<PAGE>
                                                                   EXHIBIT 10(e)

                                    GUARANTY

INTRODUCTORY NOTE. This Guaranty may be used for one or more Guarantors or with
respect to one or more Debtors. If there is only one Guarantor or only one
Debtor, then any reference herein to "the Guarantors", "any Guarantor", "each
Guarantor" or the like, or to "the Debtors", "any Debtor", "each Debtor" or the
like, shall be understood to refer to the Guarantor or to the Debtor,
respectively. All capitalized terms in this Guaranty are defined in Section 19.

PREAMBLE. Each of the undersigned (each a "Guarantor" and collectively the
"Guarantors") expects to derive direct and/or indirect benefits from the Bank's
giving or continuing financial accommodations to any of the Debtors. The Bank is
unwilling to give or continue financial accommodations to the Debtors without
the guaranty of payment of each of the Guarantors as set forth in this Guaranty.
It is a condition precedent to the Bank's giving or continuing these financial
accommodations to any of the Debtors that the Guarantors shall have executed and
delivered this Guaranty to the Bank. In consideration of the premises and in
consideration of financial accommodations given or to be given or continued to
any of the Debtors by the Bank, and in order to induce the Bank to give or
continue financial accommodations to any of the Debtors, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the Guarantors, the Guarantors hereby jointly and
severally represent and warrant to, and covenant and agree with, the Bank as
follows:

1. GUARANTY. The Guarantors hereby jointly and severally, irrevocably and
unconditionally (a) guarantee to the Bank the full and punctual payment when due
(whether at stated maturity, by acceleration or otherwise) by the Debtors of all
Obligations, and (b) agree to pay to the Bank all Additional Liabilities
immediately when due or on demand. This Guaranty is the primary obligation of
the Guarantors and is limited as provided in subsection (b) on the signature
page hereto. The Bank may enforce this Guaranty against any Guarantor and/or any
Credit Enhancement provided by any Guarantor without any prior or
contemporaneous enforcement of any of the Obligations against any other
Obligated Party or Credit Enhancement.

2. GUARANTY ABSOLUTE. This Guaranty is a continuing, absolute and unconditional
guaranty of payment and not of collection, and shall remain in full force and
effect until payment in full of all amounts payable under this Guaranty,
notwithstanding that at any time and from time to time (i) the Debtors may be
free from any Obligations or (ii) the Obligations may exceed the amount of the
Liabilities of the Guarantors hereunder, and regardless of how long before or
after the date hereof any of the Obligations were or are incurred, and
regardless of whether any financial accommodation resulting in an Obligation was
or shall be given or continued by the Bank in contemplation of this Guaranty.
Each Guarantor waives all Defenses and Claims with respect to this Guaranty
and/or any Credit Enhancement provided by such Guarantor. All Obligations shall
be conclusively presumed to have been created in reliance hereon.

Without limiting any other provisions hereof, none of the following (whether
occurring prior to, simultaneously with or subsequent to the date hereof) shall
give rise to a Defense or Claim with respect to this Guaranty and/or any Credit
Enhancement provided by any Guarantor, and each Guarantor waives all such
Defenses and Claims that might otherwise arise therefrom, and the joint and
several liability of each Guarantor under this Guaranty shall be absolute and
unconditional irrespective of:

     (a) the death, incompetence or disability of any Obligated Party, or any
law (including, to the fullest extent permitted by law, any statute of
limitations), regulation, order, stay, injunction or prohibition now or
hereafter in effect in any jurisdiction that would give rise to a Defense or
Claim available to any Obligated Party, or any other fact or circumstance that
may result in or constitute a Defense or Claim available to any Obligated Party;

     (b) any lack of genuineness, validity, legality, regularity or
enforceability of any of the Liabilities or of any Document (including but not
limited to any determination that any Obligated Party (i) was not a duly
organized and validly existing Entity or (ii) lacked the authorization or
capacity to incur any of the Liabilities);

     (c) any payment made by, or amount received or collected by the Bank from,
any other Person in respect of any of the Liabilities or of any other Debt of
any Debtor;

     (d) any revocation, early termination, rejection, disaffirmance, cessation,
impairment or suspension for any cause whatsoever of (i) any of the Liabilities
or (ii) the validity, binding effect or enforceability of any of the Liabilities
or of any Document, except that any Guarantor may deliver to the Bank a written
notice of revocation signed by such Guarantor, which may revoke such Guarantor's
Liabilities (but not of any other Guarantor) under this Guaranty, provided that
such notice shall not affect such Guarantor's Liabilities with respect to any
Nonrevocable Obligations, and such Guarantor waives all rights to revoke any
Liabilities with respect to any Nonrevocable Obligations and shall remain fully
liable with respect thereto;

     (e) any loss or non-perfection of, or any inability to foreclose or
otherwise realize on, any Credit Enhancement;

     (f) if a Guarantor is a partnership or joint venture, the death,
incompetence, retirement or withdrawal of one or more partners or joint
venturers, or the accession of one or more new partners or joint venturers, or
the dissolution (by operation of law or otherwise) of such Guarantor;
<PAGE>
     (g) any Transfer or purported Transfer by any Guarantor of any of the
Liabilities;

     (h) any action or omission referred to in Section 4 or 5;

     (i) any event or events, whether with or without the consent of, or notice
to, any of the Guarantors (even if known to the Bank or any of its Agents and
not known to any of the Guarantors), which result or results in any change,
whether or not material, in (i) the business, assets, liability or financial
condition of any of the Debtors, (ii) the identity of any of the Debtors
(whether by consolidation, merger, reorganization, change in form or structure,
change in membership if the Debtor is a partnership, joint venture or the like,
change in control, change in management, or otherwise), (iii) any relationship
(whether business, financial, personal or otherwise) between any of the Debtors
and any of the Guarantors or (iv) the degree of risk assumed by any of the
Guarantors hereunder.

3. PAYMENT. Any payment made under this Guaranty shall be paid to the Bank at
its offices in New York City, or at such other place as the Bank may designate,
in immediately available funds in the Currency in which the applicable
Liabilities are denominated.

4. WAIVER. Without limiting any other provisions of this Guaranty, each
Guarantor hereby waives (a) notice of acceptance of this Guaranty, (b) notice of
any Obligation to which this Guaranty may apply, (c) notice or proof of reliance
by the Bank upon this Guaranty, (d) promptness, (e) diligence, (f) presentment,
(g) demand for payment, (h) notice of dishonor or nonpayment of, or with respect
to, any of the Obligations, (i) notice of any legal action or proceeding or any
demand or any other action against, or any other notice to, any Obligated Party,
and (j) any requirement that the Bank exhaust any right or take any action
against or with respect to any other Obligated Party or any Credit Enhancement.

5. PERMITTED BANK ACTIONS AND OMISSIONS. As to each Guarantor, the Bank and its
Agents may, without giving rise to any Defense or Claim, at any time upon or
without any terms or conditions, in whole or in part, and without the consent
of, or notice to, any Guarantor:

     (a) change the Currency, time, manner or place of payment or performance
(whether before or after maturity) or extend, renew, change, alter, amend,
modify or waive any of the terms of any of the Liabilities or any Document
(except for this Guaranty and the Cash Collateral Agreement, any change to which
would require Guarantor's consent);

     (b) increase or decrease any of the Liabilities, including but not limited
to the amount of principal or the amount or rate of any interest, fees, charges
or other amount payable;

     (c) (i) sell, exchange, realize upon, foreclose, release or surrender, or
fail so to do with respect to, or (ii) impair or fail to take any steps
necessary to care for, preserve, protect, secure, insure or obtain, or (iii)
impair or fail to take any steps necessary to perfect (including any failure to
make any filing or recording, or the making or any improper filing or recording
of) any security interest or other rights in, or (iv) otherwise deal or fail to
deal with, any Credit Enhancement or Subrogation Rights in any manner and in any
order;

     (d) exercise or refrain from exercising any rights against any other
Obligated Party or any other Person or otherwise act or refrain from acting;

     (e) (i) discharge, release, settle with or compromise with any other
Obligated Party or other Person and/or (ii) consent to or waive any breach of,
any departure from, or any act, omission or default under, any Document; or

     (f) fail to notify any of the Guarantors or any other Person (even if known
to the Bank or any of its Agents and not known to any of the Guarantors) of any
change, whether or not material, relating to any of the Debtors or of any other
Person, including but not limited to any of the matters set forth in Section
2(i).

6. BANK STATEMENTS. Any statement, certificate, notice or the like submitted by
the Bank to any of the Debtors and/or to any of the Guarantors, setting forth
the amount or amounts of any or all of the Obligations and/or Liabilities, shall
be prima face evidence thereof, and each Guarantor agrees to be bound thereby
absent manifest error. The Guarantors shall have the burden of proving
conclusively any such alleged manifest error. Absent such manifest error proven
conclusively by the Guarantors, the Guarantors agree not to contest any such
amount.

7. EXPENSES; CURRENCY; INTEREST. Each of the obligations set forth in this
Section shall be a separate obligation payable on demand, with respect to which
the Guarantors shall be jointly and severally liable to the Bank as an
alternative or additional cause of action or claim.

     (a) The Guarantors shall indemnify and hold the Bank harmless against all
Expenses.

     (b) If the Bank does not receive payment of any of the Liabilities in any
amount of Currency when due, the Bank may, at its option, require the Guarantors
to pay the equivalent of such amount in any other Currency (including but not
limited to the lawful Currency of the United States) computed at the Bank's
selling rate for such Currency at the place where such amount is payable. The
receipt by the Bank of any amount in respect of any of the Liabilities in a
Currency other than that in which such amount was originally due, whether
pursuant to a judgment or arbitration award or pursuant to the provisions of
this Guaranty or any Agreement or otherwise, shall not discharge the Guarantors
with respect to any of such Liabilities except to the extent that on the first
day on which the Bank is open for business immediately following such receipt,
the Bank shall be able, in accordance with normal banking practice, to purchase
the Currency in which such amount was due with the Currency received.
Notwithstanding any such judgment or arbitration award, the Guarantors shall in
any event indemnify the Bank against all losses sustained and all costs incurred
by it in making any such purchase of Currency.


                                       -2-
<PAGE>
     (c) Any amount payable hereunder shall bear interest from the date due
until payment is received or recovered by the Bank in the Currency in which such
amount was due at the place at which it was payable, at the Applicable Interest
Rate.

8. REPRESENTATIONS AND WARRANTIES. Each Guarantor represents and warrants to the
Bank that each of the following is true, accurate and complete as of the date of
such Guarantor's execution of this Guaranty, and acknowledges that the Bank's
giving or continuing of financial accommodations to any of the Debtors is made
in reliance thereon.

     (a) If such Guarantor is a natural person, he or she has the legal capacity
to execute and deliver this Guaranty and is doing so in his or her capacity as
an individual and not in any representative capacity on behalf of any other
Person, notwithstanding any reference to any office, title or the like next to
such Guarantor's signature on this Guaranty.

     (b) If such Guarantor is an Entity, it is an Entity duly organized, legally
existing and in good standing under the laws of the jurisdiction in which it has
been organized.

     (c) Such Guarantor has full right, power and authority to enter into,
execute and deliver this Guaranty and to perform all matters required to be
performed by such Guarantor hereunder; the execution and delivery of this
Guaranty by or on behalf of such Guarantor to the Bank is fully and
unconditionally authorized; such Guarantor has duly executed and delivered this
Guaranty pursuant to lawful authority; and this Guaranty constitutes such
Guarantor's legal, valid and binding obligation enforceable in accordance with
its terms.

     (d) Such Guarantor, to the best of Guarantor's knowledge, is duly licensed
or qualified to do business in all states and jurisdictions where such licensing
or qualification is necessary.

     (e) The execution and delivery by such Guarantor of this Guaranty is not,
and the performance by such Guarantor of any such Guarantor's obligations
hereunder will not be, in contravention of, or cause any breach or default
pursuant to (i) any provision of law, (ii) any charter or by-law provision of
Guarantor, or (iii) any covenant, indenture or Agreement of or affecting such
Guarantor or any of such Guarantor's assets.

     (f) No consent (other than the consent of JP Morgan Chase Bank, N.A., and
the other lenders under the Syndicated Credit Agreement) of any Person and no
consent, license, permit approval or authorization of, exemption by, notice or
report to, or registration, filing or declaration with, any governmental
authority is required in connection with the execution, delivery, performance,
validity or enforceability of this Guaranty (including, without limitation, the
payment to the Bank at the applicable place in the applicable Currency).

     (g) None of the Guarantors is or would be required to make any deduction or
withholding, on account of taxes or other governmental charges, from any payment
to be made by such Guarantor under this Guaranty, and this Guaranty is not
liable to any registration tax, stamp duty or similar tax or duty imposed by any
governmental authority.

     (h) No litigation, arbitration, investigation or proceeding of or before
any court, arbitrator or administrative or governmental authority is currently
pending or, to the knowledge of such Guarantor, threatened (i) with respect to
this Guaranty or any of the transactions contemplated hereby, or (ii) against or
affecting such Guarantor, or any of such Guarantor's assets, or (iii) which
could affect the business operations, assets, liabilities or condition,
financial or otherwise, of such Guarantor or such Guarantor's ability to enter
into, execute or deliver this Guaranty or prejudice in a material manner such
Guarantor's ability to fulfill such Guarantor's obligations pursuant to this
Guaranty.

     (i) Intentionally omitted.

     (j) To the best of Guarantor's knowledge, there is no fact that such
Guarantor has not disclosed to the Bank in writing that could adversely affect
such Guarantor's business, operations, assets, liabilities or condition,
financial or otherwise, or ability to perform under this Guaranty or the Bank's
assessment thereof.

     (k) Such Guarantor is not, and upon such Guarantor's execution and delivery
of this Guaranty to the Bank such Guarantor will not be, Insolvent; in exchange
for executing and delivering this Guaranty to the Bank, such Guarantor has
received or will have received Reasonably Equivalent Value; such Guarantor's
execution and delivery of this Guaranty does not constitute a Fraudulent
Transfer; such Guarantor's execution and delivery of this Guaranty is not made
with intent to hinder, delay or defraud any Creditor; and this Guaranty cannot
be set aside, avoided or rendered unenforceable in whole or in part by virtue of
any Fraudulent Transfer Law.

     (l) Such Guarantor has not provided any Credit Support with respect to the
Debt of any Person other than (i) this Guaranty and (ii) the Syndicated Credit
Agreement.

     (m) Such Guarantor believes that (i) the Guarantors do not have any Defense
or Claim with respect to this Guaranty, any Credit Enhancement or any of the
Liabilities, and (ii) there do not exist any facts and circumstances that could
result in or constitute any such Defense or Claim.

     (n) Such Guarantor has independently investigated, without reliance on the
Bank, and is fully familiar with, (i) the identity, status and financial
condition of each Debtor, (ii) all relationships, if any (whether business,
financial, personal or otherwise), between and/or among any and all of the
Debtors and any and all of the Guarantors, and (iii) the degree of risk assumed
by such Guarantor hereunder. The Guarantor is the sole shareholder of the
Debtor.

     (o) Such Guarantor has not relied upon and has not been induced to execute
and deliver this Guaranty or to purchase any interest in any of the Debtors or
any other Person or to take or refrain from taking any other action as a result
of any Agreement, representation, warranty, statement, recommendation or
information made or purportedly made by or on behalf of the


                                       -3-
<PAGE>
Bank or any of its Agents, whether express or implied, written or oral, direct
or indirect, and whether prior to or simultaneously with the date hereof.

     (p) Neither the Bank nor any of its Agents has represented or indicated
that the Bank will not enforce any provision of any Document.

9. CONTRIBUTION; SUBORDINATION; SUBROGATION.

     (a) If and to the extent that any Guarantor (the "Paying Guarantor") makes
payment in respect of this Guaranty, then in furtherance and not limitation of
any rights that the Paying Guarantor may have in law or equity, each other
Guarantor shall have an obligation, upon demand by the Paying Guarantor, to pay
to the Paying Guarantor an amount equal to the quotient of (x) the amount so
paid by the Paying Guarantor, divided by (y) the total number of Guarantors.

     (b) All direct or indirect claims and rights (whether for moneys advanced,
services performed or assets sold and delivered or on account of any Subrogation
Rights, whether for an indeterminate amount, a sum certain or a contingent
claim), now existing or hereafter arising which any Guarantor may have against
any other Obligated Party shall be subject and subordinate to the prior payment
in full to the Bank of all of the Liabilities. Each Guarantor hereby assigns and
transfers to the Bank, effective upon demand by the Bank for payment by such
Guarantor of any amount hereunder, all such claims and rights and any proceeds
thereof, and agrees that the Bank may, in its discretion, make and present in
any bankruptcy or other proceeding such proofs or claims with respect thereto as
the Bank may deem expedient or proper and may vote such proofs or claims in any
such proceeding. Each Guarantor shall deliver upon demand by the Bank such
additional documents as the Bank may request to evidence such subordination,
assignment and transfer, including without limitation duly executed assignments.
At any time when all the Liabilities shall not have been paid in full, each
Guarantor shall (i) as trustee for the Bank, enforce all claims and rights
against any other Obligated Party or any Credit Enhancement and collect all sums
due from any other Obligated Party or any Credit Enhancement or with respect to
any of the Liabilities, (ii) hold any amounts received on account thereof in
trust for the benefit of the Bank, and (iii) pay all such amounts immediately to
the Bank to be applied to the Liabilities, together with interest on all such
amounts from the date of such receipt until paid to the Bank at the Applicable
Interest Rate, without reducing or affecting in any manner the liability of such
Guarantor under the other provisions of this Guaranty.

     (c) Until all of the Liabilities shall have been paid in full, each
Guarantor shall have no Subrogation Rights, and waives any right to enforce any
right or remedy which the Bank has or may hereafter have against any other
Obligated Party or in or against any Credit Enhancement.

10. REINSTATEMENT. If (a) claim is ever made on the Bank for repayment or
recovery of any amount received in payment or on account of any of the
Obligations, and (b) the Bank repays all or part of such amount by reason of (i)
any judgment, decree, order or award of any court, administrative body,
arbitration panel or the like or (ii) any settlement or compromise of any such
claim effected by the Bank with any such claimant (including any Obligated
Party), then any such judgment, decree, order, award, settlement or compromise
shall be binding upon all of the Guarantors, notwithstanding the release or
cancellation of any Document, and the Guarantors shall be and remain liable
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by the Bank. The Bank shall have no
obligation to release or cancel this Guaranty, notwithstanding the payment or
recovery in full of all of the Liabilities and/or the release or cancellation of
any other Document. Notwithstanding the foregoing, the Bank, if all of the
Liabilities are paid in full, shall execute a release in favor of Guarantor in
form and substance satisfactory to the Bank, including, without limitation,
so-called "claw-back" provisions, provided that the Pledgor shall have paid the
out-of-pocket costs to the Bank in preparing and/or negotiating such a release.

11. AGREEMENTS, REPRESENTATIONS, AMENDMENTS AND WAIVERS. No Agreement or
representation by the Bank, and no amendment or waiver of any provision of this
Guaranty nor consent to any departure therefrom by any of the Guarantors shall
be effective unless in writing and duly signed by at least two duly authorized
officers of the Bank, and any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. No failure
on the part of the Bank to exercise, and no delay in exercising, any right under
any Document or otherwise, shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. In the case of any
Agreement (including but not limited to any Commitment) given or made by the
Bank to any Person or Persons (which may or may not include one or more of the
Guarantors), (a) such Agreement shall not inure to the benefit of any of the
Guarantors to whom such Agreement was not given or made by the Bank (the "Other
Guarantor" or "Other Guarantors"), (b) none of the Other Guarantors shall be
deemed to be a third party beneficiary thereof, (c) the Bank shall have
absolutely no responsibility or liability to any of the Other Guarantors with
respect to any breach thereof or failure by the Bank to abide by, or comply
with, any such Agreement, and (d) each of the Other Guarantors waives and gives
up any rights that each such Other Guarantor may have, on account of any such
Agreement or any such breach or failure, to assert any Defense or Claim against
the Bank.

12. CUMULATIVE RIGHTS; RESERVATION OF RIGHTS; ARMS' LENGTH TRANSACTION. Subject
to subsection (b) on the signature page hereto, the rights and remedies herein
provided to the Bank are in addition to, and are not exclusive or in
substitution for, any rights or remedies available to the Bank at law or in
equity or under any other Agreement or other document which any Person
(including but not limited to any Guarantor) may have executed or may hereafter
execute in favor of or for the benefit of the Bank, all of which are cumulative
and may be exercised by the Bank in whole or in part from time to time. The Bank
shall be deemed to have reserved its rights against each Guarantor in connection
with any settlement, compromise, discharge or release of any other Obligated
Party or any Document. The joint and several liabilities of the Guarantors
hereunder shall not be reduced or


                                       -4-
<PAGE>
limited by reason of any similar or dissimilar guaranty or other Document
executed in favor of the Bank by any Person, and this Guaranty shall be
enforceable against each of the Guarantors jointly and severally without regard
thereto. This Guaranty represents an arms' length transaction between the
Guarantors and the Bank. Each Guarantor agrees and consents that this Guaranty
shall not be, and waives any right to require that this Guaranty be, construed
against the Bank on the ground that the Bank has prepared it.

13. COVENANTS. Subject to any other written Agreement between the Bank and any
Person relating to the same subject matter, each Guarantor shall:

     (a) Intentionally omitted;

     (b) upon reasonable prior notice, permit any of the Bank's Agents to visit
such Guarantor's premises during normal business hours and to examine and make
photographs, copies and extracts of such Guarantor's books and records for
purposes related specifically to this Guaranty (and under suitable conditions of
confidentiality);

     (c) take or cause to be taken any and all action that may be reasonably
necessary or appropriate (to the extent legally permissible) to cause or permit
the Debtors to perform all of the Obligations, and shall not take or cause to be
taken any action that may prevent or interfere with any Debtor's performance
thereof; and

     (d) not enter into any Agreement or purchase any interest in any of the
Debtors or other Persons or take or refrain from taking any other action as a
result of or in reliance upon any Agreement, representation, warranty,
statement, recommendation or information made or purportedly made by or on
behalf of the Bank or any of its Agents, whether express or implied, written or
oral, direct or indirect, or prior to, simultaneously with or subsequent to the
date hereof.

14. TRANSFERS; SUCCESSORS AND ASSIGNS.

     (a) No Guarantor shall effect or attempt a Transfer of any of the
Liabilities without the Bank's prior written consent. Notwithstanding the
foregoing, this Guaranty shall be binding upon each Guarantor and upon each
Guarantor's executors, administrators, successors, assigns and Transferees (each
of which shall be a "Guarantor" hereunder).

     (b) This Guaranty shall inure to the benefit of and be enforceable by the
Bank and its successors, assigns and Transferees. Without limiting the
foregoing, the Bank may make a Transfer of any and all of the Liabilities and
Documents to any other Person without notice to or the consent of any of the
Guarantors, and the Transferee shall thereupon become vested with all of the
Bank's rights in respect thereof. The Bank is authorized to disclose to any
prospective or actual Transferee any information that the Bank may have or
acquire about any Obligated Party and any information about any other Person
submitted to the Bank by or on behalf of any Obligated Party. Each Guarantor
waives all defenses (except such defenses as may be asserted against a holder in
due course of a negotiable instrument) which each Guarantor may have or acquire
against any Transferee who receives a Transfer of this Guaranty, or any complete
or partial interest in it, for value, in good faith and without notice that it
is overdue or has been dishonored or of any defense against or claim to it on
the part of any Person.

So long as no Event of Default shall have occurred and shall be continuing under
the Cash Collateral Agreement, the Bank shall not Transfer this Guaranty, the
Cash Collateral Agreement and/or the Collateral to a Person that is not located
in the United States of America. After the occurrence and during the continuance
of an Event of Default under the Cash Collateral Agreement, the Bank can
Transfer this Guaranty, the Cash Collateral Agreement and/or the Collateral to
any Person without restriction whatsoever.

15. SECURITY; DEFAULT. As security for all Liabilities of each Guarantor to the
Bank, whether direct or contingent, now existing or hereafter arising, Guarantor
has pledged to the Bank $400,000,000.00 in an account at the Bank pursuant to
the terms of the Cash Collateral Agreement. Upon the occurrence of, or of any
condition, event or act which with notice or lapse of time or both would
constitute, a default under any Document, the Bank is hereby authorized at any
time, without notice to any Guarantor or any other Person, any such notice being
hereby expressly waived, to exercise all of its rights and remedies under the
Cash Collateral Agreement and at law or in equity. The Guarantors understand
that the Bank intends promptly to notify the Guarantors after any such action,
provided that the failure to give such notice shall not affect the validity of
such action. Subject to subsection (b) on the signature page hereto, the rights
and remedies granted to the Bank under this Section shall be in addition to, and
not in substitution for, any rights or remedies, including, without limitation,
any right of setoff or banker's lien, to which the Bank may otherwise be
entitled.

16. NOTICES. All notices and other communications provided for hereunder shall
be in writing and, if to the Guarantors, mailed or faxed or delivered to the
address set forth on the signature page below, and if to the Bank, mailed or
delivered to 1177 Avenue of the Americas, New York, New York 10036, to the
attention of the Department, or as to each party at such other address as shall
be designated by such party in a written notice to the other party or parties,
as the case may be. All such notices and other communications to the Guarantors
shall be effective when deposited in the mail, sent by fax or delivered,
addressed as aforesaid, and all such notices and other communications to the
Bank shall be effective when actually received by the Department.

17. LITIGATION. This Guaranty shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to agreements made and to be
performed in the State of New York without regard to conflict or choice of law
rules. Any legal action or proceeding with respect to this Guaranty may be
brought in any court of record of the State of New York, County of New York, or
of the United States of America for the Southern District of New York. By
execution and delivery of


                                       -5-
<PAGE>
this Guaranty, the Guarantors hereby accept, consent and submit to, generally
and unconditionally, the jurisdiction of the aforesaid courts over the
Guarantors and their property. Each Guarantor agrees not to, and hereby
irrevocably waives the right to, commence a legal action or proceeding against
the Bank in any jurisdiction worldwide other than the aforesaid courts, unless
the Bank specifically consents thereto in writing. In connection with any action
or proceeding between any of the Guarantors and the Bank, each Guarantor agrees
not to, and hereby irrevocably waives the right to, interpose (i) any objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of forum non conveniens, which such Guarantor may now or hereafter
have to the bringing of any such action or proceeding in such jurisdiction
and/or (ii) any claim for consequential, special or punitive damages. The
Guarantors irrevocably consent to the service of process on each Guarantor in
any such action or proceeding by the mailing of copies thereof by certified or
registered mail, postage prepaid, to the Guarantors at the address set forth on
the signature page below. Nothing herein shall affect the right of the Bank to
serve process in any other manner permitted by law or to commence any legal
action or proceeding or otherwise proceed against any of the Guarantors in any
jurisdiction worldwide.

18. COUNTERPARTS. This Guaranty may be signed in any number of counterparts. Any
counterpart signed by any Guarantor (a "Signing Guarantor") shall constitute a
full original Guaranty of such Guarantor for all purposes, regardless of whether
any counterpart is signed by any other Guarantor. Any reference herein to the
execution of this Guaranty shall include the execution of any counterpart. The
obligations of any Signing Guarantor hereunder are not conditioned on any other
Guarantor's execution of this Guaranty.

19. DEFINITIONS. As used herein, the following terms have the meanings
indicated:

Agent: any director, officer, employee, agent or representative.

Additional Liabilities: The liabilities under Sections 7 and 9.

Agreement: an agreement, commitment, covenant, instrument, note, representation,
understanding or warranty (including but not limited to any Commitment, Credit
Support or Document) given or made to or with any Person.

Applicable Interest Rate: the lesser of (i) 3.125% above the Deposit Rate, or
(ii) the highest lawful rate then permitted by applicable law in the State of
New York, or if no such rate exists, the highest lawful rate permitted under
such other applicable law as the Bank may choose in its discretion.

Bank: Bank Hapoalim B.M., its branches, offices and subsidiaries.

Bankruptcy Code: the U.S. Bankruptcy Code as in effect and as amended from time
to time and any successor thereto.

Capital Adequacy Costs: shall have the meaning ascribed to such term in the Cash
Collateral Agreement.

Cash Collateral Agreement: the cash collateral pledge agreement dated as of the
date hereof between the Guarantor, as pledgor, and the Bank, as pledgee.

Change in Law Costs: shall have the meaning ascribed to such term in the Cash
Collateral Agreement.

Claim: any right of setoff, claim, counterclaim or cross-claim of any Obligated
Party against the Bank and/or any of its Agents.

Collateral: shall have the meaning ascribed to such term in the Cash Collateral
Agreement.

Commitment: an Agreement, commitment or obligation of the Bank, whether or not
in writing, whether express or implied, and whether or not by operation of law,
given to any Person (including but not limited to any Obligated Party) to give
or to continue any financial accommodations to any of the Debtors or to change,
alter, amend, modify, renew, extend the time of payment of, increase or decrease
any of the Obligations.

Credit Enhancement: any Credit Support with respect to any of the Obligations.
Any reference herein to "any Credit Enhancement" shall be understood to include
but not be limited to (a) this Guaranty, (b) the Cash Collateral Agreement, and
(c) the Collateral (including the Deposit Account).

Creditor: any Person to whom any Guarantor owed or owes any Debt or otherwise
was, became, is or becomes indebted, and any other creditor within the meaning
under or as defined in each respective Fraudulent Transfer Law.

Credit Support: any collateral, security interest, mortgage, pledge, lien,
security, margin, guaranty, insurance, letter of credit, indemnity,
subordination, comfort letter, risk participation, repurchase agreement, put,
option, banker's lien, setoff, right of offset or netting agreement, or any
Agreement pursuant to which a Person agrees to be contingently liable with
respect to any Debt of any other Person or Persons, or any other credit support
with respect to any Debt of any Person or Persons.

Currency: the lawful currency of any country or the eurocurrency.

Debt: an obligation of any sort for the payment of money in any Currency in any
jurisdiction worldwide, and however evidenced, whether (a) principal, interest
or otherwise, (b) absolute or contingent, (c) secured or unsecured, (d) joint,
several or independent, (e) now or hereafter existing, and (f) created directly
or acquired by Transfer or otherwise.

Debtor, Debtors: as specified on the signature page below.

Defense: any fact or circumstance (a) that may affect, suspend, impair,
discharge, release, cancel, modify, limit or be a defense (including but not
limited to any suretyship defense) to any of the Liabilities of any Obligated
Party or any Document or of any of the Bank's rights or remedies with respect
thereto, or (b) that may bar enforcement thereof by the Bank.


                                       -6-
<PAGE>
Department: the department of the Bank responsible for administering the Bank's
relationship with the Debtors with respect to the Obligations.

Deposit Account: shall have the meaning ascribed to such term in the Cash
Collateral Agreement.

Deposit Rate: shall have the meaning ascribed to such term in the Cash
Collateral Agreement.

Document: an Agreement of any Obligated Party relating to any of the Obligations
and/or Liabilities. Any reference herein to "any Document" shall be understood
to include but not be limited to any Credit Enhancement.

Effective Revocation Time: the close of business on the day that the Department
receives written notice of revocation signed by any of the Guarantors.

Entity: any Person other than a natural person.

Expenses: all costs and expenses (including but not limited to fees and
disbursements of counsel incurred in enforcing the Bank's rights and remedies
hereunder), incurred by the Bank in connection with this Guaranty or any of the
Liabilities, limited to those for (a) any action taken after the date hereof,
whether or not by litigation, to collect, or to protect rights or interests with
respect to, any of the Liabilities, or to preserve, protect, secure, insure,
obtain or perfect any Credit Enhancement, (b) compliance with any legal process
or any order or directive of any governmental authority with respect to any
Obligated Party, (c) any litigation, arbitration or administrative proceeding
relating to any Obligated Party, (d) any amendment, modification, extension or
waiver with respect to any of the Liabilities, (e) any deduction, withholding,
registration tax, stamp tax or similar tax or duty applicable to any payment of
any of the Liabilities, (f) Capital Adequacy Costs, (g) Reserve Costs and (h)
Change in Law Costs.

Fraudulent Transfer: a "fraudulent transfer", "fraudulent conveyance" or similar
term within the meaning under or as defined in each respective Fraudulent
Transfer Law.

Fraudulent Transfer Law: the Bankruptcy Code, the New York Debtor and Creditor
Law, or the law of any jurisdiction (domestic or foreign) as in effect and as
amended from time to time and all successors thereto relating to fraudulent
transfers, fraudulent conveyances and/or similar matters.

Guarantor, Guarantors: as specified on the signature page below, and as further
defined in Section 14(a).

Guaranty: this Guaranty.

Insolvent as to a Person: (a) insolvent or (b) engaged or about to be engaged in
a business or a transaction for which any property remaining with the Person is
an unreasonably small capital, or (c) intending to incur or believing that the
Person will incur debts that would be beyond the Person's ability to pay as such
debts mature, all within the meaning under or as defined in each Fraudulent
Transfer Law.

Liabilities: (a) all Obligations and (b) all obligations of Guarantor incurred
hereunder (including under Section 7).

Loan Agreement: shall have the meaning ascribed to such term in the Cash
Collateral Agreement.

Nonprincipal Obligations: all Obligations, whether interest, fees, expenses or
otherwise, other than principal.

Nonrevocable Obligation: any Obligation (including any extension or rollover
thereof and any Nonprincipal Obligations accruing thereon after the Effective
Revocation Time) that (i) is, or (ii) relates to a contingent liability of the
Bank or to a Commitment that in either case was, outstanding on or prior to the
Effective Revocation Time.

Obligated Party: (a) each Debtor; (b) each Guarantor; (c) any other Person
directly or contingently liable for any of the Obligations, including but not
limited to any maker, co-maker, endorser, accommodation party, guarantor, surety
or indemnitor with respect to any of the Obligations; (d) any Person providing
or issuing any Credit Enhancement with respect to any of the Obligations; or (e)
if any Obligated Party is a partnership or joint venture, any general partner or
joint venturer therein. Without limiting the foregoing, any reference herein to
"any Obligated Party" shall include but not be limited to all of the Debtors and
all of the Guarantors, and as to each Guarantor any reference herein to "any
other Obligated Party" shall include but not be limited to all of the Debtors
and all of the Guarantors other than such Guarantor.

Obligations: the Debt of Debtor under, and pursuant to, the Loan Agreement.

Person: any natural person, firm, partnership, joint venture, company,
corporation, limited liability company, unincorporated organization or
association, trust, estate, governmental authority or any other entity. Without
limiting the foregoing, any reference herein to "any Person" shall include but
not be limited to any Obligated Party, and as to each Guarantor any reference
herein to "any other Person" shall include but not be limited to any other
Obligated Party.

Reasonably Equivalent Value: "reasonably equivalent value", "fair consideration"
or similar term within the meaning under or as defined in each respective
Fraudulent Transfer Law.

Reserve Costs: shall have the meaning ascribed to such term in the Cash
Collateral Agreement.

Subrogation Rights: all legal and equitable rights and claims arising from the
existence or performance of this Guaranty that any of the Guarantors may now or
hereafter have, including without limitation all rights of subrogation,
indemnity, reimbursement, exoneration and/or contribution, and including without
limitation any such right or claim against or with respect to any property
(including without limitation any Credit Enhancement) of any Obligated Party.


                                       -7-
<PAGE>
Syndicated Credit Agreement: the Credit Agreement dated as of March 16, 2005
among Perrigo Company, the Foreign Subsidiary Borrowers party thereto, the
Lenders party thereto, JP Morgan Chase Bank, N.A., as Administrative Agent, Bank
Leumi USA, as Syndication Agent, and Bank of America, N.A. and Standard Federal
Bank, N.A. and National City Bank, as Documentation Agents.

Transfer: any negotiation, assignment, participation, conveyance, grant of
security interest, lease, delegation, or any other direct or indirect transfer
of complete or partial, legal, beneficial, economic or other interest or
obligation.

Transferee: any Person to whom a Transfer is made.


                                       -8-
<PAGE>
                                 SIGNATURE PAGE

Each of the Guarantors makes this Guaranty in favor of the Bank, and each agrees
to be bound jointly and severally by the terms and conditions of this Guaranty,
both the general terms and conditions set forth above and the specific terms and
conditions set forth below.

a)   DEBTOR(S) [PRINT FULL NAME(S)]: PERRIGO ISRAEL HOLDINGS LTD., A/K/A/
     PERRIGO HOLDING LTD., its successors and/or assigns

b)   TYPE OF GUARANTY: NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
     CONTRARY, EXCEPT FOR GUARANTOR'S OBLIGATIONS UNDER SECTION 7(A) OF THIS
     GUARANTY AND UNDER SECTION 13 OF THE CASH COLLATERAL AGREEMENT
     (COLLECTIVELY "RECOURSE OBLIGATIONS"), THIS GUARANTY IS NON-RECOURSE TO THE
     GUARANTOR AND NOTHING HEREIN CONTAINED SHALL BE DEEMED TO CAUSE THE
     GUARANTOR TO BE PERSONALLY LIABLE TO PAY ANY OF THE INDEBTEDNESS,
     OBLIGATIONS OR LIABILITIES HEREUNDER, AND NOTWITHSTANDING ANYTHING HEREIN
     (EXCEPT FOR THE RECOURSE OBLIGATIONS) OR IN THE CASH COLLATERAL AGREEMENT
     TO THE CONTRARY THE SOLE REMEDY OF THE BANK WITH RESPECT TO THE GUARANTOR
     SHALL BE AGAINST THE COLLATERAL (EXCEPT WITH RESPECT TO THE RECOURSE
     OBLIGATIONS). THE BANK SHALL NOT ENFORCE THE INDEBTEDNESS, OBLIGATIONS OR
     LIABILITIES OF THE GUARANTOR TO PERFORM AND OBSERVE ANY OF ITS OBLIGATIONS
     THAT MAY BE CONTAINED HEREIN OR IN THE CASH COLLATERAL AGREEMENT BY ANY
     ACTION OR PROCEEDING WHEREIN A MONEY JUDGMENT SHALL BE SOUGHT AGAINST
     GUARANTOR, EXCEPT WITH RESPECT TO THE RECOURSE OBLIGATIONS AND EXCEPT THAT
     THE BANK MAY BRING ANY ACTION, INCLUDING AN ACTION FOR SPECIFIC PERFORMANCE
     OR ANY OTHER APPROPRIATE ACTION OR PROCEEDING, TO ENABLE THE BANK TO
     ENFORCE AND REALIZE UPON ITS INTEREST IN THE COLLATERAL PURSUANT TO THE (A)
     CASH COLLATERAL AGREEMENT, AND/OR (B) THIS GUARANTY. THE PROVISIONS OF THIS
     SUBSECTION (B) SHALL NOT, HOWEVER, (I) CONSTITUTE A WAIVER, RELEASE OR
     IMPAIRMENT OF ANY OBLIGATION EVIDENCED OR SECURED BY THE CASH COLLATERAL
     AGREEMENT AND/OR THE COLLATERAL; (II) IMPAIR THE RIGHT OF THE BANK TO NAME
     GUARANTOR AS A PARTY DEFENDANT IN ANY ACTION OR SUIT TO ENABLE THE BANK TO
     ENFORCE AND REALIZE UPON ITS INTEREST IN THE COLLATERAL PURSUANT TO THE
     CASH COLLATERAL AGREEMENT AND/OR THIS GUARANTY; (III) AFFECT THE VALIDITY
     OR ENFORCEABILITY OF THIS GUARANTY OR THE CASH COLLATERAL AGREEMENT; (IV)
     IMPAIR THE ENFORCEMENT OF THE CASH COLLATERAL AGREEMENT; OR (V) CONSTITUTE
     A WAIVER RELEASE OR IMPAIRMENT OF THE BANK'S RIGHT TO ENFORCE ITS RIGHTS
     AGAINST GUARANTOR, BY AN ACTION OR PROCEEDING WHEREIN MONEY JUDGMENT SHALL
     BE SOUGHT AGAINST THE GUARANTOR OR OTHERWISE, WITH RESPECT TO THE RECOURSE
     OBLIGATIONS.

c)   OPPORTUNITY TO CONSULT WITH COUNSEL. EACH GUARANTOR ACKNOWLEDGES HAVING HAD
     THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL PRIOR TO EXECUTING THIS
     GUARANTY.

d)   JURY TRIAL WAIVER. BOTH THE BANK AND THE GUARANTORS WAIVE AND GIVE UP THE
     RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE, ACTION OR PROCEEDING
     RELATING TO THIS GUARANTY OR ANY OF THE OBLIGATIONS OR LIABILITIES; ANY
     LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OF THE
     OBLIGATIONS OR LIABILITIES SHALL TAKE PLACE WITHOUT A JURY.

     Date: March 16, 2005

                        SIGNATURE(S) AND IDENTIFICATION:

                                        If corporation partnership, or other
                                        entity:

                                        PERRIGO INTERNATIONAL, INC.


                                        By: /s/ James R. Ondersma
                                            ------------------------------------
                                            James R. Ondersma
                                            Treasurer

                                        Tax ID No. 38-3144353


                                       -9-
<PAGE>
All signature(s) verified: /s/ Maxine Levy
                           ------------------------------------

Guarantors' address and fax number for purposes of notice:

Address: 515 Eastern Avenue
         Allegan, Michigan 49010
         Attn: James R. Ondersma, Treasurer

Fax: 269-673-1234

Email: jondersm@perrigo.com


                                      -10-
<PAGE>
                                 ACKNOWLEDGEMENT

STATE OF MICHIGAN   )
                    ) ss.:
COUNTY OF ALLEGAN   )

     The foregoing instrument was acknowledged before me in Allegan County,
Michigan, on March 16, 2005, by James R. Ondersma, the Treasurer of Perrigo
International, Inc., a Michigan corporation for the corporation.


                                        /s/ Diane L. Lunt
                                        ----------------------------------------
                                            Notary Public