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  GIBRALTAR STEEL CORPORATION

  
  
  OF 
  NEW YORK

    

  
  
  $25,000,000

    

  
  7.35%
  Senior Secured Notes due July 3, 2007

     

  
  
  __________________________________________

   

  
  
  AMENDED AND RESTATED

  
  
  NOTE PURCHASE AGREEMENT

  
  
  __________________________________________ 

  
  Dated as
  of April 1, 2005 

  

 


  TABLE OF CONTENTS

  	
      Section	
       	
       	
      Page
	
      1.	
       	
      ISSUANCE of Notes.	
      1
	
       	
       	
       	
       
	
      2.	
       	
      Sale and Purchase of Notes.	
      2
	
       	
       	
       	
       
	
      3.	
      CONDITIONS TO EFFECTIVENESS OF AGREEMENT.	
      2
	
       	
       	
       
	
       	
      3.1	
      Certain Documents.	
      2
	
       	
      3.2	
      Representations and Warranties.	
      2
	
       	
      3.3	
      Performance; No Default.	
      2
	
       	
      3.4	
      Certificates.	
      2
	
       	
      3.5	
      Opinions of Counsel.	
      3
	
       	
      3.6	
      Credit Agreement.	
      3
	
       	
      3.7	
      Payment of Special Counsel Fees.	
      3
	
       	
      3.8	
      Changes in Corporate Structure.	
      3
	
       	
      3.9	
      Evidence of Perfection and Priority of Security Interests.	
      3
	
       	
      3.10	
      2004 Note Agreement; 2002 Subordinated Note Agreement.	
      4
	
       	
      3.11	
      Amendment Fee; Proceedings and Documents.	
      4
	
       	
       	
       	
       
	
      4.	
      [INTENTIONALLY NOT USED].	
      4
	
       	
       	
       
	
      5.	
      Representations and Warranties.	
      4
	
       	
       	
       
	
       	
      5.1	
      Organization; Power and Authority.	
      4
	
       	
      5.2	
      Authorization, Etc.	
      4
	
       	
      5.3	
      Disclosure.	
      4
	
       	
      5.4	
      Organization and Ownership of Shares of Subsidiaries; Affiliates.	
      5
	
       	
      5.5	
      Financial Statements.	
      5
	
       	
      5.6	
      Compliance with Laws, Other Instruments, Etc.	
      6
	
       	
      5.7	
      Governmental Authorizations, Etc.	
      6
	
       	
      5.8	
      Litigation; Observance of Agreements, Statutes and Orders.	
      6
	
       	
      5.9	
      Taxes.	
      6
	
       	
      5.10	
      Title to Property; Leases.	
      7
	
       	
      5.11	
      Licenses, Permits, Etc.	
      7
	
       	
      5.12	
      Compliance with ERISA.	
      7
	
       	
      5.13	
      Private Offering by the Company.	
      8
	
       	
      5.14	
      Use of Proceeds; Margin Regulations.	
      9
	
       	
      5.15	
      Existing Indebtedness; Future Liens.	
      9
	
       	
      5.16	
      Foreign Assets Control Regulations, Etc.	
      9
	
       	
      5.17	
      Status under Certain Statutes.	
      9
	
       	
      5.18	
      Environmental Matters.	
      9
	
       	
      5.19	
      Fiscal Year.	
      10
	
       	
      5.20	
      Default.	
      10
	
       	
      5.21	
      Securities.	
      10
	
       	
      5.22	
      Inventory Locations.	
      10
	
       	
      5.23	
      USA Patriot Act.	
      10
	
       	
      5.24	
      Solvency.	
      11
	
       	
      5.25	
      Company and Subsidiary Guarantors.	
      11
	
       	
       	
       	
       
	
      6.	
      Representations of each Purchaser.	
      12
	
       	
       	
       
	
       	
      6.1	
      Purchase for Investment.	
      12
	
       	
      6.2	
      Source of Funds.	
      12
	
       	
       	
       	
       
	
      7.	
      Information as to Parent and Company.	
      13
	
       	
       	
       
	
       	
      7.1	
      Financial and Business Information.	
      13
	
       	
      7.2	
      Books and Records Inspection.	
      16
	
       	
       	
       	
       
	
      8.	
      Prepayment of the Notes.	
      16
	
       	
       	
       
	
       	
      8.1	
      Optional Prepayments with Make-Whole Amount.	
      16
	
       	
      8.2	
      Allocation of Partial Prepayments.	
      17
	
       	
      8.3	
      Maturity; Surrender, Etc.	
      17
	
       	
      8.4	
      Purchase of Notes.	
      17
	
       	
      8.5	
      Offer to Prepay Notes in the Event of a Change in Control.	
      17
	
       	
      8.6	
      Offer to Prepay Notes in the Event of a Receipt of certain Cash Proceeds
      of Events of Loss	
      19
	
       	
      8.7	
      Make-Whole Amount.	
      19
	
       	
       	
       	
       
	
      9.	
      Affirmative Covenants.	
      20
	
       	
       	
       
	
       	
      9.1	
      Compliance with Law.	
      21
	
       	
      9.2	
      Insurance.	
      21
	
       	
      9.3	
      Maintenance of Properties.	
      22
	
       	
      9.4	
      Payment of Taxes and Claims.	
      22
	
       	
      9.5	
      Corporate Existence, Etc.	
      22
	
       	
      9.6	
      Fair Labor Standards Act.	
      22
	
       	
      9.7	
      USA Patriot Act.	
      22
	
       	
      9.8	
      Covenant to Secure Note Equally.	
      23
	
       	
      9.9	
      Guaranteed Obligations.	
      23
	
       	
      9.10	
      Most Favored Covenant Status	
      23
	
       	
      9.11	
      Senior Debt.	
      24
	
       	
      9.12	
      No Integration.	
      24
	
       	
      9.13	
      Certain Subsidiaries to Join in Subsidiary Guaranty	
      24
	
       	
      9.14	
      Additional Security; Further Assurances	
      25
	
       	
       	
       	
       
	
      10.	
      Negative Covenants.	
      26
	
       	
       	
       
	
       	
      10.1	
      Transactions with Affiliates.	
      26
	
       	
      10.2	
      Borrowed Money.	
      26
	
       	
      10.3	
      Guarantees.	
      27
	
       	
      10.4	
      Liens.	
      27
	
       	
      10.5	
      Plan Terminations; Minimum Funding, Etc..	
      28
	
       	
      10.6	
      Compliance with Law.	
      28
	
       	
      10.7	
      Consolidations, Mergers, Acquisitions and Asset Sales, Etc.	
      28
	
       	
      10.8	
      Investments.	
      29
	
       	
      10.9	
      Subsidiaries.	
      30
	
       	
      10.10	
      Dividends.	
      30
	
       	
      10.11	
      Stock.	
      30
	
       	
      10.12	
      Intentionally Not Used	
      31
	
       	
      10.13	
      Interest Coverage Ratio.	
      31
	
       	
      10.14	
      Consolidated Net Worth.	
      31
	
       	
      10.15	
      Senior Funded Debt/EBITDA.	
      31
	
       	
      10.16	
      Total Funded Debt/EBITDA.	
      31
	
       	
      10.17	
      Optional Payments of Subordinated Debt.	
      31
	
       	
      10.18	
      Prepayments and Refinancings of Other Debt, Etc.	
      31
	
       	
      10.19	
      Environmental Compliance.	
      32
	
       	
      10.20	
      Limitation on Certain Restrictive Agreements.	
      32
	
       	
      10.21	
      Changes in Business; Change in Fiscal Year.	
      32
	
       	
       	
       	
       
	
      11.	
      Events of Default.	
      33
	
       	
       	
       
	
      12.	
      Remedies on Default, Etc.	
      35
	
       	
       	
       
	
       	
      12.1	
      Acceleration.	
      35
	
       	
      12.2	
      Other Remedies.	
      36
	
       	
      12.3	
      Rescission.	
      36
	
       	
      12.4	
      No Waivers or Election of Remedies, Expenses, Etc.	
      36
	
       	
       	
       	
       
	
      13.	
      Registration; Exchange; Substitution of Notes.	
      37
	
       	
       	
       
	
       	
      13.1	
      Registration of Notes.	
      37
	
       	
      13.2	
      Transfer and Exchange of Notes.	
      37
	
       	
      13.3	
      Replacement of Notes.	
      37
	
       	
       	
       	
       
	
      14.	
      Payments on Notes.	
      38
	
       	
       	
       
	
       	
      14.1	
      Place of Payment.	
      38
	
       	
      14.2	
      Home Office Payment.	
      38
	
       	
       	
       	
       
	
      15.	
      Expenses, Etc.	
      38
	
       	
       	
       
	
       	
      15.1	
      Transaction Expenses.	
      38
	
       	
      15.2	
      Survival.	
      39
	
       	
       	
       	
       
	
      16.	
      Survival of Representations and Warranties; Entire Agreement.	
      39
	
       	
       	
       
	
      17.	
      Amendment and Waiver.	
      39
	
       	
       	
       
	
       	
      17.1	
      Requirements.	
      39
	
       	
      17.2	
      Solicitation of Holders.	
      40
	
       	
      17.3	
      Binding Effect, Etc.	
      40
	
       	
      17.4	
      Notes held by Company, Etc.	
      40
	
       	
       	
       	
       
	
      18.	
      Notices.	
      41
	
       	
       	
       
	
      19.	
      Reproduction of Documents.	
      41
	
       	
       	
       
	
      20.	
      Confidential Information.	
      41
	
       	
       	
       
	
      21.	
      Substitution of Purchaser.	
      42
	
       	
       	
       
	
      22.	
      Miscellaneous.	
      43
	
       	
       	
       
	
       	
      22.1	
      Successors and Assigns.	
      43
	
       	
      22.2	
      Payments Due on Non-Business Days.	
      43
	
       	
      22.3	
      Severability.	
      43
	
       	
      22.4	
      Construction.	
      43
	
       	
      22.5	
      Counterparts.	
      44
	
       	
      22.6	
      Governing Law/Submission to Jurisdiction/Waiver of Jury.	
      44
	
       	
      22.7	
      Capitalized Terms/Interpretation.	
      44


  
  SCHEDULE A             --         INFORMATION RELATING TO PURCHASERS

  
  SCHEDULE B             --         DEFINED TERMS

  
  SCHEDULE 4.10        --         Changes in Corporate Structure

  
  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        --         Permitted Indebtedness

  
  SCHEDULE 10.4        --         Permitted Liens

  
  SCHEDULE 10.8        --         Permitted Investments

  
  EXHIBIT 1                  --         Form of 7.35% Senior Note due
  July 3, 2007

  
  EXHIBIT 3.5(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

  
  7.35%
  Senior Secured Notes due July 3, 2007

   As of April 1, 2005

   TO
  EACH OF THE PURCHASERS LISTED IN

  
  THE ATTACHED SCHEDULE A:

   Ladies and Gentlemen:

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

  
  1.                 
  ISSUANCE of Notes.

  On
  July 3, 2002, pursuant to the Original Note Agreement, the Company issued and
  sold to Purchasers $25,000,000 in aggregate principal amount of its 7.35%
  Senior Secured Notes due July 3, 2007, in substantially the form set out in 
  Exhibit 1 (the "Notes",
  such term to include any such notes issued in substitution therefor pursuant
  to Section 13 of this Agreement). 

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

  
  2.                 
  Sale and Purchase of Notes.

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

  
  3.                 
  CONDITIONS TO EFFECTIVENESS OF AGREEMENt.

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

  
  3.1             
  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 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.

  
  3.10         
  2004 Note Agreement; 2002 Subordinated Note
  Agreement.

  On or
  prior to the date hereof, the 2004 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 $15,000 in the aggregate
  as to all Purchasers.  All corporate and other proceedings in connection with
  the transactions contemplated by this Agreement and all documents and
  instruments incident to such transactions shall be satisfactory to you and
  your special counsel, and you and your special counsel shall have received all
  such counterpart originals or certified or other copies of such documents as
  you or they may reasonably request.

  
  4.                 
  [INTENTIONALLY NOT USED].

  
  5.                 
  Representations and Warranties.

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

  
  5.1             
  Organization; Power and Authority.

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

  
  5.2             
  Authorization, Etc.

  Each
  Related Document has been duly authorized by all necessary corporate action on
  the part of Parent, 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; Affiliates.

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

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

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

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

  
  5.5             
  Financial Statements.

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

  
  5.6             
  Compliance with Laws, Other Instruments, Etc.

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

  
  5.15         
  Existing Indebtedness; Future Liens.

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

  
  (b)              
  Except as disclosed in Schedule 5.15,
  neither Parent nor any Subsidiary of Parent has agreed or consented to cause
  or permit in the future (upon the happening of a contingency or otherwise) any
  of its property, whether now owned or hereafter acquired, to be subject to a
  Lien not permitted by Section 10.4.

  
  5.16         
  Foreign Assets Control Regulations, Etc.

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

  
  5.17         
  Status under Certain Statutes.

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

  
  5.18         
  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 (v) 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
  the date hereof and after giving the effect to the transactions contemplated
  hereunder and under the Credit Agreement on such date, and to any other
  Indebtedness being incurred on such date in connection therewith (a) the
  amount of the "present fair salable value" of the assets of 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 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 such date, an
  unreasonably small amount of capital with which to conduct its 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 a
  direct economic and financial benefit from the Indebtedness incurred under the
  Original Note Agreement by the Company, and the incurrence of such
  Indebtedness was 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 the Notes for your own account or for one or
  more separate accounts maintained by you or for the account of one or more
  pension or trust funds and not with a view to the distribution thereof, 
  provided that the disposition of
  your or their property shall at all times be within your or their control. 
  You understand that the Notes have not been registered under the Securities
  Act and may be resold only if registered pursuant to the provisions of the
  Securities Act or if an exemption from registration is available, except under
  circumstances where neither such registration nor such an exemption is
  required by law, and that the Company is not required to register the Notes.

  
  6.2             
  Source of Funds.

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

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

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

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

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

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

  
  (f)                
  the Source is a governmental plan; or

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

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

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

  
  7.                 
  Information as to Parent and Company.

  
  7.1             
  Financial and Business Information.

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

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

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

  
  (c)               
  Officer's Compliance Certificates.  At the
  time of the delivery of the financial statements provided for in Sections
  7.1(a) and (b), a certificate by a Senior Financial Officer to the effect that
  no Default or Event of Default exists or, if any Default or Event of Default
  does exist, specifying the nature and extent thereof and the actions Parent
  and the Company propose to take with respect thereto, which certificate shall
  set forth the calculations required to establish compliance with the
  provisions of Sections 10.7 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
  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 8.6 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 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 

  
  (a)               
  Subordinated Debt;

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

  
  (c)               
  Indebtedness under this Agreement,  the 2004 Note
  Agreement and the Subordinated Note Agreement;

  
  (d)              
  Indebtedness in connection with the Credit
  Agreement;

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

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

  
  (g)               
  any Guaranties permitted by Section 10.3; and

  
  (h)               
  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
  2004 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 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 at 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 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 2004 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.

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

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

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

  
  12.2         
  Other
  Remedies.

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

  
  12.3         
  Rescission.

  At any
  time after any Notes have been declared due and payable pursuant to clause (b)
  or (c) of Section 12.1, the Holders of not less than 51% in principal
  amount of the Notes then outstanding, by written notice to the Company, may
  rescind and annul any such declaration and its consequences if (a) the Company
  has paid all overdue interest on the Notes, all principal of and Make-Whole
  Amount, if any, on any Notes and all fees and other amounts that are due and
  payable and are unpaid other than by reason of such declaration, and all
  interest on such overdue principal and Make-Whole Amount, if any, fees and
  other amounts and (to the extent permitted by applicable law) any overdue
  interest in respect of the Notes, at the Default Rate, (b) all Events of
  Default and Defaults, other than non-payment of amounts that have become due
  solely by reason of such declaration, have been cured or have been waived
  pursuant to Section 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, 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 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 INDUSTRIES, INC.
   

  
  By:  
                                                      
  

                                                                                 
  Name:  John E. Flint 

                                                                               
  Title:  Senior Vice President

   

  
  
  GIBRALTAR STEEL CORPORATION
  OF NEW YORK

   

  
  By:  
                                                      
  

                                                                                 
  Name:  John E. Flint 

                                                                               
  Title:  Senior Vice President

   

  
  The foregoing is hereby

  agreed to as of the

  date thereof.

  
  THE PRUDENTIAL INSURANCE 

      COMPANY OF
  AMERICA

  
  By: 
                                                       
  

              Vice President

  


  
  
  SCHEDULE A

   

  
  
  INFORMATION RELATING TO
  PURCHASERS

   

  	
      
      Name
      and Address of Purchaser
	
       	
      
      
      Aggregate Principal Amount of

      
      Notes
      to be Purchased
	
      
       
	
      
      Note

      
      
      Denomination(s)

	
       	
       	
       	
       	
       
	
      
      THE PRUDENTIAL
      INSURANCE COMPANY OF 
      AMERICA

      
       
	
       	
      
      $25,000,000	
       	
      
      $25,000,000
	
      
      
      (1)     All payments by wire transfer of immediately available funds for
      credit to:

      
       

      
      
                JPMorgan Chase Bank

      
      
                New
      York, New York

      
       

      
      
                Each such wire transfer shall set forth the name of the Company,
      a reference to "7.35% Senior Secured Note due June 28, 2007, PPN 37476# AA
      1", and the due date and application (as among principal, interest and
      Make-Whole Amount) of the payment being made.

      
       
	
      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (2)     Address for all notices relating to payments:

      
       

      
      The
      Prudential Insurance Company of 
      America

      
      c/o
      Investment Operations Group

      
      
      Gateway Center
      Two, 10th Floor

      
      100
      Mulberry Street

      
      
      Newark, New
      Jersey 07102

      
      
      Attention:    Manager, 
      Billings and Collections

      
      
      Telecopier:  973.802.8055

      
       
	
      
       
	
      
       
	
      
       
	
      
       

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

      
       

      
      The
      Prudential Insurance Company of 
      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 B 

  
  
  DEFINED TERMS 

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

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

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

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

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

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

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

  
  "Cash
  Equivalents" means any of the following

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

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

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

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

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

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

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

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

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

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

  

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

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

  "Collateral"
  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, 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.

  
  "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.

  

  "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.

  
  "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 2004 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.

  "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.

  
  "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.

  
  "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).

  
  "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 2004 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.

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

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






 



EXHIBIT 1

 



[FORM OF NOTE]

 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 


7.35%
SENIOR SECURED NOTE DUE JULY __, 2007  

No.
[_____]                                                                                                         
________ __, ____


$25,000,000                                                                                                 
PPN[______________]

 

FOR
VALUE RECEIVED, the undersigned, Gibraltar Steel Corporation of New York (herein
called the "Company"),
a corporation organized and existing under the laws of the State of New York,
hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or
registered assigns, the principal sum of TWENTY-FIVE MILLION DOLLARS on July 3,
2007, 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 7.35% per annum from
the date hereof, payable quarterly, on the 3rd day of January, April, July and
October in each year, commencing with the January, April, July and October next
succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable quarterly as aforesaid (or, at
the option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 7.35% 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 July 3,
2002 (as from time to time amended, modified, restated or supplemented, the 
"Note
Purchase Agreement"), among Gibralter 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
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

 


GIBRALTAR STEEL CORPORATION

                                                                                    OF NEW YORK 


By                                                       


                                                                                          
Name:

                                                                                           
Title: