<PAGE>
                                                                    EXHIBIT 10.5

                           FORM OF SUBSIDIARY GUARANTY

         This SUBSIDIARY GUARANTY, dated as of _____ __, ____ (as amended,
supplemented, amended and restated or otherwise modified from time to time, this
"Guaranty"), is made by each Subsidiary of Associated Materials Incorporated
from time to time party hereto (each individually a "Guarantor" and collectively
the "Guarantors") in favor of UBS AG, STAMFORD BRANCH, as administrative agent
(together with its successor(s) thereto, in such capacity the "Administrative
Agent") for each of the Secured Parties.

                              W I T N E S S E T H:

         WHEREAS, pursuant to a Credit Agreement, dated as of April 19, 2002 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among Associated Materials Incorporated, as the
Borrower, Associated Materials Holdings Inc., the various financial institutions
and other Persons as are or may become parties thereto, as the Lenders, the
Administrative Agent, Credit Suisse First Boston, Cayman Islands Branch, as
Syndication Agent, CIBC World Markets Corp., as Documentation Agent, and UBS
Warburg LLC and Credit Suisse First Boston Corporation, as Joint Lead Arrangers,
the Lenders and the Issuers have extended Commitments to make Credit Extensions
to the Borrower; and

         WHEREAS, as a condition precedent to the making of the Credit
Extensions under the Credit Agreement, each Guarantor is required to execute and
deliver this Guaranty;

         NOW THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, each Guarantor agrees, for the benefit of each Secured
Party, as follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Guaranty, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

         "Administrative Agent" is defined in the preamble.

         "Credit Agreement" is defined in the first recital.

         "Guarantor" and "Guarantors" are defined in the preamble.

         "Guaranty" is defined in the preamble.
<PAGE>
         SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, terms used in this Guaranty, including
its preamble and recitals, have the meanings provided in the Credit Agreement.


                                   ARTICLE II
                               GUARANTY PROVISIONS

         SECTION 2.1. Guaranty. Each Guarantor hereby absolutely,
unconditionally and irrevocably

                  (a) guarantees the full and punctual payment when due, whether
         at stated maturity, by required prepayment, declaration, acceleration,
         demand or otherwise, of all Obligations of the Borrower and each other
         Obligor, now or hereafter existing, whether for principal, interest,
         fees, expenses or otherwise (including all such amounts which would
         become due but for the operation of the automatic stay under Section
         362(a) of the United States Bankruptcy Code, 11 U.S.C. Section 362(a),
         and the operation of Sections 502(b) and 506(b) of the United States
         Bankruptcy Code, 11 U.S.C. Section 502(b) and Section 506(b)), and

                  (b) indemnifies and holds harmless each Secured Party for any
         and all costs and expenses (including reasonable attorney's fees and
         expenses) incurred by such Secured Party in enforcing any rights under
         this Guaranty;

provided that each Guarantor shall only be liable under this Guaranty for the
maximum amount of such liability that can be hereby incurred without rendering
this Guaranty, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount. This Guaranty constitutes a guaranty of payment when due and not
of collection, and each Guarantor specifically agrees that it shall not be
necessary or required that any Secured Party exercise any right, assert any
claim or demand or enforce any remedy whatsoever against the Borrower or any
other Obligor (or any other Person) before or as a condition to the obligations
of such Guarantor hereunder.

         SECTION 2.2. Acceleration of Guaranty. Each Guarantor agrees that, in
the event of the occurrence of an Event of Default described under Section 8.1.9
of the Credit Agreement, and if such Event of Default shall occur at a time when
any of the Obligations of any Obligor may not then be due and payable, such
Guarantor agrees that it shall pay to the Administrative Agent for the account
of the Secured Parties forthwith the full amount which would be payable
hereunder by such Guarantor if all such Obligations were then due and payable.

         SECTION 2.3. Guaranty Absolute, etc. This Guaranty shall in all
respects be a continuing, absolute, unconditional and irrevocable guaranty of
payment, and shall remain in full force and effect until the Termination Date
has occurred. Each Guarantor guarantees that the Obligations of the Borrower and
each other Obligor will be paid strictly in accordance with the terms of each
Loan Document under which they arise, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any


                                      -2-
<PAGE>
Secured Party with respect thereto. The liability of each Guarantor under this
Guaranty shall be absolute, unconditional and irrevocable irrespective of:

                  (a) any lack of validity, legality or enforceability of any
         Loan Document;

                  (b) the failure of any Secured Party (i) to assert any claim
         or demand or to enforce any right or remedy against the Borrower or any
         other Obligor or any other Person (including any other guarantor) under
         the provisions of any Loan Document or otherwise, or (ii) to exercise
         any right or remedy against any other guarantor (including any
         Guarantor) of, or collateral securing, any Obligations of the Borrower
         or any other Obligor;

                  (c) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Obligations of the Borrower or
         any other Obligor, or any other extension, compromise or renewal of any
         Obligation of the Borrower or any other Obligor;

                  (d) any reduction, limitation, impairment or termination of
         any Obligations of the Borrower or any other Obligor for any reason,
         including any claim of waiver, release, surrender, alteration or
         compromise, and shall not be subject to (and each Guarantor hereby
         waives any right to or claim of) any defense or setoff, counterclaim,
         recoupment or termination whatsoever by reason of the invalidity,
         illegality, nongenuineness, irregularity, compromise, unenforceability
         of, or any other event or occurrence affecting, any Obligations of the
         Borrower or any other Obligor or otherwise;

                  (e) any amendment to, rescission, waiver, or other
         modification of, or any consent to departure from, any of the terms of
         any Loan Document;

                  (f) any addition, exchange or release of any collateral or of
         any Person that is (or will become) a guarantor (including any
         Guarantor) of the Obligations, or surrender or non-perfection of any
         collateral, or any amendment to or waiver or release or addition to, or
         consent to or departure from, any other guaranty, held by any Secured
         Party securing any of the Obligations of the Borrower or any other
         Obligor; or

                  (g) any other circumstance which might otherwise constitute a
         defense available to, or a legal or equitable discharge of, the
         Obligations of the Borrower or any other Obligor, any surety or any
         guarantor.

         SECTION 2.4. Reinstatement, etc. Each Guarantor agrees that this
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment (in whole or in part) of any of the Obligations is
rescinded or must otherwise be restored to any Obligor by any Secured Party,
upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise,
all as though such payment had not been made.

         SECTION 2.5. Waiver, etc. Each Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of the Borrower or any other Obligor and of this Guaranty and any
requirement that any Secured Party protect,


                                      -3-
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secure, perfect or insure any security interest or Lien, or any property subject
thereto, or exhaust any right or take any action against the Borrower, any other
Obligor or any other Person (including any other guarantor) or entity or any
collateral securing the Obligations of the Borrower or such Obligor.

         SECTION 2.6. Postponement of Subrogation, etc. Each Guarantor hereby
agrees that, at all times prior to the Termination Date, it will not exercise
any rights which it may acquire by way of rights of subrogation under this
Guaranty, by any payment made hereunder or otherwise. Any amount paid to any
Guarantor on account of any such subrogation rights prior to the Termination
Date shall be held in trust for the benefit of the Secured Parties and shall
immediately be paid to the Administrative Agent for the benefit of the Secured
Parties and credited and applied against the Obligations of the Borrower and
each other Obligor, whether matured or unmatured, in accordance with the terms
of the Credit Agreement. In furtherance of the foregoing, each Guarantor shall,
at all times prior to the Termination Date, refrain from taking any action or
commencing any proceeding against the Borrower or any other Obligor (or any of
its successors or assigns, whether in connection with a bankruptcy proceeding or
otherwise) to recover any amounts in respect of payments made under this
Guaranty to any Secured Party.

         SECTION 2.7. Successors, Transferees and Assigns; Transfers of Notes,
etc. This Guaranty shall (a) be binding upon each Guarantor, and its successors,
transferees and assigns; and (b) inure to the benefit of and be enforceable by
each Secured Party. Without limiting the generality of clause (b), any Lender
may assign or otherwise transfer (in whole or in part) any Note or Credit
Extension held by it to any other Person or entity, and such other Person or
entity shall thereupon become vested with all rights and benefits in respect
thereof granted to such Lender under any Loan Document (including this Guaranty)
or otherwise, subject, however, to any contrary provisions in such assignment or
transfer, and to the provisions of Section 11.11 and Article X of the Credit
Agreement.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Secured Parties to enter into the Credit
Agreement and make Credit Extensions thereunder, and to induce Secured Parties
to enter into Rate Protection Agreements, each Guarantor represents and warrants
to each Secured Party as set forth below.

         SECTION 3.1. Credit Agreement Representations and Warranties. Each
Guarantor hereby represents and warrants for itself unto each Secured Party that
the representations and warranties contained in Article VI of the Credit
Agreement, insofar as the representations and warranties contained therein are
applicable to such Guarantor and its properties, are true and correct in all
material respects, each such representation and warranty set forth in such
Article (insofar as applicable as aforesaid), and all other terms of the Credit
Agreement to which reference is made therein and applicable to such Guarantor
and its properties together with all related definitions and ancillary
provisions, being hereby incorporated into this Guaranty to such extent by this
reference as though specifically set forth in this Article.



                                      -4-
<PAGE>
         SECTION 3.2. Financial Condition of each Obligor. Each Guarantor has
knowledge of the Borrower's and each other Obligor's financial condition and
affairs and that it has adequate means to obtain from the Borrower and each such
other Obligor on an ongoing basis information relating thereto and to the
Borrower's and each such other Obligor's ability to pay and perform its
respective Obligations, and agrees to assume the responsibility for keeping, and
to keep, so informed for so long as this Guaranty is in effect. Each Guarantor
acknowledges and agrees that the Secured Parties shall have no obligation to
investigate the financial condition or affairs of the Borrower or any other
Obligor for the benefit of such Guarantor nor to advise such Guarantor of any
fact respecting, or any change in, the financial condition or affairs of the
Borrower or any other Obligor that might become known to any Secured Party at
any time, whether or not such Secured Party knows or believes or has reason to
know or believe that any such fact or change is unknown to such Guarantor, or
might (or does) materially increase the risk of such Guarantor as guarantor, or
might (or would) affect the willingness of such Guarantor to continue as a
guarantor of the Obligations.

         SECTION 3.3. Best Interests. It is in the best interests of each
Guarantor to execute this Guaranty inasmuch as such Guarantor will, as a result
of being a Subsidiary of the Borrower, derive substantial direct and indirect
benefits from the Credit Extensions made from time to time to the Borrower by
the Lenders and the Issuers pursuant to the Credit Agreement and the execution
and delivery of Rate Protection Agreements between the Borrower or any other
Obligor and certain Secured Parties, and each Guarantor agrees that the Secured
Parties are relying on this representation in agreeing to make Credit Extensions
to the Borrower.

                                   ARTICLE IV
                                 COVENANTS, ETC.

         SECTION 4.1. Covenants. Each Guarantor covenants and agrees that, at
all times prior to the Termination Date, such Guarantor will, and will cause
each of its Subsidiaries to, perform, comply with and be bound by all the
agreements, covenants and obligations contained in Article VII of the Credit
Agreement applicable to such Guarantor, such Subsidiary or their respective
properties. Each such agreement, covenant and obligation contained in Article
VII of the Credit Agreement and all related definitions and ancillary provisions
are hereby incorporated into this Guaranty as though specifically set forth
herein.

                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

         SECTION 5.1. Loan Document. This Guaranty is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof.

         SECTION 5.2. Binding on Successors, Transferees and Assigns;
Assignment. In addition to, and not in limitation of, Section 2.7, this Guaranty
shall be binding upon each


                                      -5-
<PAGE>
Guarantor and its successors, transferees and assigns and shall inure to the
benefit of and be enforceable by each Secured Party and its successors,
transferees and assigns (to the fullest extent provided pursuant to Section
2.7); provided, that, except as provided in the Credit Agreement, this Guaranty
may not be discharged and no Guarantor may assign any of its obligations
hereunder without the prior written consent of the Required Lenders (or to the
extent required pursuant to the Credit Agreement, all Lenders).

         SECTION 5.3. Amendments, etc. No amendment to or waiver of any
provision of this Guaranty, nor consent to any departure by any Guarantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Administrative Agent (on behalf of the Lenders or the Required
Lenders, as the case may be, pursuant to Section 11.1 of the Credit Agreement)
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

         SECTION 5.4. Notices. All notices and other communications provided
hereunder shall be in writing (including by facsimile) and addressed, delivered
or transmitted, if to any Guarantor, at the address or facsimile number of the
Borrower specified in the Credit Agreement, and if to the Administrative Agent,
at its address or facsimile number specified in the Credit Agreement, or at such
other address or facsimile number as may be designated by any such party in a
notice to the other parties. Any notice, if mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any notice, if transmitted by facsimile,
shall be deemed given when the confirmation of transmission thereof is received
by the transmitter.

         SECTION 5.5. Additional Guarantors. Upon the execution and delivery by
any other Person of an instrument in the form of Annex I hereto, such Person
shall become a "Guarantor" hereunder with the same force and effect as if
originally named as a Guarantor herein. The execution and delivery of any such
instrument shall not require the consent of any other Guarantor hereunder. The
rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Guarantor as a party to this
Guaranty.

         SECTION 5.6. No Waiver; Remedies. In addition to, and not in limitation
of, Section 2.3 and Section 2.5, no failure on the part of any Secured Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

         SECTION 5.7. Headings. The various headings of this Guaranty are
inserted for convenience only and shall not affect the meaning or interpretation
of this Guaranty or any provisions hereof.

         SECTION 5.8. Setoff. Each Secured Party shall, upon the occurrence of
any Event of Default described in Section 8.1.9 of the Credit Agreement with
respect to the Borrower or, with the consent of the Required Lenders, upon the
occurrence and during the continuance of any other Event of Default, have the
right to appropriate and apply to the payment of the Obligations


                                      -6-
<PAGE>
owing to it (whether or not then due), and (as security for such Obligations)
such Guarantor hereby grants to each Secured Party a continuing security
interest in, any and all balances, credits, deposits, accounts or moneys of such
Guarantor then or thereafter maintained with such Secured Party, except for any
of the foregoing to the extent covered by the Bridge Escrow Agreement (as
defined in the Bridge Loan Agreement); provided that any such appropriation and
application shall be subject to the provisions of Section 4.8 of the Credit
Agreement. Each Secured Party agrees promptly to notify such Guarantor, the
Borrower and the Administrative Agent after any such setoff and application made
by such Secured Party; provided that the failure to give such notice shall not
affect the validity of such setoff and application. The rights of each Secured
Party under this Section are in addition to other rights and remedies (including
other rights of setoff under applicable law or otherwise) which such Secured
Party may have.

         SECTION 5.9. Severability. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Guaranty
or affecting the validity or enforceability of such provision in any other
jurisdiction.

         SECTION 5.10. Governing Law; Entire Agreement. THIS GUARANTY SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK). This Guaranty constitutes the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersedes any prior agreements, written or oral, with respect hereto.

         SECTION 5.11. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY SECURED PARTY OR
ANY GUARANTOR IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED
IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK OR IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, AT THE AGENTS' OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GUARANTOR IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK IN CARE OF THE BORROWER AT THE
ADDRESS OF THE BORROWER SPECIFIED IN THE CREDIT AGREEMENT. EACH GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY


                                      -7-
<PAGE>
CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE
EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH SUCH GUARANTOR HEREBY
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.

         SECTION 5.12. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT (ON BEHALF
OF THE SECURED PARTIES) AND EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY AND EACH OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF SUCH SECURED PARTIES AND SUCH GUARANTORS IN CONNECTION
HEREWITH OR THEREWITH. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES ENTERING INTO THE
LOAN DOCUMENTS.

         SECTION 5.13. Counterparts. This Guaranty may be executed by the
parties hereto in several counterparts, each of which shall be an original and
all of which shall constitute together but one and the same agreement.




                                      -8-
<PAGE>
         IN WITNESS WHEREOF, each of the parties hereto has caused this Guaranty
to be duly executed and delivered by its Authorized Officer as of the date first
above written.

                                              [NAME OF GUARANTOR]


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


ACCEPTED BY:

UBS AG, STAMFORD BRANCH,
  as Administrative Agent

By:
    -----------------------
    Name:
    Title:


By:
    -----------------------
    Name:
    Title:
<PAGE>
                                                                      ANNEX I to
                                                             Subsidiary Guaranty

                    SUPPLEMENT NO. __ TO SUBSIDIARY GUARANTY

         SUPPLEMENT NO. ___, dated as of ____________ ___, _____ (this
"Supplement"), to the Subsidiary Guaranty, dated as of _____ __, ____ (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Guaranty"), among the initial signatories thereto and each other
Person which from time to time thereafter became a party thereto pursuant to
Section 5.5 thereof (each individually a "Guarantor" and collectively the
"Guarantors"), in favor of UBS AG, STAMFORD BRANCH, as administrative agent
(together with its successor(s) thereto, in such capacity the "Administrative
Agent") for each of the Secured Parties.

                              W I T N E S S E T H:

         WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Guaranty; and

         WHEREAS, the Guaranty provides that additional parties may become
Guarantors under the Guaranty by execution and delivery of an instrument in the
form of this Supplement; and

         WHEREAS, pursuant to the provisions of Section 5.5 of the Guaranty, the
undersigned is becoming a Guarantor under the Guaranty; and

         WHEREAS, the undersigned desires to become a "Guarantor" under the
Guaranty in order to induce the Secured Parties to continue to make Credit
Extensions under the Credit Agreement as consideration therefor;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees, for the
benefit of each Secured Party, as follows:

         SECTION 1. In accordance with the Guaranty, the undersigned by its
signature below becomes a Guarantor under the Guaranty with the same force and
effect as if it were an original signatory thereto as a Guarantor and the
undersigned hereby (a) agrees to all the terms and provisions of the Guaranty
applicable to it as a Guarantor thereunder and (b) represents and warrants that
the representations and warranties made by it as a Guarantor thereunder are true
and correct in all material respects on and as of the date hereof. In
furtherance of the foregoing, each reference to a "Guarantor" in the Guaranty
shall be deemed to include the undersigned.

         SECTION 2. The undersigned hereby represents and warrants that this
Supplement has been duly authorized, executed and delivered by the undersigned
and constitutes a legal, valid and binding obligation of the undersigned,
enforceable against it in accordance with its terms.

         SECTION 3. Except as expressly supplemented hereby, the Guaranty shall
remain in full force and effect in accordance with its terms.
<PAGE>
         SECTION 4. In the event 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 Guaranty shall not in any way be affected or impaired.

         SECTION 5. Without limiting the provisions of the Credit Agreement (or
any other Loan Document, including the Guaranty), the undersigned agrees to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including reasonable attorneys' fees and
expenses of the Administrative Agent.

         SECTION 6. THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK).

         SECTION 7. This Supplement shall be deemed to be a part of the
Guaranty.

         SECTION 8. This Supplement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement.
<PAGE>
         IN WITNESS WHEREOF, each of the parties hereto has caused this
Supplement to the Guaranty to be duly executed and delivered by its Authorized
Officer as of the date and year first above written.

                                                  [GUARANTOR]

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



ACCEPTED BY:

UBS AG, STAMFORD BRANCH,
  as Administrative Agent

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