EX-4.12


                    BUILDING MATERIALS CORPORATION OF AMERICA

                           7.75% Senior Notes due 2014

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York

                                                               November 10, 2004

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
as the Initial Purchasers
     c/o Citigroup Global Markets Inc.
     388 Greenwich Street
     New York, New York 10013

Dear Sirs:

                  Building Materials Corporation of America, a corporation
organized under the laws of Delaware (the "Company"), proposes to issue and sell
to certain purchasers (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement dated as of November 5, 2004 (the "Purchase Agreement")
relating to the initial placement of the Securities (as defined below) (the
"Initial Placement"), its 7.75% Senior Notes due 2014 (the "Notes"). The Notes
will be fully and unconditionally guaranteed as to payment of principal,
premium, if any, and interest (the "Guarantees" and together with the Notes, the
"Securities") by the Company's subsidiaries listed in Schedule II to the
Purchase Agreement (each a "Subsidiary Guarantor" and collectively, the
"Subsidiary Guarantors"). The Notes are to be issued under an indenture (the
"Indenture"), dated as of July 26, 2004, among the Company, the Subsidiary
Guarantors and Wilmington Trust Company, as trustee (the "Trustee"). The Company
previously issued under the Indenture $200,000,000 principal amount of its 7.75%
Senior Notes Due 2014 (the "Initial Notes"). The Notes will rank equally with
and form part of a single series with the Initial Notes and will have the same
terms and bear the same CUSIP number as such Initial Notes.

                  To induce the Initial Purchasers to enter into the Purchase
Agreement and to satisfy a condition of your obligations thereunder, the Company
and the Subsidiary Guarantors, jointly and severally, agree with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, together, the
"Holders"), as follows:

1. DEFINITIONS. Capitalized terms used herein without definition shall have
their respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

<PAGE>

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the U.S. Securities and Exchange
Commission.

                  "Company" shall have the meaning set forth in the preamble
hereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the 180 day
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company and the Subsidiary Guarantors on an
appropriate form under the Act with respect to the Registered Exchange Offer,
all amendments and supplements to such registration statement, including
post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Subsidiary Guarantor or any Affiliate of the Company or any
Subsidiary Guarantor) for New Securities.

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of July 26, 2004, among the Company, the Subsidiary
Guarantors and Wilmington Trust Company, as trustee, as the same may be amended
from time to time in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.


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<PAGE>

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                  "Managing Underwriters" shall mean the investment bank or
investment banks and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the
Securities or, if no such interest has been paid, from the date of their
original issue, (ii) the transfer restrictions thereon shall be eliminated and
(iii) certain provisions relating to an increase in the special rate of interest
thereon shall be modified or eliminated, as appropriate) and to be issued under
the Indenture or the New Securities Indenture) and to be issued under the
Indenture or the New Securities Indenture.

                  "New Securities Indenture" shall mean an indenture among the
Company, the Subsidiary Guarantors and the New Securities Trustee, identical in
all material respects to the Indenture (except that (i) interest thereon shall
accrue from the last date on which interest was paid on the Securities or, if no
such interest has been paid, from the date of their original issue, (ii) the
transfer restrictions thereon shall be eliminated and (iii) certain provisions
relating to an increase in the special rate of interest thereon shall be
modified or eliminated, as appropriate) and to be issued under the Indenture or
the New Securities Indenture).

                  "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture.

                  "Notes" shall have the meaning set forth in the preamble
hereto.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Default" shall have the meaning set forth in
Section 4(a) hereof.


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<PAGE>

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company and the Subsidiary Guarantors pursuant to
the provisions of Section 3 hereof which covers some or all of the Securities or
New Securities, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

                  "Special Interest" shall have the meaning set forth in Section
4(a) hereof.

                  "Subsidiary Guarantor" shall have the meaning set forth in the
preamble hereto.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "underwriter" shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2. Registered Exchange Offer

                  (a) To the extent not prohibited by law or applicable
interpretations thereof by the Commission's staff, the Company and the
Subsidiary Guarantors shall prepare and shall file with the Commission the
Exchange Offer Registration Statement with respect to the Registered Exchange
Offer. The Company and the Subsidiary Guarantors shall use their best efforts to
cause the Exchange Offer Registration Statement to be declared effective under
the Act within 210 days of July 26, 2004 (or if such 210th day is not a Business
Day, the next succeeding Business Day).

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Subsidiary Guarantors shall promptly commence the
Registered Exchange Offer, it being the objective of such Registered Exchange
Offer to enable each Holder electing to exchange Securities for New Securities
(assuming that such Holder is not an Affiliate of the Company or any Subsidiary
Guarantor, acquires the New Securities in the ordinary course of such Holder's
business, has no arrangements with any Person to participate in the distribution
of the New Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to trade such
New Securities from and after their



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<PAGE>

receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.

                  (c) In connection with the Registered Exchange Offer, the
Company and the Subsidiary Guarantors shall:

                        (i) mail to each Holder a copy of the Prospectus forming
      part of the Exchange Offer Registration Statement, together with an
      appropriate letter of transmittal and related documents;

                        (ii) keep the Registered Exchange Offer open for not
      less than 30 days and not more than 45 days after the date notice thereof
      is mailed to the Holders (or, in each case, longer if required by
      applicable law);

                        (iii) use their respective best efforts to keep the
      Exchange Offer Registration Statement continuously effective under the
      Act, supplemented and amended as required, under the Act to ensure that it
      is available for sales of New Securities by Exchanging Dealers and other
      persons, if any, subject to similar prospectus delivery requirements
      during the Exchange Offer Registration Period;

                        (iv) utilize the services of a depositary for the
      Registered Exchange Offer with an address in the Wilmington, Delaware
      which may be the Trustee, the New Securities Trustee or an Affiliate of
      either of them;

                        (v) permit Holders to withdraw tendered Securities at
      any time prior to the close of business, New York time, on the last
      Business Day on which the Registered Exchange Offer is open;

                        (vi) prior to effectiveness of the Exchange Offer
      Registration Statement, if required or requested by the Commission,
      provide a supplemental letter to the Commission (A) stating that the
      Company and the Subsidiary Guarantors are conducting the Registered
      Exchange Offer in reliance on the position of the Commission in EXXON
      CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988) and MORGAN STANLEY
      AND CO., INC. (pub. avail. June 5, 1991); and (B) including a
      representation that neither the Company nor any Subsidiary Guarantor has
      entered into any arrangement or understanding with any Person to
      distribute the New Securities to be received in the Registered Exchange
      Offer and that, to the best of each of the Company's and the Subsidiary
      Guarantors' information and belief, each Holder participating in the
      Registered Exchange Offer is acquiring the New Securities in the ordinary
      course of business and has no arrangement or understanding with any Person
      to participate in the distribution of the New Securities; and

                        (vii) comply in all material respects with all laws
      applicable to the Registered Exchange Offer.

                  (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company and the Subsidiary Guarantors shall:


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<PAGE>

                        (i) accept for exchange all Securities duly tendered and
      not validly withdrawn pursuant to the Registered Exchange Offer;

                        (ii) deliver to the Trustee for cancellation in
      accordance with Section 5(s) all Securities so accepted for exchange; and

                        (iii) cause the New Securities Trustee promptly to
      authenticate and deliver to each Holder of Securities a principal amount
      of New Securities equal to the principal amount of the Securities of such
      Holder so accepted for exchange.

                  (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities, if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates, (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in MORGAN STANLEY AND CO., INC. (pub. avail. June 5,
1991) and EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction and such secondary resale transactions must be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act. Accordingly, as a condition to its participation in the Registered
Exchange Offer, each Holder shall be required to represent to the Company that,
at the time of the consummation of the Registered Exchange Offer:

                        (i) any New Securities received by such Holder will be
      acquired in the ordinary course of business;

                        (ii) such Holder will have no arrangement or
      understanding with any Person to participate in the distribution of the
      Securities or the New Securities within the meaning of the Act; and

                        (iii) such Holder is not an Affiliate of the Company or
      any Subsidiary Guarantor (or, if it is an Affiliate, that it will comply
      with the registration and prospectus delivery requirements of the Act to
      the extent applicable).

                  (f) If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the Person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Company and the Subsidiary Guarantors shall use their best
efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for
such New Securities as for New Securities issued pursuant to the Registered
Exchange Offer.

                  3. Shelf Registration. (A) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company and
the Subsidiary Guarantors



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<PAGE>

determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; or
(ii) for any other reason the Exchange Offer Registration Statement is not
declared effective within 210 days after July 26, 2004 or the Registered
Exchange Offer is not consummated within 240 days after July 26, 2004; (iii) any
Initial Purchaser so requests with respect to Securities that are not eligible
to be exchanged for New Securities in the Registered Exchange Offer and that are
held by it following consummation of the Registered Exchange Offer; (iv) any
Holder (other than an Initial Purchaser) is not eligible to participate in the
Registered Exchange Offer or does not receive freely tradeable notes New
Securities in the Registered Exchange Offer other than by reason of being an
affiliate of the Company; or (v) does not receive freely tradeable New
Securities in exchange for Securities in the Registered Exchange Offer other
than by reason of such Holder being an Affiliate of the Company (it being
understood that the requirement that an Exchanging Dealer deliver a Prospectus
in connection with sales of New Securities acquired in the Registered Exchange
Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable"), the Company and the Subsidiary Guarantors shall
effect a Shelf Registration Statement in accordance with subsection (b) below.

                  (b) (i) The Company and the Subsidiary Guarantors shall as
promptly as practicable (but in no event later than 60 days after so required or
requested pursuant to this Section 3), file with the Commission and thereafter
shall use their best efforts to cause to be declared effective under the Act
prior to 150 days after the date the obligation to file arises a Shelf
Registration Statement relating to the offer and sale of the Securities or the
New Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder; and provided further, that with respect to New Securities received
by an Initial Purchaser in exchange for Securities constituting any portion of
an unsold allotment, the Company and the Subsidiary Guarantors may, if permitted
by current interpretations by the Commission's staff, file a post-effective
amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 or 508 of Regulation S-K under the Act, as
applicable, in satisfaction of their obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.

                        (ii) The Company and the Subsidiary Guarantors shall use
      their best efforts to keep the Shelf Registration Statement continuously
      effective, supplemented and amended as required by the Act, in order to
      permit the Prospectus forming part thereof to be usable by Holders for a
      period of two years from the date the Shelf Registration Statement is
      declared effective by the Commission or such shorter period that will
      terminate when all the Securities or New Securities, as applicable,
      covered by the Shelf Registration Statement have been sold pursuant to the
      Shelf Registration Statement or pursuant to Rule 144 under the Act (in any
      such case, such period being called the "Shelf Registration Period"). Each
      of the Company and the Subsidiary Guarantors shall be deemed not to have
      used its best efforts to keep the Shelf Registration Statement effective



                                       7
<PAGE>

      during the requisite period if it voluntarily takes any action that would
      result in Holders of Securities covered thereby not being able to offer
      and sell such Securities during that period, unless (A) such action is
      required by applicable law; or (B) such action is taken by the Company and
      the Subsidiary Guarantors in good faith and for valid business reasons
      (not including avoidance of the Company's and the Subsidiary Guarantors'
      obligations hereunder), including the acquisition or divestiture of
      assets, so long as each of the Company and the Subsidiary Guarantors
      promptly thereafter complies with the requirements of Section 5(k) hereof,
      if applicable.

                        (iii) The Company and the Subsidiary Guarantors shall
      cause the Shelf Registration Statement and the related Prospectus and any
      amendment or supplement thereto, as of the effective date of the Shelf
      Registration Statement or such amendment or supplement, (A) to comply in
      all material respects with the applicable requirements of the Securities
      Act and the rules and regulations of the Commission; and (B) not to
      contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading.

                  4. SPECIAL INTEREST.

                  (a) If (i) on or prior to the 210th day following July 26,
2004, the Exchange Offer Registration Statement has not been declared effective,
(ii) on or prior to the 240th day following July 26, 2004, the Registered
Exchange Offer has not been consummated, (iii) on or prior to the 60th day
following the date the obligation to file the Shelf Registration Statement
arises, the Shelf Registration Statement has not been filed with the Commission,
(iv) on or prior to the 150th day following the date the obligation to file
arises, the Shelf Registration Statement has not been declared effective, or (v)
after either the Exchange Offer Registration Statement or the Shelf Registration
Statement has been declared effective, such Registration Statement thereafter
ceases to be effective or usable in connection with resales of Securities or New
Securities in accordance with and during the periods specified in this Agreement
(each such event referred to in clauses (i) through (v), a ("Registration
Default"), interest ("Special Interest") will accrue on the principal amount of
the Securities and the New Securities (in addition to the stated interest on the
Securities and New Securities) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. Special Interest will accrue at a rate of
0.25% per annum during the 90-day period immediately following the occurrence of
such Registration Default and shall increase by 0.25% per annum at the end of
each subsequent 90-day period, but in no event shall such rate exceed 1.00% per
annum.

                  (b) All obligations of the Company set forth in the preceding
paragraph that are outstanding with respect to any Security at the time such
Security is exchanged for a New Security shall survive until such time as all
such obligations with respect to such Security have been satisfied in full.

                  5. ADDITIONAL REGISTRATION PROCEDURES. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.


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<PAGE>

                  (a) The Company shall:

                        (i) furnish to you, not less than five Business Days
      prior to the filing thereof with the Commission, a copy of any Exchange
      Offer Registration Statement and any Shelf Registration Statement, and
      each amendment thereof and each amendment or supplement, if any, to the
      Prospectus included therein (including, upon request, all documents
      incorporated by reference therein after the initial filing) and shall use
      their reasonable best efforts to reflect in each such document, when so
      filed with the Commission, such comments as you reasonably propose;

                        (ii) include the information set forth in Annex A hereto
      on the facing page of the Exchange Offer Registration Statement, in Annex
      B hereto in the forepart of the Exchange Offer Registration Statement in a
      section setting forth details of the Exchange Offer, in Annex C hereto in
      the underwriting or plan of distribution section of the Prospectus
      contained in the Exchange Offer Registration Statement, and in Annex D
      hereto in the letter of transmittal delivered pursuant to the Registered
      Exchange Offer;

                        (iii) if requested by an Initial Purchaser, include the
      information required by Item 507 or 508 of Regulation S-K under the Act,
      as applicable, in the Prospectus contained in the Exchange Offer
      Registration Statement; and

                        (iv) in the case of a Shelf Registration Statement,
      include the names of the Holders that propose to sell Securities pursuant
      to the Shelf Registration Statement as selling security holders.

                  (b) The Company shall ensure that:

                        (i) any Registration Statement and any amendment thereto
      and any Prospectus forming part thereof and any amendment or supplement
      thereto complies in all material respects with the Act and the rules and
      regulations thereunder; and

                        (ii) any Registration Statement and any amendment
      thereto does not, when it becomes effective, contain an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading.

                  (c) The Company shall advise you, the Holders of Securities
covered by any Shelf Registration Statement and any Exchanging Dealer under any
Exchange Offer Registration Statement that has provided in writing to the
Company a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
Company and the Subsidiary Guarantors shall have remedied the basis for such
suspension):

                        (i) when a Registration Statement and any amendment
      thereto has been filed with the Commission and when the Registration
      Statement or any post-effective amendment thereto has become effective;


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<PAGE>

                        (ii) of any request by the Commission for any amendment
      or supplement to the Registration Statement or the Prospectus or for
      additional information;

                        (iii) of the issuance by the Commission of any stop
      order suspending the effectiveness of the Registration Statement or the
      initiation of any proceedings for that purpose;

                        (iv) of the receipt by the Company or any Subsidiary
      Guarantor of any notification with respect to the suspension of the
      qualification of the securities included therein for sale in any
      jurisdiction or the initiation of any proceeding for such purpose; and

                        (v) of the happening of any event that requires any
      change in the Registration Statement or the Prospectus so that, as of such
      date, the statements therein are not misleading and do not omit to state a
      material fact required to be stated therein or necessary to make the
      statements therein (in the case of the Prospectus, in the light of the
      circumstances under which they were made) not misleading.

                  (d) The Company and the Subsidiary Guarantors shall use their
best efforts to obtain the withdrawal of any order suspending the effectiveness
of any Registration Statement or the qualification of the securities therein for
sale in any jurisdiction at the earliest possible time.

                  (e) The Company shall furnish to each Holder of Securities
covered by any Shelf Registration Statement, without charge, at least one copy
of such Shelf Registration Statement and any post-effective amendment thereto,
including all material incorporated therein by reference, and, if the Holder so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

                  (f) The Company shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. Each of
the Company and the Subsidiary Guarantors consents to the use of the Prospectus
or any amendment or supplement thereto by each of the selling Holders of
securities in connection with the offering and sale of the securities covered by
the Prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.

                  (g) The Company shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

                  (h) The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. Each of the Company and the Subsidiary Guarantors consents
to



                                       10
<PAGE>

the use of the Prospectus or any amendment or supplement thereto by any Initial
Purchaser, any Exchanging Dealer and any such other Person that may be required
to deliver a Prospectus following the Registered Exchange Offer in connection
with the offering and sale of the New Securities covered by the Prospectus, or
any amendment or supplement thereto, included in the Exchange Offer Registration
Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of Securities or New Securities pursuant to any Registration Statement,
the Company and the Subsidiary Guarantors shall arrange, if necessary, for the
qualification of the Securities or the New Securities for sale under the laws of
such jurisdictions as any Holder shall reasonably request and will maintain such
qualification in effect so long as required; provided that in no event shall the
Company or the Subsidiary Guarantors be obligated (1) to qualify to do business
as a foreign corporation or as a dealer in securities, in each case in any
jurisdiction where they are not then so qualified or would not otherwise be
required to qualify but for this Section 5(i) or (2) to take any action that
would subject them to service of process in suits (other than suits arising out
of the Initial Placement, the Registered Exchange Offer or any offering pursuant
to a Shelf Registration Statement) or taxation, in each case in any such
jurisdiction where they are not then so subject.

                  (j) The Company and the Subsidiary Guarantors shall cooperate
with the Holders of Securities to facilitate the timely preparation and delivery
of certificates representing New Securities or Securities to be issued or sold
pursuant to any Registration Statement free of any restrictive legends and in
such denominations and registered in such names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above during any period of time in which the
Company is required to maintain an effective Registration Statement, the Company
and the Subsidiary Guarantors shall promptly prepare a post-effective amendment
to the applicable Registration Statement or an amendment or supplement to the
related Prospectus or file any other required document so that, as thereafter
delivered to Initial Purchasers of the securities included therein, the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 and the Shelf Registration Statement
provided for in Section 3(b) shall each be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 5(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.

                  (l) Not later than the effective date of any Registration
Statement, the Company shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

                  (m) The Company and the Subsidiary Guarantors shall comply
with all applicable rules and regulations of the Commission and shall make
generally available to their



                                       11
<PAGE>

security holders as soon as practicable after the effective date of the
applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Act.

                  (n) The Company and the Subsidiary Guarantors shall cause the
Indenture or the New Securities Indenture, as the case may be, to be qualified
under the Trust Indenture Act in a timely manner.

                  (o) The Company may require each Holder of securities to be
sold pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

                  (p) In the case of any Shelf Registration Statement, the
Company and the Subsidiary Guarantors shall enter into such agreements and take
all other appropriate actions (including if requested an underwriting agreement
in customary form) in order to expedite or facilitate the registration or the
disposition of the Securities, and in connection therewith, if an underwriting
agreement is entered into, cause the same to contain indemnification provisions
and procedures no less favorable than those set forth in Section 7 (or such
other provisions and procedures acceptable to the Majority Holders and the
Managing Underwriters, if any, with respect to all parties to be indemnified
pursuant to Section 7.

                  (q) In the case of any Shelf Registration Statement, the
Company and the Subsidiary Guarantors shall:

                        (i) make reasonably available for inspection by the
      Holders of Securities to be registered thereunder, any underwriter
      participating in any disposition pursuant to such Registration Statement,
      and any attorney, accountant or other agent retained by the Holders or any
      such underwriter all relevant financial and other records, pertinent
      corporate documents and properties of the Company and its subsidiaries,
      provided, however, that the foregoing inspection and information gathering
      shall be coordinated, if on behalf of the Holders, by counsel they shall
      reasonably designate and, if on behalf of any underwriter or group of
      underwriters, by representatives of such underwriters;

                        (ii) cause the Company's and the Subsidiary Guarantors'
      officers, directors and employees to supply all relevant information
      reasonably requested by the Holders or any such underwriter, attorney,
      accountant or agent in connection with any such Registration Statement as
      is customary for similar due diligence examinations; PROVIDED, HOWEVER,
      that any information that is designated in writing by the Company or any
      Subsidiary Guarantor, in good faith, as confidential at the time of
      delivery of such information shall be kept confidential by the Holders or
      any such underwriter, attorney, accountant or agent, unless such
      disclosure is made in connection with a court proceeding or required by
      law, or such information becomes available to the public generally or
      through a third party (other than as a result of a breach of such
      confidentiality provision) without an accompanying obligation of
      confidentiality;


                                       12
<PAGE>

                        (iii) make such representations and warranties to the
      Holders of Securities registered thereunder and the underwriters, if any,
      in form, substance and scope as are customarily made by issuers to
      underwriters in primary underwritten offerings and covering matters
      including, but not limited to, those set forth in the Purchase Agreement;

                        (iv) obtain opinions of counsel to the Company and the
      Subsidiary Guarantors and updates thereof (which counsel and opinions (in
      form, scope and substance) shall be reasonably satisfactory to the
      Managing Underwriters, if any) addressed to each selling Holder and the
      underwriters, if any, covering such matters as are customarily covered in
      opinions requested in underwritten offerings and such other matters as may
      be reasonably requested by such Holders and underwriters;

                        (v) obtain "cold comfort" letters and updates thereof
      from the independent certified public accountants of the Company (and, if
      necessary, any other independent certified public accountants of any
      subsidiary of the Company or of any business acquired by the Company for
      which financial statements and financial data are, or are required to be,
      included in the Registration Statement), addressed to each selling Holder
      of Securities registered thereunder and the underwriters, if any, in
      customary form and covering matters of the type customarily covered in
      "cold comfort" letters in connection with primary underwritten offerings;
      and

                        (vi) deliver such documents and certificates as may be
      reasonably requested by the Majority Holders and the Managing
      Underwriters, if any, including those to evidence compliance with Section
      5(k) and with any customary conditions contained in the underwriting
      agreement or other agreement entered into by the Company and the
      Subsidiary Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

                  (r) In the case of any Exchange Offer Registration Statement,
the Company and the Subsidiary Guarantors shall:

                        (i) make reasonably available for inspection by such
      Initial Purchaser, and any attorney, accountant or other agent retained by
      such Initial Purchaser, all relevant financial and other records,
      pertinent corporate documents and properties of the Company and its
      subsidiaries;

                        (ii) cause the Company's and the Subsidiary Guarantors'
      officers, directors and employees to supply all relevant information
      reasonably requested by such Initial Purchaser or any such attorney,
      accountant or agent in connection with any such Registration Statement as
      is customary for similar due diligence examinations; PROVIDED, HOWEVER,
      that any information that is designated in writing by the Company or any
      Subsidiary Guarantor, in good faith, as confidential at the time of
      delivery of such



                                       13
<PAGE>

      information shall be kept confidential by such Initial Purchaser or any
      such attorney, accountant or agent, unless such disclosure is made in
      connection with a court proceeding or required by law, or such information
      becomes available to the public generally or through a third party without
      an accompanying obligation of confidentiality;

                        (iii) make such representations and warranties to such
      Initial Purchaser, in form, substance and scope as are customarily made by
      issuers to underwriters in primary underwritten offerings and covering
      matters including, but not limited to, those set forth in the Purchase
      Agreement;

                        (iv) obtain opinions of counsel to the Company and the
      Subsidiary Guarantors and updates thereof (which counsel and opinions (in
      form, scope and substance) shall be reasonably satisfactory to such
      Initial Purchaser and its counsel, addressed to such Initial Purchaser,
      covering such matters as are customarily covered in opinions requested in
      underwritten offerings and such other matters as may be reasonably
      requested by such Initial Purchaser or its counsel;

                        (v) obtain "cold comfort" letters and updates thereof
      from the independent certified public accountants of the Company (and, if
      necessary, any other independent certified public accountants of any
      subsidiary of the Company or of any business acquired by the Company for
      which financial statements and financial data are, or are required to be,
      included in the Registration Statement), addressed to such Initial
      Purchaser, in customary form and covering matters of the type customarily
      covered in "cold comfort" letters in connection with primary underwritten
      offerings, or if requested by such Initial Purchaser or its counsel in
      lieu of a "cold comfort" letter, an agreed-upon procedures letter under
      Statement on Auditing Standards No. 35, covering matters requested by such
      Initial Purchaser or its counsel; and

                        (vi) deliver such documents and certificates as may be
      reasonably requested by such Initial Purchaser or its counsel, including
      those to evidence compliance with Section 5(k) and with conditions
      customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                  (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or caused to be marked, on the Securities so exchanged that such
Securities are being canceled in exchange for the New Securities. In no event
shall the Securities be marked as paid or otherwise satisfied.

                  (t) The Company and the Subsidiary Guarantors will use their
commercially reasonable efforts (i) if the Securities have been rated prior to
the initial sale of such Securities, to confirm such ratings will apply to the
Securities or the New Securities, as the case may be, covered by a Registration
Statement; or (ii) if the Securities were not previously rated, to cause the
Securities covered by a Registration Statement to be rated with at least one
nationally



                                       14
<PAGE>

recognized statistical rating agency, if so requested by Majority Holders with
respect to the related Registration Statement or by any Managing Underwriters.

                  (u) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Company and the Subsidiary Guarantors shall assist such Broker-Dealer in
complying with the requirements of such Rules and By-Laws, including, without
limitation, by:

                        (i) if such Rules or By-Laws shall so require, engaging
      a "qualified independent underwriter" (as defined in such Rules) to
      participate in the preparation of the Registration Statement, to exercise
      usual standards of due diligence with respect thereto and, if any portion
      of the offering contemplated by such Registration Statement is an
      underwritten offering or is made through a placement or sales agent, to
      recommend the yield of such Securities;

                        (ii) indemnifying any such qualified independent
      underwriter to the extent of the indemnification of underwriters provided
      in Section 7 hereof; and

                        (iii) providing such information to such Broker-Dealer
      as may be required in order for such Broker-Dealer to comply with the
      requirements of such Rules.

                        (iv) The Company and the Subsidiary Guarantors shall use
      their best efforts to take all other steps necessary to effect the
      registration of the Securities or the New Securities, as the case may be,
      covered by a Registration Statement.

                  6. REGISTRATION EXPENSES. The Company and the Subsidiary
Guarantors shall bear all expenses incurred in connection with the performance
of their obligations under Sections 2, 3 and 5 hereof and, in the event of any
Shelf Registration Statement, will reimburse the Holders for the reasonable fees
and disbursements of one firm or counsel designated by the Majority Holders to
act as counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Initial Purchasers for
the reasonable fees and disbursements of counsel acting in connection therewith.

                  7. INDEMNIFICATION AND CONTRIBUTION. (A) Each of the Company
and the Subsidiary Guarantors agrees, jointly and severally, to indemnify and
hold harmless each Holder of Securities or New Securities, as the case may be,
covered by any Registration Statement (including each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 5(h) hereof,
each Exchanging Dealer), the directors, officers, employees and agents of each
such Holder and each Person who controls any such Holder within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration



                                       15
<PAGE>

Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company and the Subsidiary
Guarantors will not be liable in any case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company and the Subsidiary Guarantors by or on behalf of any such Holder
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company or the Subsidiary Guarantor may otherwise
have.

                  Each of the Company and the Subsidiary Guarantors also agrees
to indemnify or contribute as provided in Section 7(d) to Losses of each any
underwriter of Securities or New Securities, as the case may be, registered
under a Shelf Registration Statement, their directors, officers, employees or
agents and each Person who controls (within the meaning of the either the Act or
the Exchange Act) such underwriter on substantially the same basis as that of
the indemnification of the Initial Purchasers and the selling Holders provided
in this Section 7(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 5(p)
hereof.

                  (b) Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer)
severally agrees to indemnify and hold harmless the Company, the Subsidiary
Guarantors, each of their respective directors, each of their respective
officers who signs such Registration Statement and each Person who controls the
Company or any Subsidiary Guarantor within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company and
the Subsidiary Guarantors to each such Holder, but only with reference to
written information relating to such Holder furnished to the Company and the
Subsidiary Guarantors by or on behalf of such Holder specifically for inclusion
in the documents referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which any such Holder may
otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate



                                       16
<PAGE>

counsel retained by the indemnified party or parties except as set forth below);
PROVIDED, HOWEVER, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
PROVIDED, HOWEVER, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the securities purchased
by such underwriter under the Registration Statement which resulted in such
Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and the
Subsidiary Guarantors shall be deemed to be equal to the sum of (x) the total
net proceeds from the Initial Placement (before deducting expenses) as set forth
on the cover page of the Final Memorandum and (y) the total amount of additional
interest which the Company and the Subsidiary Guarantors were not required to
pay as a result of registering the securities covered by the Registration



                                       17
<PAGE>

Statement which resulted in such Losses. Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and
commissions as set forth on the cover page of the Final Memorandum, and benefits
received by any other Holders shall be deemed to be equal to the value of
receiving Securities or New Securities, as applicable, registered under the Act.
Benefits received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses. Relative fault shall be determined by reference to, among other things,
whether any alleged untrue statement or omission relates to information provided
by the indemnifying party, on the one hand, or by the indemnified party, on the
other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls the Company
or any Subsidiary Guarantor within the meaning of either the Act or the Exchange
Act, each officer of the Company or any Subsidiary Guarantor who shall have
signed the Registration Statement and each director of the Company or any
Subsidiary Guarantor shall have the same rights to contribution as the Company
and the Subsidiary Guarantors, subject in each case to the applicable terms and
conditions of this paragraph (d).

                  (e) The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or any Subsidiary Guarantor or any of the officers, directors or
controlling Persons referred to in this Section hereof, and will survive the
sale by a Holder of securities covered by a Registration Statement.

                  7. UNDERWRITTEN REGISTRATIONS. (a) If any of the Securities or
New Securities, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders and shall be reasonably satisfactory to the
Company.

                  (b) No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees to
sell such Person's Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                  8. NO INCONSISTENT AGREEMENTS. The Company and the Subsidiary
Guarantors have not, as of the date hereof, entered into, nor shall they, on or
after the date hereof, enter into,



                                       18
<PAGE>

any agreement with respect to their securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

                  9. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company and the Subsidiary
Guarantors have obtained the written consent of the Majority Holders (or, after
the consummation of any Registered Exchange Offer in accordance with Section 2
hereof, of New Securities); PROVIDED that, with respect to any matter that
directly or indirectly affects the rights of any Initial Purchaser hereunder,
the Company and the Subsidiary Guarantors shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

                  10. NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
holder to the Company in accordance with the provisions of this Section, which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy in like manner to
Citigroup Global Markets Inc.;

                  (b) if to you, initially at the respective addresses set forth
in the Purchase Agreement; and

                  (c) if to the Company or any Subsidiary Guarantor, initially
at its address set forth in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers, the Company or the Subsidiary
Guarantors by notice to the other parties may designate additional or different
addresses for subsequent notices or communications.

                  11. SUCCESSORS. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company and the Subsidiary Guarantors thereto, subsequent Holders of Securities
and the New Securities. Each of the Company and the Subsidiary Guarantors hereby
agrees to extend the benefits of this Agreement to any Holder of Securities and
the New Securities, and any such Holder may specifically enforce the provisions
of this Agreement as if an original party hereto.


                                       19
<PAGE>

                  12. COUNTERPARTS. This agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

                  13. HEADINGS. The headings used herein are for convenience
only and shall not affect the construction hereof.

                  14. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  15. SEVERABILITY. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  16. SECURITIES HELD BY THE COMPANY, ETC. Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.



                                       20
<PAGE>


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Subsidiary Guarantors and the several Initial Purchasers.

                                 Very truly yours,

                                 Building Materials Corporation of America


                                 By:  /s/ John M. Maitner
                                      ------------------------------------------
                                      Name: John M. Maitner
                                      Title: Vice President and Treasurer


                                 BMCA Insulation Products Inc.
                                 BMCA Quakertown Inc.
                                 Building Materials Investment Corporation
                                 Building Materials Manufacturing Corporation
                                 Ductwork Manufacturing Corporation
                                 GAF Leatherback Corp.
                                 GAF Materials Corporation (Canada)
                                 GAF Premium Products Inc.
                                 GAF Real Properties, Inc.
                                 GAFTECH Corporation
                                 LL Building Products Inc.
                                 Pequannock Valley Claim Service Company, Inc.
                                 South Ponca Realty Corp.
                                 Wind Gap Real Property Acquisition Corp.,


                                 By:  /s/ John M. Maitner
                                      ------------------------------------------
                                      Name: John M. Maitner
                                      Title: Vice President and Treasurer


<PAGE>


The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.

By:  Citigroup Global Markets Inc.

By:  /s/ Michael S. Weis
     --------------------------
     Name: Michael S. Weis
     Title: Vice President


<PAGE>

                                                                         ANNEX A


                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company and the Subsidiary
Guarantors have agreed that, starting on the Expiration Date (as defined herein)
and ending on the close of business 180 days after the Expiration Date (or such
shorter period during which Participating Broker-Dealers (as defined herein) are
required by law to deliver such prospectus), it will make this Prospectus
available to any Broker-Dealer for use in connection with any such resale. See
"Plan of Distribution."






                                      A-1

<PAGE>


                                                                         ANNEX B


                  Each Broker-Dealer that receives New Securities for its own
account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."







                                      B-1


<PAGE>


                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company and the
Subsidiary Guarantors have agreed that, starting on the Expiration Date and
ending on the close of business 180 days after the Expiration Date (or such
shorter period during which Participating Broker-Dealers are required by law to
deliver such prospectus), they will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 200__, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

                  The Company and the Subsidiary Guarantors will not receive any
proceeds from any sale of New Securities by brokers-dealers. New Securities
received by Broker-Dealers for their own account pursuant to the Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the New Securities or a combination of such methods of resale, at
market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such New Securities. Any
Broker-Dealer that resells New Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                  For a period of 180 days after the Expiration Date, the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the reasonable expenses of
one counsel for the holder of the Securities) other than commissions or
concessions of any brokers or dealers and will indemnify the holders of the
Securities (including any Broker-Dealers) against certain liabilities, including
liabilities under the Securities Act.






                                      C-1

<PAGE>

                                                                         ANNEX D

RIDER A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:     ___________________________________________

                  Address:  ___________________________________________

                            ___________________________________________



RIDER B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.



                                      D-1