GIBRALTAR STEEL CORPORATION




  
    
     

    
     

    
     


  
  
  GIBRALTAR STEEL CORPORATION 

  OF NEW
  YORK 

  
  
  $25,000,000  

  
  8.98%
  Senior Subordinated Notes due January 3, 2008\ 

  
   

  
  
  __________________________________________

  
  AMENDED
  AND RESTATED SUBORDINATED NOTE

  PURCHASE AGREEMENT

  
  
  __________________________________________ 

  
  Dated as
  of April 1, 2005

  
    

  


  TABLE OF
  CONTENTS

   

  Section                                                                                                                                     
  Page

   

  	
      1.
	
      ISSUANCE of Notes.
	
      1

	
       
	
       
	
       
	
       

	
      2.
	
      Sale and Purchase of Notes.
	
      2

	
       
	
       
	
       
	
       

	
      3.
	
      Conditions to effectiveness of agreement.
	
      2

	
       
	
       
	
       
	
       

	
       
	
      3.1
	
      Related Documents.
	
      2

	
       
	
      3.2
	
      Representations and Warranties.
	
      2

	
       
	
      3.3
	
      Performance; No Default.
	
      2

	
       
	
      3.4
	
      Certificates.
	
      2

	
       
	
      3.5
	
      Opinions of Counsel.
	
      3

	
       
	
      3.6
	
      Credit Agreement.
	
      3

	
       
	
      3.7
	
      Payment of Special Counsel Fees.
	
      3

	
       
	
      3.8
	
      Changes in Corporate Structure.
	
      3

	
       
	
      3.9
	
      Senior Note Agreement; 2004 Senior Note Agreement.
	
      3

	
       
	
      3.10
	
      Amendment Fee; Proceedings and Documents.
	
      4

	
       
	
       
	
       
	
       

	
      4.
	
      [INTENTIONALLY NOT USED]
	
      4

	
       
	
       
	
       
	
       

	
      5.
	
      Representations and Warranties.
	
      4

	
       
	
       
	
       
	
       

	
       
	
      5.1
	
      Organization; Power and Authority.
	
      4

	
       
	
      5.2
	
      Authorization, Etc.
	
      4

	
       
	
      5.3
	
      Disclosure.
	
      4

	
       
	
      5.4
	
      Organization and Ownership of Shares of Subsidiaries; Affiliates.
	
      5

	
       
	
      5.5
	
      Financial Statements.
	
      5

	
       
	
      5.6
	
      Compliance with Laws, Other Instruments, Etc.
	
      6

	
       
	
      5.7
	
      Governmental Authorizations, Etc.
	
      6

	
       
	
      5.8
	
      Litigation; Observance of Agreements, Statutes and Orders.
	
      6

	
       
	
      5.9
	
      Taxes.
	
      6

	
       
	
      5.10
	
      Title to Property; Leases.
	
      7

	
       
	
      5.11
	
      Licenses, Permits, Etc.
	
      7

	
       
	
      5.12
	
      Compliance with ERISA.
	
      7

	
       
	
      5.13
	
      Private Offering by the Company.
	
      8

	
       
	
      5.14
	
      Use of Proceeds; Margin Regulations.
	
      8

	
       
	
      5.15
	
      Existing Indebtedness; Future Liens.
	
      9

	
       
	
      5.16
	
      Foreign Assets Control Regulations, Etc.
	
      9

	
       
	
      5.17
	
      Status under Certain Statutes.
	
      9

	
       
	
      5.18
	
      5.18. Environmental Matters.
	
      9

	
       
	
      5.19
	
      Fiscal Year.
	
      10

	
       
	
      5.20
	
      Default.
	
      10

	
       
	
      5.21
	
      Securities.
	
      10

	
       
	
      5.22
	
      USA Patriot Act.
	
      10

	
       
	
      5.23
	
      Solvency.
	
      10

	
       
	
       
	
       
	
       

	
      6.
	
      Representations of each Purchaser.
	
      11

	
       
	
       
	
       
	
       

	
       
	
      6.1
	
      Purchase for Investment.
	
      11

	
       
	
      6.2
	
      Source of Funds.
	
      11

	
       
	
       
	
       
	
       

	
      7.
	
      Information as to Parent and Company.
	
      13

	
       
	
       
	
       
	
       

	
       
	
      7.1
	
      Financial and Business Information.
	
      13

	
       
	
      7.2
	
      Books and Records Inspection.
	
      15

	
       
	
       
	
       
	
       

	
      8.
	
      Prepayment of the Notes.
	
      16

	
       
	
       
	
       
	
       

	
       
	
      8.1
	
      Optional Prepayments with Make-Whole Amount.
	
      16

	
       
	
      8.2
	
      Allocation of Partial Prepayments.
	
      16

	
       
	
      8.3
	
      Maturity; Surrender, Etc.
	
      16

	
       
	
      8.4
	
      Purchase of Notes.
	
      17

	
       
	
      8.5
	
      Offer to Prepay Notes in the Event of a Change in Control.
	
      17

	
       
	
      8.6
	
      Make-Whole Amount.
	
      18

	
       
	
       
	
       
	
       

	
      9.
	
      Affirmative Covenants.
	
      19

	
       
	
       
	
       
	
       

	
       
	
      9.1
	
      Compliance with Law.
	
      19

	
       
	
      9.2
	
      Insurance.
	
      19

	
       
	
      9.3
	
      Maintenance of Properties.
	
      20

	
       
	
      9.4
	
      Payment of Taxes and Claims.
	
      20

	
       
	
      9.5
	
      Corporate Existence, Etc.
	
      20

	
       
	
      9.6
	
      Fair Labor Standards Act.
	
      20

	
       
	
      9.7
	
      USA Patriot Act.
	
      21

	
       
	
      9.8
	
      No Integration.
	
      21

	
       
	
      9.9
	
      Covenant to Secure Note Equally.
	
      21

	
       
	
      9.10
	
      Guaranteed Obligations.
	
      21

	
       
	
       
	
       
	
       

	
      10.
	
      Negative Covenants.
	
      21

	
       
	
       
	
       
	
       

	
       
	
      10.1
	
      Transactions with Affiliates.
	
      21

	
       
	
      10.2
	
      Guarantees.
	
      22

	
       
	
      10.3
	
      Liens.
	
      22

	
       
	
      10.4
	
      Plan Terminations; Minimum Funding, Etc.
	
      22

	
       
	
      10.5
	
      Compliance with Law.
	
      23

	
       
	
      10.6
	
      Consolidations, Mergers, Acquisitions and Asset Sales, Etc.
	
      23

	
       
	
      10.7
	
      Investments.
	
      24

	
       
	
      10.8
	
      Dividends.
	
      25

	
       
	
      10.9
	
      Stock.
	
      25

	
       
	
      10.10
	
      [INTENTIONALLY NOT USED].
	
      25

	
       
	
      10.11
	
      Interest Coverage Ratio.
	
      25

	
       
	
      10.12
	
      Consolidated Net Worth.
	
      25

	
       
	
      10.13
	
      Total Funded Debt/EBITDA.
	
      26

	
       
	
      10.14
	
      Environmental Compliance.
	
      26

	
       
	
      10.15
	
      Changes in Business; Change in Fiscal Year.
	
      26

	
       
	
       
	
       
	
       

	
      11.
	
      Events of Default.
	
      26

	
       
	
       
	
       
	
       

	
      12.
	
      Remedies on Default, Etc.
	
      28

	
       
	
       
	
       
	
       

	
       
	
      12.1
	
      Acceleration.
	
      28

	
       
	
      12.2
	
      Other Remedies.
	
      29

	
       
	
      12.3
	
      Rescission.
	
      29

	
       
	
      12.4
	
      No Waivers or Election of Remedies, Expenses, Etc.
	
      29

	
       
	
       
	
       
	
       

	
      13.
	
      Subordination.
	
      30

	
       
	
       
	
       
	
       

	
      14.
	
      Registration; Exchange; Substitution of Notes.
	
      33

	
       
	
       
	
       
	
       

	
       
	
      14.1
	
      Registration of Notes.
	
      33

	
       
	
      14.2
	
      Transfer and Exchange of Notes.
	
      33

	
       
	
      14.3
	
      Replacement of Notes.
	
      34

	
       
	
       
	
       
	
       

	
      15.
	
      Payments on Notes.
	
      34

	
       
	
       
	
       
	
       

	
       
	
      15.1
	
      Place of Payment.
	
      34

	
       
	
      15.2
	
      Home Office Payment.
	
      34

	
       
	
       
	
       
	
       

	
      16.
	
      Expenses, Etc.
	
      35

	
       
	
       
	
       
	
       

	
       
	
      16.1
	
      Transaction Expenses.
	
      35

	
       
	
      16.2
	
      Survival.
	
      35

	
       
	
       
	
       
	
       

	
      17.
	
      Survival of Representations and Warranties; Entire Agreement.
	
      35

	
       
	
       
	
       
	
       

	
      18.
	
      Amendment and Waiver.
	
      36

	
       
	
       
	
       
	
       

	
       
	
      18.1
	
      Requirements.
	
      36

	
       
	
      18.2
	
      Solicitation of Holders.
	
      36

	
       
	
      18.3
	
      Binding Effect, Etc.
	
      36

	
       
	
      18.4
	
      Notes held by Company, Etc.
	
      37

	
      19.
	
      Notices.
	
      37

	
       
	
       
	
       
	
       

	
      20.
	
      Reproduction of Documents.
	
      38

	
       
	
       
	
       
	
       

	
      21.
	
      Confidential Information.
	
      38

	
       
	
       
	
       
	
       

	
      22.
	
      Substitution of Purchaser.
	
      39

	
       
	
       
	
       
	
       

	
      23.
	
      Miscellaneous.
	
      39

	
       
	
       
	
       
	
       

	
       
	
      23.1
	
      Successors and Assigns.
	
      39

	
       
	
      23.2
	
      Payments Due on Non-Business Days.
	
      39

	
       
	
      23.3
	
      Severability.
	
      40

	
       
	
      23.4
	
      Construction.
	
      40

	
       
	
      23.5
	
      Counterparts.
	
      40

	
       
	
      23.6
	
      Governing Law/Submission to Jurisdiction/Waiver of Jury.
	
      40

	
       
	
      23.7
	
      Capitalized Terms/Interpretation.
	
      41



   

  
   

  
  SCHEDULE
  A             --         INFORMATION RELATING TO PURCHASERS

  
  SCHEDULE
  B             --         DEFINED TERMS

  
  SCHEDULE
  5.3          --         Disclosure Materials

  
  SCHEDULE
  5.4          --         Subsidiaries of the Company and

                                                   
  Ownership of Subsidiary Stock

  
   SCHEDULE
  5.5          --         Financial Statements

  
   SCHEDULE
  5.15        --         Existing Indebtedness

  
   SCHEDULE
  10.1        --         Affiliate Transactions

  
   SCHEDULE
  10.3        --         Permitted Liens

  
   SCHEDULE
  10.2        --         Permitted Indebtedness

  
   SCHEDULE
  10.7        --         Permitted Investments

  
   

  
  EXHIBIT
  1                  --         Form of 8.98% Senior Note due January 3, 2008

  
  EXHIBIT
  3.5(a)           --         Form of Opinion of Special Counsel for the
  

                                                Company

  

 


  
  
  GIBRALTAR STEEL CORPORATION

  
  OF
  NEW YORK

  
  3556
  Lakeshore Road

  
  Buffalo,
  New York 14219

  
   

  
   

  
  8.98%
  Senior Subordinated Notes due January 3, 2008

  
   

  
   

  
   

  
  as of
  April 1, 2005

  
   

  
   

  
  TO EACH
  OF THE PURCHASERS LISTED IN

  
  THE
  ATTACHED SCHEDULE A:

  
   

  
  Ladies
  and Gentlemen:

  
   

  
  Gibraltar Steel Corporation of New York, a New
  York corporation (the "Company"), and Gibraltar Industries, Inc. f/k/a
  Gibraltar Steel Corporation, a Delaware corporation ("Parent"), and you
  (sometimes referred to individually as a "Purchaser" and collectively as the
  "Purchasers") are parties to a certain Note Purchase Agreement, dated as of
  July 3, 2002 (as amended and in effect on the date hereof, the "Original Note
  Agreement"), pursuant to which Purchasers have purchased the "Notes" (as
  defined below).  The Company, Parent and Purchasers have agreed to amend
  certain covenants and events of default set forth in the Original Note
  Agreement.  As a convenience to the Company, Parent and Purchasers, the
  Company, Parent and Purchasers have agreed to effect such amendments by
  amending and restating the Original Note Agreement in its entirety as
  hereinafter set forth, upon and subject to the terms and conditions hereof. 
  This amendment and restatement is not intended to be, and shall not be deemed
  or construed as, a repayment or a novation of the indebtedness outstanding
  pursuant to the Original Note Agreement.  The Company, Parent and Purchasers
  hereby agree that the Original Note Agreement is hereby amended and restated
  in its entirety to read as follows:

  
   

  

  1.                 
  
  ISSUANCE of Notes.

  
  On July 3, 2002, pursuant to the Original Note
  Agreement, the Company issued and sold to Purchasers $25,000,000 in aggregate
  principal amount of its 8.98% Senior Subordinated Notes due July 3, 2008, in
  substantially the form set out in Exhibit 1 (the 
  "Notes",
  such term to include any such notes issued in substitution therefor pursuant
  to Section 13 of this Agreement).   

  
  The $25,000,000 in aggregate principal amount
  of Notes issued by the Company to Purchasers pursuant to the Original Note
  Agreement shall remain outstanding pursuant to this Agreement.

  

  2.                 
  
  Sale and Purchase of
  Notes.

  
  Subject to the terms and conditions of this
  Agreement, the Company has issued and sold to you and you have purchased from
  the Company Notes in the principal amount specified opposite your name in
  Schedule A at the purchase price of 100% of the principal amount thereof.

  

  3.                 
  
  Conditions to
  effectiveness of agreement.

  
  The effectiveness of this Agreement is subject
  to the fulfillment to each Purchaser's satisfaction, on or prior to the date
  of this Agreement of the following conditions:

  
  3.1             
  Related Documents.

  
  Each of the following Related Documents shall
  have been duly executed and delivered by the parties thereto:

  
  (a)               
  this Agreement; and

  
  (b)              
  each of the Notes.

  
  3.2             
  Representations and Warranties.

  
  The representations and warranties of Parent,
  the Company and Subsidiaries in this Agreement or any other Related Document
  to which it is a party shall be correct on the date of this Agreement.

  
  3.3             
  Performance; No Default.

  
  Each of Parent and the Company shall have
  performed and complied with all agreements and conditions contained in this
  Agreement or any other Related Document to which it is a party required to be
  performed or complied with by it prior to or at the date of this Agreement and
  no Default or Event of Default shall have occurred and be continuing.  Neither
  Parent nor the Company nor any Subsidiary shall have entered into any
  transaction since December 31, 2003 that would have been prohibited by
  Sections 10.1, 10.6 or 10.7 hereof had such Sections applied since such date.

  
  3.4             
  Certificates.

  
  (a)               
  
  Officer's Certificate. 
  Parent and the Company shall have delivered to you an Officer's Certificate,
  dated the date hereof, certifying that the conditions specified in
  Sections 3.2, 3.3 and 3.8 have been fulfilled.

  
  (b)              
  
  Secretary's Certificate. 
  Each of Parent and the Company shall have delivered to you a certificate
  certifying as to the resolutions attached thereto and other corporate
  proceedings relating to the authorization, execution and delivery of each
  Related Document to which it is a party including without limitation its
  constituent documents.

  
  (c)               
  
  Good Standing Certificates. 
  Each of Parent and the Company shall have delivered good standing certificates
  for it, issued by the Secretary of State or other appropriate official of its
  jurisdiction of incorporation and each jurisdiction where the conduct of its
  business activities or ownership of its property necessitates qualification.

  
  3.5             
  Opinions of Counsel.

  
  You shall have received opinions in form and
  substance satisfactory to you, dated the date hereof (a) from Lippes, Mathias,
  Wexler & Friedman LLP, counsel for the Company, covering the matters set forth
  in Exhibit 3.5(a) and covering such other matters incident to the transactions
  contemplated hereby as you or your counsel may reasonably request (and the
  Company hereby instructs its counsel to deliver such opinion to you) and
  (b) from King & Spalding LLP, your special counsel in connection with such
  transactions, covering such matters incident to such transactions as you may
  reasonably request.

  
  3.6             
  Credit Agreement.

  
  Each
  Purchaser has received a true, correct and complete copy of the Credit
  Agreement (including all Exhibits and Schedules thereto) and any other
  document executed in connection therewith and all amendments and waivers
  relating thereto.  As of the date hereof, none of such documents and
  agreements shall have been amended or supplemented, nor shall have any of the
  provisions thereof been waived except pursuant to a written agreement or
  instrument which has been consented to by each of the Holders in writing. 
  Each of the Credit Agreement and each such other document has been duly
  executed and delivered by the parties thereto and is in full force and effect.

  
  3.7             
  Payment of Special Counsel Fees.

  
  Without limiting the provisions of
  Section 16.1, the Company shall have paid on or before the date of this
  Agreement the reasonable fees, charges and disbursements of your special
  counsel referred to in Section 3.5 to the extent reflected in a statement of
  such counsel rendered to the Company at least one Business Day prior to the
  date of this Agreement.

  
  3.8             
  Changes in Corporate Structure.

  
  Each of Parent and the Company shall not have
  changed its jurisdiction of incorporation or been a party to any merger or
  consolidation and shall not have succeeded to all or any substantial part of
  the liabilities of any other entity, at any time following the date of the
  most recent financial statements referred to in Schedule 5.5.  
  

  
  3.9             
  Senior Note Agreement; 2004 Senior Note
  Agreement.

  
  On or
  prior to the date hereof, the Senior Note Agreement and the 2004 Senior Note
  Agreement shall have been amended in a manner satisfactory to each Purchaser
  such that the covenants and events of default set forth therein are consistent
  with those set forth herein.

  
  3.10         
  Amendment Fee; Proceedings and Documents.

  
  The Company shall have paid to each Purchaser
  (in accordance with its pro rata share of the Notes) an amendment fee in the
  amount of $15,000 in the aggregate as to all Purchasers.  All corporate and
  other proceedings in connection with the transactions contemplated by this
  Agreement and all documents and instruments incident to such transactions
  shall be satisfactory to you and your special counsel, and you and your
  special counsel shall have received all such counterpart originals or
  certified or other copies of such documents as you or they may reasonably
  request.

  

  4.                 
  [INTENTIONALLY NOT USED]

  

  5.                 
  
  Representations and
  Warranties.

  
  Each of Parent and the Company represents and
  warrants to you that:

  
  5.1             
  Organization; Power and Authority.

  
  Each of Parent and the Company is a
  corporation duly organized, validly existing and in good standing under the
  laws of its jurisdiction of incorporation, and is duly qualified as a foreign
  corporation and is in good standing in each jurisdiction in which such
  qualification is required by law, other than those jurisdictions as to which
  the failure to be so qualified or in good standing could not, individually or
  in the aggregate, reasonably be expected to have a Material Adverse Effect. 
  Each of Parent and the Company has the corporate power and authority to own or
  hold under lease the properties it purports to own or hold under lease, to
  transact the business it transacts, to execute and deliver each Related
  Document to which it is a party and to perform the provisions thereof.

  
  5.2             
  Authorization, Etc.

  
  Each Related Document has been duly authorized
  by all necessary corporate action on the part of Parent and the Company, and
  each Related Document constitutes a legal, valid and binding obligation of
  Parent and the Company, as the case may be, enforceable against it in
  accordance with its terms.

  
  5.3             
  Disclosure.

  
  Except as disclosed in Schedule 5.3, this
  Agreement, the documents, certificates or other writings delivered to you by
  or on behalf of the Company in connection with the transactions contemplated
  hereby and the financial statements listed in Schedule 5.5, taken as a whole,
  do not contain any untrue statement of a material fact or omit to state any
  material fact necessary to make the statements therein not misleading in light
  of the circumstances under which they were made.  Except as expressly
  described in Schedule 5.3, or in one of the documents, certificates or other
  writings identified therein, or in the financial statements listed in
  Schedule 5.5, since December 31, 2004, there has been no change in the
  financial condition, operations, business, properties or prospects of Parent,
  the Company or any Subsidiary except changes that individually or in the
  aggregate could not reasonably be expected to have a Material Adverse Effect. 
  There is no fact known to Parent or the Company that could reasonably be
  expected to have a Material Adverse Effect that has not been set forth herein
  or in the other documents, certificates and other writings delivered to you by
  or on behalf of Parent or the Company specifically for use in connection with
  the transactions contemplated hereby.

  
  5.4             
  Organization and Ownership of Shares of
  Subsidiaries; Affiliates.

  
  (a)               
  Schedule 5.4 contains (except as noted therein)
  complete and correct lists (i) of Parent's Subsidiaries, showing, as to each
  Subsidiary, the correct name thereof, the jurisdiction of its organization,
  and the percentage of shares of each class of its capital stock or similar
  equity interests outstanding owned by Parent and each other Subsidiary,
  (ii) of Parent's Affiliates, other than Subsidiaries, and (iii) of Parent's
  directors and senior officers of Parent and the Company.

  
  (b)              
  All of the outstanding shares of capital stock or
  similar equity interests of each Subsidiary shown in Schedule 5.4 as being
  owned by Parent and its Subsidiaries have been validly issued, are fully paid
  and nonassessable and are owned by Parent or another Subsidiary free and clear
  of any Lien.

  
  (c)               
  Each Subsidiary identified in Schedule 5.4 is a
  corporation or other legal entity duly organized, validly existing and in good
  standing under the laws of its jurisdiction of organization, and is duly
  qualified as a foreign corporation or other legal entity and is in good
  standing in each jurisdiction in which such qualification is required by law,
  other than those jurisdictions as to which the failure to be so qualified or
  in good standing could not, individually or in the aggregate, reasonably be
  expected to have a Material Adverse Effect.  Each such Subsidiary has the
  corporate or other power and authority to own or hold under lease the
  properties it purports to own or hold under lease and to transact the business
  it transacts and proposes to transact, to execute and deliver each Related
  Document to which it is a party and to perform the provisions thereof.

  
  (d)              
  No Subsidiary is a party to, or otherwise subject
  to any legal restriction or any agreement (other than this Agreement, the
  agreements listed on Schedule 5.4 and customary limitations imposed by
  corporate law statutes) restricting the ability of such Subsidiary to pay
  dividends out of profits or make any other similar distributions of profits to
  Parent or any of its Subsidiaries that owns outstanding shares of capital
  stock or similar equity interests of such Subsidiary.

  
  5.5             
  Financial Statements.

  
  Parent has delivered to each Purchaser copies
  of the Consolidated financial statements of Parent and its Subsidiaries listed
  on Schedule 5.5.  All of said financial statements (including in each case the
  related schedules and notes) fairly present in all material respects the
  consolidated financial position of Parent and its Subsidiaries as of the
  respective dates specified in such Schedule and the consolidated results of
  their operations and cash flows for the respective periods so specified and
  have been prepared in accordance with GAAP consistently applied throughout the
  periods involved except as set forth in the notes thereto (subject, in the
  case of any interim financial statements, to normal year-end adjustments).

  
  5.6             
  Compliance with Laws, Other Instruments,
  Etc.

  
  The execution, delivery and performance by
  Parent or the Company of any Related Document to which it is a party will not
  (i) contravene, result in any breach of, or constitute a default under, or
  result in the creation of any Lien in respect of any property of Parent, the
  Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan,
  purchase or credit agreement, lease, corporate charter or by-laws, or any
  other agreement or instrument to which Parent, the Company or any Subsidiary
  is bound or by which Parent, the Company or any Subsidiary or any of their
  respective properties may be bound or affected, (ii) conflict with or result
  in a breach of any of the terms, conditions or provisions of any order,
  judgment, decree, or ruling of any court, arbitrator or Governmental Authority
  applicable to Parent, the Company or any Subsidiary or (iii) violate any
  provision of any statute or other rule or regulation of any Governmental
  Authority applicable to Parent, the Company or any Subsidiary.

  
  5.7             
  Governmental Authorizations, Etc.

  
  No consent, approval or authorization of, or
  registration, filing or declaration with, any Governmental Authority is
  required in connection with the execution, delivery or performance by Parent
  or the Company of any Related Document to which it is a party.

  
  5.8             
  Litigation; Observance of Agreements,
  Statutes and Orders.

  
  (a)               
  There are no actions, suits or proceedings pending
  or, to the knowledge of Parent or the Company, threatened against Parent, the
  Company or any Subsidiary or any property of Parent, the Company or any
  Subsidiary in any court or before any arbitrator of any kind or before or by
  any Governmental Authority that, individually or in the aggregate, could
  reasonably be expected to have a Material Adverse Effect.

  
  (b)              
  Neither Parent nor the Company nor any Subsidiary
  is in default under any term of any agreement or instrument to which it is a
  party or by which it is bound, or any order, judgment, decree or ruling of any
  court, arbitrator or Governmental Authority or is in violation of any
  applicable law, ordinance, rule or regulation (including without limitation
  Environmental Laws) of any Governmental Authority, which default or violation,
  individually or in the aggregate, could reasonably be expected to have a
  Material Adverse Effect.

  
  5.9             
  Taxes.

  
  Parent and its Subsidiaries have filed all tax
  returns that are required to have been filed in any jurisdiction, and have
  paid all taxes shown to be due and payable on such returns and all other taxes
  and assessments levied upon them or their properties, assets, income or
  franchises, to the extent such taxes and assessments have become due and
  payable and before they have become delinquent, except for any taxes and
  assessments (i) the amount of which is not individually or in the aggregate
  Material or (ii) the amount, applicability or validity of which is currently
  being contested in good faith by appropriate proceedings and with respect to
  which Parent or a Subsidiary, as the case may be, has established adequate
  reserves in accordance with GAAP.  Neither Parent nor the Company knows of any
  basis for any tax or assessment that could reasonably be expected to have a
  Material Adverse Effect.  The charges, accruals and reserves on the books of
  Parent and its Subsidiaries in respect of Federal, state or other taxes for
  all fiscal periods are adequate.  The Federal income tax liabilities of Parent
  and its Subsidiaries have been determined by the Internal Revenue Service and
  paid for all fiscal years up to and including the fiscal year ended
  December 31, 2000.

  
  5.10         
  Title to Property; Leases.

  
  Parent and its Subsidiaries have good and
  sufficient title to their respective properties that individually or in the
  aggregate are Material, including all such properties reflected in the most
  recent audited balance sheet referred to in Section 5.5 or purported to have
  been acquired by Parent or any Subsidiary after said date (except as sold or
  otherwise disposed of in the ordinary course of business), in each case free
  and clear of Liens prohibited by this Agreement.  All leases that individually
  or in the aggregate are Material are valid and subsisting and are in full
  force and effect in all material respects.  

  
  5.11         
  Licenses, Permits, Etc.

  
  (a)               
  Parent and its Subsidiaries own or possess all
  licenses, permits, franchises, authorizations, patents, copyrights, service
  marks, trademarks and trade names, or rights thereto, that individually or in
  the aggregate are Material, without known conflict with the rights of others;

  
  (b)              
  to the knowledge of Parent and the Company, no
  product of Parent or any of its Subsidiaries infringes in any material respect
  any license, permit, franchise, authorization, patent, copyright, service
  mark, trademark, trade name or other right owned by any other Person; and

  
  (c)               
  to the knowledge of Parent and the Company, there
  is no Material violation by any Person of any right of Parent or any of its
  Subsidiaries with respect to any patent, copyright, service mark, trademark,
  trade name or other right owned or used by the Company or any of its
  Subsidiaries.

  
  5.12         
  Compliance with ERISA.

  
  (a)               
  Parent, the Company and each ERISA Affiliate have
  operated and administered each Plan in compliance with all applicable laws
  except for such instances of noncompliance as have not resulted in and could
  not reasonably be expected to result in a Material Adverse Effect.  Neither
  Parent, the Company nor any ERISA Affiliate has incurred any liability
  pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of
  the Code relating to employee benefit plans (as defined in section 3 of ERISA),
  and no event, transaction or condition has occurred or exists that could
  reasonably be expected to result in the incurrence of any such liability by
  Parent, the Company or any ERISA Affiliate, or in the imposition of any Lien
  on any of the rights, properties or assets of Parent, the Company or any ERISA
  Affiliate, in either case pursuant to Title I or IV of ERISA or to such
  penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code,
  other than such liabilities or Liens as would not be individually or in the
  aggregate Material.

  
  (b)              
  The present value of the aggregate benefit
  liabilities under each of the Plans (other than Multiemployer Plans),
  determined as of the end of such Plan's most recently ended plan year on the
  basis of the actuarial assumptions specified for funding purposes in such
  Plan's most recent actuarial valuation report, did not exceed the aggregate
  current value of the assets of such Plan allocable to such benefit liabilities
  .  The term 
  "benefit
  liabilities"
  has the meaning specified in section 4001 of ERISA and the terms
  
  "current value"
  and 
  "present value"
  have the meaning specified in section 3 of ERISA.

  
  (c)               
  Parent, the Company and their ERISA Affiliates
  have not incurred withdrawal liabilities (and are not subject to contingent
  withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of
  Multiemployer Plans that individually or in the aggregate are Material.

  
  (d)              
  The expected postretirement benefit obligation
  (determined as of the last day of Parent's most recently ended fiscal year in
  accordance with Financial Accounting Standards Board Statement No. 106,
  without regard to liabilities attributable to continuation coverage mandated
  by section 4980B of the Code) of Parent and its Subsidiaries is not Material.

  
  (e)               
  The execution and delivery of any Related Document
  will not involve any transaction that is subject to the prohibitions of
  section 406 of ERISA or in connection with which a tax could be imposed
  pursuant to section 4975(c)(1)(A)-(D) of the Code.  The representation by
  Parent and the Company in the first sentence of this Section 5.12(e) is made
  in reliance upon and subject to (i) the accuracy of your representation in
  Section 6.2 as to the sources of the funds used to pay the purchase price of
  the Notes to be purchased by you and (ii) the assumption, made solely for the
  purpose of making such representation, that Department of Labor Interpretive
  Bulletin 75-2 with respect to prohibited transactions remains valid in the
  circumstances of the transactions contemplated herein.

  
  5.13         
  Private Offering by the Company.

  
  Neither Parent, the Company nor anyone acting
  on its behalf has offered the Notes or any similar securities for sale to, or
  solicited any offer to buy any of the same from, or otherwise approached or
  negotiated in respect thereof with, any person other than you and not more
  than 12 other Institutional Investors, each of which has been offered the
  Notes at a private sale for investment.  Neither Parent nor the Company nor
  anyone acting on its behalf has taken, or will take, any action that would
  subject the issuance or sale of the Notes to the registration requirements of
  Section 5 of the Securities Act.

  
  5.14         
  Use of Proceeds; Margin Regulations.

  
  The Company has applied the proceeds of the
  sale of the Notes for the repayment of Indebtedness.  No part of the proceeds
  from the sale of the Notes hereunder will be used, directly or indirectly or
  for the purpose of buying or carrying or trading in any securities under such
  circumstances as to involve the Company in a violation of Regulation X of said
  Board (12 CFR 224) or to involve any broker or dealer in a violation of
  Regulation T of said Board (12 CFR 220).  Margin stock does not constitute any
  of the value of the consolidated assets of the Company and its Subsidiaries
  and the Company does not have any present intention that margin stock will
  constitute any portion of the value of such assets.  As used in this Section,
  the terms 
  "margin stock"
  and 
  "purpose of
  buying or carrying"
  shall have the meanings assigned to them in said Regulation X.

  
  5.15         
  Existing Indebtedness; Future Liens.

  
  (a)               
  Except as described therein, Schedule 5.15 sets
  forth a complete and correct list of all outstanding Indebtedness of Parent
  and its Subsidiaries as of December 31, 2004, since which date there has been
  no Material change in the amounts, interest rates, sinking funds, installment
  payments or maturities of the Indebtedness of Parent or its Subsidiaries. 
  Neither Parent nor any Subsidiary is in default and no waiver of default is
  currently in effect, in the payment of any principal or interest on any
  Indebtedness of Parent or such Subsidiary and no event or condition exists
  with respect to any Indebtedness of Parent or any Subsidiary that would permit
  (or that with notice or the lapse of time, or both, would permit) one or more
  Persons to cause such Indebtedness to become due and payable before its stated
  maturity or before its regularly scheduled dates of payment.

  
  (b)              
  Except as disclosed in Schedule 5.15, neither
  Parent nor any Subsidiary of Parent has agreed or consented to cause or permit
  in the future (upon the happening of a contingency or otherwise) any of its
  property, whether now owned or hereafter acquired, to be subject to a Lien not
  permitted by Section 10.3.

  
  5.16         
  Foreign Assets Control Regulations, Etc.

  
  Neither the sale of the Notes by the Company
  under the Original Note Agreement nor its use of the proceeds thereof has
  violated the Trading with the Enemy Act, as amended, or any of the foreign
  assets control regulations of the United States Treasury Department (31 CFR,
  Subtitle B, Chapter V, as amended) or any enabling legislation or executive
  order relating thereto.

  
  5.17         
  Status under Certain Statutes.

  
  Neither Parent nor the Company nor any
  Subsidiary is subject to regulation under the Investment Company Act of 1940,
  as amended, the Public Utility Holding Company Act of 1935, as amended, the
  Interstate Commerce Act, as amended, or the Federal Power Act, as amended.

  
  5.18         
  
  5.18.     
  
  
  Environmental Matters.

  
  (a)               
  Neither Parent nor the Company nor any Subsidiary
  has knowledge of any claim or has received any notice of any claim, and no
  proceeding has been instituted raising any claim against Parent or the Company
  or any of its Subsidiaries or any of their respective real properties now or
  formerly owned, leased or operated by any of them or other assets, alleging
  any damage to the environment or violation of any Environmental Laws, except,
  in each case, such as could not reasonably be expected to result in a Material
  Adverse Effect.

  
  (b)              
  Neither Parent nor the Company nor any Subsidiary
  has knowledge of any facts which would give rise to any claim, public or
  private, of violation of Environmental Laws or damage to the environment
  emanating from, occurring on or in any way related to real properties now or
  formerly owned, leased or operated by any of them or to other assets or their
  use, except, in each case, such as could not reasonably be expected to result
  in a Material Adverse Effect.

  
  (c)               
  Neither Parent nor the Company nor any of its
  Subsidiaries has (i) stored any Hazardous Materials on real properties now or
  formerly owned, leased or operated by any of them or (ii) disposed of any
  Hazardous Materials in a manner contrary to any Environmental Laws in the case
  of clause (i) and (ii) in any manner that could reasonably be expected to
  result in a Material Adverse Effect.

  
  (d)              
  All buildings on all real properties now owned,
  leased or operated by Parent or any of its Subsidiaries are in compliance with
  applicable Environmental Laws, except where failure to comply could not
  reasonably be expected to result in a Material Adverse Effect.

  
  5.19         
  Fiscal Year.

  
  The
  fiscal year of Parent and the Company is the calendar
  year ending December 31.

  
  5.20         
  Default.

  
  There
  does not exist any Default or Event of Default.

  
  5.21         
  Securities.

  
  Each
  outstanding share of stock, debenture, bond, note and other security of
  Parent, the Company and each Subsidiary has been validly
  issued in full compliance with each statute, regulation and other law, and, if
  a share of stock, is fully paid and nonassessable.

  
  5.22         
  USA Patriot Act.

  
  Neither Parent nor the Company nor any
  Subsidiary (i) is listed on the Specially Designated Nationals and Blocked
  Persons List (the "SDN
  List") maintained by the Office of Foreign Assets Control,
  Department of the Treasury ("OFAC"),
  or on any other list of terrorists or terrorist organizations maintained
  pursuant to any of the rules and regulations of OFAC or pursuant to any other
  applicable Executive Order (such other lists are referred to herein,
  collectively, as the "Other
  Lists"; the SDN List and the Other Lists are referred to
  herein, collectively, as the "Lists"),
  (ii) nor is it a person who has been determined by competent authority to be
  subject to the prohibitions contained in Executive Order No. 13224 (Sept. 23,
  2001) or any other similar prohibitions contained in the rules and regulations
  of OFAC or in any enabling legislation or other Executive Orders in respect
  thereof, (iii) as of the date hereof, it is not controlled by, nor does it act
  for or on behalf of, any person on the Lists or any other person who has been
  determined by competent authority to be subject to the prohibitions contained
  in Executive Order No. 13224 (Sept. 23, 2001) or similar prohibitions
  contained in the rules and regulations of OFAC or any enabling legislation or
  other Executive Orders in respect thereof, and (iv) it is in material
  compliance with the requirements of Executive Order No. 13224 (Sept. 23, 2001)
  and other similar requirements contained in the rules and regulations of OFAC
  and in any enabling legislation or other Executive Orders in respect thereof.

  
  5.23         
  Solvency.

  
  As of the date hereof and after giving the
  effect to the transactions contemplated hereunder and under the Credit
  Agreement on such date, and to any other Indebtedness being incurred on such
  date in connection therewith (a) the amount of the "present fair salable
  value" of the assets of Parent and the Company will, as of such date, exceed
  the amount of all "liabilities of Parent and the Company, contingent or
  otherwise," as of such date, as such quoted terms are determined in accordance
  with applicable federal and state laws governing determinations of the
  solvency of debtors, (b) the present fair salable value of the assets of
  Parent and the Company will, as of such date, be greater than the amount that
  will be required to pay the liability of Parent and the Company on its debts
  as such debts become absolute and matured, (c) Parent and the Company will not
  have, as of such date, an unreasonably small amount of capital with which to
  conduct its business, and (d) Parent and the Company will be able to pay its
  debts as they mature.  For purposes of this Section 5.23, "debt" means
  "liability or a claim", and "claim" means any (x) right to payment, whether or
  not such a right is reduced to judgment, liquidated, unliquidated, fixed,
  contingent, matured, unmatured, disputed, undisputed, legal, equitable,
  secured or unsecured; or (y) right to an equitable remedy for breach of
  performance if such breach gives rise to a right to payment, whether or not
  such right to an equitable remedy is reduced to judgment, fixed, contingent,
  matured or unmatured, disputed, undisputed, secured or unsecured.

  

  6.                 
  
  Representations of each
  Purchaser.

  
  6.1             
  Purchase for Investment.

  
  You represent that you have purchased the
  Notes for your own account or for one or more separate accounts maintained by
  you or for the account of one or more pension or trust funds and not with a
  view to the distribution thereof, provided
  that the disposition of your or their property shall at all times be within
  your or their control.  You understand that the Notes have not been registered
  under the Securities Act and may be resold only if registered pursuant to the
  provisions of the Securities Act or if an exemption from registration is
  available, except under circumstances where neither such registration nor such
  an exemption is required by law, and that the Company is not required to
  register the Notes.

  
  6.2             
  Source of Funds.

  
  You represent that at least one of the
  following statements is an accurate representation as to each source of funds
  (a 
  "Source")
  used by you to pay the purchase price of the Notes purchased by you under the
  Original Note Agreement:

  
  (a)               
  the Source is an "insurance company general
  account" (as the term is defined in the United States Department of Labor's
  Prohibited Transaction Exemption ("PTE")
  95-60) in respect of which the reserves and liabilities (as defined by the
  annual statement for life insurance companies approved by the National
  Association of Insurance Commissioners (the "NAIC
  Annual Statement")) for the general account contract(s) held by
  or on behalf of any employee benefit plan together with the amount of the
  reserves and liabilities for the general account contract(s) held by or on
  behalf of any other employee benefit plans maintained by the same employer (or
  affiliate thereof as defined in PTE 95-60) or by the same employee
  organization in the general account do not exceed 10% of the total reserves
  and liabilities of the general account (exclusive of separate account
  liabilities) plus surplus as set forth in the NAIC Annual Statement filed with
  such Purchaser's state of domicile; or

  
  (b)              
  the Source is a separate account that is
  maintained solely in connection with such Purchaser's fixed contractual
  obligations under which the amounts payable, or credited, to any employee
  benefit plan (or its related trust) that has any interest in such separate
  account (or to any participant or beneficiary of such plan (including any
  annuitant)) are not affected in any manner by the investment performance of
  the separate account; or

  
  (c)               
  the Source is either (i) an insurance company
  pooled separate account, within the meaning of PTE 90-1 or (ii) a bank
  collective investment fund, within the meaning of the PTE 91-38 and, except as
  disclosed by such Purchaser to the Company in writing pursuant to this
  clause (c), no employee benefit plan or group of plans maintained by the same
  employer or employee organization beneficially owns more than 10% of all
  assets allocated to such pooled separate account or collective investment
  fund; or

  
  (d)              
  the Source constitutes assets of an "investment
  fund" (within the meaning of Part V of PTE 84-14 (the "QPAM
  Exemption")) managed by a "qualified professional asset
  manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no
  employee benefit plan's assets that are included in such investment fund, when
  combined with the assets of all other employee benefit plans established or
  maintained by the same employer or by an affiliate (within the meaning of
  Section V(c)(1) of the QPAM Exemption) of such employer or by the same
  employee organization and managed by such QPAM, exceed 20% of the total client
  assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM
  Exemption are satisfied, neither the QPAM nor a person controlling or
  controlled by the QPAM (applying the definition of "control" in Section V(e)
  of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the
  identity of such QPAM and (ii) the names of all employee benefit plans whose
  assets are included in such investment fund have been disclosed to the Company
  in writing pursuant to this clause (d); or

  
  (e)               
  the Source constitutes assets of a "plan(s)"
  (within the meaning of Section IV of PTE 96-23 (the "INHAM
  Exemption")) managed by an "in-house asset manager" or "INHAM"
  (within the meaning of Part IV of the INHAM exemption), the conditions of Part
  I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor
  a person controlling or controlled by the INHAM (applying the definition of
  "control" in Section IV(h) of the INHAM Exemption) owns a 5% or more interest
  in the Company and (i) the identity of such INHAM and (ii) the name(s) of the
  employee benefit plan(s) whose assets constitute the Source have been
  disclosed to the Company in writing pursuant to this clause (e); or

  
  (f)                
  the Source is a governmental plan; or

  
  (g)               
  the Source is one or more employee benefit plans,
  or a separate account or trust fund comprised of one or more employee benefit
  plans, each of which has been identified to the Company in writing pursuant to
  this clause (g); or

  
  (h)               
  the Source does not include assets of any employee
  benefit plan, other than a plan exempt from the coverage of ERISA.

  
  As used in this Section 6.2, the terms "employee
  benefit plan," "governmental
  plan," and "separate
  account" shall have the respective meanings assigned to such
  terms in Section 3 of ERISA.

  

  7.                 
  
  Information as to Parent
  and Company.

  
  7.1             
  Financial and Business Information.

  
  Parent shall deliver to each Holder that is an
  Institutional Investor:

  
  (a)               
  Annual Financial Statements.  As soon as
  available and in any event within 90 days after the close of each fiscal year
  of Parent and the Company, the consolidated balance sheets of the Parent and
  its consolidated Subsidiaries as at the end of such fiscal year and the
  related consolidated statements of income, of stockholders' equity and of cash
  flows for such fiscal year, in each case setting forth comparative figures for
  the preceding fiscal year, all in reasonable detail and accompanied by the
  opinion with respect to such consolidated financial statements of independent
  public accountants of recognized national standing selected by Parent, which
  opinion shall be unqualified and shall (i) state
  that such accountants audited such consolidated financial statements in
  accordance with generally accepted auditing standards, that such accountants
  believe that such audit provides a reasonable basis for their opinion, and
  that in their opinion such consolidated financial statements present fairly,
  in all material respects, the consolidated financial position of Parent and
  its consolidated Subsidiaries as at the end of such fiscal year and the
  consolidated results of their operations and cash flows for such fiscal year
  in conformity with generally accepted accounting principles, or
  (ii) contain such statements as are customarily included in unqualified
  reports of independent accountants in conformity with the recommendations and
  requirements of the American Institute of Certified Public Accountants (or any
  successor organization).

  
  (b)              
  Quarterly Financial Statements.  As soon as
  available and in any event within 45 days after the close of each of the
  quarterly accounting periods in each fiscal year of Parent and the Company,
  the unaudited consolidated balance sheets of the Parent and its consolidated
  Subsidiaries as at the end of such quarterly period and the related unaudited
  consolidated statements of income and of cash flows for such quarterly period
  and/or for the fiscal year to date, and setting forth, in the case of such
  unaudited consolidated statements of income and of cash flows, comparative
  figures for the related periods in the prior fiscal year, and which shall be
  certified by a Senior Financial Officer, subject to changes resulting from
  normal year-end audit adjustments.

  
  (c)               
  Officer's Compliance Certificates.  At the
  time of the delivery of the financial statements provided for in Sections
  7.1(a) and (b), a certificate by a Senior Financial Officer to the effect that
  no Default or Event of Default exists or, if any Default or Event of Default
  does exist, specifying the nature and extent thereof and the actions Parent
  and the Company propose to take with respect thereto, which certificate shall
  set forth the calculations required to establish compliance with the
  provisions of Sections 10.6 and 10.11 through 10.13, inclusive, of this
  Agreement.

  
  (d)              
  Notice of Default, Litigation, Material Adverse
  Effect.  Promptly, and in any event within three Business Days after any
  of Parent, the Company or any Subsidiary obtains knowledge thereof, notice of

  (i)                 
  the occurrence of any event that constitutes a
  Default or Event of Default, which notice shall specify the nature thereof,
  the period of existence thereof and what action the Parent and the Company
  propose to take with respect thereto; or

  (ii)               
  the commencement of, or any other material
  development concerning, any litigation, governmental or regulatory proceeding
  pending against the Parent, the Company, or any Subsidiary, or any other event
  if the same involves any reasonable possibility of having a Material Adverse
  Effect.

  
  (e)               
  ERISA.  Promptly, and in any event within
  10 days after Parent, the Company, any Subsidiary or any ERISA Affiliate knows
  of the occurrence of any of the following, Parent will deliver to each of the
  Holders a certificate on behalf of Parent by a Responsible Officer of the
  Parent or the Company setting forth the full details as to such occurrence and
  the action, if any, that Parent, the Company or such Subsidiary or such ERISA
  Affiliate is required or proposes to take, together with any notices required
  or proposed to be given to or filed with or by Parent, the Company, the
  Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan
  administrator with respect thereto (i) that a Reportable Event has occurred
  with respect to any Plan; (ii) the institution of any steps by any Borrower,
  any ERISA Affiliate, the PBGC or any other person to terminate any Plan;
  (iii) the institution of any steps by Parent, the Company or any ERISA
  Affiliate to withdraw from any Plan; (iv) the institution of any steps by any
  of the Parent, the Company or any Subsidiary to withdraw from any
  Multiemployer Plan or Multiple Employer Plan, if such withdrawal could result
  in withdrawal liability (as described in Part 1 of Subtitle E of Title IV of
  ERISA) in excess of $5,000,000; (v) a non-exempt "prohibited transaction"
  within the meaning of Section 406 of ERISA in connection with any Plan;
  (vi) that a Plan has an Unfunded Current Liability exceeding $5,000,000;
  (vii) any material increase in the contingent liability of Parent, the Company
  or any Subsidiary with respect to any post-retirement welfare liability; or
  (viii) the taking of any action by, or the threatening of the taking of any
  action by, the Internal Revenue Service, the Department of Labor or the PBGC
  with respect to any of the foregoing.

  
  (f)                
  Environmental Matters.  Promptly upon, and
  in any event within 10 Business Days after, Parent, the Company or any
  Subsidiary obtains knowledge thereof, notice of one or more of the following
  environmental matters: (i) any pending or
  threatened material Environmental Claim against the Parent, the Company or any
  of their Subsidiaries or any real property owned or operated by the Parent,
  the Company or any of their Subsidiaries; (ii) any
  condition or occurrence on or arising from any real property owned or operated
  by the Parent, the Company or any Subsidiary that (A) results
  in material noncompliance by Parent, the Company or any Subsidiary with any
  applicable Environmental Law or (B) would
  reasonably be expected to form the basis of a material Environmental Claim
  against Parent, the Company or any Subsidiary or any such real property;
  (iii) any condition or occurrence on any real property owned, leased or
  operated by Parent, the Company or any Subsidiary that could reasonably be
  expected to cause such real property to be subject to any material
  restrictions on the ownership, occupancy, use or transferability by any the
  Parent, the Company or any Subsidiary of such real property under any
  Environmental Law; and (iv) the taking of any
  material removal or remedial action in response to the actual or alleged
  presence of any Hazardous Material on any real property owned, leased or
  operated by Parent, the Company or any Subsidiary as required by any
  Environmental Law or any governmental or other administrative agency.  All
  such notices shall describe in reasonable detail the nature of the
  Environmental Claim, Parent's, the Company's or such Subsidiary's response
  thereto and, to the extent reasonably ascertainable, the potential exposure in
  dollars of Parent, the Company and their Subsidiaries with respect thereto.

  
  (g)               
  SEC Reports and Registration Statements. 
  Promptly after transmission thereof or other filing with the SEC, copies of
  all registration statements and all annual, quarterly or current reports that
  the Parent, the Company or any Subsidiary is required to file with the SEC on
  Form 10-K, 10-Q or 8-K (or any successor forms).

  
  (h)               
  Annual and Quarterly Reports, Proxy Statements
  and other Reports Delivered to Stockholders Generally.  Promptly after
  transmission thereof to its stockholders, copies of all annual, quarterly and
  other reports and all proxy statements that Parent furnishes to its
  stockholders generally.

  
  (i)                 
  Auditors' Internal Control
  Comment Letters, etc.  Promptly upon receipt
  thereof, a copy of each letter or memorandum commenting on internal accounting
  controls and/or accounting or financial reporting policies followed by Parent,
  the Company and/or any Subsidiary that is submitted to Parent or the Company
  by their independent accountants in connection with any annual or interim
  audit made by them of the books of Parent or any of its Subsidiaries.

  
  (j)                
  Other Information.  Promptly, but in any
  event within 10 Business Days upon request therefor, such other information or
  documents (financial or otherwise) relating to the Parent, the Company or any
  Subsidiary as such Holders may reasonably request from time to time (including
  information necessary in order to permit compliance with the information
  requirements of Rule 144A under the Securities Act in connection with a resale
  of the Notes).

  
  7.2             
  Books and Records Inspection.

  
  Parent and the Company shall, and shall cause
  each Subsidiary to, keep proper books of record and account, in which full and
  correct entries shall be made of all financial transactions and the assets of
  Parent, the Company and such Subsidiaries in accordance with GAAP and shall
  permit the representatives of each Holder that is an Institutional Investor:

  
  (a)               
  No Default -- if no Default or Event of Default
  then exists, at the expense of such Holder and upon reasonable prior notice to
  Parent and the Company, to visit the principal executive office of Parent and
  the Company, to discuss the affairs, finances and accounts of Parent, the
  Company and its Subsidiaries with Parent's and the Company's officers, and
  (with the consent of Parent and the Company, which consent will not be
  unreasonably withheld) its independent public accountants, and (with the
  consent of Parent and the Company, which consent will not be unreasonably
  withheld) to visit the other offices and properties of Parent, the Company and
  each Subsidiary, all at such reasonable times and as often as may be
  reasonably requested in writing; and

  
  (b)              
  Default -- if a Default or Event of Default then
  exists, at the expense of Parent and the Company to visit and inspect any of
  the offices or properties of Parent, the Company or any Subsidiary, to examine
  all their respective books of account, records, reports and other papers, to
  make copies and extracts therefrom, and to discuss their respective affairs,
  finances and accounts with their respective officers and independent public
  accountants (and by this provision Parent and the Company authorize said
  accountants to discuss the affairs, finances and accounts of Parent, the
  Company and its Subsidiaries), all at such times and as often as may be
  requested.

  

  8.                 
  
  Prepayment of the Notes.

  
  8.1             
  Optional Prepayments with Make-Whole
  Amount.

  
  Subject to Section 13 hereof and the Company's
  compliance with the terms of the Senior Note Agreement, the 2004 Senior Note
  Agreement and the Credit Agreement, the Company may, at its option, upon
  notice as provided below, prepay at any time all, or from time to time any
  part of, the Notes, in an amount not less than $5,000,000 
  plus $100,000 increments in the
  case of a partial prepayment, at 100% of the principal amount so prepaid, 
  plus the Make-Whole Amount
  determined for the prepayment date with respect to such principal amount.  The
  Company will give each Holder written notice of each optional prepayment under
  this Section 8.1 not less than 30 days and not more than 60 days prior to the
  date fixed for such prepayment.  Each such notice shall specify such date, the
  aggregate principal amount of the Notes to be prepaid on such date, the
  principal amount of each Note held by such Holder to be prepaid (determined in
  accordance with Section 8.2), and the interest to be paid on the prepayment
  date with respect to such principal amount being prepaid, and shall be
  accompanied by a certificate of a Senior Financial Officer as to the estimated
  Make-Whole Amount due in connection with such prepayment (calculated as if the
  date of such notice were the date of the prepayment), setting forth the
  details of such computation.  Two Business Days prior to such prepayment, the
  Company shall deliver to each Holder a certificate of a Senior Financial
  Officer specifying the calculation of such Make-Whole Amount as of the
  specified prepayment date.

  
  8.2             
  Allocation of Partial Prepayments.

  
  In the case of each partial prepayment of the
  Notes, the principal amount of the Notes to be prepaid shall be allocated
  among all of the Notes at the time outstanding in proportion, as nearly as
  practicable, to the respective unpaid principal amounts thereof not
  theretofore called for prepayment.

  
  8.3             
  Maturity; Surrender, Etc.

  
  In the case of each prepayment of Notes
  pursuant to this Section 8, the principal amount of each Note to be prepaid
  shall mature and become due and payable on the date fixed for such prepayment,
  together with interest on such principal amount accrued to such date and the
  applicable Make-Whole Amount, if any.  From and after such date, unless the
  Company shall fail to pay such principal amount when so due and payable,
  together with the interest and Make-Whole Amount, if any, as aforesaid,
  interest on such principal amount shall cease to accrue.  Any Note paid or
  prepaid in full shall be surrendered to the Company and cancelled and shall
  not be reissued, and no Note shall be issued in lieu of any prepaid principal
  amount of any Note.

  
  8.4             
  Purchase of Notes.

  
  The Company will not and will not permit any
  Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
  indirectly, any of the outstanding Notes except upon the payment or prepayment
  of the Notes in accordance with the terms of this Agreement and the Notes. 
  The Company will promptly cancel all Notes acquired by it or any Affiliate
  pursuant to any payment, prepayment or purchase of Notes pursuant to any
  provision of this Agreement and no Notes may be issued in substitution or
  exchange for any such Notes.

  
  8.5             
  Offer to Prepay Notes in the Event of a
  Change in Control.

  
  (a)               
  
  Notice of Impending Change
  in Control.  The Company shall give to each Holder prompt
  written notice of any impending Change in Control for which it has received a
  written offer or notice.

  
  (b)              
  
  Notice of Occurrence of
  Change in Control.  The Company will promptly after any
  Responsible Officer has knowledge of the occurrence of any Change in Control,
  give written notice of such Change in Control to each Holder.  Such notice
  shall contain and constitute an offer to prepay the Notes as described in
  clause (c) and shall be accompanied by the certificate described in clause (f)
  hereof.

  
  (c)               
  
  Offer to Prepay Notes. 
  The offer to prepay Notes contemplated by the foregoing clause (b) shall be an
  offer to prepay, in accordance with and subject to this Section 8.5, all, but
  not less than all, the Notes held by each Holder (in this case only, "Holder"
  in respect of any Note registered in the name of a nominee for a disclosed
  beneficial owner shall mean such beneficial owner) on a date specified in such
  offer (the "Proposed
  Prepayment Date").  Such Proposed Prepayment Date shall be not
  less than 30 days and not more than 90 days after the date of such offer (if
  the Proposed Prepayment Date shall not be specified in such offer, the
  Proposed Prepayment Date shall be the 60th day after the date of
  such offer).

  
  (d)              
  
  Rejection, Acceptance. 
  A Holder may accept the offer to prepay made pursuant to this Section 8.5 by
  causing a notice of such acceptance to be delivered to the Company within 60
  days after receipt of the notice required pursuant to clause (b).  A failure
  by a Holder to respond to an offer to prepay made pursuant to this Section 8.5
  within such 60-day period shall be deemed to constitute an acceptance of such
  offer by such Holder.

  
  (e)               
  
  Prepayment. 
  Prepayment of the Notes to be prepaid pursuant to this Section 8.5 shall be at
  101% of the principal amount of such Notes, together with interest on such
  Notes accrued to the date of prepayment.  The prepayment shall be made on the
  Proposed Prepayment Date subject to the prior prepayment in full of any notes
  under the Senior Note Agreement or the 2004 Senior Note Agreement electing to
  be prepaid pursuant to Section 8.5 of the Senior Note Agreement or Section 8.5
  of the 2004 Senior Note Agreement.

  
  (f)                
  
  Officer's Certificate. 
  Each offer to prepay the Notes pursuant to this Section 8.5 shall be
  accompanied by a certificate, executed by a Responsible Officer of the Company
  and dated the date of such offer, specifying: (i) the Proposed Prepayment
  Date; (ii) that such offer is made pursuant to this Section 8.5; (iii) the
  principal amount of each Note offered to be prepaid; (iv) the interest that
  would be due on each Note offered to be prepaid, accrued to the Proposed
  Prepayment Date; (v) that the conditions of this Section 8.5 have been
  fulfilled; and (vi) in reasonable detail, the nature and date of the Change in
  Control.

  
  8.6             
  Make-Whole Amount.

  
  The term 
  "Make-Whole
  Amount"
  means, with respect to any Note, an amount equal to the excess, if any, of the
  Discounted Value of the Remaining Scheduled Payments with respect to the
  Called Principal of such Note over the amount of such Called Principal, 
  provided that the Make-Whole
  Amount may in no event be less than zero.  For the purposes of determining the
  Make-Whole Amount, the following terms have the following meanings:

  
  
 "Called
  Principal"
  means, with respect to any Note, the principal of such Note that is to be
  prepaid pursuant to Section 8.1 or has become or is declared to be immediately
  due and payable pursuant to Section 12.1, as the context requires.

  
  
 "Discounted
  Value"
  means, with respect to the Called Principal of any Note, the amount obtained
  by discounting all Remaining Scheduled Payments with respect to such Called
  Principal from their respective scheduled due dates to the Settlement Date
  with respect to such Called Principal, in accordance with accepted financial
  practice and at a discount factor (as converted to reflect the periodic basis
  on which interest on such Note is payable, if payable other than on a
  semi-annual basis) equal to the Reinvestment Yield with respect to such Called
  Principal.

  
  
 "Reinvestment
  Yield"
  means, with respect to the Called Principal of any Note, 1.00% over the yield
  to maturity implied by (i) the yields reported, as of 10:00 A.M.  (New York
  City time) on the Business Day next preceding the Settlement Date with respect
  to such Called Principal for actively traded U.S. Treasury securities having a
  maturity equal to the Remaining Average Life of such Called Principal as of
  such Settlement Date on the display designated as "Page PX1" on the Bloomberg
  Financial Market Service or such other display as may replace Page PX1 on the
  Bloomberg Financial Market Service (or, if the Bloomberg Financial Market
  Service shall cease to report such yields or shall cease to be a customary
  source of information for calculating yield-maintenance amounts on privately
  placed notes, then such source as is then a customary source for such
  information), or (ii) if such yields are not reported as of such time or the
  yields reported as of such time are not ascertainable, the Treasury Constant
  Maturity Series Yields reported, for the latest day for which such yields have
  been so reported as of the second Business Day preceding the Settlement Date
  with respect to such Called Principal, in Federal Reserve Statistical Release
  H.15 (519) (or any comparable successor publication) for actively traded U.S.
  Treasury securities having a constant maturity equal to the Remaining Average
  Life of such Called Principal as of such Settlement Date.  Such implied yield
  will be determined, if necessary, by (a) converting U.S. Treasury bill
  quotations to bond-equivalent yields in accordance with accepted financial
  practice and (b) interpolating linearly between yields reported for various
  maturities.  The Reinstatement Yield shall be rounded to that number of
  decimal places as appears in the interest rate set forth in the applicable
  Note.

  
  
 "Remaining
  Average Life"
  means, with respect to any Called Principal, the number of years (calculated
  to the nearest one-twelfth year) obtained by dividing (i) such Called
  Principal into (ii) the sum of the products obtained by multiplying (a) the
  principal component of each Remaining Scheduled Payment with respect to such
  Called Principal by (b) the number of years (calculated to the nearest
  one-twelfth year) that will elapse between the Settlement Date with respect to
  such Called Principal and the scheduled due date of such Remaining Scheduled
  Payment.

  
  
 "Remaining
  Scheduled Payments"
  means, with respect to the Called Principal of any Note, all payments of such
  Called Principal and interest thereon that would be due after the Settlement
  Date with respect to such Called Principal if no payment of such Called
  Principal were made prior to its scheduled due date, 
  provided that if such Settlement
  Date is not a date on which interest payments are due to be made under the
  terms of the Notes, then the amount of the next succeeding scheduled interest
  payment will be reduced by the amount of interest accrued to such Settlement
  Date and required to be paid on such Settlement Date pursuant to Section 8.1
  or 12.1.

  
  
 "Settlement
  Date"
  means, with respect to the Called Principal of any Note, the date on which
  such Called Principal is to be prepaid pursuant to Section 8.1 or has become
  or is declared to be immediately due and payable pursuant to Section 12.1, as
  the context requires.

  

  9.                 
  
  Affirmative Covenants.

  
  Each of Parent and the Company covenants that
  so long as any of the Notes are outstanding:

  
  9.1             
  Compliance with Law.

  
  It will and will cause each of its
  Subsidiaries to comply with all laws, ordinances or governmental rules or
  regulations to which each of them is subject, including, without limitation,
  Environmental Laws, and will obtain and maintain in effect all licenses,
  certificates, permits, franchises and other governmental authorizations
  necessary to the ownership of their respective properties or to the conduct of
  their respective businesses, in each case to the extent necessary to ensure
  that non-compliance with such laws, ordinances or governmental rules or
  regulations or failures to obtain or maintain in effect such licenses,
  certificates, permits, franchises and other governmental authorizations could
  not, individually or in the aggregate, reasonably be expected to have a
  Material Adverse Effect.

  
  9.2             
  Insurance.

  
  It will and will cause each of its
  Subsidiaries to maintain, with financially sound and reputable insurers,
  insurance with respect to their respective properties and businesses against
  such casualties and contingencies, of such types, on such terms and in such
  amounts (including deductibles, co-insurance and self-insurance, if adequate
  reserves are maintained with respect thereto) as is customary in the case of
  entities of established reputations engaged in the same or a similar business
  and similarly situated.

  
  9.3             
  Maintenance of Properties.

  
  It will and will cause each of its
  Subsidiaries to maintain and keep, or cause to be maintained and kept, their
  respective properties in good repair, working order and condition (other than
  ordinary wear and tear), so that the business carried on in connection
  therewith may be properly conducted at all times, 
  provided that this Section shall
  not prevent Parent, the Company or any Subsidiary from discontinuing the
  operation and the maintenance of any of its properties if such discontinuance
  is desirable in the conduct of its business and Parent has concluded that such
  discontinuance could not, individually or in the aggregate, reasonably be
  expected to have a Material Adverse Effect.

  
  9.4             
  Payment of Taxes and Claims.

  
  It will and will cause each of its
  Subsidiaries to file all tax returns required to be filed in any jurisdiction
  and to pay and discharge all taxes shown to be due and payable on such returns
  and all other taxes, assessments, governmental charges, or levies imposed on
  them or any of their properties, assets, income or franchises, to the extent
  such taxes and assessments have become due and payable and before they have
  become delinquent and all claims for which sums have become due and payable
  that have or might become a Lien on properties or assets of Parent, the
  Company or any Subsidiary, provided
  that neither Parent nor the Company nor any Subsidiary need pay any such tax
  or assessment or claims if (i) the amount, applicability or validity thereof
  is contested by Parent, the Company or such Subsidiary on a timely basis in
  good faith and in appropriate proceedings, and Parent, the Company or a
  Subsidiary has established adequate reserves therefor in accordance with GAAP
  on the books of Parent, the Company or such Subsidiary or (ii) the nonpayment
  of all such taxes and assessments in the aggregate could not reasonably be
  expected to have a Material Adverse Effect.  

  
  9.5             
  Corporate Existence, Etc.

  
  It will at all times preserve and keep in full
  force and effect its corporate existence.  Subject to Sections 10.6, Parent
  and the Company will at all times preserve and keep in full force and effect
  the corporate existence of each of its Subsidiaries (unless merged into the
  Company or a Domestic Subsidiary to the extent permitted by Section 10.6) and
  all rights and franchises of Parent and the Company and its Subsidiaries
  unless, in the good faith judgment of Parent, the termination of or failure to
  preserve and keep in full force and effect such corporate existence, right or
  franchise could not, individually or in the aggregate, have a Material Adverse
  Effect.  

  
  9.6             
  Fair Labor Standards Act.

  
  It will comply with, and cause each Subsidiary
  to comply with, the provisions of the Fair Labor Standards Act of 1938, as
  amended.

  
  9.7             
  USA Patriot Act.

  
  It will comply with the requirements of
  Executive Order No. 13224 (Sept. 23, 2001) and other similar
  requirements contained in the rules and regulations of OFAC and in legislation
  or other Executive Orders in respect thereof.

  
  9.8             
  No Integration.

  
  It has taken and will continue to take all
  necessary steps so that the issuance of the Notes have not and will not
  require registration under the Securities Act.  Each of Parent and the Company
  covenants that no future offer and sale of debt securities of the Company of
  any class will be made if, as a result of the doctrine of "integration", there
  is a reasonable possibility that such offer and sale would result in the loss
  of the entitlement of the Notes to the exemption from the registration
  requirements of the Securities Act.

  
  9.9             
  Covenant to Secure Note Equally.

  
  If it or any Subsidiary shall create or assume
  any Lien upon any of its property or assets in respect of any Subordinated
  Debt, whether now owned or hereafter acquired, other than Liens permitted by
  the provisions of Section 10.3 (unless prior written consent to the creation
  or assumption thereof shall have been obtained pursuant to Section 18.1), it
  will make or cause to be made effective provision whereby the Notes will be
  secured by such Lien equally and ratably with any and all other Subordinated
  Debt thereby secured so long as any such other Subordinated Debt shall be so
  secured.

  
  9.10         
  Guaranteed Obligations.

  
  If, at any time, after the date hereof, it or
  any of its Subsidiaries incurs or permits to exist any Subordinated Debt of
  Parent or the Company Guaranteed or collateralized in any other manner by any
  other Person, except to the extent permitted by the provisions of
  Section 10.2, it will simultaneously cause such Person to execute and deliver
  to each Holder a guaranty agreement in form and substance reasonably
  satisfactory to such Holder guaranteeing payment of the principal amount of
  the Notes and any premium and interest thereon, which bears the same ratio to
  the total unpaid principal amount of the Notes as the amount of such other
  obligation which is guaranteed bears to the total unpaid principal amount of
  such other obligation, or if such other obligation is collateralized, to
  collateralize the Notes equally and ratably with such other obligation. 
  

  

  10.             
  
  Negative Covenants.

  
  Each of the Parent and the Company covenants
  that so long as any of the Notes are outstanding:

  
  10.1         
  Transactions with Affiliates.

  
  Except as set forth on Schedule 10.1,
  it will not, and will not permit any Subsidiary to, enter into directly or
  indirectly any transaction or Material group of related transactions
  (including without limitation the purchase, lease, sale or exchange of
  properties of any kind or the rendering of any service) with any Affiliate
  (other than the Company or another Subsidiary), except in the ordinary course
  and pursuant to the reasonable requirements of Parent's, the Company's or such
  Subsidiary's business and upon fair and reasonable terms no less favorable to
  Parent, the Company or such Subsidiary than would be obtainable in a
  comparable arm's-length transaction with a Person not an Affiliate, except
  agreements and transactions with and payments to officers, directors and
  shareholders that are (i) approved by the directors or shareholders of Parent,
  the Company or a Subsidiary, as applicable, (ii) entered into in the ordinary
  course of business and (iii) not prohibited by any of the provisions of this
  Agreement.  Nothing in this Section 10.1 shall be construed to prohibit any
  action otherwise permitted by Section 10.8.

  
  10.2         
  Guarantees. 
   

  
  It will not, and will not permit any
  Subsidiary to, Guarantee, endorse or otherwise be or become liable or
  contingently liable in connection with the obligations or Indebtedness of any
  other Person, including any Subsidiary, directly or indirectly, except (i) as
  an endorser of instruments for the payment of money deposited to its bank
  account for collection in the ordinary course of business; (ii) Parent and
  each Subsidiary may Guarantee the obligations of the Company under the Senior
  Note Agreement and the 2004 Senior Note Agreement and the notes issued
  pursuant thereto and (iii) without duplication, Parent and each Subsidiary may
  provide unsecured guaranties of any Indebtedness of the Company permitted to
  be incurred pursuant to Section 10.2 of the Senior Note Agreement and
  Section 10.2 of the 2004 Senior Note Agreement.

  
  10.3         
  Liens. 
   

  
  It will not, and will not permit any
  Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of
  its property, assets, income or profits, whether now owned or hereafter
  acquired, or pledge or encumber any assets, except (i) Liens in favor of the
  Collateral Agent for the benefit of the Secured Lender Group, (ii) Liens set
  forth on Schedule 10.3, (iii) Standard Permitted Liens, and
  (iv) Capital Leases, Synthetic Leases and Liens
  that are placed upon fixed or capital assets, acquired, constructed or
  improved by the Parent, the Company or any Subsidiary, provided that
  (1) the maximum principal amount of Indebtedness secured thereby does not
  exceed $25,000,000 in the aggregate at any one time (using Capitalized Lease
  Obligations in lieu of principal amount, in the case of any Capital Leases and
  using the present value, based on the implicit interest rate, in lieu of
  principal amount, in the case of any Synthetic Lease), (2)  such Liens
  and the Indebtedness secured thereby are incurred prior to or within 120 days
  after such acquisition or the completion of such construction or improvement,
  (3) the Indebtedness secured thereby does not exceed the cost of
  acquiring, constructing or improving such fixed or capital assets; and
  (4) such Liens shall not apply to any other property or assets of the
  Parent, the Company or any Subsidiary.

  
  10.4         
  Plan Terminations; Minimum Funding, Etc. 
  
  

  
  Parent and the Company will not, and will not
  permit any ERISA Affiliate to, terminate any Plan or Plans so as to result in
  liability of Parent or the Company or any ERISA Affiliate to the PBGC in
  excess of, in the aggregate, the amount that is equal to the greater of
  (x) $5,000,000, or (y) 5% of the Borrowers' Consolidated Net Worth as of the
  date of the then most recent financial statements furnished to Holders
  pursuant to the provisions of this Agreement, (ii) permit to exist one or more
  events or conditions that reasonably present a material risk of the
  termination by the PBGC of any Plan or Plans with respect to which Parent or
  the Company or any ERISA Affiliate would, in the event of such termination,
  incur liability to the PBGC in excess of such amount in the aggregate, or
  (iii) fail to comply with the minimum funding standards of ERISA and the Code
  with respect to any Plan.

  
  10.5         
  Compliance with Law. 
   

  
  It will not violate any law or regulation,
  order, writ, injunction or decree of any court or governmental instrumentality
  or breach any agreement to which Parent, Company or any Subsidiary is subject
  or in default thereunder, which violation or breach would have a Material
  Adverse Effect.  

  
  
  
  10.6         
  Consolidations, Mergers,
  Acquisitions and Asset Sales, Etc. 
   

  
  Neither Parent nor the Company will, nor will
  permit any Subsidiary to, (1) wind up, liquidate or dissolve its affairs, (2)
  enter into any transaction of merger or consolidation, (3) make or otherwise
  effect any Acquisition, (4) sell or otherwise dispose of any of its property
  or assets outside the ordinary course of business, or otherwise make or
  otherwise effect any Asset Sale, or (5) agree to do any of the foregoing at
  any future time, except that the following shall be permitted:

  
  (a)               
  Certain Intercompany Mergers, etc.  If no
  Default or Event of Default shall have occurred and be continuing or would
  result therefrom, each of the following shall be permitted:  (i) the merger,
  consolidation or amalgamation of any Domestic Subsidiary of the Company with
  or into the Company, provided the Company is the surviving or continuing or
  resulting corporation; (ii) the merger, consolidation or amalgamation of any
  Domestic Subsidiary of the Company with or into any other Domestic Subsidiary
  of the Company; and (iii) the transfer or other disposition of any property by
  any Domestic Subsidiary to the Company or any other Domestic Subsidiary;

  
  (b)              
  Acquisitions.  Parent, the Company or any
  Subsidiary may make any Acquisition that is a Permitted Acquisition, provided
  that all of the conditions contained in the definition of the term Permitted
  Acquisition are satisfied;

  
  (c)               
  Permitted Dispositions.  If no Default or
  Event of Default shall have occurred and be continuing or would result
  therefrom, and no Material Adverse Effect has occurred or will result
  therefrom, Parent, the Company or any Subsidiary may consummate any Asset
  Sale, provided that (i) the consideration for such transaction represents fair
  value (as determined by any Responsible Officer of Parent); (ii) the
  cumulative aggregate value of the assets sold or transferred does not exceed
  5% of the Parent's Consolidated Net Worth for all such transactions completed
  during any fiscal year, and (iii) in the case of any such transaction
  involving a sale of assets having a value in excess of $10,000,000, at least
  five Business Days prior to the date of completion of such transaction Parent
  shall have delivered to each Holder an officer's certificate executed on
  behalf of Parent by a Responsible Officer of Parent, which certificate shall
  contain (x) a description of the proposed transaction, and (y) a certification
  that no Default, Event of Default or Material Adverse Effect has occurred and
  is continuing, or would result from consummation of such transaction;

  
  (d)              
  Leases.  Parent, the Company or any
  Subsidiary may enter into Operating Leases of property or assets not
  constituting Acquisitions in the ordinary course of business, provided such
  leases are not otherwise in violation of this Agreement; and, provided that
  the total net consolidated rental payments and expenses under all such
  Operating Leases do not exceed $30,000,000 in any of the Parent's fiscal
  years;

  
  (e)               
  Capital Expenditures.  Parent, the Company
  and any Subsidiary shall be permitted to make any Consolidated Capital
  Expenditures, so long as no Default or Event of Default has occurred and is
  continuing or will occur as a result of such Consolidated Capital Expenditure;
  and

  
  (f)                
  Permitted Investments.  Parent, the Company
  and the Subsidiaries shall be permitted to make and dispose of the Investments
  permitted pursuant to Section 10.7.

  
  10.7         
  Investments. 
   

  
  Parent and the Company will not, and will not
  permit any Subsidiary to, directly or indirectly make or commit to make any
  Investment, except:

  
  (a)               
  Parent, the Company or any of its Subsidiary may
  invest in cash and Cash Equivalents;

  
  (b)              
  any endorsement of a check or other medium of
  payment for deposit or collection, or any similar transaction in the normal
  course of business;

  
  (c)               
  Parent, the Company and any Subsidiary may acquire
  and hold receivables owing to them in the ordinary course of business and
  payable or dischargeable in accordance with customary trade terms;

  
  (d)              
  Investments required by Parent, the Company or any
  Subsidiary (i) in exchange for any other investment held by Parent, the
  Company or any such Subsidiary in connection with or as a result of a
  bankruptcy, workout, reorganization or recapitalization of the issuer of such
  other investment, or (ii) as a result of a foreclosure by Parent, the Company
  or any Subsidiary with respect to any secured investment or other transfer of
  title with respect to any secured investment in default;

  
  (e)               
  loans and advances to employees for
  business-related travel expenses, moving expenses, costs of replacement homes,
  business machines or supplies, automobiles and other similar expenses, in each
  case incurred in the ordinary course of business;

  
  (f)                
  to the extent not permitted by the foregoing
  clauses, Investments existing as of the date hereof and described on 
  Schedule 10.7 hereto;

  
  (g)               
  investments of Parent, the Company and any
  Subsidiary in Hedge Agreements;

  
  (h)               
  existing investments in any Subsidiaries and any
  additional Investments in any Subsidiary;

  
  (i)                 
  intercompany loans and advances made by the Parent
  or the Company from time to time to each other and to any Subsidiary for
  working capital purposes in the ordinary course of business and for other
  purposes permitted under other provisions of this Agreement which would not be
  in violation of any of the terms or provision of this Agreement;

  
  (j)                
  the Acquisitions permitted by Section 10.6;

  
  (k)              
  Investments in joint ventures in an aggregate
  amount not to exceed $15,000,000 in any of Parent's fiscal years; and

  
  (l)                 
  notes held by a Borrower or a Subsidiary
  evidencing a portion of the purchase price of an asset disposed of pursuant to
  Section 10.6.

  
  10.8         
  Dividends. 
   

  
  In the case of Parent, upon the occurrence of
  and during the existence of a Default or an Event of Default, it will not
  declare or pay dividends or make any capital distributions.

  
  10.9         
  Stock. 
   

  
  In the case of Parent, it will not sell,
  convey, transfer, assign, pledge or otherwise encumber any of the stock of the
  Company or any other Subsidiary to any Person.

  
  10.10     
  
  [INTENTIONALLY NOT USED]. 
  
  

  
  10.11     
  Interest Coverage Ratio. 
   

  
  Parent and the Company will not at any time
  permit the Interest Coverage Ratio to be less than 2.00 to 1.00.

  
  10.12     
  Consolidated Net Worth. 
   

  
  Parent and the Company will not permit the
  Consolidated Net Worth as at the end of any fiscal quarter of Parent and  the
  Company to be less than $190,000,000 plus,
  commencing March 31, 2005 and as of the end of each fiscal quarter thereafter,
  40% of cumulative Consolidated Net Income (determined as set forth below in
  this Section 10.12).  For purposes hereof, cumulative Consolidated Net Income
  shall be determined as of the last day of each fiscal quarter of Parent and
  the Company and shall be determined based on Consolidated Net Income as of the
  last day of each fiscal quarter of Parent and the Company, from December  31,
  2004 through the end of the fiscal quarter for which the calculation of
  cumulative Consolidated Net Income is being made.  For purposes of this
  Section, in no event shall cumulative Consolidated Net Income be less than
  zero.

  
  10.13     
  Total Funded Debt/EBITDA. 
   

  
  Parent and the Company will not at any time
  permit the Total Funded Debt to EBITDA Ratio to exceed 4.00 to 1.00.

  
  10.14     
  Environmental Compliance. 
   

  
  It will not cause or permit any change to be
  made in the present or intended use of any property owned, leased or operated
  by Parent, the Company or any Subsidiary which would (i) involve the storage,
  treatment, generation, transportation, processing, handling, production or
  disposal of any Hazardous Material or the use of any such property as a
  landfill or other waste disposal site or for the storage of petroleum or
  petroleum based products (except in compliance with applicable Environmental
  Laws), (ii) violate any applicable Environmental Laws, or (iii) constitute
  non-compliance with any Environmental Permit.

  
  10.15     
  Changes in Business; Change in Fiscal Year. 
  
  

  
  Neither Parent, Company nor any Subsidiary
  will engage in any business if, as a result, the general nature of the
  business, taken on a consolidated basis, which would then be engaged in by
  Parent and Subsidiaries, would be substantially changed from the general
  nature of the business engaged in by Parent and its Subsidiaries on the date
  hereof.  Neither Parent nor the Company will change its Fiscal Year.

  

  11.             
  
  Events of Default.

  
  An 
  "Event of Default"
  shall exist if any of the following conditions or events shall occur and be
  continuing:

  
  (a)               
  the Company defaults in the payment of any
  principal or Make-Whole Amount, if any, on any Note when the same becomes due
  and payable, whether at maturity or at a date fixed for prepayment or by
  declaration or otherwise or defaults in the payment of any fees or (except as
  provided in clause (b) below) other amounts payable hereunder or under any
  other Related Document when the same becomes due and payable; or

  
  (b)              
  the Company defaults in the payment of any
  interest on any Note for more than two Business Days after the same becomes
  due and payable; or

  
  (c)               
  Parent or the Company defaults in the performance
  of or compliance with any term contained in Section 10; or

  
  (d)              
  Parent or the Company defaults in the performance
  of or compliance with any term contained herein (other than those referred to
  in paragraphs (a), (b) and (c) of this Section 11) and such default is not
  remedied within 30 days after the earlier of (i) a Responsible Officer
  obtaining actual knowledge of such default and (ii) the Company receiving
  written notice of such default from any Holder (any such written notice to be
  identified as a 
  "notice of
  default"
  and to refer specifically to this paragraph (d) of Section 11); or

  
  (e)               
  any representation or warranty made in writing by
  or on behalf of Parent, the Company or by any officer of Parent or the Company
  in this Agreement or in any writing furnished in connection with the
  transactions contemplated hereby proves to have been false or incorrect in any
  material respect on the date as of which made; or

  
  (f)                
  (i) Parent, the Company or any Subsidiary is in
  default (as principal or as guarantor or other surety) in the payment of any
  principal of or premium or make-whole amount or interest on any Indebtedness
  that is outstanding in an aggregate principal amount of at least $10,000,000
  beyond any period of grace provided with respect thereto, or (ii) Parent, the
  Company or any Subsidiary is in default in the performance of or compliance
  with any term of any evidence of any Indebtedness in an aggregate outstanding
  principal amount of at least $10,000,000 or of any mortgage, indenture or
  other agreement relating thereto or any other condition exists, and as a
  consequence of such default or condition such Indebtedness has become, or has
  been declared (or one or more Persons are entitled to declare such
  Indebtedness to be), due and payable before its stated maturity or before its
  regularly scheduled dates of payment, or (iii) as a consequence of the
  occurrence or continuation of any event or condition (other than the passage
  of time or the right of the holder of Indebtedness to convert such
  Indebtedness into equity interests), (x) Parent, the Company or any Subsidiary
  has become obligated to purchase or repay Indebtedness before its regular
  maturity or before its regularly scheduled dates of payment in an aggregate
  outstanding principal amount of at least $10,000,000, or (y) one or more
  Persons have the right to require Parent, the Company or any Subsidiary so to
  purchase or repay such Indebtedness; or

  
  (g)               
  any of Parent, the Company or any Subsidiary (i) is
  generally not paying, or admits in writing its inability to pay, its debts as
  they become due, (ii) files, or consents by answer or otherwise to the filing
  against it of, a petition for relief or reorganization or arrangement or any
  other petition in bankruptcy, for liquidation or to take advantage of any
  bankruptcy, insolvency, reorganization, moratorium or other similar law of any
  jurisdiction, (iii) makes an assignment for the benefit of its creditors,
  (iv) consents to the appointment of a custodian, receiver, trustee or other
  officer with similar powers with respect to it or with respect to any
  substantial part of its property, (v) is adjudicated as insolvent or to be
  liquidated, or (vi) takes corporate action for the purpose of any of the
  foregoing; or

  
  (h)               
  a court or governmental authority of competent
  jurisdiction enters an order appointing, without consent by Parent, the
  Company or any of its Subsidiaries, a custodian, receiver, trustee or other
  officer with similar powers with respect to it or with respect to any
  substantial part of its property, or constituting an order for relief or
  approving a petition for relief or reorganization or any other petition in
  bankruptcy or for liquidation or to take advantage of any bankruptcy or
  insolvency law of any jurisdiction, or ordering the dissolution, winding-up or
  liquidation of Parent, the Company or any of its Subsidiaries, or any such
  petition shall be filed against Parent, the Company or any of its Subsidiaries
  and such petition shall not be dismissed within 60 days; or

  
  (i)                 
  a final judgment or judgments for the payment of
  money aggregating in excess of $10,000,000 (other than any judgment for which
  it is fully insured as acknowledged by the insurance carrier) are rendered
  against one or more of Parent, the Company and its Subsidiaries and which
  judgments are not, within 60 days after entry thereof, bonded, discharged or
  stayed pending appeal, or are not discharged within 60 days after the
  expiration of such stay; or

  
  (j)                
  if (i) any Plan shall fail to satisfy the minimum
  funding standards of ERISA or the Code for any plan year or part thereof or a
  waiver of such standards or extension of any amortization period is sought or
  granted under section 412 of the Code, (ii) a notice of intent to
  terminate any Plan shall have been or is reasonably expected to be filed with
  the PBGC or the PBGC shall have instituted proceedings under ERISA
  section 4042 to terminate or appoint a trustee to administer any Plan or the
  PBGC shall have notified Parent or any ERISA Affiliate that a Plan may become
  a subject of any such proceedings, (iii) the aggregate "amount of unfunded
  benefit liabilities" (within the meaning of section 4001(a)(18) of ERISA) under
  all Plans, determined in accordance with Title IV of ERISA, shall exceed $1
  million, (iv) Parent or any ERISA Affiliate shall have incurred or is
  reasonably expected to incur any liability pursuant to Title I or IV of ERISA
  or the penalty or excise tax provisions of the Code relating to employee
  benefit plans, (v) Parent or any ERISA Affiliate withdraws from any
  Multiemployer Plan, or (vi) Parent or any Subsidiary establishes or amends any
  employee welfare benefit plan that provides post-employment welfare benefits
  in a manner that would increase the liability of Parent or any Subsidiary
  thereunder; and any such event or events described in clauses (i) through
  (vi) above, either individually or together with any other such event or
  events, could reasonably be expected to have a Material Adverse Effect. 
  
  

  
  As used in Section 11(i), the terms "employee
  benefit plan" and "employee
  welfare benefit plan" shall have the respective meanings
  assigned to such terms in section 3 of ERISA.

  

  12.             
  
  Remedies on Default, Etc.

  
  12.1         
  Acceleration.

  
  (a)               
  If an Event of Default with respect to the Company
  described in paragraph (g) or (h) of Section 11 has occurred, all the Notes
  then outstanding shall automatically become immediately due and payable.

  
  (b)              
  If any other Event of Default has occurred and is
  continuing, any Holder or Holders of more than 25% in principal amount of the
  Notes at the time outstanding may at any time at its or their option, by
  notice or notices to the Company, declare all the Notes then outstanding to be
  immediately due and payable.

  
  (c)               
  If any Event of Default described in paragraph (a)
  of Section 11 has occurred and is continuing, any Holder or Holders of Notes
  at the time outstanding affected by such Event of Default may at any time, at
  its or their option, by notice or notices to the Company, declare all the
  Notes held by it or them to be immediately due and payable.

  
  Upon any Notes becoming due and payable under
  this Section 12.1, whether automatically or by declaration, such Notes will
  forthwith mature and the entire unpaid principal amount of such Notes, 
  plus (x) all accrued and unpaid
  interest thereon, (y) the Make-Whole Amount determined in respect of such
  principal amount and (z) all other fees and amounts payable hereunder or under
  any of the Related Documents, shall all be immediately due and payable, in
  each and every case without presentment, demand, protest or further notice,
  all of which are hereby waived.  The Company acknowledges, and the parties
  hereto agree, that each Holder has the right to maintain its investment in the
  Notes free from repayment by the Company (except as herein specifically
  provided for) and that the provision for payment of a Make-Whole Amount by the
  Company in the event that the Notes are prepaid or are accelerated as a result
  of an Event of Default, is intended to provide compensation for the
  deprivation of such right under such circumstances.

  
  12.2         
  Other Remedies.

  
  If any Default or Event of Default has
  occurred and is continuing, and irrespective of whether any Notes have become
  or have been declared immediately due and payable under Section 12.1, the
  Holder at the time outstanding may proceed to protect and enforce the rights
  of such Holder by an action at law, suit in equity or other appropriate
  proceeding, whether for the specific performance of any agreement contained
  herein or in any Note, or for an injunction against a violation of any of the
  terms hereof or thereof, or in aid of the exercise of any power granted hereby
  or thereby or by law or otherwise.

  
  12.3         
  Rescission.

  
  At any time after any Notes have been declared
  due and payable pursuant to clause (b) or (c) of Section 12.1, the Holders of
  not less than 51% in principal amount of the Notes then outstanding, by
  written notice to the Company, may rescind and annul any such declaration and
  its consequences if (a) the Company has paid all overdue interest on the
  Notes, all principal of and Make-Whole Amount, if any, on any Notes and all
  fees and other amounts that are due and payable and are unpaid other than by
  reason of such declaration, and all interest on such overdue principal and
  Make-Whole Amount, if any,  fees and other amounts and (to the extent
  permitted by applicable law) any overdue interest in respect of the Notes, at
  the Default Rate, (b) all Events of Default and Defaults, other than
  non-payment of amounts that have become due solely by reason of such
  declaration, have been cured or have been waived pursuant to Section 18, and
  (c) no judgment or decree has been entered for the payment of any monies due
  pursuant hereto or to the Notes.  No rescission and annulment under this
  Section 12.3 will extend to or affect any subsequent Event of Default or
  Default or impair any right consequent thereon.

  
  12.4         
  No Waivers or Election of Remedies,
  Expenses, Etc.

  
  No course of dealing and no delay on the part
  of any Holder in exercising any right, power or remedy shall operate as a
  waiver thereof or otherwise prejudice such Holder's rights, powers or
  remedies.  No right, power or remedy conferred by this Agreement or by any
  Note upon any Holder thereof shall be exclusive of any other right, power or
  remedy referred to herein or therein or now or hereafter available at law, in
  equity, by statute or otherwise.  Without limiting the obligations of the
  Company under Section 15, the Company will pay to the Holder of each Note on
  demand such further amount as shall be sufficient to cover all costs and
  expenses of such Holder incurred in any enforcement or collection under this
  Section 12, including, without limitation, reasonable attorneys' fees,
  expenses and disbursements.

  

  13.             
  
  
  Subordination.

  
  (a)               
  
  Subordinated Debt. 
  Anything in this Agreement to the contrary notwithstanding, all amounts owing
  to the holders of the Notes under this Agreement and the Notes including
  without limitation, principal, Make-Whole Amount, if any, interest,
  commitment, usage, facility and similar fees (the "Subordinated
  Debt"), shall be subordinate and junior to the payment in cash
  of all Senior Debt (as defined in subsection (b) below) of the Company to the
  extent provided herein.

  
  (b)              
  
  Senior Debt. 
  For all purposes of these subordination provisions the term "Senior
  Debt" shall mean and include all obligations (whether now
  outstanding or hereafter incurred), for the payment of which the Company is
  responsible or liable as obligor, guarantor or otherwise in respect of all
  payment obligations under (i) the Company's 7.35% Senior Secured Notes due
  June 28, 2007, originally issued in the aggregate principal amount of
  $25,000,000 (and any notes issued in substitution therefor) and the Senior
  Note Agreement and any Refinancing Debt 
  minus, in each case, any principal payments made thereon, (ii) the
  Company's 5.75% Senior Secured Notes due July 17, 2011, originally issued in
  the aggregate principal amount of $75,000,000 (and any notes issued in
  substitution therefor) and the 2004 Senior Note Agreement and any Refinancing
  Debt minus, in each case, principal payments therein, (iii) the indebtedness
  of the Company to the Banks evidenced by the promissory notes issued pursuant
  to the Credit Agreement in an aggregate amount not to exceed $300,000,000 and
  any Refinancing Debt minus, in
  each case, any permanent reductions of the Commitments thereunder, and
  (iv) any interest on any of the foregoing accruing at the legal rate after the
  commencement of any proceedings  described in clause (d) below and any
  additional interest that would have accrued thereon but for the commencement
  of such proceedings, 
  excluding
  in any event all indebtedness of the Company or any Subsidiary for borrowed
  money that is expressly provided that such indebtedness is junior and
  subordinate to other indebtedness and obligations of the Company or any such
  Subsidiary.

  
  (c)               
  
  Payment Default. 
  Upon the happening of any default in the payment of any principal, interest or
  premium on any Senior Debt (a "Senior
  Payment Default"), then, unless and until such default shall
  have been remedied in a manner satisfactory to the holders of the relevant
  Senior Debt in their sole discretion or waived in writing or shall have ceased
  to exist, no direct or indirect payment (in cash, property or securities
  (other than PIK Notes) or by setoff or otherwise) shall be made on account of
  the principal of or premium, if any, or interest on any Notes (excluding any
  PIK Notes), or as a sinking fund for the Notes or in respect of any
  redemption, retirement, purchase or other acquisition of any of the Notes.

  
  (d)              
  
  Bankruptcy. 
  In the event of:

  (i)                 
  any insolvency, bankruptcy, receivership,
  liquidation, reorganization, readjustment, composition or other similar
  proceeding relating to the Company, its creditors as such or its property,

  (ii)               
  any proceeding for the liquidation, dissolution or
  other winding-up of the Company, voluntary or involuntary, whether or not
  involving insolvency or bankruptcy proceedings,

  
  (iii)              
  any assignment by the Company for the benefit of
  creditors,

  (iv)             
  any other marshalling of the assets of the Company
  (clauses (i), (ii), (iii) or (iv) referred to collectively as "Bankruptcy
  Proceedings"), or

  (v)               
  any action to declare any Senior Debt due and
  payable,

  
  all
  Senior Debt shall first be paid in full before any payment or distribution,
  whether in cash, securities or other property, shall be made to any holder of
  any Note on account of any Notes.  Except as set forth in the proviso below,
  any payment or distribution, whether in cash, securities or other property,
  which would otherwise (but for these subordination provisions) be payable or
  deliverable in respect of the Notes shall be paid or delivered directly to the
  holders of Senior Debt pari passu
  until all Senior Debt (including any interest thereon accruing at the legal
  rate after the commencement of any such Bankruptcy Proceedings and any
  additional interest that would have accrued thereon but for the commencement
  of such Bankruptcy Proceedings, in each case, if the claims of the holders of
  such obligations for such interest are allowed in any such proceeding) shall
  have been paid in full; provided, however,
  the holder of the Notes shall be entitled to receive distributions of any kind
  or character in any Bankruptcy Proceeding to the extent any such distribution
  received is subordinated (by law or agreement) at least to the extent as
  provided in this Section 13.

  
  (e)               
  
  Covenant Defaults  Payment
  Blockage.  Upon the occurrence of a Senior Debt Default, no
  holder of the Notes shall accept payment (other than a PIK Note) during the
  period (a "Blockage
  Period") beginning on the date of receipt of a written notice
  (a "Default
  Subordination Notice" or "DSN")
  from the Required Lenders (as defined in the Credit Agreement) or Required
  Holders and ending on the earliest of (1) the date on which all such Senior
  Debt Defaults identified in the DSN have been cured or waived in writing,
  (2) 180 days after receipt of the DSN and (3) payment in full of all of the
  Senior Debt; provided (a) there
  shall be no more than three Blockage Periods during the term of the Notes,
  (b) during any 365-day period, the aggregate number of days for which
  Standstill Periods and Blockage Periods may be in effect shall not exceed 180
  days, (c) no facts or circumstances constituting a Senior Debt Default
  existing on the date of such DSN may be used as a basis for any subsequent DSN
  and (d) any payment on the Notes not made during such period shall be payable
  immediately upon the termination of any Blockage Period.

  
  (f)                
  
  Standstill. 
  If the holders of the Notes are not permitted to receive payments because of a
  Senior Debt Payment Default or a Blockage Period, the holders of the Notes
  will not take any action to declare the Notes due and payable, or pursue
  remedies to enforce payment thereof (excluding any claims for specific
  performance to pay interest on the Notes by the issuance of PIK Notes) until
  the earliest of (a) the Senior Debt Default giving rise to the Blockage Period
  has been cured or waived in writing, (b) repayment in full of all of the
  Senior Debt, (c) 90 days after a Senior Debt Payment Default, (d) the
  termination of the applicable Blockage Period, (e) an action to declare any
  Senior Debt due and payable or commencement of collection actions or to
  realize upon any material part of the collateral for any Senior Debt and
  (f) the occurrence of any Bankruptcy Proceedings.  During any 365-day period,
  the aggregate number of days for which Blockage Periods may be in effect shall
  not exceed 180 days.  Upon the termination of the Blockage Period, the holders
  of the Notes may exercise all rights or remedies they may have in law or
  equity.  If the holders of the Notes have commenced any action which would be
  prohibited by this Section 13(f), prior to a Senior Debt Payment Default or
  receipt of a DSN, then, upon the occurrence of the Senior Debt Payment Default
  or receipt of the DSN, the holders of the Notes shall take no further action
  and shall discontinue, cease, delay or suspend (to the fullest extent
  practicable) all ongoing or pending actions of the type prohibited to the
  extent provided in this Section 13(f).

  
  (g)               
  
  Payments in Trust. 
  If any payment or distribution of any character or any security, whether in
  cash, securities or other property, shall be received by any holder of the
  Notes in contravention of any of the terms hereof, such payment or
  distribution or security shall be received in trust for the benefit of, and
  shall be paid over or delivered and transferred to, the holders of the Senior
  Debt at the time outstanding pari passu
  for application to the payment of all Senior Debt remaining unpaid, to the
  extent necessary to pay all such Senior Debt in full.  In the event of the
  failure of any holder of any Notes to endorse or assign any such payment,
  distribution or security, each holder of Senior Debt is hereby irrevocably
  authorized to endorse or assign the same.

  
  (h)               
  
  No Impairment. 
  No present or future holder of any Senior Debt shall be prejudiced in the
  right to enforce subordination of the Notes by any act or failure to act on
  the part of the Company or any holder of a Note.  Nothing contained herein
  shall impair, as between the Company and any holder of the Notes, the
  obligation of the Company to pay to such holder hereof the principal hereof
  and premium and interest thereon as and when the same shall become due and
  payable in accordance with the terms hereof, or prevent the holder of any Note
  from exercising all rights, powers and remedies otherwise permitted by
  applicable law or hereunder upon a Default or Event of Default hereunder, all
  subject to the rights of the holders of the Senior Debt to receive cash,
  securities or other property otherwise payable or deliverable to the holders
  of the Notes as set forth in this Section 13.

  
  (i)                 
  
  Subrogation. 
  Upon the payment in full of all Senior Debt in cash, the holders of the Notes
  shall be subrogated to all rights of the holders of Senior Debt to receive any
  further payment or distributions applicable to the Senior Debt until the Notes
  shall have been paid in full, and, for the purposes of such subrogation, no
  payment or distribution received by the holders of Senior Debt of cash,
  securities or other property to which the holders of the Notes would have been
  entitled except for these subordination provisions shall, as between the
  Company and its creditors other than the holders of Senior Debt, on the one
  hand, and the holders of the Notes, on the other, be deemed to be a payment or
  distribution by the Company to or on account of Senior Debt.

  
  (j)                
  
  Third Party Beneficiaries. 
  The holders of the "Notes" (as defined in the Senior Note Agreement and the
  2004 Senior Note Agreement) and the Lenders (as defined in the Credit
  Agreement) are intended third party beneficiaries of the provisions of this
  Section 13.  The provisions in clauses (a) through (i) above shall not be
  amended or modified and no term or provision hereof shall be waived without
  the express prior written consent of Required Lenders (as defined in the
  Credit Agreement) and Required Senior Noteholders.

  
  (k)              
  
  Filing Claims. 
  Each holder of Notes shall duly and promptly take such action as is reasonably
  necessary to file appropriate claims or proofs of claim in any Bankruptcy
  Proceeding and to execute and deliver such other instruments and take such
  other actions as may be reasonably necessary to prove or realize upon such
  claims and to have the proceeds of such claims paid as provided in this
  Section 13.  In the event any holder of Notes shall not have made any such
  filing on or prior to the date 10 days before the expiration of the time for
  such filing or shall not have timely executed or delivered any such other
  instruments and taken such other actions, each holder of Senior Debt, acting
  through an agent or otherwise, is hereby authorized, as the agent and
  attorney-in-fact for such holder of Notes for the specific and limited purpose
  set forth in this clause (b), but shall have no obligation to file such proof
  of claim for or on behalf of such holder of Notes, execute and deliver such
  other instruments for or on behalf of such holder of Notes and take such other
  action necessary under applicable law to collect (subject to the provisions of
  clause (g)) any amounts due in respect of such claim in such proceeding. 
  Anything contained in this paragraph notwithstanding, the right to vote any
  claim or claims in respect of the Subordinated Debt in connection with any
  Bankruptcy Proceeding is exclusively reserved to the holders of the Notes.

  
  (l)                 
  Any holder of Senior Debt may extend, renew,
  waive, modify or amend the terms of Senior Debt or any security therefor and
  release, sell or exchange such security and otherwise deal freely with the
  Company or any subsidiary or affiliate, all without notice to or consent of
  the holders of the Notes and without affecting the liabilities and obligations
  of the holders of the Notes pursuant to the provisions hereof.

  

  14.             
  
  Registration; Exchange;
  Substitution of Notes.

  
  14.1         
  Registration of Notes.

  
  The Company shall keep at its principal
  executive office a register for the registration and registration of transfers
  of Notes.  The name and address of each Holder, each transfer thereof and the
  name and address of each transferee of one or more Notes shall be registered
  in such register.  Prior to due presentment for registration of transfer, the
  Person in whose name any Note shall be registered shall be deemed and treated
  as the owner and Holder thereof for all purposes hereof, and the Company shall
  not be affected by any notice or knowledge to the contrary.  The Company shall
  give to any Holder that is an Institutional Investor promptly upon request
  therefor, a complete and correct copy of the names and addresses of all
  registered Holders.

  
  14.2         
  Transfer and Exchange of Notes.

  
  Upon surrender of any Note at the principal
  executive office of the Company for registration of transfer or exchange (and
  in the case of a surrender for registration of transfer, duly endorsed or
  accompanied by a written instrument of transfer duly executed by the
  registered holder of such Note or his attorney duly authorized in writing and
  accompanied by the address for notices of each transferee of such Note or part
  thereof), the Company shall execute and deliver, at the Company's expense
  (except as provided below), one or more new Notes (as requested by the Holder
  thereof) in exchange therefor, in an aggregate principal amount equal to the
  unpaid principal amount of the surrendered Note.  Each such new Note shall be
  payable to such Person as such Holder may request and shall be substantially
  in the form of Exhibit 1.  Each such new Note shall be dated and bear interest
  from the date to which interest shall have been paid on the surrendered Note
  or dated the date of the surrendered Note if no interest shall have been paid
  thereon.  The Company may require payment of a sum sufficient to cover any
  stamp tax or governmental charge imposed in respect of any such transfer of
  Notes.  Notes shall not be transferred in denominations of less than $100,000,
  provided that if necessary to
  enable the registration of transfer by a Holder of its entire holding of
  Notes, one Note may be in a denomination of less than $100,000.  Any
  transferee, by its acceptance of a Note registered in its name (or the name of
  its nominee), shall be deemed to have made the representation set forth in
  Section 6.2.

  
  14.3         
  Replacement of Notes.

  
  Upon receipt by the Company of evidence
  reasonably satisfactory to it of the ownership of and the loss, theft,
  destruction or mutilation of any Note (which evidence shall be, in the case of
  an Institutional Investor, notice from such Institutional Investor of such
  ownership and such loss, theft, destruction or mutilation), and

  
  (a)               
  in the case of loss, theft or destruction, of
  indemnity reasonably satisfactory to it (provided
  that if the Holder is, or is a nominee for, an original Purchaser or another
  Holder with a minimum net worth of at least  $50,000,000, such Person's own
  unsecured agreement of indemnity shall be deemed to be satisfactory), or

  
  (b)              
  in the case of mutilation, upon surrender and
  cancellation thereof,

  
  the
  Company at its own expense shall execute and deliver, in lieu thereof, a new
  Note, dated and bearing interest from the date to which interest shall have
  been paid on such lost, stolen, destroyed or mutilated Note or dated the date
  of such lost, stolen, destroyed or mutilated Note if no interest shall have
  been paid thereon.

  

  15.             
  
  Payments on Notes.

  
  15.1         
  Place of Payment.

  
  Subject to Section 15.2, payments of
  principal, Make-Whole Amount, if any, interest becoming due and payable on the
  Notes and all fees and other amounts payable hereunder or under any of the
  other Related Documents shall be made in New York, New York at
  the principal office of Bank of New York in such jurisdiction.  The Company
  may at any time, by notice to each Holder, change the place of payment of the
  Notes and such other amounts so long as such place of payment shall be either
  the principal office of the Company in such jurisdiction or the principal
  office of a bank or trust company in such jurisdiction.

  
  15.2         
  Home Office Payment.

  
  So long as you or your nominee shall be the
  Holder, and notwithstanding anything contained in Section 15.1 or in such Note
  to the contrary, the Company will pay all sums becoming due on such Note for
  principal, Make-Whole Amount, if any, interest and all fees and other amounts
  payable hereunder or under any of the other Related Documents by the method
  and at the address specified for such purpose below your name in Schedule A,
  or by such other method or at such other address as you shall have from time
  to time specified to the Company in writing for such purpose, without the
  presentation or surrender of such Note or the making of any notation thereon,
  except that upon written request of the Company made concurrently with or
  reasonably promptly after payment or prepayment in full of any Note, you shall
  surrender such Note for cancellation, reasonably promptly after any such
  request, to the Company at its principal executive office or at the place of
  payment most recently designated by the Company pursuant to Section 15.1. 
  Prior to any sale or other disposition of any Note held by you or your nominee
  you will, at your election, either endorse thereon the amount of principal
  paid thereon and the last date to which interest has been paid thereon or
  surrender such Note to the Company in exchange for a new Note or Notes
  pursuant to Section 13.2.  The Company will afford the benefits of this
  Section 15.2 to any Institutional Investor that is the direct or indirect
  transferee of any Note purchased by you under this Agreement and that has made
  the same agreement relating to such Note as you have made in this
  Section 15.2.

  

  16.             
  
  Expenses, Etc.

  
  16.1         
  Transaction Expenses.

  
  Whether or not the transactions contemplated
  hereby are consummated, the Company will pay all costs and expenses (including
  reasonable attorneys' fees of a special counsel and, if reasonably required,
  local or other counsel) incurred by you or another Holder in connection with
  such transactions and in connection with any amendments, waivers or consents
  under or in respect of this Agreement or the Notes or any other Related
  Document (whether or not such amendment, waiver or consent becomes effective),
  including, without limitation: (a) the costs and expenses incurred in
  enforcing or defending (or determining whether or how to enforce or defend)
  any rights under this Agreement or the Notes or any other Related Document or
  in responding to any subpoena or other legal process or informal investigative
  demand issued in connection with this Agreement or the Notes or any other
  Related Document, or by reason of being a Holder, and (b) the costs and
  expenses, including financial advisors' fees, incurred in connection with the
  insolvency or bankruptcy of Parent, the Company or any Subsidiary or in
  connection with any work-out or restructuring of the transactions contemplated
  hereby and by the Notes and the Related Documents.  The Company will pay, and
  will save you and each other Holder harmless from, all claims in respect of
  any fees, costs or expenses if any, of brokers and finders.

  
  16.2         
  Survival.

  
  The obligations of the Company under this
  Section 16 will survive the payment or transfer of any Note, the enforcement,
  amendment or waiver of any provision of this Agreement or the Notes, and the
  termination of this Agreement.

  
  

  17.             
  
  Survival of
  Representations and Warranties; Entire Agreement.

  
  All representations and warranties contained
  herein shall survive the execution and delivery of this Agreement and the
  Notes, the purchase or transfer by you of any Note or portion thereof or
  interest therein and the payment of any Note, and may be relied upon by any
  subsequent holder of a Note, regardless of any investigation made at any time
  by or on behalf of you or any other Holder.  All statements contained in any
  certificate or other instrument delivered by or on behalf of the Company
  pursuant to this Agreement shall be deemed representations and warranties of
  the Company under this Agreement.  Subject to the preceding sentence, this
  Agreement and the Notes embody the entire agreement and understanding between
  you and the Company and supersede all prior agreements and understandings
  relating to the subject matter hereof.

  

  18.             
  
  Amendment and Waiver.

  
  18.1         
  Requirements.

  
  This Agreement and the Notes may be amended,
  and the observance of any term hereof or of the Notes may be waived (either
  retroactively or prospectively), with (and only with) the written consent of
  the Company and the Required Holders, except that (a) no amendment or waiver
  of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 22 hereof, or any
  defined term (as it is used therein), will be effective as to you unless
  consented to by you in writing, and (b) no such amendment or waiver may,
  without the written consent of the Holder at the time outstanding affected
  thereby, (i) subject to the provisions of Section 12 relating to acceleration
  or rescission, change the amount or time of any prepayment or payment of
  principal of, or reduce the rate or change the time of payment or method of
  computation of interest or of the Make-Whole Amount on, the Notes, (ii) change
  the percentage of the principal amount of the Notes the Holders of which are
  required to consent to any such amendment or waiver, or (iii) amend any of
  Sections 8, 11(a), 11(b), 12, 18 or 21.

  
  18.2         
  Solicitation of Holders.

  
  (a)               
  
  Solicitation. 
  The Company will provide each Holder (irrespective of the amount of Notes then
  owned by it) with sufficient information, sufficiently far in advance of the
  date a decision is required, to enable such Holder to make an informed and
  considered decision with respect to any proposed amendment, waiver or consent
  in respect of any of the provisions hereof or of the Notes.  The Company will
  deliver executed or true and correct copies of each amendment, waiver or
  consent effected pursuant to the provisions of this Section 18 to each Holder
  of outstanding Notes promptly following the date on which it is executed and
  delivered by, or receives the consent or approval of, the requisite Holders.

  
  (b)              
  
  Payment. 
  The Company will not directly or indirectly pay or cause to be paid any
  remuneration, whether by way of supplemental or additional interest, fee or
  otherwise, or grant any security, to any Holder as consideration for or as an
  inducement to the entering into by any Holder or any waiver or amendment of
  any of the terms and provisions hereof unless such remuneration is
  concurrently paid, or security is concurrently granted, on the same terms,
  ratably to each Holder then outstanding even if such Holder did not consent to
  such waiver or amendment.

  
  18.3         
  Binding Effect, Etc.

  
  Any amendment or waiver consented to as
  provided in this Section 18 applies equally to all Holders and is binding upon
  them and upon each future holder of any Note and upon the Company without
  regard to whether such Note has been marked to indicate such amendment or
  waiver.  No such amendment or waiver will extend to or affect any obligation,
  covenant, agreement, Default or Event of Default not expressly amended or
  waived or impair any right consequent thereon.  No course of dealing between
  the Company and the Holder nor any delay in exercising any rights hereunder or
  under any Note shall operate as a waiver of any rights of any Holder.  As used
  herein, the term 
  "this Agreement"
  and references thereto shall mean this Agreement as it may from time to time
  be amended or supplemented.  From and after the date of satisfaction of
  the conditions precedent set forth in Section 3, all references in the
  Original Note Agreement or this Agreement or in any of the Related Documents
  (whether delivered pursuant to this Agreement or pursuant to the Original Note
  Agreement) to "this Agreement" or the "Note Purchase Agreement" and the words
  "herein", "hereof" and words of like import referring to the Original Note
  Agreement or this Agreement shall mean and be references to the Original Note
  Agreement as amended and restated in its entirety by this Agreement.  This
  Agreement amends and restates the Original Note Agreement in its entirety and
  it is the intent of the parties hereto that nothing contained herein shall
  constitute a novation or an accord and satisfaction.

  
  18.4         
  Notes held by Company, Etc.

  
  Solely for the purpose of determining whether
  the Holders of the requisite percentage of the aggregate principal amount of
  Notes then outstanding approved or consented to any amendment, waiver or
  consent to be given under this Agreement or the Notes, or have directed the
  taking of any action provided herein or in the Notes to be taken upon the
  direction of the Holders of a specified percentage of the aggregate principal
  amount of Notes then outstanding, Notes directly or indirectly owned by the
  Company or any of its Affiliates shall be deemed not to be outstanding.

  

  19.             
  
  Notices.

  
  All notices and communications provided for
  hereunder shall be in writing and sent (a) by telecopy if the sender on the
  same day sends a confirming copy of such notice by a recognized overnight
  delivery service (charges prepaid), or (b) by registered or certified mail
  with return receipt requested (postage prepaid), or (c) by a recognized
  overnight delivery service (with charges prepaid).  Any such notice must be
  sent:

  (i)                 
  if to you or your nominee, to you or it at the
  address specified for such communications in Schedule A, or at such other
  address as you or it shall have specified to the Company in writing,

  (ii)               
  if to any other Holder of any Note, to such Holder
  at such address as such other Holder shall have specified to the Company in
  writing, or

  
  (iii)              
  if to the Company, to the Company at its address
  set forth at the beginning hereof to the attention of John E.  Flint, or at
  such other address as the Company shall have specified to each Holder in
  writing.

  
  Notices under this Section 19 will be deemed
  given only when actually received.

  

  20.             
  
  Reproduction of
  Documents.

  
  This Agreement and all documents relating
  thereto, including, without limitation, (a) consents, waivers and
  modifications that may hereafter be executed, (b) documents received by you at
  the Closing (except the Notes themselves), and (c) financial statements,
  certificates and other information previously or hereafter furnished to you,
  may be reproduced by you by any photographic, photostatic, microfilm,
  microcard, miniature photographic or other similar process and you may destroy
  any original document so reproduced.  The Company agrees and stipulates that,
  to the extent permitted by applicable law, any such reproduction shall be
  admissible in evidence as the original itself in any judicial or
  administrative proceeding (whether or not the original is in existence and
  whether or not such reproduction was made by you in the regular course of
  business) and any enlargement, facsimile or further reproduction of such
  reproduction shall likewise be admissible in evidence.  This Section 20 shall
  not prohibit the Company or any other Holder from contesting any such
  reproduction to the same extent that it could contest the original, or from
  introducing evidence to demonstrate the inaccuracy of any such reproduction.

  

  21.             
  
  Confidential Information.

  
  For the purposes of this Section 21,
  
  "Confidential
  Information"
  means information delivered to you by or on behalf of Parent, the Company or
  any Subsidiary in connection with the transactions contemplated by or
  otherwise pursuant to this Agreement that is proprietary in nature and that
  was clearly marked or labeled or otherwise adequately identified when received
  by you as being confidential information of Parent, the Company or such
  Subsidiary, provided that such
  term does not include information that (a) was publicly known or otherwise
  known to you prior to the time of such disclosure, (b) subsequently becomes
  publicly known through no act or omission by you or any person acting on your
  behalf, (c) otherwise becomes known to you other than through disclosure by
  Parent, the Company or any Subsidiary or (d) constitutes financial statements
  delivered to you under Section 7.1 that are otherwise publicly available.  You
  will maintain the confidentiality of such Confidential Information in
  accordance with procedures adopted by you in good faith to protect
  confidential information of third parties delivered to you, 
  provided that you may deliver or
  disclose Confidential Information to (i) your directors, officers, employees,
  agents, attorneys and affiliates (to the extent such disclosure reasonably
  relates to the administration of the investment represented by your Notes),
  (ii) your financial advisors and other professional advisors who agree to hold
  confidential the Confidential Information substantially in accordance with the
  terms of this Section 21, (iii) any other Holder, (iv) any Institutional
  Investor to which you sell or offer to sell such Note or any part thereof or
  any participation therein (if such Person has agreed in writing prior to its
  receipt of such Confidential Information to be bound by the provisions of this
  Section 21), (v) any Person from which you offer to purchase any security of
  the Company (if such Person has agreed in writing prior to its receipt of such
  Confidential Information to be bound by the provisions of this Section 21),
  (vi) any federal or state regulatory authority having jurisdiction over you,
  (vii) the National Association of Insurance Commissioners or any similar
  organization, or any nationally recognized rating agency that requires access
  to information about your investment portfolio or (viii) any other Person to
  which such delivery or disclosure may be necessary or appropriate (w) to
  effect compliance with any law, rule, regulation or order applicable to you,
  (x) in response to any subpoena or other legal process, (y) in connection with
  any litigation to which you are a party or (z) if an Event of Default has
  occurred and is continuing, to the extent you may reasonably determine such
  delivery and disclosure to be necessary or appropriate in the enforcement or
  for the protection of the rights and remedies under your Notes and this
  Agreement.  In the event Prudential or any of the Prudential Affiliates
  are requested or required (by oral questions, interrogatories, requests for
  information or documents in legal proceedings, subpoenas, civil investigative
  demands or similar process), in connection with any proceeding, to disclose
  any Confidential Information, they will, unless prohibited by law, rule or
  regulation, provide Parent with notice of any such request or requirement so
  that Parent may seek a protective order or other appropriate remedy.  In the
  event such protective order or other remedy is not obtained and upon written
  request from Parent, Prudential or such Prudential Affiliate will use
  reasonable efforts to obtain assurances that confidential treatment will be
  accorded to such information; provided, however, that all legal fees and costs
  and any other expense incurred in connection with such efforts shall be paid
  by Parent.  Each Holder, by its acceptance of a Note, will be deemed to have
  agreed to be bound by and to be entitled to the benefits of this Section 21 as
  though it were a party to this Agreement.  On reasonable request by Parent or
  the Company in connection with the delivery to any Holder of information
  required to be delivered to such Holder under this Agreement or requested by
  such Holder (other than a holder that is a party to this Agreement or its
  nominee), such Holder will enter into an agreement with Parent or the Company,
  as the case may be, embodying the provisions of this Section 21.

  

  22.             
  
  Substitution of
  Purchaser.

  
  You shall have the right to substitute any
  Prudential Affiliate as the purchaser of the Notes that you have agreed to
  purchase hereunder, by written notice to the Company, which notice shall be
  signed by both you and such Prudential Affiliate, shall contain such
  Prudential Affiliate's agreement to be bound by this Agreement and shall
  contain a confirmation by such Prudential Affiliate of the accuracy with
  respect to it of the representations set forth in Section 6.  Upon receipt of
  such notice, wherever the word "you" is used in this Agreement (other than in
  this Section 22), such word shall be deemed to refer to such Prudential
  Affiliate in lieu of you.  In the event that such Prudential Affiliate is so
  substituted as a purchaser hereunder and such Prudential Affiliate thereafter
  transfers to you all of the Notes then held by such Prudential Affiliate, upon
  receipt by the Company of notice of such transfer, wherever the word "you" is
  used in this Agreement (other than in this Section 22), such word shall no
  longer be deemed to refer to such Prudential Affiliate, but shall refer to
  you, and you shall have all the rights of an original holder of the Notes
  under this Agreement.

  

  23.             
  
  Miscellaneous.

  
  23.1         
  Successors and Assigns.

  
  All covenants and other agreements contained
  in this Agreement by or on behalf of any of the parties hereto bind and inure
  to the benefit of their respective successors and assigns (including, without
  limitation, any subsequent holder of a Note) whether so expressed or not.

  
  23.2         
  Payments Due on Non-Business Days.

  
  Anything in this Agreement or the Notes to the
  contrary notwithstanding, any payment of principal of or Make-Whole Amount,
  interest on any Note or any fee or other amount payable hereunder or under any
  of the Related Documents that is due on a date other than a Business Day shall
  be made on the next succeeding Business Day without including the additional
  days elapsed in the computation of the interest payable on such next
  succeeding Business Day.

  
  23.3         
  Severability.

  
  Any provision of this Agreement that is
  prohibited or unenforceable in any jurisdiction shall, as to such
  jurisdiction, be ineffective to the extent of such prohibition or
  unenforceability without invalidating the remaining provisions hereof, and any
  such prohibition or unenforceability in any jurisdiction shall (to the full
  extent permitted by law) not invalidate or render unenforceable such provision
  in any other jurisdiction.

  
  23.4         
  Construction.

  
  Each covenant contained herein shall be
  construed (absent express provision to the contrary) as being independent of
  each other covenant contained herein, so that compliance with any one covenant
  shall not (absent such an express contrary provision) be deemed to excuse
  compliance with any other covenant.  Where any provision herein refers to
  action to be taken by any Person, or which such Person is prohibited from
  taking, such provision shall be applicable whether such action is taken
  directly or indirectly by such Person.

  
  23.5         
  Counterparts.

  
  This Agreement may be executed in any number
  of counterparts, each of which shall be an original but all of which together
  shall constitute one instrument.  Each counterpart may consist of a number of
  copies hereof, each signed by less than all, but together signed by all, of
  the parties hereto.

  
  23.6         
  Governing Law/Submission to
  Jurisdiction/Waiver of Jury.

  
  (a)               
  This Agreement shall be construed and enforced in
  accordance with, and the rights of the parties shall be governed by, the law
  of the State of New York excluding choice-of-law principles of the law of such
  State that would require the application of the laws of a jurisdiction other
  than such State.

  
  (b)              
  EACH HOLDER AND
  EACH OF PARENT AND THE COMPANY HEREBY SUBMITS TO THE JURISDICTION OF THE
  COURTS (FEDERAL AND STATE) OF THE STATE OF NEW YORK, AND IRREVOCABLY AGREES
  THAT, SUBJECT TO THE SOLE AND ABSOLUTE ELECTION OF THE REQUIRED HOLDERS, ALL
  ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE NOTES OR ANY OTHER
  RELATED DOCUMENT SHALL BE LITIGATED IN SUCH COURTS, AND SUCH HOLDER, PARENT
  AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
  WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE
  CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT.

  
  (c)               
  EACH PARTY
  HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
  RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
  INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED
  DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
  TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (i) CERTIFIES THAT NO
  REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
  EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
  LITIGATION, SEEK TO ENFORCE THE FORGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT
  AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
  BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
  ELECTION.

  
  23.7         
  Capitalized Terms/Interpretation.

  
  (a)               
  Certain capitalized terms used in this Agreement
  are defined in Schedule B.

  
  (b)              
  References to a "Schedule" or an "Exhibit" are,
  unless otherwise specified, to a Schedule or an Exhibit attached to this
  Agreement.

  
  (c)               
  All accounting terms not otherwise defined herein
  have the meanings assigned to them in accordance with GAAP consistent with
  those applied in the preparation of the audited Consolidated financial
  statements of Parent and its Subsidiaries referred to in this Agreement. 
  Capitalized words not otherwise defined in this Agreement shall have the
  meanings set forth in the New York Uniform Commercial Code as in effect on the
  date of this Agreement.

  
  *   
  *    *    *    *

  
   






 


  
  If you are in agreement with the foregoing,
  please sign the form of agreement on the accompanying counterpart of this
  Agreement and return it to the Company, whereupon the foregoing shall become a
  binding agreement between you and the Company. 

  	
      
      Very
      truly yours,

	
      
       

	
      
      
      GIBRALTAR STEEL
      CORPORATION 

	
      
       

	
      
       

	
      

      
  By: 
      
     /S/                                                 

      

      

	
      
       
      Name:
      John E. Flint

	
      
       
      Title:
      Senior Vice President

	
      
       

	
      
       

	
      
      
      GIBRALTAR STEEL
      CORPORATION OF NEW YORK

	
      
       

	
      
       

	
      
      By: 
         /S/                                                 

      



      

	
      
      
       Name:
      John E. Flint

	
      
      
       Title:
      Senior Vice President


















 


  	
      
       

	
      
      The
      foregoing is hereby

	
      
      
      agreed to as of the

	
      
      date
      thereof.

	
      
       

	
      
      
      THE PRUDENTIAL
      INSURANCE 

	
      
      
          COMPANY OF
      AMERICA

	
      
       

	
      
       

	
      
      By:
          /S/                                                 

      
      















  

	
      
      
                  Vice President









 


  
  
  SCHEDULE A

  
   

  
  
  INFORMATION RELATING TO
  PURCHASERS

  
   

  	
      
      Name
      and Address of Purchaser
	
      
       
	
      
      
      Aggregate Principal Amount of

      
      
      Notes to be Purchased
	
      
       
	
      
      Note

      
      
      Denomination(s)

	
      
       
	
      
       
	
      
       
	
      
       
	
      
       

	
      
      THE PRUDENTIAL
      INSURANCE COMPANY OF 
      AMERICA

      
      
       
	
      
       
	
      
      
      $25,000,000
	
      
       
	
      
      
      $25,000,000            

	
      
      
      (1)     All payments by wire transfer of immediately available funds for
      credit to:

      
       

      
      
                

      
       

      
      
                JPMorgan Chase Bank

      
      
                New
      York, New York

      
      
                

      
      
                

      
       

      
      
                Each such wire transfer shall set forth the name of the Company,
      a reference to "8.98% Senior Subordinated Note due January 3, 2008, PPN
      37476# AB 9", and the due date and application (as among principal,
      interest and Make-Whole Amount) of the payment being made.

      
       
	
      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (2)     Address for all notices relating to payments:

      
       

      
      The
      Prudential Insurance Company of 
      America

      
      c/o
      Investment Operations Group

      
      
      Gateway
      Center Two, 10th Floor

      
      100
      Mulberry Street

      
      
      Newark, New
      Jersey 07102

      
      
      Attention:    Manager, 
      Billings and Collections

      
      
      Telecopier:  973.802.8055

      
       
	
      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (3)     Address for all communications and notices (including copies of
      all notices relating to payments):

      
       

      
      The
      Prudential Insurance Company of 
      Americas

      
      c/o
      Prudential Capital Group

      
      1114
      Avenue of the 
      Americas, 30th Floor

      
      New
      York, NY
      10036

      
      
      Attention:    Managing Director

      
      
      Telecopier:  212.626.2077

      
       
	
      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (4)     Recipient of telephonic prepayment notices:

      
       

      
      
      Manager, Trade Management Group

      
      
      Telephone:  973.802.8107

      
      
      Telecopier:  800.224.2778

      
       
	
      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (5)     Tax Identification No.: 22-1211670
	
      
       
	
      
       
	
      
       
	
      
       



  
   

  
   







  
  
  SCHEDULE B

  
   

  
  
  DEFINED TERMS

  
   As used herein, the following terms have the
  respective meanings set forth below or set forth in the Section hereof
  following such term:

  
  
  "Acquisition"
  means and includes (whether in one transaction or a series of transactions) (i) any
  acquisition on a going concern basis (whether by purchase, lease or otherwise)
  of any facility and/or business or business unit operated by any Person that
  is not a Subsidiary of Parent or the Company, and (ii) acquisitions of a
  majority of the outstanding equity or other similar interests in any such
  Person (whether by merger, stock purchase or otherwise).

  
  "Affiliate"
  means with respect to a specified Person, any (a) Person who now or hereafter
  has Control of or is now or hereafter under common Control with, such Person
  or over whom or over which such Person now or hereafter has Control, (b) any
  Person who is now or hereafter related by blood, by adoption or by marriage to
  any such Person or now or hereafter resides in the same home as any Person
  referred to in clause (a) of this sentence, (c) any Person who is now or
  hereafter an officer of such Person or (d) any Person who is now or hereafter
  related by blood, by adoption or by marriage to any Person referred to in
  clause (c) of this sentence or now or hereafter resides in the same home as
  any such Person or over whom or over which any such Person now or hereafter
  has Control.



  
  "Asset Sale"
  means the sale, transfer or other disposition (including by means of Sale and
  Lease-Back Transactions, and by means of mergers, consolidations, and
  liquidations of a corporation, partnership or limited liability company of the
  interests therein of Parent, the Company or any Subsidiary) by Parent, the
  Company or any Subsidiary to any Person of any of their respective assets,
  provided that the term Asset Sale specifically excludes (i) any sales,
  transfers or other dispositions of inventory, or obsolete or excess furniture,
  fixtures, equipment or other property, real or personal, tangible or
  intangible, in each case in the ordinary course of business, and (ii) any
  Event of Loss.

  
 "Business
  Day"
  means any day other than a Saturday, a Sunday or a day on which commercial
  banks in New York, New York are required or authorized to be closed.

  
  "Capital
  Lease" as applied to any Person means any lease of any property
  (whether real, personal or mixed) by that Person as lessee that, in conformity
  with GAAP, is accounted for as a capital lease on the balance sheet of that
  person.

  
  "Capitalized
  Lease Obligations" means all obligations under Capital Leases
  of Parent, the Company or any Subsidiary in each case taken at the amount
  thereof accounted for as liabilities identified as "capital lease obligations"
  (or any similar words) on a consolidated balance sheet of Parent and its
  Subsidiaries prepared in accordance with GAAP.




  
  
             

  "Cash
  Equivalents" means any of the following

  
  (i)        
  securities issued or directly and fully guaranteed or insured by the United
  States of America or any agency or instrumentality thereof (provided that the
  full faith and credit of the United States of America is pledged in support
  thereof) having maturities of not more than one year from the date of
  acquisition;

  
  
  (ii)        Dollar denominated time deposits, certificates of deposit and
  bankers' acceptances of (x) any lender under the Credit Agreement ("Lender")
  or (y) any bank whose short-term commercial paper rating from S&P is at least
  A-1 or the equivalent thereof or from Moody's is at least P-1 or the
  equivalent thereof (any such bank, an "Approved Bank"), in each case
  with maturities of not more than three months from the date of acquisition;

  
  
  (iii)       commercial paper issued by any Lender or Approved Bank or by the
  parent company of any Lender or Approved Bank and commercial paper issued by,
  or guaranteed by, any industrial or financial company with a short-term
  commercial paper rating of at least A-1 or the equivalent thereof by S&P or at
  least P-1 or the equivalent thereof by Moody's, or guaranteed by any
  industrial company with a long term unsecured debt rating of at least A or A2,
  or the equivalent of each thereof, from S&P or Moody's, as the case may be,
  and in each case maturing within 90 days after the date of acquisition;

  
  
  (iv)       fully collateralized repurchase agreements entered into with any
  Lender or Approved Bank having a term of not more than 30 days and covering
  securities described in clause (i) above;

  
  
  (v)        investments in money market funds substantially all the assets of
  which are comprised of securities of the types described in clauses (i) through
  (iv) above;

  
  
  (vi)       investments in money market funds access to which is provided as
  part of "sweep" accounts maintained with a Lender or an Approved Bank;

  
  
  (vii)      investments in industrial development revenue bonds that
  (A) "re-set" interest rates not less frequently than quarterly, (B) are
  entitled to the benefit of a remarketing arrangement with an established
  broker dealer, and (C) are supported by a direct pay letter of credit covering
  principal and accrued interest that is issued by an Approved Bank; and

  
  
  (viii)      investments in pooled funds or investment accounts consisting of
  investments of the nature described in the foregoing clause (vii).



  
  "CERCLA"
  shall mean the Comprehensive Environmental Response, Compensation, and
  Liability Act of 1980, as the same may be amended from to time, 42 U.S.C.
  Section 9601 et seq.

  
 "Change
  of Control" means any
  Person or related Persons (other than members of the Kenneth Lipke family,
  their heirs or estates or trusts for the benefit of members of the Kenneth
  Lipke family) shall own 50% or more of outstanding capital stock of the
  Company or a sufficient number of the shares of the outstanding capital stock
  of the Company to elect a majority of the Company's board of directors.

  
 "Claims"
  shall have the meaning set forth in the definition of "Environmental Claims."

  
 "Code"
  means the Internal Revenue Code of 1986, as amended from time to time, and the
  rules and regulations promulgated thereunder from time to time.

  
 "Collateral
  Agent" means KeyBank
  National Association, as Collateral Agent, under the Security Agreements on
  behalf of the Secured Lender Group, and any successor Collateral Agent.

  
 "Company"
  means Gibraltar Steel Corporation of New York, a Delaware corporation, and its
  successors and permitted assigns.

  
 "Confidential
  Information" is defined
  in Section 21.

  
 "Consideration"
  means in connection with an Acquisition, the aggregate consideration paid,
  including borrowed funds, cash, the issuance of securities or notes, the
  assumption or incurring of liabilities (direct or contingent), the payment of
  consulting fees or fees for a covenant not to compete and any other
  consideration paid for the purchase.

  
 "Consolidated"
  or "Parent on a Consolidated basis" means the consolidation of the accounts of
  Parent and its Subsidiaries in accordance with GAAP, including principles of
  consolidation, consistent with those applied in the preparation of Parent's
  Consolidated audited financial statements.

  
 "Consolidated
  Capital Expenditures"
  means, for any period, the aggregate of all expenditures (whether paid in cash
  or accrued as liabilities and including in all events amounts expended or
  capitalized under Capital Leases and Synthetic Leases but excluding any amount
  representing capitalized interest) by Parent, the Company and any Subsidiary
  during that period that, in conformity with GAAP, are or are required to be
  included in the property, plant or equipment reflected in the consolidated
  balance sheet of Parent and its Subsidiaries.

  
 "Consolidated
  Depreciation and Amortization Expense"
  means, for any period, all depreciation and amortization expenses of the
  Parent and its Subsidiaries, all as determined for Parent and its Subsidiaries
  on a consolidated basis in accordance with GAAP.

  
 "Consolidated
  EBIT" means, for any
  period, Consolidated Net Income for such period; plus (A) the sum of the
  amounts for such period included in determining such Consolidated Net Income
  of (i) Consolidated Interest Expense and (ii) Consolidated Income Tax Expense,
  provided that, notwithstanding anything to the contrary contained herein, the
  Parent's Consolidated EBIT for any Testing Period shall (x) include the
  appropriate financial items for any Person or business unit that has been
  acquired by Parent, the Company or any Subsidiary for any portion of such
  Testing Period prior to the date of acquisition on a pro forma basis (but
  excluding anticipated operating synergies), and (y) exclude the appropriate
  financial items for any Person or business unit that has been disposed of by
  Parent, the Company or any Subsidiary, for the portion of such Testing Period
  prior to the date of disposition, in the case of clauses (x) and (y), subject
  to the Required Holders' reasonable discretion and supporting documentation
  acceptable to the Required Holders.

  
 "Consolidated
  EBITDA" means, for any
  period, Consolidated Net Income for such period; plus (A) the sum of the
  amounts for such period included in determining such Consolidated Net Income
  of (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense,
  (iii) Consolidated Depreciation and Amortization Expense, and
  (iv) extraordinary and other non-recurring non-cash losses and charges; less
  (B) gains on sales of assets and other extraordinary gains and other
  non-recurring gains; all as determined for Parent and its Subsidiaries on a
  consolidated basis in accordance with GAAP; provided that, notwithstanding
  anything to the contrary contained herein, Parent's Consolidated EBITDA for
  any Testing Period shall (x) include the appropriate financial items for any
  Person or business unit that has been acquired by Parent, the Company or any
  Subsidiary for any portion of such Testing Period prior to the date of
  acquisition on a pro forma basis (but excluding anticipated operating
  synergies), and (y) exclude the appropriate financial items for any Person or
  business unit that has been disposed of by a Parent, the Company or any
  Subsidiary, for the portion of such Testing Period prior to the date of
  disposition, in the case of clauses (x) and (y), subject to Required Holders'
  reasonable discretion and supporting documentation acceptable to Required
  Holders.

  
 "Consolidated
  Income Tax Expense"
  means for any period, all provisions for taxes based on the net income of
  Parent and its Subsidiaries (including, without limitation, any additions to
  such taxes, and any penalties and interest with respect thereto), all as
  determined for Parent and its Subsidiaries on a consolidated basis in
  accordance with GAAP.

  
 "Consolidated
  Interest Expense" means,
  for any period, total interest expense (including that which is capitalized,
  that which is attributable to Capital Leases or Synthetic Leases and the
  pre-tax equivalent of dividends payable on Redeemable Stock) of Parent and its
  Subsidiaries on a consolidated basis with respect to all outstanding
  Indebtedness of Parent and its Subsidiaries including, without limitation, all
  commissions, discounts and other fees and charges owed with respect to letters
  of credit and net costs under Hedge Agreements.

  
 "Consolidated
  Net Income" means for
  any period, the net income (or loss) of Parent and its Subsidiaries on a
  consolidated basis for such period taken as a single accounting period
  determined in conformity with GAAP.

  
  
 "Consolidated
  Net Rent Expense" means, for any period, the total amount of
  rent or similar obligations required to be paid during such period by Parent
  and its Subsidiaries in respect of Operating Leases, as determined on a
  consolidated basis for such period taken as a single accounting period
  determined in conformity with GAAP.

  
  
 "Consolidated
  Net Worth" means at any time for the determination thereof all
  amounts that, in conformity with GAAP would be included under the caption
  "total stockholders' equity" (or any like caption) on a consolidated balance
  sheet of Parent and its Subsidiaries as at such date, provided that in no
  event shall Consolidated Net Worth include any amounts in respect of
  Redeemable Stock.

  
  
 "Consolidated
  Total Funded Debt" means the sum (without duplication) of all
  Indebtedness of Parent and its Subsidiaries for borrowed money, all as
  determined on a consolidated basis.

  
  "Control" means (i) the power to vote 5% or more of the outstanding shares of
  any class of stock of a Person which is a corporation, (ii) the beneficial
  ownership of 5% or more of the outstanding shares of any class of stock of a
  Person which is a corporation or (iii) the power to direct or cause the
  direction of the management and policies of a Person which is not a
  corporation, whether by ownership of any stock or other ownership interest, by
  agreement or otherwise, in each case by or on behalf of a single Person or
  group of Persons acting as a group for the purposes of filing Form 13-D with
  the Securities and Exchange Commission.

  
  
 "Credit
  Agreement" means that
  certain Credit Agreement, dated as of even date herewith, among Parent, the
  Company, KeyBank National Association, as Administrative Agent, Swing Line
  Lender, Letter of Credit Issuer and Book Runner,  each of the Lenders a party
  thereto and each of the other parties thereto, as it may be amended, modified,
  restated, extended or supplemented from time to time.

  
  
 "Default"
  means an event or condition the occurrence or existence of which would, with
  the lapse of time or the giving of notice or both, become an Event of Default.

  
  
 "Default
  Rate"
  means that rate of interest that is the greater of (i) 2% per annum above the
  rate of interest stated in clause (a) of the first paragraph of the Notes or
  (ii) 2% over the rate of interest publicly announced by Bank of New York in
  New York, New York as its "base" or "prime" rate.


  
  
  "Domestic
  Subsidiary"  means any Subsidiary organized under the laws of
  the United States of America, any State thereof, the District of Columbia, or
  any United States possession.


  
  
  "Environmental
  Claims"  means any and all administrative, regulatory or
  judicial actions, suits, demands, demand letters, claims, liens, notices of
  non-compliance or violation, investigations or proceedings relating in any way
  to any Environmental Law or any permit issued under any such law (hereafter "Claims"),
  including, without limitation, (i) any and all Claims by governmental or
  regulatory authorities for enforcement, cleanup, removal, response, remedial
  or other actions or damages pursuant to any applicable Environmental Law, and
  (ii) any and all Claims by any third party seeking damages, contribution,
  indemnification, cost recovery, compensation or injunctive relief resulting
  from the storage, treatment or Release (as defined in CERCLA) of any Hazardous
  Materials or arising from alleged injury or threat of injury to health, safety
  or the environment.


  
  
  "Environmental
  Law"  means any applicable Federal, state, foreign or local
  statute, law, rule, regulation, ordinance, code, binding and enforceable
  guideline, binding and enforceable written policy and rule of common law now
  or hereafter in effect and in each case as amended, and any binding and
  enforceable judicial or administrative interpretation thereof, including any
  judicial or administrative order, consent, decree or judgment issued to or
  rendered against Parent, the Company or any Subsidiary relating to the
  environment, employee health and safety or Hazardous Materials, including,
  without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C.
  Section 2601 et seq.; the Clean Air
  Act, 42 U.S.C. Section 7401 et seq.;
  the Safe Drinking Water Act, 42 U.S.C. Section 3803
  et seq.; the Oil Pollution Act of
  1990, 33 U.S.C. Section 2701 et seq.;
  the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.
  Section 11001 et seq.; the Hazardous
  Material Transportation Act, 49 U.S.C. Section 1801
  et seq., and the Occupational
  Safety and Health Act 29 U.S.C. Section 651 et
  seq.  (to the extent it regulates occupational exposure to
  Hazardous Materials); and any state and local or foreign counterparts or
  equivalents, in each case as amended from time to time.

  
  "Environmental
  Permits" means
  all permits, licenses, approvals, authorizations, consents or registrations
  required by any applicable Environmental Law in connection with ownership,
  lease, purchase, transfer, closure, use and/or operation of any property for
  the storage, treatment, generation, transportation, processing, handling,
  production or disposal of Hazardous Materials or the sale, transfer or
  conveyance of any such property.

  
  "Equity
  Interests" means
  shares of capital stock, partnership interests, membership interests in a
  limited liability company, beneficial interests in a Person, and any warrants,
  options or other rights entitling the holder thereof to purchase or acquire
  any such equity interest.

  
  
  "ERISA"
  means the Employee Retirement Income Security Act of 1974, as amended from
  time to time, and the rules and regulations promulgated and rulings issued
  thereunder.  Section references to ERISA are to ERISA, as in effect at the
  date hereof and any subsequent provisions of ERISA, amendatory thereof,
  supplemental thereto or substituted therefor.   

  
  
  "ERISA
  Affiliate" means each person (as defined in Section 3(9)
  of ERISA), which together with Parent, the Company or a Subsidiary, would be
  deemed to be a "single employer" (i) within the meaning of Section 414(b),
  (c), (m) or (o) of the Code or (ii) as a result of Parent, the Company or a
  Subsidiary being or having been a general partner of such person.

  
  
 "Event
  of Default"
  is defined in Section 11.

  
  
 "Event
  of Loss"  means, with respect to any property, (i) the actual
  or constructive total loss of such property or the use thereof, resulting from
  destruction, damage beyond repair, or the rendition of such property
  permanently unfit for normal use from any casualty or similar occurrence
  whatsoever, (ii) the destruction or damage of a portion of such property from
  any casualty or similar occurrence whatsoever under circumstances in which
  such damage cannot reasonably be expected to be repaired, or such property
  cannot reasonably be expected to be restored to its condition immediately
  prior to such destruction or damage, within 90 days after the occurrence of
  such destruction or damage, or (iii) the condemnation, confiscation or seizure
  of, or requisition of title to or use of, any property.

  
  
 "Exchange
  Act"
  means the Securities Exchange Act of 1934, as amended.

  
  "GAAP" means of the date of any determination, generally accepted
  accounting principles as promulgated by the Financial Accounting Standards
  Board and/or the American Institute of Certified Public Accountants,
  consistently applied and maintained throughout the relevant periods and from
  period to period.

  
  
 "Governmental
  Authority"
  means

  
  (a)        the government of

  
  (i)        
  the United States of America or any State or other political
  subdivision thereof, or

  
  
  (ii)        any jurisdiction in which the Company or any Subsidiary conducts
  all or any part of its business, or which asserts jurisdiction over any
  properties of the Company or any Subsidiary, or

  
  (b)        any entity exercising executive,
  legislative, judicial, regulatory or administrative functions of, or
  pertaining to, any such government.

  
  
 "Guarantee"
  means, with respect to any Person, any obligation (except the endorsement in
  the ordinary course of business of negotiable instruments for deposit or
  collection) of such Person guaranteeing or in effect guaranteeing any
  indebtedness, dividend or other obligation of any other Person in any manner,
  whether directly or indirectly, including (without limitation) obligations
  incurred through an agreement, contingent or otherwise, by such Person:

  
  
  (a)        to purchase such indebtedness or obligation or any property
  constituting security therefor;

  
  
  (b)        to advance or supply funds (i) for the purchase or payment of such
  indebtedness or obligation, or (ii) to maintain any working capital or other
  balance sheet condition or any income statement condition of any other Person
  or otherwise to advance or make available funds for the purchase or payment of
  such indebtedness or obligation;

  
  
  (c)        to lease properties or to purchase properties or services primarily
  for the purpose of assuring the owner of such indebtedness or obligation of
  the ability of any other Person to make payment of the indebtedness or
  obligation; or

  
  
  (d)        otherwise to assure the owner of such indebtedness or obligation
  against loss in respect thereof.

  
  In any
  computation of the indebtedness or other liabilities of the obligor under any
  Guarantee, the indebtedness or other obligations that are the subject of such
  Guarantee shall be assumed to be direct obligations of such obligor.


  
  
  "Hazardous
  Materials" means (i) any petrochemical or petroleum products,
  radioactive materials, asbestos in any form that is or could become friable,
  urea formaldehyde foam insulation, transformers or other equipment that
  contain dielectric fluid containing levels of polychlorinated biphenyls, and
  radon gas; and (ii) any chemicals, materials or substances defined as or
  included in the definition of "hazardous substances," "hazardous wastes,"
  "hazardous materials," "restricted hazardous materials," "extremely hazardous
  wastes," "restrictive hazardous wastes," "toxic substances," "toxic
  pollutants," "contaminants" or "pollutants," or words of similar meaning and
  regulatory effect, under any applicable Environmental Law.

  
  
 "Hedge
  Agreement" means (i) any interest rate swap agreement, any
  interest rate cap agreement, any interest rate collar agreement or other
  similar agreement or arrangement designed to protect against fluctuations in
  interest rates, and (ii) any currency swap agreement, forward currency
  purchase agreement or similar agreement or arrangement designed to protect
  against fluctuations in currency exchange rates.

  
  
 "Holder"
  means, with respect to any Note, the Person in whose name such Note is
  registered in the register maintained by the Company pursuant to Section 13.1.

  
  
 "Indebtedness"
  of any Person means without duplication (i) all indebtedness of such Person
  for borrowed money; (ii) all bonds, notes, debentures and similar debt
  securities of such person; (iii) the deferred purchase price of capital assets
  or services that in accordance with GAAP would be shown on the liability side
  of the balance sheet of such Person; (iv) the face amount of all letters of
  credit issued for the account of such Person and, without duplication, all
  drafts drawn thereunder; (v) all obligations, contingent or otherwise, of such
  Person in respect of bankers' acceptances; (vi) all Indebtedness of a second
  Person secured by any Lien on any property owned by such first Person, whether
  or not such indebtedness has been assumed; (vii) all Capitalized Lease
  Obligations of such Person; (viii) the present value, determined on the basis
  of the implicit interest rate, of all basic rental obligations under all
  Synthetic Leases of such Person; (ix) all obligations of such Person to pay a
  specified purchase price for goods or services whether or not delivered or
  accepted, i.e., take-or-pay and similar obligations; (x) all net
  obligations of such Person under Hedge Agreements; (xi) the full outstanding
  balance of trade receivables, notes or other instruments sold with full
  recourse (and the portion thereof subject to potential recourse, if sole with
  limited recourse), other than in any such case any thereof sold solely for
  purposes of collection of delinquent accounts; (xii) the stated value, or
  liquidation value if higher, of all Redeemable Stock of such Person; and
  (xiii) any Guarantees of such Person (without duplication under clause (vi));
  provided, however that (x) neither trade payables nor other similar accrued
  expenses, in each case arising in the ordinary course of business, nor
  obligations in respect of insurance policies or performance or surety bonds
  that themselves are not guarantees of Indebtedness (nor drafts, acceptances or
  similar instruments evidencing the same nor obligations in respect of letters
  of credit supporting the payment of the same), shall constitute Indebtedness;
  and (y) the Indebtedness of any Person shall in any event include (without
  duplication) the Indebtedness of any other entity (including any general
  partnership in which such Person is a general partner) to the extent such
  Person is liable thereon as a result of such Person's ownership interest in or
  other relationship with such entity, except to the extent the terms of such
  Indebtedness provide expressly that such Person is not liable thereon.

  
  
 "Institutional
  Investor"
  means (a) any original purchaser of a Note, (b) any holder of a Note holding
  more than 5% of the aggregate principal amount of the Notes then outstanding,
  and (c) any bank, trust company, savings and loan association or other
  financial institution, any pension plan, any investment company, any
  investment fund or similar vehicle, any insurance company, any broker or
  dealer, or any other similar financial institution or entity, regardless of
  legal form.

  
  
 "Interest
  Coverage Ratio" shall mean, for any Testing Period, the ratio
  of (i) Consolidated EBIT to (ii) Consolidated Interest Expense, in each case
  on a consolidated basis for Parent and its Subsidiaries for the Testing
  Period.

  
  
 "Investment"
  means (i) any direct or indirect purchase or other acquisition by Parent, the
  Company or any Subsidiary of any of the capital stock or other equity interest
  of any other Person, including any partnership or joint venture interest in
  such Person; or (ii) any loan or advance to, guarantee or assumption of debt
  or purchase or other acquisition of any other debt of, any Person, by Parent,
  the Company or any Subsidiary.

  
  "Lien" means any mortgage, deed of trust, pledge, hypothecation,
  assignment, security interest, lien, charge or encumbrance, or preference,
  priority or other security agreement or preferential arrangement in respect of
  any asset of any kind or nature whatsoever (including, without limitation, any
  conditional sale or other title retention agreement, any financing lease
  having substantially the same economic effect as any of the foregoing, and the
  filing of, or agreement to give, any financing statement under the Uniform
  Commercial Code or comparable law of any jurisdiction).

  
  
 "Make-Whole
  Amount"
  is defined in Section 8.6.

  
  
 "Material"
  means material in relation to the business, operations, affairs, financial
  condition, assets, properties, or prospects of Parent and its Subsidiaries
  taken as a whole.

  
  

  "Material Adverse Effect" means any or all of the
  following (i) any material adverse effect on the business, operations,
  property, assets, liabilities, financial or other condition or prospects of
  Parent, the Company or Parent and its Subsidiaries, taken as a whole; (ii) any
  material adverse effect on the ability of Parent or the Company to perform any
  of its obligations under any Related Document to which it is a party;
  (iii) any material adverse effect on the ability of the Parent and its
  Subsidiaries, taken as a whole, to pay their liabilities and obligations as
  they mature or become due; or (iv) any material adverse effect on the
  validity, effectiveness or enforceability, as against Parent or the Company,
  of any of the Related Documents to which it is a party.

  
  

  "Multiemployer Plan" means a multiemployer plan as
  defined in Section 4001(a)(3) of ERISA to which Parent, the Company or any
  ERISA Affiliate is making or accruing an obligation to make contributions or
  has within any of the preceding three plan years made or accrued obligations
  to make contributions.

  
  
 "Multiple
  Employer Plan" means an employee benefit plan, other than a
  Multiemployer Plan, to which Parent, the Company or any ERISA Affiliate, and
  one or more employers other than Parent, the Company or an ERISA Affiliate,
  is  making or accruing an obligation to make contributions or, in the event
  that any such plan has been terminated, to which Parent, the Company or an
  ERISA Affiliate made or accrued an obligation to make contributions during any
  of the five plan years preceding the date of termination of such plan.

  
  
 "Notes"
  is defined in Section 1.

  
  
 "OFAC"
  is defined in Section 5.22.

  
  
  "Officer's Certificate" means a certificate of a
  Senior Financial Officer or of any other officer of Parent and/or the Company,
  as applicable, whose responsibilities extend to the subject matter of such
  certificate.

  
  
 "Operating
  Lease" as applied to any Person shall mean any lease of any
  property (whether real, personal or mixed) by that person as lessee that, in
  conformity with GAAP, is not accounted for as a Capital Lease on the balance
  sheet of that person.

  
  
 "Original
  Note Agreement" is defined in Section 1.

  
  
 "Other
  Lists" is defined in
  Section 5.22.

  
  
 "PBGC"
  means the Pension Benefit Guaranty Corporation established pursuant to
  Section 4002 of ERISA or any successor thereto.


  
  
  "Permitted
  Acquisition" means and includes any Acquisition as to which all
  of the following conditions are satisfied:

  
  (i)        
  such Acquisition involves a line or lines of business that will not
  substantially change the general nature of the business in which Parent, the
  Company and their Subsidiaries, considered as an entirety, are engaged on the
  date hereof;

  
  
  (ii)        no Default or Event of Default shall exist prior to or immediately
  after giving effect to such Acquisition;

  
  
  (iii)       Parent and its Subsidiaries would, after giving effect to such
  Acquisition on a pro forma
  basis, be in compliance with the financial covenants set forth in Sections
  10.11 through 10.13.

  
  
  (iv)       Parent and its Subsidiaries would, after giving effect to such
  Acquisition, on a pro forma
  basis, have Post-Acquisition Liquidity of no less than $25,000,000; and
  

  
  
  (v)        at least five Business Days prior to the completion of such
  Acquisition, Parent shall have delivered to Holders (A) in the case of any
  Acquisition in which the aggregate Consideration to be paid is in excess of
  $5,000,000 (or in the case of any Acquisition in which the Consideration to be
  paid, together with the aggregate Consideration paid in connection with all
  other Permitted Acquisitions made during the same fiscal quarter as such
  Acquisition, is in excess of the aggregate amount of $5,000,000), a
  certificate of a Responsible Officer of Parent demonstrating in reasonable
  detail, the computation of the financial covenants referred to in Sections
  10.13 through 10.16 on a pro forma
  basis as of the most recently ended fiscal quarter, and (B) in the case of any
  Acquisition in which the aggregate Consideration is in excess of $10,000,000,
  historical financial statements relating to the business or Person to be
  acquired, financial projections relating to Parent and its Subsidiaries after
  giving effect to such Acquisition and such other information as Holders may
  reasonably request.

  
  "Person" means any individual, corporation, partnership, limited liability
  company, joint venture, trust, unincorporated association, government or
  political subdivision or other entity, body, organization or group.

  
  "PIK
  Notes" means a promissory note issued by the Company in an
  aggregate principal amount equal to the amount of accrued interest then due on
  the Notes.


  
  
  "Plan"
  means any multiemployer or single-employer plan, as defined in Section 4001 of
  ERISA, that is maintained or contributed to by (or to which there is an
  obligation to contribute by) Parent, the Company, a Subsidiary or an ERISA
  Affiliate, and each such plan for the five year period immediately following
  the latest date on which Parent, the Company, a Subsidiary or an ERISA
  Affiliate maintained, contributed to or had an obligation to contribute to
  such plan.


  
  
  "Post-Acquisition
  Liquidity" shall mean the sum of Unutilized Total Commitment
  (as defined in the Credit Agreement) and any unencumbered cash balances of
  Parent and its Subsidiaries.

  
  
 "Preferred
  Stock"
  means any class of capital stock of a corporation that is preferred over any
  other class of capital stock of such corporation as to the payment of
  dividends or the payment of any amount upon liquidation or dissolution of such
  corporation.


  
  
  "Prohibited
  Transaction" means a transaction with respect to a Plan that is
  prohibited under Section 4975 of the Code or Section 406 of ERISA and not
  exempt from Section 4975 of the Code or Section 408 of ERISA.

  
  
 "Property"
  or
  "Properties"
  means, unless otherwise specifically limited, real or personal property of any
  kind, tangible or intangible, choate or inchoate.


  
  
  "Prudential"
  shall mean Prudential Investment Management, Inc.

  
  "Prudential
  Affiliate" shall
  mean (i) any corporation or other entity controlling, controlled by, or under
  common control with, Prudential and (ii) any managed account or investment
  fund which is managed by Prudential or a Prudential Affiliate described in
  clause (i) of this definition.  For purposes of this definition the terms
  "control", "controlling" and "controlled" shall mean the ownership, directly
  or through subsidiaries of a majority of a corporation's or other Person's
  voting stock or equivalent voting securities or interests.


  
  
  "Purchaser"
  and "Purchasers"
  are defined in Section 1.


  
  
  "RCRA" 
  means the Resource Conservation and Recovery Act, as the same may be amended
  from time to time, 42 U.S.C. Section 6901 et seq.


  
  
  "Redeemable
  Stock"  means with respect to any Person any capital stock or
  similar equity interests of such person that: (i) is by its terms subject to
  mandatory redemption, in whole or in part, pursuant to a sinking fund,
  scheduled redemption or similar provisions, at any time prior to the maturity
  date of the Notes; or (ii) otherwise is required to be repurchased or retired
  on a scheduled date or dates, upon the occurrence of any event or
  circumstance, at the option of the holder or holders thereof, or otherwise, at
  any time prior to the maturity date of the Notes other than any such
  repurchase or retirement occasioned by a "change of control" or similar event.

  
  "Refinancing
  Debt" shall means any Indebtedness, the proceeds of which are
  applied, directly or indirectly, to refinance all or a portion of the
  Indebtedness under the Senior Note Agreement or the Credit Agreement, as the
  case may be.

  
  "Related
  Documents" means this Agreement, any Note and any other
  document, certificate or other writing executed in connection with any of the
  foregoing.

  
  "Release" means the same meaning as given to that term in the Comprehensive
  Environmental Response, Compensation and Liability Act of 1980, as amended (42
  U.S.C.  section 9601, et seq.), and the regulations promulgated thereunder.


  
  
  "Reportable
  Event" means an event described in Section 4043 of ERISA or the
  regulations thereunder with respect to a Plan, other than those events as to
  which the notice requirement is waived under subsections .22, .23, .25, .27,
  .28, .29, .30, .31, .32, .34, .35, .62, .63, .64, .65 or .67 of PBGC
  Regulation Section 4043.

  
  
 "Required
  Holders"
  means, at any time, the Holders of at least 50% in principal amount of the
  Notes at the time outstanding (exclusive of Notes then owned by Parent, the
  Company or any Affiliates of either).

  
  "Required
  Senior Noteholders" means, at any time, the holders of at least
  50% in principal amount of the notes at the time outstanding under the Senior
  Note Agreement (exclusive of any such notes then owned by Parent, the Company
  or any Affiliate of either).

  
  
 "Responsible
  Officer"
  means any Senior Financial Officer and any other officer of Parent and/or the
  Company, as the case may be, with responsibility for the administration of the
  relevant portion of this Agreement.


  
  
  "Sale
  and Lease-Back Transaction" means any arrangement with any
  person providing for the leasing by Parent, the Company or any Subsidiary of
  any property (except for temporary leases for a term, including any renewal
  thereof, of not more than one year and except for leases between Parent or the
  Company and a Subsidiary or between Subsidiaries), which property has been or
  is to be sold or transferred by Parent, the Company or a Subsidiary. 
   

  
  "SDN
  List" is defined in Section 5.22.

  
  "Secured
  Lender Group" means the Collateral Agent, any lender under the
  Credit Agreement, any "Holder" and the Senior Note Agreement and any "Holder"
  under the 2004 Senior Note Agreement.

  
  
 "Securities
  Act"
  means the Securities Act of 1933, as amended from time to time.

  
  "Senior
  Debt Default" means any Default other than a Senior Payment
  Default under any agreement evidencing any Senior Debt.

  
  
 "Senior
  Financial Officer"
  means the chief financial officer, principal accounting officer, treasurer or
  comptroller of the Company.

  
  "Senior
  Note Agreement" means the Amended and Restated Note Purchase
  Agreement, dated as of even date herewith, among Parent, the Company and the
  investors a party thereto, amending and restating the Note Purchase Agreement,
  dated as of July 3, 2002, among such parties, as it may be amended, modified,
  restated or supplemented from time to time.


  
  
  "Standard
  Permitted Liens" means the following:

  
  (i)        
  Liens for taxes not yet delinquent or Liens for taxes being contested in good
  faith and by appropriate proceedings for which adequate reserves in accordance
  with GAAP have been established;

  
  
  (ii)        Liens in respect of property or assets imposed by law that were
  incurred in the ordinary course of business, such as carriers',
  warehousemen's, materialmen's and mechanics' Liens and other similar Liens
  arising in the ordinary course of business, that do not in the aggregate
  materially detract from the value of such property or assets or materially
  impair the use thereof in the operation of the business of Parent, the Company
  or any Subsidiary and do not secure any Indebtedness.

  
  
  (iii)       Liens created by the Security Documents;

  
  
  (iv)       Liens arising from judgments, decrees or attachments in
  circumstances not consisting an Event of Default under Section 11(i).

  
  
  (v)        Liens (other than any Lien imposed by ERISA) incurred or deposits
  made in the ordinary course of business in connection with workers'
  compensation, unemployment insurance and other types of social security; and
  Liens to secure the performance of tenders, statutory obligations, contract
  bids, government contracts, performance and return-of-money bonds and other
  similar obligations, incurred in the ordinary course of business (exclusive of
  obligations in respect of the payment for borrowed money), whether pursuant to
  statutory requirements, common law or consensual arrangements;

  
  
  (vi)       Leases or subleases granted in the ordinary course of business to
  others not interfering in any material respect with the business of Parent,
  the Company or any Subsidiary and any interest or title of a lessor under any
  lease not in violation of this Agreement;

  
  
  (vii)      easements, rights-of-way, zoning or other restrictions, charges,
  encumbrances, defects in title, prior rights of other Persons, and obligations
  contained in similar instruments, in each case that do not involve, and are
  not likely to involve at any future time, either individually or in the
  aggregate, (A) a substantial and prolonged interruption or disruption of the
  business activities of Parent, the Company and Subsidiaries, or (B) a Material
  Adverse Effect;

  
  
  (viii)      Liens arising from the rights of lessors under leases (including
  financing statements regarding property subject to lease) permitted pursuant
  to this Agreement, provided that such Liens are only in respect of the
  property subject to, and secure only, the respective lease (and any other
  lease with the same or an affiliated lessor); and

  
  
  (ix)       rights of consignors of goods, whether or not perfected by the
  filing of a financing statement under the UCC.

  
  
 "Subsidiary"
  means, as to any Person, any corporation, association or other business entity
  in which such Person or one or more of its Subsidiaries or such Person and one
  or more of its Subsidiaries owns sufficient equity or voting interests to
  enable it or them (as a group) ordinarily, in the absence of contingencies, to
  elect a majority of the directors (or Persons performing similar functions) of
  such entity, and any partnership or joint venture if more than a 50% interest
  in the profits or capital thereof is owned by such Person or one or more of
  its Subsidiaries or such Person and one or more of its Subsidiaries (unless
  such partnership can and does ordinarily take major business actions without
  the prior approval of such Person or one or more of its Subsidiaries).  Unless
  the context otherwise clearly requires, any reference to a "Subsidiary" is a
  reference to a Subsidiary of Parent.

  
  "Subordinated
  Debt" means
  Indebtedness of Parent, the Company or any Subsidiary which is subordinated,
  in form and content satisfactory to the Required Holders, to any and all
  Indebtedness owing to any of the Holders.


  
  
  "Synthetic
  Lease" means any lease (i) that is accounted for by the lessee
  as an Operating Lease, and (ii) under which the lessee is intended to be the
  "owner" of the leased property for Federal income tax purposes.


  
  
  "Testing
  Period" means for any determination a single period consisting
  of the four consecutive fiscal quarters of Parent and its Subsidiaries then
  last ended (whether or not such quarters are all within the same fiscal year),
  except that if a particular provision of this Agreement indicates that a
  Testing Period shall be of a different specified duration, such Testing Period
  shall consist of the particular fiscal quarter or quarters then last ended
  that are so indicated in such provision.


  
  
  "Total
  Funded Debt to EBITDA Ratio" means, for any Testing Period, the
  ratio of (i) Consolidated Total Funded Debt to (ii) Consolidated EBITDA, in
  each case on a consolidated basis for Parent and its Subsidiaries for such
  Testing Period.


  
  
  "2004
  Senior Note Agreement"
  means the Amended and Restated Note Purchase Agreement, dated as of even date
  herewith, among the Company, Parent and The Prudential Insurance Company of
  America and Pruco Life Insurance Company, amending and restating the Note
  Purchase Agreement, dated as of June 18, 2004, among such parties, as it may
  be amended, modified, restated or supplemented from time to time in accordance
  with its terms.


  
  
  "Unfunded
  Current Liability" of any Plan shall mean the amount, if any,
  by which the actuarial present value of the accumulated plan benefits under
  the Plan as of the close of its most recent plan year exceeds the fair market
  value of the assets allocable thereto, each determined in accordance with
  Statement of Financial Accounting Standards No. 87, based upon the actuarial
  assumptions used by the Plan's actuary in the most recent annual valuation of
  the Plan.






 



EXHIBIT 1


 


 



[FORM OF NOTE] 



PAYMENT AND THE TERMS HEREOF
ARE SUBJECT TO THE TERMS OF THE SUBORDINATED NOTE PURCHASE AGREEMENT, DEFINED
BELOW.

 



THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED
OR SOLD IN VIOLATION OF SUCH ACT. 



GIBRALTAR STEEL CORPORATION
OF NEW YORK 


8.98%
SENIOR SUBORDINATED NOTE DUE JANUARY 3, 2008 

	
    
    
    No. [_____]
	
    
    
    _________ __, ____

	
    
    
    $25,000,000
	
    
    PPN[______________]




 


FOR VALUE RECEIVED, the undersigned, Gibraltar
Steel Corporation of New York (herein called the 
"Company"),
a corporation organized and existing under the laws of the State of Delaware,
hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or
registered assigns, the principal sum of TWENTY FIVE MILLION DOLLARS on
January 3, 2008, with interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of 8.98% per
annum from the date hereof, payable quarterly, on the 3rd day of
January, April, July and October in each year, commencing with the January,
April, July and October next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted by law
on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as
defined in the Note Purchase Agreement referred to below), payable quarterly as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the greater of (i) 8.98% or (ii) 2.0%
over the rate of interest publicly announced by Bank of New York from time to
time in New York, New York as its "base" or "prime" rate.


Payments of principal of, interest on and any
Make-Whole Amount with respect to this Note are to be made in lawful money of
the United States of America at Bank of New York or at such other place as the
holder of this Note shall have designated by written notice to the Company as
provided in the Note Purchase Agreement referred to below.


This Note is one the Senior Subordinated Notes
(herein called the 
"Notes")
issued pursuant to that certain Subordinated Note Purchase Agreement, dated as
of July 3, 2002 (as from time to time amended, modified, restated or
supplemented, the 
"Note Purchase
Agreement"),
among Gibraltar Steel Corporation, the Company and the respective purchasers
named therein and is entitled to the benefits thereof.  Each holder of this Note
will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 21 of the Note Purchase
Agreement and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreement.


This Note is a registered Note and, as provided
in the Note Purchase Agreement, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder's attorney duly
authorized in writing, a new Note for a like principal amount will be issued to,
and registered in the name of, the transferee.  Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.


This Note is subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms specified in
the Note Purchase Agreement, but not otherwise.


If an Event of Default, as defined in the Note
Purchase Agreement, occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided in the
Note Purchase Agreement.


This Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the law
of the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.

	
    
     

	
    
    
    GIBRALTAR STEEL CORPORATION 

	
    
       OF
    NEW YORK

	
    
     

	
    
     

	
    
    By: 
                                                          
    

	
    
    Name:

	
    
    Title: