceeding, voluntary or involuntary, involving
the bankruptcy, insolvency, receivership, reorganization, liquidation or
arrangement of Borrowers (or, if interest on any portion of the Guarantied
Obligations ceases to accrue by operation of law by reason of the commencement
of said proceeding, such interest as would have accrued on such portion of the
Guarantied Obligations if said proceeding had not been commenced) shall be
included in the Guarantied Obligations because it is the intention of each
Guarantor and Guarantied Party that the Guarantied Obligations should be
determined without regard to any rule of law or order that may relieve Borrowers
of any portion of such Guarantied Obligations.

         In the event that all or any portion of the Guarantied Obligations is
paid by Borrowers, the obligations of each Guarantor hereunder shall continue
and remain in full force and effect or be reinstated, as the case may be, in the
event that all or any part of such payment(s) is rescinded or recovered directly
or indirectly from Guarantied Party or any other Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments that are so rescinded or
recovered shall constitute Guarantied Obligations.

         Subject to the other provisions of this Section 1, upon the failure of
Borrowers to pay any of the Guarantied Obligations when and as the same shall
become due, each Guarantor will upon written demand pay, or cause to be paid, in
cash, to Guarantied Party for the ratable benefit of





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<PAGE>

Beneficiaries, an amount equal to the aggregate of such unpaid Guarantied
Obligations.

         (b) Anything contained in this Guaranty to the contrary
notwithstanding, the obligations of each Guarantor under this Guaranty and the
other Credit Documents shall be limited to a maximum aggregate amount equal to
the largest amount that would not render its obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11
of the United States Code or any applicable provisions of comparable state law
(collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect
to all other liabilities of such Guarantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Guarantor (x) in respect of intercompany indebtedness to
Borrowers or other affiliates of Borrowers to the extent that such indebtedness
would be discharged in an amount equal to the amount paid by such Guarantor
hereunder and (y) under any guaranty of Subordinated Indebtedness which guaranty
contains a limitation as to maximum amount similar to that set forth in this
Section 1(b), pursuant to which the liability of such Guarantor hereunder is
included in the liabilities taken into account in determining such maximum
amount) and after giving effect as assets to the value (as determined under the
applicable provisions of the Fraudulent Transfer Laws) of any rights to
subrogation, reimbursement, indemnification or contribution of such Guarantor
pursuant to applicable law or pursuant to the terms of any agreement.

         (c) Each Guarantor under this Guaranty, and each guarantor under other
guaranties, if any, relating to the Credit Agreement (the "RELATED GUARANTIES")
that contain a contribution provision similar to that set forth in this Section
1(c), together desire to allocate among themselves (collectively, the
"CONTRIBUTING GUARANTORS"), in a fair and equitable manner, their obligations
arising under this Guaranty and the Related Guaranties. Accordingly, in the
event any payment or distribution is made on any date by a Guarantor under this
Guaranty or a guarantor under a Related Guaranty, each such Guarantor or such
other guarantor shall be entitled to a contribution from each of the other
Contributing Guarantors in the maximum amount permitted by law so as to maximize
the aggregate amount of the Guarantied Obligations paid to Beneficiaries.


         2. GUARANTY ABSOLUTE; CONTINUING GUARANTY. The obligations of each
Guarantor hereunder are irrevocable, absolute, independent and unconditional and
shall not be affected by any circumstance which constitutes a legal or equitable
discharge of a guarantor or surety other than payment in full of the Guarantied
Obligations. In furtherance of the foregoing and without limiting the generality
thereof, each Guarantor agrees that: (a) this Guaranty is a guaranty of payment
when due and not of collectibility; (b) Guarantied Party may enforce this
Guaranty upon the occurrence of an Event of Default under the Credit Agreement;
(c) the obligations of each Guarantor hereunder are independent of the
obligations of Borrowers under the Credit Documents or the Lender Hedge
Agreements and the obligations of any other guarantor and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not any
action is brought against Borrowers or any of such other guarantors and whether
or not Borrowers are joined in any such action or actions; and (d) a payment of
a portion, but not all, of the Guarantied Obligations by one or more Guarantors
shall in no way limit, affect, modify or abridge the liability of such or any
other Guarantor for any portion of the Guarantied Obligations that has not been
paid. This Guaranty is a continuing guaranty and shall be binding upon each
Guarantor and its successors and assigns, and each Guarantor irrevocably waives
any right to revoke this Guaranty as to future transactions giving rise to any
Guarantied Obligations.



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<PAGE>

         3. ACTIONS BY BENEFICIARIES. Any Beneficiary may from time to time,
without notice or demand and without affecting the validity or enforceability of
this Guaranty or giving rise to any limitation, impairment or discharge of any
Guarantor's liability hereunder, (a) renew, extend, accelerate or otherwise
change the time, place, manner or terms of payment of the Guarantied
Obligations, (b) settle, compromise, release or discharge, or accept or refuse
any offer of performance with respect to, or substitutions for, the Guarantied
Obligations or any agreement relating thereto and/or subordinate the payment of
the same to the payment of any other obligations, (c) request and accept other
guaranties of the Guarantied Obligations and take and hold security for the
payment of this Guaranty or the Guarantied Obligations, (d) release, exchange,
compromise, subordinate or modify, with or without consideration, any security
for payment of the Guarantied Obligations, any other guaranties of the
Guarantied Obligations, or any other obligation of any Person with respect to
the Guarantied Obligations, (e) enforce and apply any security now or hereafter
held by or for the benefit of any Beneficiary in respect of this Guaranty or the
Guarantied Obligations and direct the order or manner of sale thereof, or
exercise any other right or remedy that Guarantied Party or the other
Beneficiaries, or any of them, may have against any such security, as Guarantied
Party in its discretion may determine consistent with the Credit Agreement, the
Lender Hedge Agreements and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable,
and (f) exercise any other rights available to Guarantied Party or the other
Beneficiaries, or any of them, under the Credit Documents or the Lender Hedge
Agreements.

         4. NO DISCHARGE. This Guaranty and the obligations of Guarantors
hereunder shall be valid and enforceable and shall not be subject to any
limitation, impairment or discharge for any reason (other than payment in full
of the Guarantied Obligations), including without limitation the occurrence of
any of the following, whether or not any Guarantor shall have had notice or
knowledge of any of them: (a) any failure to assert or enforce or agreement not
to assert or enforce, or the stay or enjoining, by order of court, by operation
of law otherwise, of the exercise or enforcement of, any claim or demand or any
right, power or remedy with respect to the Guarantied Obligations or any
agreement relating thereto, or with respect to any other guaranty of or security
for the payment of the Guarantied Obligations, (b) any waiver or modification
of, or any consent to departure from, any of the terms or provisions of the
Credit Agreement, any of the other Credit Documents, the Lender Hedge Agreements
or any agreement or instrument executed pursuant thereto, or of any other
guaranty or security for the Guarantied Obligations, (c) the Guarantied
Obligations, or any agreement relating thereto, at any time being found to be
illegal, invalid or unenforceable in any respect, (d) the application of
payments received from any source to the payment of indebtedness other than the
Guarantied Obligations, even though Guarantied Party or the other Beneficiaries,
or any of them, might have elected to apply such payment to any part or all of
the Guarantied Obligations, (e) any failure to perfect or continue perfection of
a security interest in any collateral which secures any of the Guarantied
Obligations, (f) any defenses, set-offs or counterclaims which Borrowers may
assert against Guarantied Party or any Beneficiary in respect of the Guarantied
Obligations, including but not limited to failure of consideration, breach of
warranty, payment, statute of frauds, statute of limitations, accord and
satisfaction and usury, and (g) any other act or thing or omission, or delay to
do any other act or thing, which may or might in any manner or to any extent
vary the risk of a Guarantor as an obligor in respect of the Guarantied
Obligations.




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<PAGE>

         5. WAIVERS. Each Guarantor waives, for the benefit of Beneficiaries:
(a) any right to require Guarantied Party or the other Beneficiaries, as a
condition of payment or performance by such Guarantor, to (i) proceed against
Borrowers, any other guarantor of the Guarantied Obligations or any other
Person, (ii) proceed against or exhaust any security held from Borrowers, any
other guarantor of the Guarantied Obligations or any other Person, (iii) proceed
against or have resort to any balance of any deposit account or credit on the
books of any Beneficiary in favor of Borrowers or any other Person, or (iv)
pursue any other remedy in the power of any Beneficiary; (b) any defense arising
by reason of the incapacity, lack of authority or any disability or other
defense of Borrowers including, without limitation, any defense based on or
arising out of the lack of validity or the unenforceability of the Guarantied
Obligations or any agreement or instrument relating thereto or by reason of the
cessation of the liability of Borrowers from any cause other than payment in
full of the Guarantied Obligations; (c) any defense based upon any statute or
rule of law which provides that the obligation of a surety must be neither
larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon Guarantied Party's or any other
Beneficiary's errors or omissions in the administration of the Guarantied
Obligations, except behavior that amounts to bad faith; (e) (i) any principles
or provisions of law, statutory or otherwise, that are or might be in conflict
with the terms of this Guaranty and any legal or equitable discharge of such
Guarantor's obligations hereunder, (ii) the benefit of any statute of
limitations affecting such Guarantor's liability hereunder or the enforcement
hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv)
promptness, diligence and any requirement that any Beneficiary protect, secure,
perfect or insure any Lien or any property subject thereto; (f) notices,
demands, presentments, protests, notices of protest, notices of dishonor and
notices of any action or inaction, including acceptance of this Guaranty,
notices of default under the Credit Agreement, notices of default or early
termination under any Lender Hedge Agreement or any agreement or instrument
related thereto, notices of any renewal, extension or modification of the
Guarantied Obligations or any agreement related thereto, notices of any
extension of credit to Borrowers and notices of any of the matters referred to
in Sections 3 and 4 and any right to consent to any thereof; and (g) to the
fullest extent permitted by law, any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of this Guaranty.

         6. GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC.; SUBORDINATION
OF OTHER OBLIGATIONS. Each Guarantor assigns any claim, right or remedy, direct
or indirect, that such Guarantor now has or may hereafter have against Borrowers
or any of their assets in connection with this Guaranty or the performance by
such Guarantor of its obligations hereunder, in each case whether such claim,
right or remedy arises in equity, under contract, by statute, under common law
or otherwise and including without limitation (a) any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter
have against Borrowers, (b) any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have
against Borrowers, and (c) any benefit of, and any right to participate in, any
collateral or security now or hereafter held by any Beneficiary. In addition,
until the Guarantied Obligations shall have been paid in full and the
Commitments shall have terminated and all Letters of Credit shall have expired
or been cancelled, each Guarantor shall withhold exercise of any right of
contribution such Guarantor





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may have against any other guarantor of any of the Guarantied Obligations. Each
Guarantor further agrees that, to the extent the waiver or agreement to withhold
the exercise of its rights of subrogation, reimbursement, indemnification and
contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation, reimbursement
or indemnification such Guarantor may have against Borrowers or against any
collateral or security, and any rights of contribution such Guarantor may have
against any such other guarantor, shall be junior and subordinate to any rights
Guarantied Party or the other Beneficiaries may have against Borrowers, to all
right, title and interest Guarantied Party or the other Beneficiaries may have
in any such collateral or security, and to any right Guarantied Party or the
other Beneficiaries may have against such other guarantor.

         Any indebtedness of Borrowers now or hereafter held by any Guarantor is
subordinated in right of payment to the Guarantied Obligations, and any such
indebtedness of Borrowers to a Guarantor collected or received by such Guarantor
after an Event of Default has occurred and is continuing, and any amount paid to
a Guarantor on account of any subrogation, reimbursement, indemnification or
contribution rights referred to in the preceding paragraph when all Guarantied
Obligations that are due and payable have not been paid in full in cash, shall
be held in trust for Guarantied Party on behalf of Beneficiaries and shall
forthwith be paid over to Guarantied Party for the benefit of Beneficiaries to
be credited and applied against the Guarantied Obligations.

         If the Guarantied Obligations (including any Guarantied Obligations not
yet due and payable) are paid in full in cash by a Guarantor, then Guarantied
Party shall at such Guarantor's request, execute and deliver to Guarantors
appropriate documents without recourse and without representation and warranty,
necessary to evidence the transfer to the Guarantor the rights assigned by such
Guarantor pursuant to the first paragraph of this Section 6.

         7. EXPENSES. Guarantors jointly and severally agree to pay, or cause to
be paid, on demand, and to save Guarantied Party and the other Beneficiaries
harmless against liability for, (i) any and all costs and expenses (including
reasonable fees, costs of settlement, and disbursements of counsel and allocated
costs of internal counsel) incurred or expended by Guarantied Party or any other
Beneficiary in connection with the enforcement of or preservation of any rights
under this Guaranty and (ii) any and all costs and expenses (including those
arising from rights of indemnification) required to be paid by Guarantors under
the provisions of any other Loan Document.

         8. FINANCIAL CONDITION OF BORROWERS. No Beneficiary shall have any
obligation, and each Guarantor waives any duty on the part of any Beneficiary,
to disclose or discuss with such Guarantor its assessment, or such Guarantor's
assessment, of the financial condition of Borrowers or any matter or fact
relating to the business, operations or condition of Borrowers. Each Guarantor
has adequate means to obtain information from Borrowers on a continuing basis
concerning the financial condition of Borrowers and their ability to perform its
obligations under the Credit Documents and the Lender Hedge Agreements, and each
Guarantor assumes the responsibility for being and keeping informed of the
financial condition of Borrowers and of all circumstances bearing upon the risk
of nonpayment of the Guarantied Obligations.

         9. REPRESENTATIONS AND WARRANTIES. Each Guarantor makes, for the
benefit of Beneficiaries, each of the representations and warranties made in the
Credit Agreement by




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Borrowers as to such Guarantor, its assets, financial condition, operations,
organization, legal status, business and the Credit Documents to which it is a
party.

         10. COVENANTS. Each Guarantor agrees that, so long as any part of the
Guaranteed Obligations shall remain unpaid, any Letter of Credit shall be
outstanding, or any Lender shall have any Commitment or any Lender Hedge
Provider shall have any obligation under any Lender Hedge Agreement, such
Guarantor will, unless Requisite Lenders shall otherwise consent in writing,
perform or observe, and cause its Subsidiaries to perform or observe, all of the
terms, covenants and agreements that the Credit Documents state that Borrowers
are to cause a Guarantor and such Subsidiaries to perform or observe.

         11. SET OFF. In addition to any other rights any Beneficiary may have
under law or in equity, if an Event of Default has occurred and is continuing,
and any amount shall at any time be due and owing by a Guarantor to any
Beneficiary under this Guaranty, such Beneficiary is authorized at any time or
from time to time, without notice (any such notice being expressly waived), to
set off and to appropriate and to apply any and all deposits (general or
special, including but not limited to indebtedness evidence by certificates of
deposit, whether matured or unmatured) and any other indebtedness of such
Beneficiary owing to a Guarantor and any other property of such Guarantor held
by a Beneficiary to or for the credit or the account of such Guarantor against
and on account of the Guarantied Obligations and liabilities of such Guarantor
to any Beneficiary then due and payable under this Guaranty.

         12. DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If all of the stock
of a Guarantor or any of its successors in interest under this Guaranty shall be
sold or otherwise disposed of (including by merger or consolidation) in a sale
or other disposition not prohibited by the Credit Agreement or otherwise
consented to by Requisite Lenders, such Guarantor or such successor in interest,
as the case may be, may request Guarantied Party to execute and deliver
documents or instruments necessary to evidence the release and discharge of this
Guaranty as provided in subsection 11.21 of the Credit Agreement.

         13. AMENDMENTS AND WAIVERS. No amendment, modification, termination or
waiver of any provision of this Guaranty, and no consent to any departure by any
Guarantor therefrom, shall in any event be effective without the written
concurrence of Guarantied Party and, in the case of any such amendment or
modification, Guarantors. Any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.

         14. MISCELLANEOUS. It is not necessary for Beneficiaries to inquire
into the capacity or powers of any Guarantor or Borrowers or the officers,
directors or any agents acting or purporting to act on behalf of any of them.

         The rights, powers and remedies given to Beneficiaries by this Guaranty
are cumulative and shall be in addition to and independent of all rights, powers
and remedies given to Beneficiaries by virtue of any statute or rule of law or
in any of the Credit Documents or Lender Hedge Agreements or any agreement
between one or more Guarantors and one or more Beneficiaries or between
Borrowers and one or more Beneficiaries. Any forbearance or failure to exercise,
and any delay by any Beneficiary in exercising, any right, power or remedy
hereunder shall not impair any such right, power or remedy or be construed to be
a waiver thereof, nor shall it preclude the further exercise of any such right,
power or remedy.




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<PAGE>

         In case any provision in or obligation under this Guaranty shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

         THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTORS, GUARANTIED
PARTY AND THE OTHER BENEFICIARIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

         This Guaranty shall inure to the benefit of Beneficiaries and their
respective successors and assigns.

         ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF
OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY
OF THIS GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
GUARANTY. Each Guarantor agrees that service of all process in any such
proceeding in any such court may be made by registered or certified mail, return
receipt requested, to such Guarantor at its address set forth below its
signature hereto, such service being acknowledged by such Guarantor to be
sufficient for personal jurisdiction in any action against such Guarantor in any
such court and to be otherwise effective and binding service in every respect.
Nothing herein shall affect the right to serve process in any other manner
permitted by law or shall limit the right of Guarantied Party or any Beneficiary
to bring proceedings against such Guarantor in the courts of any other
jurisdiction.

         EACH GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,
GUARANTIED PARTY EACH AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. The
scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including without limitation contract claims, tort claims, breach
of duty claims and all other common law and statutory claims. Each Guarantor
and, by its acceptance of the benefits hereof, Guarantied Party each (i)
acknowledges that this waiver is a material inducement for such Guarantor and
Guarantied Party to enter into a business relationship, that such Guarantor and
Guarantied Party have already relied on this waiver in entering into this
Guaranty or accepting the benefits thereof, as the case may be, and that each
will continue to rely on this waiver in their





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<PAGE>

related future dealings, and (ii) further warrants and represents that each has
reviewed this waiver with its legal counsel and that each knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS GUARANTY. In the event of
litigation, this Guaranty may be filed as a written consent to a trial by the
court.

         15. ADDITIONAL GUARANTORS. The initial Guarantor(s) hereunder shall be
such of the Subsidiaries of Borrowers as are signatories hereto on the date
hereof. From time to time subsequent to the date hereof, Subsidiaries of
Borrowers may become parties hereto, as additional Guarantors (each an
"Additional Guarantor"), by executing a counterpart of this Guaranty. A form of
such a counterpart is attached as Exhibit A. Upon delivery of any such
counterpart to Guarantied Party, notice of which is hereby waived by Guarantors,
each such Additional Guarantor shall be a Guarantor and shall be as fully a
party hereto as if such Additional Guarantor were an original signatory hereof.
Each Guarantor expressly agrees that its obligations arising hereunder shall not
be affected or diminished by the addition or release of any other Guarantor
hereunder, nor by any election of the Guarantied Party not to cause any
Subsidiary of Borrowers to become an Additional Guarantor hereunder. This
Guaranty shall be fully effective as to any Guarantor that is or becomes a party
hereto regardless of whether any other Person becomes or fails to become or
ceases to be a Guarantor hereunder.

         16. COUNTERPARTS; EFFECTIVENESS. This Guaranty may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original for all purposes; but all such counterparts together shall
constitute but one and the same instrument. This Guaranty shall become effective
as to each Guarantor upon the execution of a counterpart hereof by such
Guarantor (whether or not a counterpart hereof shall have been executed by any
other Guarantor) and receipt by the Guaranteed Party of written or telephonic
notification of such execution and authorization of delivery thereof.

         17. GUARANTIED PARTY AS AGENT.

                  (a) Guarantied Party has been appointed to act as Guarantied
Party hereunder by Lenders. Guarantied Party shall be obligated, and shall have
the right hereunder, to make demands, to give notices, to exercise or refrain
from exercising any rights, and to take or refrain from taking any action,
solely in accordance with this Guaranty and the Credit Agreement.

                  (b) Guarantied Party shall at all times be the same Person
that is Agent under the Credit Agreement. Written notice of resignation by Agent
pursuant to subsection 10.9 of the Credit Agreement shall also constitute notice
of resignation as Guarantied Party under this Guaranty and appointment of a
successor Agent pursuant to subsection 10.9 of the Credit Agreement shall also
constitute appointment of a successor Guarantied Party under this Guaranty. Upon
the acceptance of any appointment as Agent under subsection 10.9 of the Credit
Agreement by a successor Agent, that successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Guarantied Party




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<PAGE>

under this Guaranty, and the retiring Guarantied Party under this Guaranty shall
promptly (i) transfer to such successor Guarantied Party all sums held
hereunder, together with all records and other documents necessary or
appropriate in connection with the performance of the duties of the successor
Guarantied Party under this Guaranty, and (ii) take such other actions as may be
necessary or appropriate in connection with the assignment to such successor
Guarantied Party of the rights created hereunder, whereupon such retiring
Guarantied Party shall be discharged from its duties and obligations under this
Guaranty. After any retiring Guarantied Party's resignation hereunder as
Guarantied Party, the provisions of this Guaranty shall inure to its benefits as
to any actions taken or omitted to be taken by it under this Guaranty while it
was Guarantied Party hereunder.

         18. NOTICE OF LENDER HEDGE AGREEMENTS. Guarantied Party shall not be
deemed to have any duty whatsoever with respect to any Lender Hedge Provider
until it shall have received written notice in form and substance satisfactory
to Guarantied Party from Borrowers, a Guarantor or the Lender Hedge Provider as
to the existence and terms of the applicable Lender Hedge Agreement.

         19. INTEREST ACT (CANADA). Each of the Guarantors acknowledge that
certain of the rates of interest applicable to the Guarantied Obligations may be
computed on the basis of a year of 360 days or 365 days, as the case may be and
paid for the actual number of days elapsed. For purposes of the Interest Act
(Canada), whenever any interest is calculated using a rate based on a year of
360 days or 365 days, as the case may be, such rate determined pursuant to such
calculation, when expressed as an annual rate is equivalent to (i) the
applicable rate based on a year of 360 days or 365 days, as the case may be,
(ii) multiplied by the actual number of days in the calendar year in which the
period for such interest is payable (or compounded) ends, and (iii) divided by
360 or 365, as the case may be.

                  [Remainder of page intentionally left blank.]




                                       10
<PAGE>


         IN WITNESS WHEREOF, each Guarantor and Guarantied Party, solely for the
purposes of the waiver of the right to jury trial contained in Section 14, have
caused this Guaranty to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.


                             [GUARANTOR]


                             By:
                                 ---------------------------
                             Title:
                                   -------------------------
                             Address:
                                         ---------------------------

                                         ---------------------------

                                         ---------------------------



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<PAGE>


                                    EXHIBIT A

                 [FORM OF COUNTERPART FOR ADDITIONAL GUARANTORS]

         This COUNTERPART (this "COUNTERPART"), dated _______, 20__, is
delivered pursuant to Section 15 of the Guaranty referred to below. The
undersigned hereby agrees that this Counterpart may be attached to the Guaranty,
dated as of _____________, 20___ (as it may be from time to time amended,
modified or supplemented, the "GUARANTY"; capitalized terms used herein not
otherwise defined herein shall have the meanings ascribed therein), among the
Guarantors named therein and _________, as Guarantied Party. The undersigned, by
executing and delivering this Counterpart, hereby becomes an Additional
Guarantor under the Guaranty in accordance with Section 15 thereof and agrees to
be bound by all of the terms thereof.

         IN WITNESS WHEREOF, the undersigned has caused this Counterpart to be
duly executed and delivered by its officer thereunto duly authorized as of
______________, 20__.

                             [NAME OF ADDITIONAL GUARANTOR]


                             By:
                                 ---------------------------
                             Title:
                                   -------------------------
                             Address:
                                         ---------------------------

                                         ---------------------------

                                         ---------------------------




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