of
financial institutions organized by BofA or an affiliate of BofA (even if BofA
or any such Lender ceases to be a Lender under the Credit Agreement for any
reason), and any institution that participates, and in each case their
subsequent assigns, in such Interest Rate Agreement (collectively, the "Interest
Rate Creditors", and the Interest Rate Creditors together with the Bank
Creditors, collectively, the "Secured Creditors");
WHEREAS, it is a condition to the effectiveness of the amendment and restatement
of the Existing Credit Agreement as contemplated by the Credit Agreement and to
the making of Loans to the Borrower and the issuance of, and participation in,
Letters of Credit for the account of the Borrower under the Credit Agreement
that each Guarantor shall have executed and delivered this Guaranty as an
amendment and restatement of the Original U.S. Subsidiaries Guaranty; and
WHEREAS, each Guarantor will obtain benefits from the aforesaid amendment and
restatement of the Existing Credit Agreement and from the incurrence of Loans by
the Borrower and the issuance of Letters of Credit for the account of the
Borrower under the Credit Agreement and the Borrower's entering into Interest
Rate Agreements and, accordingly, desires to execute this Guaranty in order to
satisfy the condition described in the preceding paragraph and to induce the
Lenders to make Loans to the Borrower and participate in Letters of Credit to
induce the Issuing Lender to issue Letters of Credit for the account of the
Borrower and to induce the Interest Rate Creditors to enter into Interest Rate
Agreements with the Borrower;
NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to
each Guarantor, the receipt and sufficiency of which are hereby acknowledged,
each Guarantor hereby makes the following representations and warranties to the
Secured Creditors and hereby covenants and agrees with each Secured Creditor as
follows:
1.
EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY, AND JOINTLY AND
SEVERALLY, GUARANTEES:
(I)
TO THE BANK CREDITORS THE FULL AND PROMPT PAYMENT WHEN DUE
(WHETHER AT THE STATED MATURITY, BY ACCELERATION OR OTHERWISE) OF (A) THE
PRINCIPAL OF AND INTEREST ON THE
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NOTES ISSUED BY, AND THE LOANS MADE TO, THE BORROWER UNDER THE CREDIT AGREEMENT,
(B) ALL REIMBURSEMENT OBLIGATIONS AND UNPAID DRAWINGS WITH RESPECT TO LETTERS OF
CREDIT ISSUED UNDER THE CREDIT AGREEMENT AND (C) ALL OTHER OBLIGATIONS
(INCLUDING OBLIGATIONS WHICH, BUT FOR ANY AUTOMATIC STAY UNDER SECTION 362(A) OF
THE BANKRUPTCY CODE, WOULD BECOME DUE) AND LIABILITIES OWING BY THE BORROWER TO
THE BANK CREDITORS UNDER THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, INDEMNITIES, FEES AND INTEREST THEREON) WHETHER
NOW EXISTING OR HEREAFTER INCURRED UNDER, ARISING OUT OF OR IN CONNECTION WITH
THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND THE DUE PERFORMANCE AND
COMPLIANCE WITH THE TERMS OF THE CREDIT DOCUMENTS BY THE BORROWER (ALL SUCH
PRINCIPAL, INTEREST, LIABILITIES AND OBLIGATIONS UNDER THIS CLAUSE (I), EXCEPT
TO THE EXTENT CONSISTING OF OBLIGATIONS OR LIABILITIES WITH RESPECT TO INTEREST
RATE AGREEMENTS, BEING HEREIN COLLECTIVELY CALLED, THE