Enterprises, Inc. (one of the
Guarantors), the Agent, and the Lenders now or hereafter party thereto (the
"Lenders"), each Guarantor hereby unconditionally and irrevocably guarantees and
becomes surety as though it was a primary obligor for the full and timely
payment when due, whether at maturity, by declaration, acceleration or
otherwise, of the principal of and interest and fees on all Obligations (as
defined in the Credit Agreement), both those now in existence and those that
shall hereafter be made, of the Borrower to the Agent and the Lenders under the
Credit Agreement and the Notes issued by the Borrower in connection therewith
and any extensions, renewals, replacements or refundings thereof, and each and
every other obligation or liability (both those now in existence and those that
shall hereafter arise and including, without limitation, all costs and expenses
of enforcement and collection, including reasonable attorney's fees) of the
Borrower to the Lenders under the Credit Agreement and the other Loan Documents
(as defined in the Credit Agreement), and any extensions, renewals, replacements
or refundings thereof (hereinafter referred to as the "Guaranteed
Indebtedness"), whether or not such Guaranteed Indebtedness or any portion
thereof shall hereafter be released or discharged or is for any reason invalid
or unenforceable.
1.
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED HEREIN
SHALL HAVE SUCH MEANINGS GIVEN TO THEM IN THE CREDIT AGREEMENT.
2.
EACH GUARANTOR AGREES TO MAKE SUCH FULL PAYMENT FORTHWITH UPON
DEMAND OF THE AGENT WHEN THE GUARANTEED INDEBTEDNESS OR ANY PORTION THEREOF IS
DUE TO BE PAID BY THE BORROWER TO THE LENDERS, WHETHER AT STATED MATURITY, BY
DECLARATION, ACCELERATION OR OTHERWISE. EACH GUARANTOR AGREES TO MAKE SUCH FULL
PAYMENT IRRESPECTIVE OF WHETHER OR NOT ANY ONE OR MORE OF THE FOLLOWING EVENTS
HAS OCCURRED:
(I) THE AGENT HAS MADE ANY DEMAND ON THE BORROWER OR THE OTHER
GUARANTORS; (II) THE AGENT HAS TAKEN ANY ACTION OF ANY NATURE AGAINST THE
BORROWER OR THE OTHER GUARANTORS; (III) THE AGENT HAS PURSUED ANY RIGHTS WHICH
IT HAS AGAINST ANY OTHER PERSON WHO MAY BE LIABLE FOR THE GUARANTEED
INDEBTEDNESS; (IV) THE AGENT HOLDS OR HAS RESORTED TO ANY SECURITY FOR THE
GUARANTEED INDEBTEDNESS; OR (V) THE AGENT HAS INVOKED ANY OTHER REMEDY OR RIGHT
IT HAS AVAILABLE WITH RESPECT TO THE GUARANTEED INDEBTEDNESS. EACH GUARANTOR
FURTHER AGREES TO
MAKE FULL PAYMENT TO THE LENDERS EVEN IF CIRCUMSTANCES EXIST WHICH OTHERWISE
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF SUCH GUARANTOR AS SURETY OR
GUARANTOR.
3.
THE TERMS, CONDITIONS AND PROVISIONS OF SECTION 5.1
[REPRESENTATIONS AND WARRANTIES] OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN
BY REFERENCE AS IF FULLY SET FORTH IN THIS GUARANTEE. THE GUARANTORS, JOINTLY
AND SEVERALLY, WITHOUT ANY FURTHER ACT OR UNDERTAKING OR THE OCCURRENCE OF ANY
OTHER EVENT, MAKE THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.1
[REPRESENTATIONS AND WARRANTIES] OF THE CREDIT AGREEMENT TO THE AGENT AND TO
EACH OF THE LENDERS ON THE DATE HEREOF AND ON THE CLOSING DATE AND EACH DATE
THEREAFTER ON WHICH A