ADVANCE




  
   

  
   

  
   

   

  
  
  GIBRALTAR STEEL CORPORATION

  OF NEW YORK

  
   

  
  
  $75,000,000

  
    

  
  5.75%
  Senior Secured Notes due June 17, 2011

  
   

  
    

  
  
  __________________________________________

   

  
  AMENDED
  AND RESTATED

  
  NOTE
  PURCHASE AGREEMENT

  
  
  __________________________________________

  
   

  
  Dated
  as of April1, 2005

  
   

  	
      
      TABLE
      OF CONTENTS.

	
      
      
      Section
	
      
      
       
	
      
      
       
	
      
      
       
	
      
      Page

	
      
      1.
	
      
      Authorization of Notes
	
      
      1

	
      
      2.
	
      
      Sale and Purchase of Notes
	
      
      2

	
      
      3.
	
      
      Conditions to Effectiveness of Agreement
	
      
      4

	
      
       
	
      
      3.1.
	
      
      Certain Documents
	
      
      4

	
      
       
	
      
      3.2.
	
      
      Representations and Warranties
	
      
      4

	
      
       
	
      
      3.3.
	
      
      Performance; No Default
	
      
      4

	
      
       
	
      
      3.4.
	
      
      Certificates
	
      
      5

	
      
       
	
      
      3.5.
	
      
      Opinions of Counsel
	
      
      5

	
      
       
	
      
      3.6.
	
      
      Credit Agreement
	
      
      5

	
      
       
	
      
      3.7.
	
      
      Payment of Special Counsel Fees
	
      
      5

	
      
       
	
      
      3.8.
	
      
      Changes in Corporation Structure
	
      
      6

	
      
       
	
      
      3.9.
	
      
      Evidence of Perfection and Priority of
      Security Interests
	
      
      6

	
      
       
	
      
      
      3.10.
	
      
      2002 Note Agreement; Subordinated Note
      Agreement
	
      
      6

	
      
       
	
      
      
      3.11.
	
      
      Amendment Fee; Proceedings and Documents
	
      
      6

	
      
      4.
	
      
      Conditions to Closing of Issuance of Final
      Subsequent Notes
	
      
      6

	
      
       
	
      
      4.1.
	
      
      Certain Documents
	
      
      6

	
      
       
	
      
      4.2.
	
      
      Representations and Warranties
	
      
      7

	
      
       
	
      
      4.3.
	
      
      Performance; No Default
	
      
      7

	
      
       
	
      
      4.4.
	
      
      Certificates
	
      
      7

	
      
       
	
      
      4.5.
	
      
      Opinions of Counsel
	
      
      7

	
      
       
	
      
      4.6.
	
      
      Purchase Permitted By Applicable Law, Etc.
	
      
      8

	
      
       
	
      
      4.7.
	
      
      Credit Agreement
	
      
      8

	
      
       
	
      
      4.8.
	
      
      Payment of Special Counsel Fees
	
      
      8

	
      
       
	
      
      4.9.
	
      
      Changes in Corporate Structure
	
      
      8

	
      
       
	
      
      
      4.10.
	
      
      Evidence of Perfection and Priority of
      Security Interests
	
      
      8

	
      
       
	
      
      
      4.11.
	
      
      Proceedings and Documents
	
      
      9

	
      
      5.
	
      
      Representations and Warranties
	
      
      9

	
      
       
	
      
      5.1.
	
      
      Organization; Power and Authority
	
      
      9

	
      
       
	
      
      5.2.
	
      
      Authorization, Etc.
	
      
      9

	
      
       
	
      
      5.3.
	
      
      Disclosure
	
      
      9

	
      
       
	
      
      5.4.
	
      
      Organization and Ownership of Shares of
      Subsidiaries; Affiliates
	
      
      10

	
      
       
	
      
      5.5.
	
      
      Financial Statements
	
      
      10

	
      
       
	
      
      5.6.
	
      
      Compliance with Laws, Other Instruments,
      Etc.
	
      
      10

	
      
       
	
      
      5.7.
	
      
      Governmental Authorizations, Etc.
	
      
      11

	
      
       
	
      
      5.8.
	
      
      Litigation; Observance of Agreements,
      Statutes and Orders
	
      
      11

	
      
       
	
      
      5.9.
	
      
      Taxes
	
      
      11

	
      
       
	
      
      
      5.10.
	
      
      Title to Property; Leases
	
      
      12

	
      
       
	
      
      5.11
	
      
      Licenses, Permits, Etc.
	
      
      12

	
      
       
	
      
      
      5.12.
	
      
      Compliance with ERISA
	
      
      12

	
      
       
	
      
      
      5.13.
	
      
      Private Offering by the Company
	
      
      13

	
      
       
	
      
      
      5.14.
	
      
      Use of Proceeds; Margin Regulations
	
      
      13

	
      
       
	
      
      
      5.15.
	
      
      Existing Indebtedness; Future Liens
	
      
      13

	
      
       
	
      
      
      5.16.
	
      
      Foreign Assets Control Regulations, Etc.
	
      
      14

	
      
       
	
      
      
      5.17.
	
      
      Status under Certain Statutes
	
      
      14

	
      
       
	
      
      
      5.18.
	
      
      Environmental Matters
	
      
      14

	
      
       
	
      
      
      5.19.
	
      
      Fiscal Year
	
      
      15

	
      
       
	
      
      
      5.20.
	
      
      Default
	
      
      15

	
      
       
	
      
      
      5.21.
	
      
      Securities
	
      
      15

	
      
       
	
      
      
      5.22.
	
      
      Inventory Locations
	
      
      15

	
      
       
	
      
      
      5.23.
	
      
      USA Patriot Act
	
      
      15

	
      
       
	
      
      
      5.24.
	
      
      Solvency
	
      
      15

	
      
       
	
      
      
      5.25.
	
      
      Company and Subsidiary Guarantors
	
      
      16

	
      
      6.
	
      
      Representations of each Purchaser.
	
      
      16

	
      
       
	
      
      6.1.
	
      
      Purchase for Investment
	
      
      16

	
      
       
	
      
      6.2.
	
      
      Source of Funds
	
      
      16

	
      
      7.
	
      
      Information as to Parent and Company
	
      
      18

	
      
       
	
      
      7.1.
	
      
      Financial and Business Information
	
      
      18

	
      
       
	
      
      7.2.
	
      
      Books and Records Inspection
	
      
      21

	
      
      8.
	
      
      Prepayment of the Notes
	
      
      21

	
      
       
	
      
      8.1.
	
      
      Optional Prepayments with Make-Whole
      Amount
	
      
      21

	
      
       
	
      
      8.2.
	
      
      Allocation of Partial Prepayments
	
      
      22

	
      
       
	
      
      8.3.
	
      
      Maturity; Surrender, Etc.
	
      
      22

	
      
       
	
      
      8.4.
	
      
      Purchase of Notes
	
      
      22

	
      
       
	
      
      8.5.
	
      
      Offer to Prepay Notes in the Event of a
      Change in Control
	
      
      22

	
      
       
	
      
      8.6.
	
      
      Offer to Prepay Notes in the Event of a
      Receipt of certain Cash Proceeds of Events of Loss
	
      
       

      
      23

	
      
       
	
      
      8.7.
	
      
      Make-Whole Amount
	
      
      24

	
      
      9.
	
      
      Affirmative Covenants
	
      
      25

	
      
       
	
      
      9.1.
	
      
      Compliance with Law
	
      
      25

	
      
       
	
      
      9.2.
	
      
      Insurance
	
      
      26

	
      
       
	
      
      9.3.
	
      
      Maintenance of Properties
	
      
      26

	
      
       
	
      
      9.4.
	
      
      Payment of Taxes and Claims
	
      
      26

	
      
       
	
      
      9.5.
	
      
      Corporate Existence, Etc.
	
      
      27

	
      
       
	
      
      9.6.
	
      
      Fair Labor Standards Act
	
      
      27

	
      
       
	
      
      9.7.
	
      
      USA Patriot Act
	
      
      27

	
      
       
	
      
      9.8.
	
      
      Covenant to Secure Note Equally
	
      
      27

	
      
       
	
      
      9.9.
	
      
      Guaranteed Obligations
	
      
      27

	
      
       
	
      
      
      9.10.
	
      
      Most Favored Covenant Status
	
      
      28

	
      
       
	
      
      
      9.11.
	
      
      Senior Debt
	
      
      28

	
      
       
	
      
      
      9.12.
	
      
      No Integration
	
      
      28

	
      
       
	
      
      
      9.13.
	
      
      Certain Subsidiaries to Join in Subsidiary
      Guaranty
	
      
      29

	
      
       
	
      
      
      9.14.
	
      
      Additional Security; Further Assurances
	
      
      29

	
      
      10.
	
      
      Negative Covenants
	
      
      31

	
      
       
	
      
      
      10.1.
	
      
      Transactions with Affiliates
	
      
      31

	
      
       
	
      
      
      10.2.
	
      
      Borrowed Money
	
      
      31

	
      
       
	
      
      
      10.3.
	
      
      Guarantees
	
      
      32

	
      
       
	
      
      
      10.4.
	
      
      Liens
	
      
      32

	
      
       
	
      
      
      10.5.
	
      
      Plan Terminations; Minimum Funding, Etc.
	
      
      32

	
      
       
	
      
      
      10.6.
	
      
      Compliance with Law
	
      
      33

	
      
       
	
      
      
      10.7.
	
      
      Consolidations, Mergers, Acquisitions, and
      Asset Sales, Etc.
	
      
      33

	
      
       
	
      
      
      10.8.
	
      
      Investments
	
      
      34

	
      
       
	
      
      
      10.9.
	
      
      Subsidiaries
	
      
      35

	
      
       
	
      
      
      10.10.
	
      
      Dividends
	
      
      35

	
      
       
	
      
      
      10.11.
	
      
      Stock
	
      
      35

	
      
       
	
      
      
      10.12.
	
      
      [Intentionally Not Used]
	
      
      35

	
      
       
	
      
      
      10.13.
	
      
      Interest Coverage Ratio
	
      
      35

	
      
       
	
      
      
      10.14.
	
      
      Consolidated Net Worth
	
      
      35

	
      
       
	
      
      
      10.15.
	
      
      Senior Funded Debt/EBITDA
	
      
      35

	
      
       
	
      
      
      10.16.
	
      
      Total Funded Debt/EBITDA
	
      
      36

	
      
       
	
      
      
      10.17.
	
      
      Optional Payments of Subordinated Debt
	
      
      36

	
      
       
	
      
      
      10.18.
	
      
      Prepayments and Refinancings of Other
      Debt, Etc.
	
      
      36

	
      
       
	
      
      
      10.19.
	
      
      Environmental Compliance
	
      
      36

	
      
       
	
      
      
      10.20.
	
      
      Limitation on Certain Restrictive
      Agreements
	
      
      36

	
      
       
	
      
      
      10.21.
	
      
      Changes in Business; Change in Fiscal Year
	
      
      37

	
      
      11.
	
      
      Events of Default.
	
      
      37

	
      
      12.
	
      
      Remedies on Default, Etc.
	
      
      39

	
      
       
	
      
      
      12.1.
	
      
      Acceleration
	
      
      39

	
      
       
	
      
      
      12.2.
	
      
      Other Remedies
	
      
      40

	
      
       
	
      
      
      12.3.
	
      
      Rescission
	
      
      40

	
      
       
	
      
      
      12.4.
	
      
      No Waivers or Election of Remedies,
      Expenses, Etc.
	
      
      41

	
      
      13.
	
      
      Registration; Exchange; Substitution of
      Notes
	
      
      41

	
      
       
	
      
      13.1
	
      
      Registration of Notes
	
      
      41

	
      
       
	
      
      
      13.2.
	
      
      Transfer and exchange of Notes
	
      
      41

	
      
       
	
      
      
      13.3.
	
      
      Replacement of Notes
	
      
      42

	
      
      14.
	
      
      Payments on Notes.
	
      
      42

	
      
       
	
      
      
      14.1.
	
      
      Place of Payment
	
      
      42

	
      
       
	
      
      
      14.2.
	
      
      Home Office Payment
	
      
      42

	
      
      15.
	
      
      Expenses, Etc.
	
      
      43

	
      
       
	
      
      
      15.1.
	
      
      Transaction Expenses
	
      
      43

	
      
       
	
      
      
      15.2.
	
      
      Survival
	
      
      43

	
      
      16.
	
      
      Survival of Representations and
      Warranties; Entire Agreements
	
      
      43

	
      
      17.
	
      
      Amendment and Waiver
	
      
      44

	
      
       
	
      
      
      17.1.
	
      
      Requirements
	
      
      44

	
      
       
	
      
      
      17.2.
	
      
      Solicitation of Holders
	
      
      44

	
      
       
	
      
      
      17.3.
	
      
      Binding Effect, Etc.
	
      
      44

	
      
       
	
      
      
      17.4.
	
      
      Notes held by Company, Etc.
	
      
      45

	
      
      18.
	
      
      Notices.
	
      
      45

	
      
      19.
	
      
      Reproduction of Documents.
	
      
      45

	
      
      20.
	
      
      Confidential Information.
	
      
      46

	
      
      21.
	
      
      Substitution of Purchaser.
	
      
      47

	
      
      22.
	
      
      Miscellaneous.
	
      
      47

	
      
       
	
      
      
      22.1.
	
      
      Successors and Assigns
	
      
      47

	
      
       
	
      
      
      22.2.
	
      
      Payments Due on Non-Business Days
	
      
      47

	
      
       
	
      
      
      22.3.
	
      
      Severability
	
      
      48

	
      
       
	
      
      
      22.4.
	
      
      Construction
	
      
      48

	
      
       
	
      
      
      22.5.
	
      
      Counterparts
	
      
      48

	
      
       
	
      
      
      22.6.
	
      
      Governing Law/Submission to
      Jurisdiction/Waiver of Jury
	
      
      48

	
      
       
	
      
      
      22.7.
	
      
      Capitalized Terms/Interpretation
	
      
      49



  
   

  	
      
      
      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 5.22
	
      
      
      Inventory

	
      
      
      SCHEDULE 10.1
	
      
      
      Affiliate Transactions

	
      
      
      SCHEDULE 10.2
	
      
      
      Borrowed Money

	
      
      
      SCHEDULE 10.4
	
      
      
      Permitted Liens

	
      
      
      SCHEDULE 10.8
	
      
      
      Permitted Investments



  
    

  	
      
      
      EXHIBIT 1  
	
      
      Form
      of 5.75% Senior Note due June 17, 2011

	
      
      
      EXHIBIT 2
	
      
      Form
      of Notice of Issuance

	
      
      
      EXHIBIT 4.5(a)
	
      
      Form
      of Opinion of Special Counsel for the Company

	
      
      EXHIBIT B-1
	
      
      Form of Guaranty Agreement

	
      
      EXHIBIT B-2
	
      
      Form of Security Agreement



    

  
  
  GIBRALTAR STEEL CORPORATION

  
  OF
  NEW YORK

  
  3556
  Lakeshore Road

  
  Buffalo,
  New York 14219

  
   

  
   

  
  5.75%
  Senior Secured Notes due June 17, 2011

  
   

  
   

  
   

  
  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 June 18, 2004 (as
  amended and in effect on the date hereof, the "Original Note Agreement"),
  pursuant to which Purchasers have purchased or agreed to purchase 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.                 
  Authorization of
  Notes.

  
  The Company has authorized the
  issue and sale of $75,000,000 aggregate principal amount (as reduced by the
  amount of the Final Subsequent Notes if the purchase and sale thereof is
  cancelled pursuant to Section 2F(2), "Maximum
  Amount") of its 5.75% Senior Secured Notes due June 17, 2011 (the
  
  "Notes",
  such term to include any such notes issued in substitution therefor pursuant
  to Section 13 of this Agreement).  Pursuant to the Original Note Agreements,
  Notes in the following principal amounts were issued on the following dates:

  	
      
        
        
        Principal Amount


      	
      
        
        
        Issuance Date


      
	
      
      $25,000,000
	
      
      June 18, 2004

	
      
      $20,000,000
	
      
      October 27, 2004

	
      
      $10,000,000
	
      
      November 8, 2004

	
      
        
        
        $10,000,000


      	
      
      January 18, 2005

	
      
        
        
        $65,000,000


      	
      
       



  
  The
  $65,000,000 in aggregate principal amount of Notes issued by Company to
  Purchasers pursuant to the Original Note Agreement shall remain outstanding
  pursuant to this Agreement.

  
  Pursuant to this Agreement Purchasers may
  issue and sell an additional $10,000,000 aggregate principal amount of Notes.
   The Notes are and shall be substantially in the form set out in Exhibit 1,
  with such changes therefrom, if any, as may be approved by you
  and the Company.

  2.    Sale and
  Purchase of Notes.

  
             
  2A.      Facility.  Subject to the terms and
  conditions hereof, Purchasers agree to purchase additional Notes pursuant to
  this Agreement (such additional Notes, the "Final
  Subsequent Notes") in an aggregate amount (i.e., $10,000,000) such
  that the aggregate principal amount of Notes (including Final Subsequent
  Notes) outstanding will not exceed the Maximum Amount, and as to each
  Purchaser the aggregate principal amount specified opposite its name on 
  Schedule A.  Purchasers' agreements to purchase Notes under the Original
  Note Agreement and hereunder are collectively referred to herein as the "Facility".

  
             
  2B.       Issuance Period.  Final
  Subsequent Notes may be issued and sold pursuant to this Agreement, on a pro
  rata basis as among Purchasers, during the period commencing on the date of
  this Agreement and ending on September 14, 2005 ("Issuance
  Period").

  
             
  2C.      Notice of Issuance.  The Company will
  during the Issuance Period deliver a notice of issuance with respect to the Final
  Subsequent Notes (such request being the "Notice
  of Issuance").  The Notice of Issuance shall be delivered to
  Prudential by telecopier and shall (i) specify the use of proceeds of the
  Final Subsequent Note, (ii) specify the closing day for such Notes which shall
  be a Business Day during the Issuance Period not less than twenty (20) days
  and not more than thirty (30) days after the date of the Notice of Issuance,
  (iii) specify the number of the account and the name and address of the
  depository institution to which the purchase prices of such Notes are to be
  transferred on the Closing Day for such purchase and sale, (iv) certify that
  the representations and warranties contained in paragraph 5 are true and
  correct as of the date of the Notice of Issuance (or, if any such
  representation or warranty is expressly stated to have been made as of a
  specific date, as of such specific date) except to the extent of changes
  caused by the transactions herein contemplated and that there exists on the
  date of the Notice of Issuance no Event of Default or Default, and (v) be
  substantially in the form of Exhibit 2 attached hereto.  The Notice of
  Issuance shall be in writing and shall be deemed made when received by
  Prudential.

  
             
  2D.      Receipt of Notice of Issuance.  Upon
  receipt of the Notice of Issuance from the Company, Prudential shall provide a
  copy thereof to each of the Purchasers.  Subject to the terms and conditions
  hereof, Company agrees to sell to each Purchaser, and each Purchaser agrees to
  purchase from the Company, on a pro rata basis, the Final
  Subsequent Notes on the Closing Day for such Notes.

  
              2E(1)   Closing.  Not later than
  11:30 A.M. (New York City local time) on the Closing Day for the Final
  Subsequent Notes, the Company will deliver to each Purchaser at the offices of
  King & Spalding, LLP, 1185 Avenue of the Americas, New York, New York 10036
  (or at such other address as any Purchaser shall specify) the Final Subsequent
  Notes to be purchased by such Purchaser on such Closing Day in the form of one
  or more Notes in authorized denominations as such Purchaser may request for
  the Notes to be purchased on such Closing Day, dated the Closing Day and
  registered in such Purchaser's name (or in the name of its nominee), against
  payment of the purchase price thereof by transfer of immediately available
  funds for credit to the Company's account specified in the Notice of Issuance.

  
              2E(2)   Rescheduled
  Closing.  If the Company fails to tender to any Purchaser the Final Subsequent
  Notes to be purchased by such Purchaser on the scheduled Closing Day for such
  Final Subsequent Notes as provided above in this Section 2E, or any of the
  conditions specified in Section 4 shall not have been fulfilled by the time
  required on such scheduled Closing Day, the Company shall, prior to 1:00 P.M.,
  New York City local time, on such scheduled Closing Day notify such Purchaser
  in writing whether (x) such closing is to be rescheduled (such rescheduled
  date to be a Business Day during the Issuance Period not less than one (1)
  Business Day and not more than thirty (30) Business Days after such scheduled
  Closing Day (the "Rescheduled Closing Day"))
  and certify to Purchaser that the Company reasonably believes that it will be
  able to comply with the conditions set forth in Section 4 on such Rescheduled
  Closing Day (and, if applicable, that the Company will pay the applicable
  Delayed Delivery Fee in accordance with Section 2F(1)) or (y) such closing is
  to be canceled as provided in Section 2F(2).  In the event that the Company
  shall fail to give such notice referred to in the preceding sentence,
  Purchaser may at its election, at any time after 1:00 P.M., New York City
  local time, on such scheduled Closing Day, notify the Company in writing that
  such closing is to be canceled as provided in paragraph 2F(2).  The Company
  may elect to reschedule a closing with respect to the Final Subsequent Notes
  on more than one occasion so long as the closing occurs within the Issuance
  Period.

  
             
  2F.       Fees Payable with respect to the
  Final Subsequent Notes.

  
                  2F(1)   Delayed
  Delivery Fee.  If the closing of the purchase and sale of the Final Subsequent
  Notes is delayed for any reason (other than solely as a result of the failure
  of a Purchaser to timely pay the applicable purchase price if all conditions
  of such purchase have been timely satisfied) beyond the last day of the
  Issuance Period, the Company will pay to each Purchaser (in accordance with
  such Purchaser's pro rata share of such Notes) on the applicable Rescheduled
  Closing Day (if any) or Cancellation Day, the applicable Delayed Delivery
  Fee.  In no case shall the applicable Delayed Delivery Fee be less than zero,
  and the applicable Delayed Delivery Fee will be recalculated relative to each
  delay of the Closing Day for the Final Subsequent Notes.  Nothing contained
  herein shall obligate any Purchaser to purchase any Final Subsequent Note on
  any day other than the Closing Day or Rescheduled Closing Day for such Notes,
  as the same may be rescheduled from time to time in compliance with paragraph
  2E, or to allow any Rescheduled Closing Date to occur after the expiration of
  the Issuance Period.

  
     
              2F(2)   Cancellation Fee.  If the
  Company fails to deliver to Prudential the Notice of Issuance during the
  Issuance Period or at any time notifies Prudential in writing that the Company
  is canceling the closing of the purchase and sale of the Final
  Subsequent Notes, or if Prudential notifies the Company in writing under the
  circumstances set forth in the penultimate sentence of paragraph 2(E)(2) that
  the closing of the purchase and sale of such Notes is to be canceled, or if
  the Facility is cancelled pursuant to Section 12.1 or if the closing of the
  purchase and sale of the Final Subsequent Notes is not consummated on or prior
  to the last day of the Issuance Period applicable thereto (the date of any
  such notification, any cancellation of the Facility pursuant to Section 12.1
  or the last day of the Issuance Period, as the case may be, being the "Cancellation
  Date"), the Company will promptly pay to each Purchaser (in
  accordance with such Purchaser's pro rata portion of the Final Subsequent
  Notes) in immediately available funds the Cancellation Fee.

  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    Certain Documents.

  
     
  Purchasers shall have received the following
  each dated the date of this Agreement unless otherwise indicated:

         
  (a)        the Guaranty Agreements;

        (b)       
  the Security Agreements; and

        (c)       
  the Intercreditor Agreement.

     
  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, the Company and each
  Subsidiary Guarantor 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, 10.7 or 10.8 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 as of 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, the Company and each Subsidiary Guarantor 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, the Company and each Subsidiary Guarantor 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 as of
  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 have 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 15.1, 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   Evidence of Per4fection and Priority of Security Interests.

  
         
  You shall have received copies of all filing
  receipts or acknowledgments issued by any governmental authority to evidence
  any filing or recordation necessary to perfect the Security Interests of
  Collateral Agent on behalf of the Secured Lender Group in the Collateral and
  evidence in form satisfactory to you that such Liens constitute valid and
  perfected Security Interests, and that there are no other Liens upon any
  Collateral except for Permitted Encumbrances.

     
  3.10    2002 Note
  Agreement; Subordinated Note Agreement.

  
         
  On or prior to the date hereof, the 2002 Note
  Agreement and the Subordinated 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.

     
  3.11    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 $45,000 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.   
  Conditions to Closing of issuance of final subsequent notes.

  
         
  The obligation of any Purchaser to purchase
  and pay for the Final Subsequent Notes to be sold to Purchasers on the Closing
  Day for such Notes is subject to the fulfillment to such Purchaser's
  satisfaction, prior to or at such Closing Day, of the following conditions:

     
  4.1    Certain Documents.

  
         
  Such Purchaser shall have received the
  following each dated such Closing Day unless otherwise indicated:

             
  (a)    the Final Subsequent Notes to be
  purchased by such Purchaser on such Closing Day; and

             
  (b)    on such Closing Day, reaffirmations of
  the Guaranty Agreements, in form and substance satisfactory to each Purchaser.

      4.2   
  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 when made and on such Closing Day.

     
  4.3    Performance; 
  No Default.

  
         
  Each of Parent, the Company and each
  Subsidiary Guarantor 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 such Closing Day and after giving effect to the issue and sale of the
  Final Subsequent Notes on such Closing Day (and the application of the
  proceeds thereof as contemplated by Section 5.14) 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, 10.7 or 10.8 hereof had
  such Sections applied since such date.

     
  4.4    Certificatees.

             
  (a)    Officer's Certificate. 
  Parent and the Company shall have delivered to you an Officer's Certificate,
  dated as of such Closing Day, certifying that the conditions specified in
  Sections 4.2, 4.3 and 4.9 have been fulfilled.

             
  (b)    Secretary's Certificate.  On such
  Closing Day, each of Parent, the Company and each Subsidiary Guarantor 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 (and attaching copies
  of such constituent documents or, in the case of each such certificate
  delivered subsequent to the date of this Agreement, in lieu of attaching
  copies, certifying that there have been no changes to the constituent
  documents since the date of this Agreement).

             
  (c)    Good Standing Certificates.  On such
  Closing Day, each of Parent, the Company and each Subsidiary Guarantor 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.

      4.5   
  Opinions of Counsel.

  
         
  On such Closing Day, you shall have received
  opinions in form and substance satisfactory to you, dated such Closing Day (a)
  from Lippes, Silverstein, 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.

     
  4.6    Purchase Permitted by Applicable Law, Etc.

  
         
  On such Closing Day your purchase of Notes
  shall (i) be permitted by the laws and regulations of each jurisdiction to
  which you are subject, without recourse to provisions (such as Section
  1405(a)(8) of the New York Insurance Law) permitting limited investments by
  insurance companies without restriction as to the character of the particular
  investment, (ii) not violate any applicable law or regulation (including,
  without limitation, Regulation T or X of the Board of Governors of the Federal
  Reserve System) and (iii) not subject you to any tax, penalty or liability
  under or pursuant to any applicable law or regulation, which law or regulation
  was not in effect on the date hereof.  If requested by you, you shall have
  received an Officer's Certificate certifying as to such matters of fact as you
  may reasonably specify to enable you to determine whether such purchase is so
  permitted.

     
  4.7    Credit Agreement.

  
  
         
  As of such Closing
  Day, none of the Credit Agreement (including all Exhibits and Schedules
  thereto) or any documents executed in connection therewith shall have been
  amended or supplemented, nor shall have any of the provisions thereof have
  been waived except pursuant to a written agreement or instrument which has
  been consented to by each of the Holders in writing.

  
      4.8    Payment
  of Special Counsel Fees.

  
         
  Without limiting the provisions of
  Section 15.1, the Company shall have paid on or before such Closing Day the
  reasonable fees, charges and disbursements of your special counsel referred to
  in Section 4.5 to the extent reflected in a statement of such counsel rendered
  to the Company at least one Business Day prior to such Closing Day.

     
  4.9     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.

      4.10   
  Evidence of Perfection and Priority of Security Interests

  
         
  You shall have received copies of all filing
  receipts or acknowledgments issued by any governmental authority to evidence
  any filing or recordation necessary to perfect the Security Interests of
  Collateral Agent on behalf of the Secured Lender Group in the Collateral and
  evidence in form satisfactory to you that such Liens constitute valid and
  perfected Security Interests, and that there are no other Liens upon any
  Collateral except for Permitted Encumbrances.

      4.11   
  Proceedings and Documents.

  
         
  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.

  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, the Company and each
  Subsidiary Guarantor, and each Related Document constitutes a legal, valid and
  binding obligation of Parent, the Company and each Subsidiary Guarantor, 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; Affiliate.

          
  (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, the Company or
  any Subsidiary Guarantor 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,
  the Company or any Subsidiary Guarantor 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 and will apply the proceeds of
  the sale of the Notes for general corporate purposes.  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 10.4.

  
  
      5.16.       
  Foreign Assets
  Control Regulations, Etc.

  
         
  Neither the sale of the Notes by the Company
  under the Original Note Agreement or hereunder nor its use of the proceeds
  thereof has or will violate 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.       
  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.       
  Inventory
  Locations.

  
         
  Neither Parent, the Company nor any
  Subsidiaries has Inventory at any location in an aggregate in excess of
  $1,000,000 value at cost, other than the locations set forth in Schedule 5.22
  attached hereto and made a part hereof.

  
  
      5.23.       
  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.

  
  
      5.24.       
  Solvency.

  
         
  As of each of the date hereof and the Closing
  Day for the Final Subsequent Notes and after giving the effect to the
  transactions contemplated hereunder and, as applicable, under the Credit
  Agreement, on each such date, and to any other Indebtedness being incurred on
  each such date in connection therewith (a) the amount of the "present fair
  salable value" of the assets of the Parent and the Company will, as of such
  date, exceed the amount of all "liabilities of the 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 the Parent and the Company will, as of each such date, be greater than the
  amount that will be required to pay the liability of the Parent and the
  Company on its debts as such debts become absolute and matured, (c) the Parent
  and the Company will not have, as of each such date, an unreasonably small
  amount of capital with which to conduct their business, and (d) the Parent and
  the Company will be able to pay its debts as they mature.  For purposes of
  this Section 5.24, "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.

  
  
      5.25.       
  Company and
  Subsidiary Guarantors.

  
         
  The Company and the Subsidiary Guarantors are
  operated as part of one consolidated business entity and are directly
  dependent upon each other for and in connection with their respective business
  activities and their respective financial resources.  Parent and the
  Subsidiary Guarantors have received and will receive a direct economic and
  financial benefit from the Indebtedness incurred under the Original Note
  Agreement and this Agreement by the Company, and the incurrence of such
  Indebtedness was and is in the best interests of Parent and each of the
  Subsidiary Guarantors.

  
  
  6.                 
  Representations
  of each Purchaser.

  
  
      6.1.           
  Purchase for
  Investment.

  
         
  You represent that you have purchased and will
  purchase 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 or to be used by you to pay the purchase price of the Notes purchased by
  you under the Original Note Agreement or to be purchased by you hereunder:

  
  (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 10.7 and 10.13 through 10.16, 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.

  
         
  The Company may, at its option, upon notice as
  provided below, prepay at any time after the issuance and sale of the
  Final Subsequent Notes hereunder or the cancellation of the closing of the
  purchase and sale of the Final Subsequent Notes and the payment of the
  Cancellation Fee, 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.

  
  (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.           
  Offer
  to Prepay Notes in the Event of a Receipt of
  certain Cash Proceeds of Events of Loss.

  
  (a)               
  Notice of
  Receipt of Cash Proceeds.  If during any fiscal year of Parent and
  the Company, Parent and its Subsidiaries have received cumulative cash
  proceeds during such fiscal year from one or more Events of Loss of more than
  5% of Parent's Consolidated Net Worth and such proceeds are not used by Parent
  and its Subsidiaries to rebuild, repair or reconstruct the property destroyed
  or damaged, the Company shall promptly give written notice of such receipt to
  each Holder.  Such notice shall contain and constitute an offer to prepay the
  Notes as described in clause (b) and shall be accompanied by the certificate
  described in clause (e) hereof.

  
  (b)              
  Offer to
  Prepay Notes.  The offer to prepay Notes contemplated by the
  foregoing clause (a) shall be an offer to prepay, in accordance with and
  subject to this Section 8.6, the Notes held by Holders (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 and in an amount equal to Holders' Share of the cash
  proceeds received by Parent and its Subsidiaries (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).

  
  (c)               
  Rejection,
  Acceptance.  A Holder may accept the offer to prepay made pursuant
  to this Section 8.6 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 (a).  A failure by a Holder to respond to an offer to prepay made
  pursuant to this Section 8.6 within such 60-day period shall be deemed to
  constitute an acceptance of such offer by such Holder.

  
  (d)              
  Prepayment. 
  Prepayment of the Notes to be prepaid pursuant to this Section 8.6 shall be
  accompanied by the Make-Whole Amount determined for the Proposed Prepayment
  Date with respect to the principal amount to be prepaid.  The prepayment shall
  be made on the Proposed Prepayment Date.

  
  (e)               
  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 8.6; (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) a computation of the Make-Whole
  Amount due in connection with such prepayment and (vi) that the conditions of
  this Section 8.6 have been fulfilled.

  
  
      8.7.           
  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 8.6 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, 0.50% 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.

  
  (a)               
  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.

  
  (b)              
  It will and will cause each of its Subsidiaries
  that is a Subsidiary Guarantor to, at all times keep their respective property
  that is subject to the Lien of any of the Security Documents insured in favor
  of the Collateral Agent, and all policies or certificates (or certified copies
  thereof) with respect to such insurance (and any other insurance maintained by
  Parent, the Company or any such Subsidiary) (i) shall be endorsed to the
  Collateral Agent's satisfaction for the benefit of the Collateral Agent
  (including, without limitation, by naming the Collateral Agent as an
  additional loss payee (with respect to Collateral) or, to the extent permitted
  by applicable law, as an additional insured as its interests may appear), (ii)
  shall state that such insurance policies shall not be canceled, reduced or
  expired without 30 days' prior written notice thereof (or 10 days' prior
  written notice in the case of cancellation for the nonpayment of premiums) by
  the respective insurer to the Collateral Agent, (iii) shall provide that the
  respective insurers irrevocably waive any and all rights of subrogation with
  respect to the Secured Lender Group, (iv) shall in the case of any such
  certificates or endorsements in favor of the Collateral Agent, be delivered to
  or deposited with the Collateral Agent, and (v) shall provide that the
  interests of the Collateral Agent shall not be invalidated by an act or
  negligence of Parent, the Company or any Subsidiary or any person having an
  interest in any facility owned, leased or used by Parent, the Company or any
  Subsidiary nor by occupancy or use of any facility owned, leased or used by
  Parent, the Company  or any Subsidiary for purposes more hazardous than
  permitted by such policy nor by any foreclosure or other proceedings relating
  to any facility owned, leased or used by Parent, the Company or any
  Subsidiary.  Parent shall deliver to the Collateral Agent contemporaneously
  with the expiration or replacement of any policy of insurance required to be
  maintained by this Agreement a certificate as to the new or renewal policy.

  
  
      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 Section 10.7, 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 10.7) 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 any
  enabling legislation or other Executive Orders in respect thereof.

  
  
      9.8.           
  Covenant to
  Secure Note Equally.

  
         
  If it or any Subsidiary shall create or assume
  any Lien upon any of its property or assets, whether now owned or hereafter
  acquired, other than Liens permitted by the provisions of Section 10.4 (unless
  prior written consent to the creation or assumption thereof shall have been
  obtained pursuant to Section 17.1), 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 Indebtedness thereby secured so long as any such other
  Indebtedness shall be so secured.

  
  
      9.9.           
  Guaranteed
  Obligations.

  
         
  If, at any time, after the date hereof, it or
  any of its Subsidiaries incurs or permits to exist any Indebtedness of Parent
  or the Company or other obligation 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 10.3, 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.

  
  
     
  9.10.       
  
  Most Favored
  Covenant Status.  If Parent, the Company or any Subsidiary
  Guarantor at any time after the date hereof, issues or guarantees any
  Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if
  any, that Parent, the Company or such Subsidiary Guarantor is permitted to do
  so under Section 10.2 or Section 10.3 hereof, as applicable) pursuant to a
  loan agreement, credit agreement, note purchase agreement, indenture, guaranty
  or other similar instrument, which agreement, indenture, guaranty or
  instrument includes affirmative or negative business or financial covenants
  (or any events of default or other type of restriction that would have the
  practical effect of any affirmative or negative business or financial
  covenant, including, without limitation, any "put" or mandatory prepayment of
  such indebtedness upon the occurrence of a "change of control") that are
  applicable to Parent, the Company or any Subsidiary Guarantor, other than
  those set forth herein, Parent shall promptly so notify Holders.  If Required
  Holders shall so notify Parent in writing (after a determination has been made
  by Required Holders that any of the above-referenced documents or instruments
  contain any such provisions, that either individually or in the aggregate, are
  more favorable to the holders of such unsecured Indebtedness than any
  corresponding provisions set forth herein), this Agreement shall be deemed to
  be amended to incorporate some or all of such provisions, in the discretion of
  the Required Holders into this Agreement, as specified in the notice by
  Required Holders to Parent, all at the election of the Required Holders.  Any
  such amendments shall be deemed effective as of the date of Parent's receipt
  of such notice from Required Holders, without requirement of any
  acknowledgment or acceptance by Parent or the Company; provided, 
  however, that if Required Holders so request Purchaser and the Company
  shall join with Holders in the execution of such amendment to this Agreement
  as Required Holders deem appropriate in connection with any such notice.

  
  
      9.11.       
  Senior Debt. 
  Parent and the Company will at all times ensure that (i) the claims of the
  Holders in respect of the Notes and the Guaranties or any of them will not be
  subordinate to, and will in all respects rank senior to the claims of every
  unsecured creditor of Parent, the Company or any Subsidiary, and (ii) any
  Indebtedness of Parent, the Company or any Subsidiary that is subordinated in
  any manner to the claims of any other creditor of such Person will be
  subordinated in like manner to such claims of Holders.

  
  
      9.12.       
  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.

  
  
      9.13.       
  Certain
  Subsidiaries to Join in Subsidiary Guaranty.

  
  (a)               
  In the event that any time after the date hereof
  (x) Parent or the Company creates, holds, acquires or at any time has any
  Subsidiary (other than the Excluded Subsidiaries and other than a Foreign
  Subsidiary as to which Section 9.13(b) applies) that is not a party to the
  Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be
  continuing and Parent or the Company has any Subsidiary that is not a party to
  the Subsidiary Guaranty, Parent and the Company will immediately, but in any
  event within 5 Business Days, notify the Holders in writing of such event,
  identifying the Subsidiary in question and referring specifically to the
  rights of Holders under this Section.  Parent and the Company will, within 15
  days following request therefor from Required Holders, cause such Subsidiary
  to deliver to Prudential in sufficient quantities for Holders a joinder
  supplement, reasonably satisfactory in form and substance to the Holders, duly
  executed by such Subsidiary, pursuant to which such Subsidiary joins in the
  Subsidiary Guaranty as a guarantor thereunder, and (ii) if such Subsidiary is
  a corporation, resolutions of the Board of Directors of such Subsidiary,
  certified by the Secretary or an Assistant Secretary of such Subsidiary as
  duly adopted and in full force and effect, authorizing the execution and
  delivery of such joinder supplement, or if such Subsidiary is not a
  corporation, such other evidence of the authority of such Subsidiary to
  execute such joinder supplement as Required Holders may reasonably request.

  
  (b)              
  Notwithstanding the foregoing or the provisions of
  Section 9.14 hereof, neither Parent nor the Company shall, unless an Event of
  Default shall have occurred and be continuing, be required to pledge (or cause
  to be pledged) more than 65% of the stock or other equity interests in any
  first tier Foreign Subsidiary, or any of the Stock or other equity interests
  in any other Foreign Subsidiary, or to cause a Foreign Subsidiary to join the
  Subsidiary Guaranty or to become a party to the Security Agreement or any
  other Security Document, if (i) to do so would subject such Parent or the
  Company to liability for additional United States income taxes by virtue of
  Section 956 of the Code in an amount Parent or the Company considers material,
  and (ii) Parent provides the Holders with documentation, including
  computations prepared by Parent's internal tax officer, its independent
  accountants or tax counsel, reasonably acceptable to Required Holders in
  support thereof.

  
  
      9.14.       
  Additional
  Security; Further Assurances.

  
  (a)    In the event that at any time after the date
  hereof,

          (i)                 
  Parent, the Company or any Subsidiary acquires, or
  a Person that has become a Subsidiary owns or holds, an interest in assets,
  stock, securities or any other property or interest, located in the United
  States or arising out of business conducted in or from the United States, that
  is not at the time included in the Collateral and is not subject to a
  Permitted Lien securing Indebtedness, such Parent and the Company will notify
  Holders in writing of such event, identifying the property or interests in
  question and referring specifically to the rights of Holders under this
  Section; or

          (ii)               
  an Event of Default shall have occurred and be
  continuing and Parent, the Company or any Subsidiary at any time owns or holds
  an interest in any assets, stock, securities or any other property or
  interest, located within or outside of the United States or arising out of
  business conducted from any location within or outside the United States, that
  is not at the time included in the Collateral and is not subject to a
  Permitted Lien securing Indebtedness;

  
  subject
  to Section 9.13(b) hereof, Parent or the Company will, or will cause such
  Subsidiary to, within 30 days, grant the Collateral Agent for the benefit of
  the Company Secured Lender Group security interests pursuant to an additional
  Security Agreement or joinder in any existing Security Agreement in such
  assets, interests or properties of Parent, the Company or any Subsidiary or
  any Subsidiary, subject to obtaining any required consents from third
  parties (including third party lessors and co-venturers) necessary to be
  obtained for the granting of a Lien on the interests or assets involved with
  the Parent hereby agreeing to use best efforts to obtain such consents).

   (b)    
  Each Security Agreement (i) shall be granted
  pursuant to documentation reasonably satisfactory in form and substance to
  Required Holders, and other supporting documentation requested by and
  reasonably satisfactory in form and substance to Required Holders; and (ii)
  shall constitute a valid and enforceable perfected Lien upon the interests or
  properties so included in the Collateral, superior to and prior to the rights
  of all third persons and subject to no other Liens except Permitted Liens or
  otherwise agreed by Required Holders at the time of perfection thereof.  The
  Parent and the Company, at their sole cost and expense, will cause each
  additional Security Agreement or instruments related thereto to be duly
  recorded or filed in such manner and in such places as are required by law to
  establish, perfect, preserve and protect the Liens created thereby required to
  be granted pursuant to the additional Security Agreement and will pay or cause
  to be paid in full all taxes, fees and other charges payable in connection
  therewith.  Furthermore, Parent and the Company shall cause to be delivered to
  the Collateral Agent such opinions of local counsel, appraisals, title
  insurance, surveys, environmental assessments, consents of landlords, lien
  waivers from landlords or mortgagees and other related documents as may be
  reasonably requested by Required Holders in connection with the execution,
  delivery and recording of any additional Security Agreement, all of which
  documents shall be in form and substance reasonably satisfactory to the
  Collateral Agent.

  
  (c)    The Borrowers will, and will cause each of their
  Subsidiaries to, at the expense of the Borrowers, make, execute, endorse,
  acknowledge, file and/or deliver to the Collateral Agent from time to time
  such conveyances, financing statements, transfer endorsements, powers of
  attorney, certificates, and other assurances or instruments and take such
  further steps relating to the Collateral covered by any of the Security
  Documents as the Required Holders may reasonably require.

  
  (d)    From time to time, each of Parent,
  the Company and each Subsidiary Guarantor shall promptly take such action and
  execute and deliver to you such additional documents, instruments,
  certificates, and agreements as the Required Holders may reasonably request
  from time to time to effectuate the purposes of the Related Documents,
  including perfection by Collateral Agent on behalf of the Secured Lender Group
  of a security interest in any Commercial Tort Claim or Letter of Credit Right
  and maintenance of the perfected status of the Security Interest at all times.

  
  
  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 10.10.

  
  
      10.2.       
  Borrowed Money.

  
         
  It will not, and will not permit any Subsidiary
  to, create, incur or suffer to exist or assume any Indebtedness for money
  borrowed, directly or indirectly, other than

  (i)    Subordinated Debt;

  (ii)    existing Indebtedness and accommodations for
  Indebtedness as set forth on Schedule 10.2 hereto;

  
  (iii)    Indebtedness under this Agreement,  the 2002 Note
  Agreement and the Subordinated Note Agreement;

  (iv)    Indebtedness in connection with the Credit
  Agreement;

  (v)    Capital Lease Obligations and other Indebtedness
  secured by Liens permitted pursuant to clause (vi) of Section 10.4;

  (vi)    Indebtedness of the Parent, the Company and their
  Subsidiaries under Hedge Agreements;

  (vii)    any Guaranties permitted by Section 10.3; and

  
  (viii)    other unsecured Indebtedness of the Company to the
  extent not permitted by any of the foregoing clauses provided that
  at the time of any incurrence thereof after the date hereof, and after
  giving effect thereto, Parent and the Company would be in compliance with the
  financial covenants set forth in Sections 10.13 through 10.16 and no Default
  or Event of Default shall have occurred and be continuing or would result
  therefrom.

  
  
      10.3.       
  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 Notes and this
  Agreement and under the 2002 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.

  
  
      10.4.       
  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 10.4, (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.  Neither Parent nor the Company has
  entered, and so long as this Agreement is in effect it will not enter, into
  any covenant or agreement with any other Person that prohibits the granting or
  existence of a Lien in the personal or real property of Parent or the Company
  or any Subsidiary in favor of the Collateral Agent, as collateral agent and
  for the benefit of the Secured Lender Group.

  
  
      10.5.       
  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.

  
  
      10.6.       
  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.

  
  
      10.7.       
  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 Subsidiary Guarantor,
  provided that the surviving or continuing or resulting corporation is a
  Subsidiary Guarantor; and (iii) the transfer or other disposition of any
  property by  any Subsidiary Guarantor to the Company or any other Subsidiary
  Guarantor;

  
  (b)              
  Acquisitions.  Parent, the Company or any
  Subsidiary Guarantor 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 10.8.

  
  
      10.8.       
  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 any 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 10.8 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 Guarantor;

  
  (i)                 
  intercompany loans and advances made by the Parent
  or the Company from time to time to each other or 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 10.7;

  
  (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 10.7.

  
  
      10.9.       
  Subsidiaries.

  
         
  It will not acquire, organize or cause to exist
  any Subsidiaries except if Parent, the Company and such Subsidiary have
  complied with the requirements of Section 9.13.

  
  
      10.10.   
  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.

  
  
      10.11.   
  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.

  
  
      10.12.   
  [Intentionally Not Used

  
  
      10.13.   
  Interest Coverage
  Ratio.

  
         
  Parent and the Company will not at any time
  permit the Interest Coverage Ratio to be less than 3.00 to 1.00.

  
  
      10.14.   
  Consolidated Net
  Worth.

  
         
  Parent and the Company will not permit the
  Consolidated Net Worth  as of the end of any fiscal quarter of Parent and the
  Company to be less than $200,000,000 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 10.14).  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.

  
  
      10.15.   
  Senior Funded
  Debt/EBITDA.

  
         
  Parent and the Company will not at any time
  permit, the Senior Funded Debt to EBITDA Ratio to exceed 3.25 to 1.00.

  
  
      10.16.   
  Total Funded
  Debt/EBITDA.

  
         
  Parent and the Company will not at any time
  permit the Total Funded Debt to EBITDA Ratio to exceed 3.75 to 1.00.

  
  
      10.17.   
  Optional Payments
  of Subordinated Debt.

  
         
  Parent and the Company will not, and will not
  permit any Subsidiary to, make any optional payment of principal of or
  interest on any Subordinated Debt.

  
  
      10.18.   
  Prepayments and
  Refinancings of Other Debt, Etc.  Parent and the Company will not,
  and will not permit any Subsidiary to, make (or give any notice in respect
  thereof) any voluntary or optional payment or prepayment or redemption or
  acquisition for value of (including, without limitation, by way of depositing
  with the trustee with respect thereto money or securities before due for the
  purpose of paying when due) or exchange of, or refinance or refund, any
  Indebtedness of the Parent, the Company or any Subsidiary that has an
  outstanding principal balance (or Capitalized Lease Obligation, in the case of
  a Capital Lease, or present value, based on the implicit interest rate, in the
  case of a Synthetic Lease), greater than $5,000,000 (other than the
  Indebtedness outstanding under the Credit Agreement, the Notes, the "Notes"
  (as defined in the 2002 Note Agreement) and intercompany loans and advances
  among a the Parent or the Company and its Subsidiaries); provided that the
  Parent, the Company or any Subsidiary may refinance or refund any such
  Indebtedness if the aggregate principal amount thereof (or Capitalized Lease
  Obligation, in the case of a Capital Lease, or present value, based on the
  implicit interest rate, in the case of a Synthetic Lease) is not increased.

  
  
      10.19.   
  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.

  
  
     
  10.20.   
  
  Limitation on
  Certain Restrictive Agreements.  Parent and the Company will not,
  and will not permit any Subsidiary to, directly or indirectly, enter into,
  incur or permit to exist or become effective, any "negative pledge" covenant
  or other agreement restriction or arrangement that prohibits, restricts or
  imposes any condition upon (a) the ability of Parent, the Company or any
  Subsidiary to create, incur or suffer to exist any Lien upon any of its
  property or assets as security for Indebtedness, or (b) the ability of any
  such Subsidiary to pay dividends or any other interest or participation in its
  profits owned by a Parent, the Company or any Subsidiary or pay any
  Indebtedness owed to Parent, the Company or a Subsidiary,  or to make loans or
  advances to Parent, the Company or Subsidiary, or transfer any of its property
  or assets to Parent, the Company or any Subsidiary, except for such
  restrictions existing under or by reason of (i) applicable law, (ii) this
  Agreement and the Related Documents, (iii) customary provisions restricting
  subletting or assignment of any lease governing a leasehold interest, (iv)
  customary provisions restricting assignment of any licensing agreement entered
  into in the ordinary course of business, (v) customary provisions restricting
  the transfer or further encumbering of assets subject to Liens permitted under
  clause (ii) or (iv) of Section 10.4, (vi) restrictions contained in the
  agreements relating to the Indebtedness set forth on Schedule 10.2_
  hereto as in effect on the  date hereof (and any similar restrictions
  contained in any agreement governing any refinancing or refunding thereof not
  prohibited by this Agreement), (vii) customary restrictions affecting only a
  Subsidiary under any agreement or instrument governing any of the Indebtedness
  of a Subsidiary permitted pursuant to Section 10.2, (viii) restrictions
  affecting any Foreign Subsidiary  under any agreement or instrument governing
  any Indebtedness of such Foreign Subsidiary permitted pursuant to Section
  10.2, and customary restrictions contained in "comfort" letters and guarantees
  of any such Indebtedness, (ix) any document relating to Indebtedness secured
  by a Lien permitted by Section 10.4, insofar as the provisions thereof limit
  grants of junior liens on the assets securing such Indebtedness, and (x) any
  Operating Lease or Capital Lease, insofar as the provisions thereof limit
  grants of a security interest in, or other assignments of, the related
  leasehold interest to any other Person.

  
  
      10.21.   
  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 90 days; or

  
  (i)                 
  a final judgment or judgments for the payment of
  money aggregating in excess of $10,000,000 are rendered against one or more of
  Parent, the Company and its Subsidiaries (other than any judgment for which it
  is fully insured as acknowledged by the insurance carrier) 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
  $250,000, (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.

  
  (k)              
  any of Parent, the Company or any Subsidiary
  Guarantor shall fail to comply with the terms of any Related Document to which
  it is a party beyond applicable grace periods, if any, specified in such
  Related Document; or

  
  (l)                 
  any of Parent or the Company or any Subsidiary
  Guarantor or any other Person shall disavow or attempt to terminate any or all
  of the Guaranty Agreements or any or all of the Guaranty Agreements shall
  cease to be in full force and effect in whole or in part for any reason
  whatsoever or any of Parent or the Company or any Subsidiary Guarantor shall
  so assert in writing; or

  
  (m)             
  all or any portion of the Security Interest
  granted to the Collateral Agent on behalf of the Secured Lender Group pursuant
  to each Security Agreement shall fail at any time to constitute a first
  priority security interest in or assignment of the collateral described in
  such Security Agreements subject only to Liens permitted thereunder or the
  Security Agreements shall cease to be in full force and effect in whole or in
  part for any reason whatsoever or any of Parent or the Company or any
  Subsidiary Guarantor shall so assert in writing.

  
  
  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 and
  the Facility automatically shall be cancelled, such that the Final Subsequent
  Notes, if not yet issued, will not be issued hereunder and the Cancellation
  Fee 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 and cancel the Facility, such that the Final
  Subsequent Notes, if not yet issued, will not be issued hereunder and the
  Cancellation Fee shall 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 and cancel the
  Facility.

  
         
  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) if the Final Subsequent Notes have not yet been issued,
  the Cancellation Fee, (z) the Make-Whole Amount determined in respect of such
  principal amount and (aa) 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 17, 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.             
  Registration;
  Exchange; Substitution of Notes.

  
  
      13.1.       
  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.

  
  
      13.2.       
  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.

  
  
      13.3.       
  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.

  
  
  14.             
  Payments on Notes.

  
  
      14.1.       
  Place of Payment.

  
         
  Subject to Section 14.2, 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.

  
  
      14.2.       
  Home Office
  Payment.

  
         
  So long as you or your nominee shall be the
  Holder, and notwithstanding anything contained in Section 14.1 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 14.1. 
  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 14.2 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
  14.2.

  
  
  15.             
  Expenses, Etc.

  
  
      15.1.       
  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.

  
  
      15.2.       
  Survival.

  
         
  The obligations of the Company under this
  Section 15 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.

  
  
  16.             
  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.

  
  
  17.             
  Amendment and
  Waiver.

  
  
      17.1.       
  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 21 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, 17 or 20.

  
  
      17.2.       
  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 17 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.

  
  
      17.3.       
  Binding Effect,
  Etc.

  
         
  Any amendment or waiver consented to as
  provided in this Section 17 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.

  
  
      17.4.       
  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.

  
  
  18.             
  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 18 will be deemed
  given only when actually received.

  
  
  19.             
  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 19 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.

  
  
  20.             
  Confidential
  Information.

  
         
  For the purposes of this Section 20,
  "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 20, (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 20), (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 20),
  (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 20 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 20.

  
  
  21.             
  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 21), 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 21), 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.

  
  
  22.             
  Miscellaneous.

  
  
      22.1.       
  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.

  
  
      22.2.       
  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 other 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.

  
  
      22.3.       
  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.

  
  
      22.4.       
  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.

  
  
      22.5.       
  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.

  
  
      22.6.       
  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.

  
  
      22.7.       
  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                                                       
      

	
      
      John
      E. Flint

	
      
      Vice
      President

	
      
       

	
      
       

	
      
      
      GIBRALTAR STEEL CORPORATION OF NEW YORK

	
      
       

	
      
       

	
      
      By                                                       
      

	
      
      John
      E. Flint

	
      
      Vice
      President



  
   

  	
      
       

	
      
      The
      foregoing is hereby

	
      
      
      agreed to as of the

	
      
      date
      thereof.

	
      
       

	
      
      THE
      PRUDENTIAL INSURANCE

	
      
         
      COMPANY OF AMERICA

	
      
       

	
      
       

	
      
      By:
                                                            
      

	
      
      
                  Vice President

	
      
       

	
      
       

	
      
      
      PRUCO LIFE INSURANCE COMPANY

	
      
       

	
      
       

	
      
      By:
                                                            
      

	
      
      
                  Vice President






  
  SCHEDULE
  A

  
   INFORMATION RELATING TO PURCHASERS

   

  	
      
      Name
      and Address of Purchaser
	
      
       
	
      
      
      Aggregate Principal Amount of

      Notes
      to be Purchased

      	
      
       

	
      
       
	
      
       
	
      
       
	
      
       

	
      
      THE PRUDENTIAL INSURANCE COMPANY OF
      AMERICA

      
       
	
      
       
	
      
       
	
      
       

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

      
       

      
      
                JPMorgan Chase Bank

      
      
                New
      York, New York

      
      
                (ABA
      No.: 021-000-021)

      
      
                P86188

      
       

      
      
                Each such wire transfer shall set forth the name of the Company,
      a reference to "5.75% Senior Secured Note due 
      June 17, 2011, PPN _________
      in the original principal amount of $_________", and the due date and
      application (as among principal, interest and Make-Whole Amount) of the
      payment being made.

      
       
	
      
       
	
      
      
      $71,363,000
	
      
       

	
      
      
      (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 
      America

      
      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
  A (CONTINUED)

  
  
  INFORMATION RELATING TO PURCHASERS

   

  	
      
      Name
      and Address of Purchaser
	
      
       
	
      
      
      Aggregate Principal Amount of

      Notes
      to be Purchased

      	
      
       

	
      
       
	
      
       
	
      
       
	
      
       

	
      
      PRUCO LIFE INSURANCE COMPANY

      
       
	
      
       
	
      
       
	
      
       

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

      
       

      
      
                JPMorgan Chase Bank

      
      
                New
      York, New York

      
      
                (ABA
      No.: 021-000-021)

      
      
                P86192

      
       

      
      
                Each such wire transfer shall set forth the name of the Company,
      a reference to "5.75% Senior Secured Note due 
      June 17, 2011, PPN _________
      in the original principal amount of $_________", and the due date and
      application (as among principal, interest and Make-Whole Amount) of the
      payment being made.

      
       
	
      
       
	
      
      
      $3,637,000
	
      
       

	
      
      
      (2)     Address for all notices relating to payments:

      
       

      
      Pruco
      Life Insurance Company

      
      c/o
      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):

      
       

      
      Pruco
      Life Insurance Company

      
      c/o
      The Prudential Insurance Company of 
      America

      
      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.: 22-1944557
	
      
       
	
      
       
	
      
       






  
  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.

  
  
         
  "Cancellation
  Date"
  is defined in Section 2.

  
  
         
  "Cancellation
  Fee"
  means, the amount calculated as follows:

  
  Price
  Increase x Full Price

 

  
   where:

  
  
  Price
  Increase means the excess, if any, of the ask price of the
  Hedge Treasury Note(s) as determined by Prudential on the Cancellation Date
  over the bid price of the Hedge Treasury Note(s) as determined by Prudential
  on the Rate Lock Date, divided by such bid price.  Each price will be based on
  a Treasury Note having a par value of $100 and will be rounded to the second
  decimal place; and

  
              Full Price means the
  principal amount of the Final Subsequent Notes for which the rate was fixed on the Rate Lock Date.

  
  
         
  "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."

  
  
         
  "Closing
  Day" means, with
  respect to the Final Subsequent Notes, the Business Day specified for the
  purchase and sale of such Notes in the Notice of Issuance of such Notes;
  provided that (i) if the company and Purchasers agree on an earlier Business
  Day for such closing, the "Closing Day" for such Notes shall be such earlier
  Business Day and (ii) if the closing of the purchase and sale of such Notes is
  rescheduled pursuant to Section 2E(2), the Closing Day for such Notes, for all
  purposes of this Agreement except references to Section 2F(1) and in the
  definitions of the Delayed Delivery Fee shall mean the Rescheduled Closing Day
  for such Notes.

  
  
         
  "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"
  is defined in the Security Agreements.

  
         
  "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.

  
         
  "Collateral
  Documents" means, collectively, the Guaranty Agreements and the
  Security Agreements.

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

  
  
         
  "Confidential
  Information"
  is defined in Section 20.

  
  
         
  "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
  Senior Funded Debt"  means the Consolidated Total Funded
  Debt exclusive of Subordinated Indebtedness.

  
  
         
  "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, Lead Arranger 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.

  
  
         
  "Delayed
  Delivery Fee"
  means, the amount calculated as follows:

  
  (BEY -
  MMY) x DTS/360 x Full Price;

  
   where:

 

  
  BEY
  means the bond equivalent yield of the Final Subsequent Notes;

  

  
  DTS,
  or Days to Settlement, means the number of days from (a) the date that is 497
  days after the Rate Lock Date, to (b) the date on which the  Delayed Delivery
  Fee is to be paid pursuant to the terms of this Agreement;

  

  
  MMY,
  or Money Market Yield, means the yield of an alternative investment selected
  by Prudential on the date Prudential receives notice of a delay in the Closing
  Day of the Final Subsequent Notes financing as provided in Section 2E(2)
  having a maturity date approximately equal to the rescheduled original Closing
  Day (a new alternative investment will be selected each time such Closing Day
  is delayed); and

  
              Full Price means the
  principal amount of the Final Subsequent Notes for which the rate was fixed on the Rate Lock Date.

  
  
         
  "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. Section3803
  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, (iii) the condemnation,
  confiscation or seizure of, or requisition of title to or use of, any
  property, or (iv) in the case of any property located upon a leasehold, the
  termination or expiration of such leasehold if such termination is likely to
  materially impair the Collateral Agent's access to any material portion of the
  Collateral.

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

  
  
         
  "Excluded
  Subsidiaries"  means GIT Ltd., Gibraltar Construction
  Products, Inc. and GSC Flight Service Inc.

  
  
         
  "Facility"
  is defined in Section 2.

  
  
         
  "Final
  Subsequent Notes"
  is defined in Section 2.

  
  
         
  "Foreign
  Subsidiary"  means any Subsidiary that is not a Domestic
  Subsidiary.

  
          "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.

  
     
  "Guaranty
  Agreement" and, collectively, "Guaranty
  Agreements" means each Guarantee executed and delivered by each of
  Parent and each of its Subsidiaries, other than the Company substantially in
  the form of Exhibit B-1 hereto, as it may be amended, modified or supplemented
  from time to time.

  
  
     
  "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.

  
     
  "Hedge
  Treasury Note(s)" means the Treasury Note(s) designated by
  Prudential on the Rate Lock Date as the Treasury Note(s) which has/have a
  duration that is closest to the duration of the Notes.  The price and/or yield
  of the Hedge Treasury Note(s) will be determined by Prudential by reference to
  such price and/or yield as reported by TradeWeb LLC (or, if such data for any
  reason ceases to be available through TradeWeb LLC, any publicly available
  source of similar market data), on the date of determination.

  
  
     
  "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.

  
     
  "Holders'
  Share" means the quotient obtained by dividing (i) the outstanding
  total liabilities of the Company to Holders under the Notes and hereunder on
  the date of the applicable notice of prepayment pursuant to Section 8.6 by
  (ii) the sum of (A) the liabilities described in the preceding clause (i) 
  plus (B) the liabilities of the Company to the "Holders" of the "Notes"
  issued pursuant to the 2002 Note Agreement plus (C) the liabilities of the
  Parent and the Company to the Lenders under the Credit Agreement, all as of
  such notice date.

  
  
     
  "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.

  
     
  "Intercreditor
  Agreement" means that certain Intercreditor Agreement dated as of
  even date herewith among the Secured Lender Group, as it may be amended,
  modified, restated or supplemented from time to time in accordance with its
  terms.

  
  
     
  "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 (other than a Person that is, or after giving effect to
  such purchase or acquisition would be, a Subsidiary Guarantor), 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 (other than a Person that is, or after giving
  effect to such loan, advance or capital contribution would be, a Subsidiary
  Guarantor), by Parent, the Company or any  Subsidiary.

  
  
     
  "Issuance
  Period"
  is defined in Section 2.

  
     
  "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 8.7.

  
  
     
  "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, the Company or any Subsidiary Guarantor 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, the Company or
  any Subsidiary, of any of the Related Documents to which it is a party.

  
  
     
  "Maximum
  Amount" is
  defined in Section 1.

  
  
     
  "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 an obligation 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.

  
  
     
  "Notice
  of Issuance"
  is defined in Section 2.

  
  
     
  "OFAC"
  is defined in Section 5.23.

  
  
     
  "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 5.23.

  
  
     
  "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
  10.13 through 10.16.

  
  
  (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.

  
     
  "Permitted
  Encumbrances" means Liens which are permitted pursuant to
  Section 10.4.

  
     
  "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.

  
  
     
  "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.

  
  
     
  "Rate
  Lock Date"
  means May 6, 2004.

  
  
     
  "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.

  
     
  "Related
  Documents" means this Agreement, any Note, any Collateral Document,
  the Intercreditor Agreement 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).

  
  
     
  "Rescheduled
  Closing Day"
  is defined in Section 2.

  
  
     
  "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 5.23.

  
     
  "Secured
  Lender Group" means the Collateral Agent, any lender under the
  Credit Agreement, any "Holder" under the 2002 Note Agreement and any Holder.

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

  
     
  "Security
  Agreements" means collectively, each Security Agreement executed by
  Parent or any Subsidiary Guarantor in favor of the Collateral Agent on behalf
  of the Secured Lender Group, on the date hereof, and each additional Security
  Agreement executed by Parent or any Subsidiary Guarantor in favor of the
  Collateral Agent on behalf of the Secured Lender Group, each in substantially
  the form of Exhibit B-2 hereto, as each of the foregoing may be amended,
  modified or supplemented from time to time in accordance with its terms.

  
     
  "Security
  Interests" means a Lien granted to the Collateral Agent on behalf
  of the Secured Lender Group in Accounts, Inventory, Equipment, Investment
  Property, Documents, Instruments, General Intangibles, Chattel Paper, Letter
  of Credit Rights, Deposit Account and Fixtures, whether now owned or existing
  or hereafter acquired or arising wherever located, of the Parent and each
  Subsidiary Guarantor and any and all supporting obligations therefor and all
  products and procedures thereof.

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

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

  
  
     
  "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.

  
     
  "Subsidiary
  Guarantor" means each Subsidiary a party to a Guaranty Agreement.

  
     
  "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.

  
     
  "Subordinated
  Note Agreement" means that certain Amended and Restated
  Subordinated Note Agreement, dated as of even date herewith, among Parent, the
  Company and The Prudential Insurance Company of America, amending and
  restating the Subordinated Note Agreement, dated as of July 3, 2002, among
  such parties, as it may be amended, modified, restated or supplemented from
  time to time in accordance with its terms.

  
  
     
  "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.

  
  
     
  "2002
  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, 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 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]

  
   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

  
   5.75%
  SENIOR SECURED NOTE DUE JUNE 17, 2011

   

  	
      
      No.
      [_____]
	
      
      
      _______ __, _____

	
      
      
      $____________
	
      
      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 New York,
  hereby promises to pay to _______________________, or registered assigns, the
  principal sum of ______________________ DOLLARS on June 17, 2011, 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 5.75% per annum from the date
  hereof, payable quarterly, on the 17th day of March, June, September and
  December in each year, commencing with the March, June, September and December
  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) 5.75% 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 Secured Notes
  (herein called the
  "Notes")
  issued pursuant to that certain [Note Purchase Agreement, dated as of June 17,
  2004] [Amended and Restated Note Purchase Agreement dated as of ________ __,
  2005]  (as from time to time amended, modified, restated or supplemented the
  "Note
  Purchase Agreement"),
  among Gibraltar Industries, Inc., formerly known as Gibraltar Steel
  Corporation, the Company and the respective purchasers named therein and is
  entitled to the benefits thereof.  This Note is also entitled to the benefits
  of each Guaranty Agreement, each Security Agreement and each other Related
  Document, as each such term is defined in the Note Purchase Agreement.  Each
  holder of this Note will be deemed, by its acceptance hereof, (i) to have
  agreed to the confidentiality provisions set forth in Section 20 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 Note 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:  



  
   

   



EXHIBIT 2


 [NOTICE OF
ISSUANCE]

 


To:       Prudential Investment Management, Inc.

 Date:  ___________ __, ____

             We refer to that certain Amended and
Restated Note Purchase Agreement, dated as of _______ __, 2005, among Gibraltar
Industries, Inc., formerly known as Gibraltar Steel Corporation, the undersigned
and the Purchasers party thereto (as amended, modified or supplemented to date,
the "Note Purchase Agreement")
  Capitalized terms used herein and not defined herein shall have the meanings
assigned to them in the Note Purchase Agreement.  This is a Notice of Issuance
delivered pursuant to Section 2C of the Note Purchase Agreement.

             We hereby notify you that we intend
to issue and sell to Purchasers, and request that Purchasers purchase from us
Final Subsequent Notes in the aggregate principal amount of $________ on
[specify Closing Day].

             The proceeds of such Notes shall be
used by us for the following general corporate purposes: 
______________________________________.

             The proceeds of such Notes are to be
remitted by wire transfer of immediately available funds to the following
account:

	
    
     

	
    
    Account # _____________

	
    
    ______________ [Name of Bank]

	
    
    ______________ [Address of Bank]

	
    
    ABA #________________



             We hereby certify to you and
Purchasers that (i) the representations and warranties contained in Section 5 of
the Note Purchase Agreement are true and correct as of the date hereof (or, if
any such representation or warranty is expressly stated to be made as of a
specific date, as of such date) except to the extent of changes caused by
transactions contemplated in the Note Purchase Agreement and (ii) there exists
on the date hereof no Event of Default or Default.


 

	
    
    
    GIBRALTAR STEEL CORPORATION

	
    
       OF
    NEW YORK

	
    
     

	
    
     

	
    
    By                                                       
    

	
    
    Name:

	
    
    Title: