OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR ANY INDEMNIFIED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH GUARANTOR AND EACH
OF THE GUARANTEED PARTIES AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
E-9
EACH GUARANTOR WARRANTS AND AGREES THAT EACH OF THE WAIVERS SET FORTH ABOVE IS
MADE WITH SUCH GUARANTOR'S FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCE
AND THAT, UNDER THE CIRCUMSTANCES, THE WAIVERS ARE REASONABLE AND NOT CONTRARY
TO PUBLIC POLICY OR LAW. IF ANY SUCH WAIVER IS DETERMINED TO BE CONTRARY TO ANY
APPLICABLE LAW OR PUBLIC POLICY, SUCH WAIVER SHALL BE EFFECTIVE ONLY TO THE
EXTENT, BUT TO THE FULLEST EXTENT, PERMITTED BY LAW OR PUBLIC POLICY.
Each Guarantor acknowledges having read all the provisions of this Agreement and
agrees to its terms. In addition, each Guarantor understands that this Agreement
is effective upon such Guarantor's execution and delivery of this Agreement to
the Administrative Agent on behalf of all of the Guaranteed Parties (and the
satisfaction of all of the conditions set forth in Section 5.1 of the Credit
Agreement). No formal acceptance by the Guaranteed Parties is necessary to make
this Agreement effective.
E-10
IN WITNESS WHEREOF, each Guarantor has executed this Agreement as of the date
first written above.
[
], a [
] By:
Name:
Title:
Notice Information:
Attn:
Telephone:
.
.
Telefacsimile:
.
.
E-11
EXHIBIT F
FORM OF TERM COMMITMENT NOTE
$
_____________
FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to
the order of
(the "Lender") the principal
amount of
Dollars ($
) or
such lesser aggregate outstanding principal amount of all Term Commitment Loans
(as defined in the Credit Agreement hereinafter defined) made by the Lender to
the Borrower pursuant to that certain Amended and Restated Credit Agreement,
dated as of October 15, 2004 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement"; capitalized
terms used but not otherwise defined herein have the meaning ascribed thereto in
the Agreement), among the Borrower, the Lenders from time to time party thereto,
Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, National
Association, as Documentation Agent and Collateral Agent, on the dates and in
the amounts and