CREDIT AGREEMENT




   

   

   

  
  CREDIT AGREEMENT

  
  among

  
  GIBRALTAR INDUSTRIES, INC.,

  
  GIBRALTAR STEEL CORPORATION OF NEW YORK,

  
  KEYBANK NATIONAL ASSOCIATION 

  as Administrative Agent, Swingline Lender,
  Letter of Credit Issuer, Lead Arranger and Book Runner,

  
  JPMORGAN CHASE BANK, N.A.

  as Syndication Agent and Letter of Credit
  Issuer

  
  HARRIS TRUST AND SAVINGS BANK

  as Co-Documentation Agent,

  
  HSBC BANK USA, NATIONAL ASSOCIATION

  as Co-Documentation Agent,

  
  MANUFACTURERS AND TRADERS TRUST COMPANY

  as Co-Documentation Agent,

  
  and

  
  THE LENDERS NAMED HEREIN

  
  $250,000,000

   

  
                                                                                                                                                                                                          Dated:  As of April 1, 2005



  TABLE OF
  CONTENTS

  	
       
	
       
	
      
      Page

	
      ARTICLE I.
	
      DEFINITIONS AND TERMS
	
      
      1

	
      1.1
	
      Certain Defined Terms
	
      
      1

	
      1.2
	
      Computation of Time Periods
	
      
      24

	
      1.3
	
      Accounting Terms
	
      
      24

	
      1.4
	
      Terms Generally
	
      
      24

	
      ARTICLE II.
	
      AMOUNT AND TERMS OF LOANS
	
      
      25

	
      2.1
	
      Loans
	
      
      25

	
      2.2
	
      Borrowing, Continuation or Conversion
      of Loans
	
      
      25

	
      2.3
	
      Pro Rata Borrowings; Disbursement of
      Funds
	
      
      27

	
      2.4
	
      Evidence of Obligations
	
      
      28

	
      2.5
	
      Interest
	
      
       28

	
      2.6
	
      Increased Costs, Illegality, etc
	
      
      30

	
      2.7
	
      Breakage Compensation
	
      
      32

	
      2.8
	
      Swingline Loans
	
      
      33

	
      2.9
	
      Reserve
	
      
      35

	
      ARTICLE III.
	
      LETTERS OF CREDIT
	
      
      35

	
      3.1
	
      Letters of Credit
	
      
      35

	
      3.2
	
      Letter of Credit Requests: Notices of
      Issuance
	
      
      36

	
      3.3
	
      Agreement to Repay Letter of Credit
      Drawings
	
      
      37

	
      3.4
	
      Letter of Credit Participations
	
      
      38

	
      3.5
	
      Increased Costs
	
      
      40

	
      3.6
	
      Guaranty of  Letter of Credit
      Obligations of Other Letter of Credit Obligors
	
      
      41

	
      ARTICLE IV.
	
      FEES; COMMITMENTS
	
      
      43

	
      4.1
	
      Fees
	
      
      43

	
      4.2
	
      Voluntary Termination/Reduction of
      Commitments
	
      
      44

	
      4.3
	
      Mandatory Adjustments of Commitments,
      etc
	
      
      45

	
      4.4
	
      Increase in Total Commitment
	
      
      45

	
      ARTICLE V.
	
      PAYMENTS
	
      
      46

	
      5.1
	
      Voluntary Prepayments
	
      
      46

	
      5.2
	
      Mandatory Prepayments
	
      
      47

	
      5.3
	
      Method and Place of Payment
	
      
      48

	
      5.4
	
      Net Payments
	
      
      49

	
      ARTICLE VI.
	
      CONDITIONS PRECEDENT
	
      
      51

	
      6.1
	
      Conditions Precedent at Closing Date
	
      
      51

	
      6.2
	
      Conditions Precedent to All Credit
      Events
	
      
      54

	
      ARTICLE VII.
	
      REPRESENTATIONS AND WARRANTIES
	
      
      55

	
      7.1
	
      Corporate Status, etc
	
      
      55

	
      7.2
	
      Corporate Power and Authority, etc
	
      
      55

	
      7.3
	
      No Violation
	
      
      55

	
      7.4
	
      Governmental Approvals
	
      
      56

	
      7.5
	
      Litigation
	
      
      56

	
      7.6
	
      Use of Proceeds; Margin Regulations
	
      
      56

	
      7.7
	
      Financial Statements, etc.
	
      
      56

	
      7.8
	
      Solvency
	
      
      57

	
      7.9
	
      No Material Adverse Effect
	
      
      57

	
      7.10
	
      Tax Returns and Payments
	
      
      57

	
      7.11
	
      Title to Properties, etc
	
      
      58

	
      7.12
	
      Lawful Operations, etc
	
      
      58

	
      7.13
	
      Environmental Matters
	
      
      58

	
      7.14
	
      Compliance with ERISA
	
      
      59

	
      7.15
	
      Intellectual Property, etc
	
      
      59

	
      7.16
	
      Investment Company Act, etc
	
      
      60

	
      7.17
	
      Insurance
	
      
      60

	
      7.18
	
      Certain Contracts; Labor Relations
	
      
      60

	
      7.19
	
      True and Complete Disclosure
	
      
      60

	
      7.20
	
      Anti-Terrorism Law Compliance
	
      
      60

	
      ARTICLE VIII.
	
      AFFIRMATIVE COVENANTS
	
      
      61

	
      8.1
	
      Reporting Requirements
	
      
      61

	
      8.2
	
      Books, Records and Inspections
	
      
      63

	
      8.3
	
      Insurance
	
      
      64

	
      8.4
	
      Payment of Taxes and Claims
	
      
      65

	
      8.5
	
      Corporate Franchises
	
      
      65

	
      8.6
	
      Good Repair
	
      
      65

	
      8.7
	
      Compliance with Statutes, etc.
	
      
      65

	
      8.8
	
      Compliance with Environmental Laws
	
      
      66

	
      8.9
	
      Fiscal Years, Fiscal Quarters
	
      
      67

	
      8.10
	
      Certain Subsidiaries to Join in
      Subsidiary Guaranty
	
      
      67

	
      8.11
	
      Additional Security; Further
      Assurances
	
      
      68

	
      8.12
	
      Most Favored Covenant Status
	
      
      69

	
      8.13
	
      Senior Debt
	
      
      70

	
      8.14
	
      Anti-Terrorism Laws
	
      
      70

	
      ARTICLE IX.
	
      NEGATIVE COVENANTS
	
      
      70

	
      9.1
	
      Changes in Business
	
      
      70

	
      9.2
	
      Consolidation, Merger, Acquisitions,
      Asset Sales, etc
	
      
      70

	
      9.3
	
      Liens
	
      
      71

	
      9.4
	
      Indebtedness
	
      
      72

	
      9.5
	
      Investments and Guaranty Obligations
	
      
      73

	
      9.6
	
      Dividends and Other Capital
      Distributions
	
      
      74

	
      9.7
	
      Financial Covenants
	
      
      74

	
      9.8
	
      Limitation on Certain Restrictive
      Agreements
	
      
      74

	
      9.9
	
      Prepayments and Refinancings of Other
      Debt, etc
	
      
      75

	
      9.10
	
      Transactions with Affiliates
	
      
      75

	
      9.11
	
      Plan Terminations, Minimum Funding,
      etc
	
      
      76

	
      ARTICLE X.
	
      EVENTS OF DEFAULT
	
      
      76

	
      10.1
	
      Events of Default
	
      
      76

	
      10.2
	
      Acceleration, etc
	
      
      79

	
      10.3
	
      Application of Liquidation Proceeds
	
      
      80

	
      ARTICLE XI.
	
      THE ADMINISTRATIVE AGENT
	
      
      80

	
      11.1
	
      Appointment
	
      
      80

	
      11.2
	
      Delegation of Duties
	
      
      81

	
      11.3
	
      Exculpatory Provisions
	
      
      81

	
      11.4
	
      Reliance by Administrative Agent
	
      
      82

	
      11.5
	
      Notice of Default
	
      
      82

	
      11.6
	
      Non-Reliance
	
      
      82

	
      11.7
	
      Indemnification
	
      
      83

	
      11.8
	
      The Administrative Agent in Individual
      Capacity
	
      
      83

	
      11.9
	
      Successor Administrative Agent
	
      
      84

	
      11.10
	
      No Reliance on Administrative Agent's
      Customer Identification Program
	
      
      84

	
      11.11
	
      USA Patriot Act
	
      
      85

	
      11.12
	
      Other Agents
	
      
      85

	
      ARTICLE XII.
	
      MISCELLANEOUS
	
      
      85

	
      12.1
	
      Payment of Expenses etc
	
      
      85

	
      12.2
	
      Right of Setoff
	
      
      87

	
      12.3
	
      Notices
	
      
      87

	
      12.4
	
      Benefit of Agreement
	
      
      88

	
      12.5
	
      No Waiver; Remedies Cumulative
	
      
      91

	
      12.6
	
      Payments Pro Rata; Sharing of Setoffs,
      etc
	
      
      91

	
      12.7
	
      Appointment of Borrower
      Representative.
	
      
      93

	
      12.8
	
      Governing Law; Submission to
      Jurisdiction; Venue; Waiver of Jury Trial
	
      
      93

	
      12.9
	
      Counterparts
	
      
      94

	
      12.10
	
      Integration
	
      
      94

	
      12.11
	
      Headings Descriptive
	
      
      94

	
      12.12
	
      Amendment or Waiver
	
      
      94

	
      12.13
	
      Survival of Indemnities
	
      
      97

	
      12.14
	
      Domicile of Loans
	
      
      97

	
      12.15
	
      Lender Register
	
      
      97

	
      12.16
	
      Limitations on Liability of the Letter
      of Credit Issuers
	
      
      97

	
      12.17
	
      General Limitation of Liability
	
      
      98

	
      12.18
	
      No Duty
	
      
      98

	
      12.19
	
      Lenders and Agent Not Fiduciary to
      Borrower, etc
	
      
      98

	
      12.20
	
      Survival of Representations and
      Warranties
	
      
      98

	
      12.21
	
      Severability
	
      
      99

	
      12.22
	
      Independence of Covenants
	
      
      99

	
      12.23
	
      Interest Rate Limitation
	
      
      99

	
      12.24
	
      USA Patriot Act
	
      
      99



   

  Exhibit A                      Note

  Exhibit B                      Notice of Borrowing,
  Continuation or Conversion

  Exhibit C-1                   Subsidiary Guaranty

  Exhibit C-2                   Security Agreement

  Exhibit C-3                   Pledge Agreement

  Exhibit D-1                   Solvency Certificate

  Exhibit D-2                   Borrower's Closing
  Certificate

  Exhibit E                       Assignment Agreement

  

  Schedule 1-A               Lenders and Commitments

  Schedule 1-B               Administrative Agent Addresses

  Schedule 1-C               JPMorgan Chase Letters of
  Credit

  Schedule 6.1                Prudential Amendment
  Documents

  Schedule 7.1                Subsidiaries

  Schedule 9.3                Liens

  Schedule 9.4                Indebtedness

  Schedule 9.5                Investments

  Schedule 9.10              Transactions with Affiliates

 

  


  THIS CREDIT AGREEMENT, dated
  as of April 1, 2005, among the following:

  
  (i)         GIBRALTAR INDUSTRIES, INC., a Delaware corporation and GIBRALTAR
  STEEL CORPORATION OF NEW YORK, a New York Corporation (each a "Borrower" and
  collectively, the "Borrowers");

  
  (ii)        the lending institutions from time to time party hereto (each a
  "Lender" and collectively, the "Lenders"); 

  
  (iii)       KEYBANK NATIONAL ASSOCIATION, a national banking association, as a
  Lender, a Letter of Credit Issuer, and the lead arranger and administrative
  agent (the "Administrative Agent");

  
  (iv)       JPMORGAN CHASE BANK, N.A., a national banking association, as a
  Lender, Letter of Credit Issuer and Syndication Agent (the "Syndication
  Agent").

  
  (v)        HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation, and
  HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association,
  MANUFACTURERS AND TRADERS TRUST COMPANY, a New York State banking corporation,
  each as a Lender and co‐documentation agent (each a "Co-Documentation Agent"
  and collectively, the "Co-Documentation Agents"); 

  PRELIMINARY STATEMENTS:

  (1)       
  The Borrowers have applied to the Lenders for credit facilities in order to
  (a) refinance existing senior debt facilities, (b) provide working capital and
  funds for general corporate and other lawful purposes, and (c) provide funds
  for acquisitions of select stock and assets.

  (2)       
  Subject to and upon the terms and conditions set forth herein, the Lenders are
  willing to make available to the Borrowers the credit facility provided for
  herein.

  NOW, THEREFORE, it is agreed:

  ARTICLE I

  DEFINITIONS AND
  TERMS

  
  1.1       Certain Defined Terms.  As used herein,
  the following terms shall have the meanings herein specified unless the
  context otherwise requires:

  "Acquisition" shall mean and include (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 a
  Borrower, 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).

  "Additional Security Document" shall have the meaning
  provided in Section 8.11(a).

  "Adjusted Eurodollar Rate" shall mean, with respect to
  each Interest Period for a Eurodollar Loan, (i) the rate per annum appearing
  on the applicable electronic page of Reuter's or Bloomberg's (or any successor
  or substitute page of such service, or any successor to or substitute for such
  service, providing rate quotations comparable to those currently provided by
  such service, as determined by the Administrative Agent from time to time for
  purposes of providing quotations of interest rates applicable to Dollar
  deposits in the London interbank market), at approximately 11:00 a.m. (London
  time) two Business Days prior to the commencement of such Interest Period, as
  the rate for Dollar deposits with a maturity comparable to such Interest
  Period, divided (and rounded to the nearest one hundredth of 1%) by (ii) a
  percentage equal to 100% minus the then stated maximum rate of all reserve
  requirements (including, without limitation, any marginal, emergency,
  supplemental, special or other reserves and without benefit of credits for
  proration, exceptions or offsets that may be available from time to time)
  applicable to any member bank of the Federal Reserve System in respect of
  Eurocurrency liabilities as defined in Regulation D (or any successor category
  of liabilities under Regulation D); provided, however, that in the event that
  the rate referred to in clause (i) above is not available at any such time for
  any reason, then the rate referred to in clause (i) shall instead be the
  average (rounded to the nearest ten thousandth of 1%) of the rates at which
  Dollar deposits of $5,000,000 are offered to the Reference Banks in the London
  interbank market at approximately 11:00 a.m. (London time), two Business Days
  prior to the commencement of such Interest Period, for contracts that would be
  entered into at the commencement of such Interest Period.

  "Administrative Agent" shall have the meaning provided in
  the first paragraph of this Agreement and shall include any successor to the
  Administrative Agent appointed pursuant to Section 11.9.

  "Affiliate" shall mean, with respect to any person, any
  other person directly or indirectly controlling, controlled by, or under
  direct or indirect common control with such person, or, in the case of any
  Lender that is an investment fund, the investment advisor thereof and any
  investment fund having the same investment advisor. A person shall be deemed
  to control a second person if such first person possesses, directly or
  indirectly, the power (i) to vote 10% or more of the securities having
  ordinary voting power for the election of directors or managers of such second
  person or (ii) to direct or cause the direction of the management and policies
  of such second person, whether through the ownership of voting securities, by
  contract or otherwise. Notwithstanding the foregoing, (x) a director, officer
  or employee of a person shall not, solely by reason of such status, be
  considered an Affiliate of such person; and (y) neither the Administrative
  Agent nor any Lender shall in any event be considered an Affiliate of any
  Borrower or any other Credit Party or any of their respective Subsidiaries.

  "Agreement" shall mean this Credit Agreement, as the same
  may be from time to time further modified, amended, restated or supplemented.

  "Anti-Terrorism Law" means the USA Patriot
  Act or any other law pertaining to the prevention of future acts of terrorism,
  in each case as such law may be amended from time to time.

  "Applicable Facility Fee Rate" shall mean:

  (i)         Initially, until
  changed hereunder in accordance with the provisions set forth in this
  definition, the Applicable Facility Fee Rate shall be 27.5 basis points;

  (ii)        Commencing with the
  fiscal quarter of the Borrower ended on December 31, 2004, and continuing with
  each fiscal quarter thereafter, the Administrative Agent shall determine the
  Applicable Facility Fee Rate in accordance with the following matrix, based on
  the Total Funded Debt to EBITDA Ratio:

  	
        
        Total Funded Debt to EBITDA

        Ratio
	
        
        Applicable Facility Fee Rate

	
      
      Greater than 3.25 to 1.0 
	
      
      50.0 bps

	
      
      Greater than 2.75 to 1.00 but less than or equal to 3.25 to 1.0
	
      
      35.0 bps

	
      
      Greater than 2.25 to 1.00, but less than or equal to 2.75 to 1.00
	
      
      27.5 bps

	
      
      Greater than 1.75 to 1.00, but less than or equal to 2.25 to 1.00
	
      
      22.5 bps

	
      
      Greater than 1.25 to 1.0, but less than
      or equal to 1.75 to 1.0
	
      
      20.0 bps

	
      
      Less than or equal to 1.25 to 1.0
	
      
      17.5 bps



  (iii)       Changes in the
  Applicable Facility Fee Rate based upon changes in the Total Funded Debt to
  EBITDA Ratio shall become effective on the first day of the month following
  each Financial Statement Due Date, based upon the Total Funded Debt to EBITDA
  Ratio in effect at the end of the applicable period covered (in whole or in
  part) by the financial statements to be delivered by the applicable Financial
  Statement Due Date.  Notwithstanding the foregoing, during any period when the
  Borrowers have failed to timely deliver their consolidated financial
  statements referred to in Section 8.1(a) or (b), accompanied by the
  certificate and calculations referred to in Section 8.1(c), the Applicable
  Facility Fee Rate shall be the highest rate per annum indicated therefor in
  the above matrix, regardless of the Total Funded Debt to EBITDA Ratio at such
  time.  Any changes in the Applicable Facility Fee Rate shall be determined by
  the Administrative Agent in accordance with the provisions set forth in this
  definition and the Administrative Agent will promptly provide notice of such
  determinations to the Borrower Representative and the Lenders.  Any such
  determination by the Administrative Agent shall be conclusive and binding
  absent manifest error.

  "Applicable Lending Office" shall mean, with respect to
  each Lender, the office or offices designated by such Lender to the
  Administrative Agent as such Lender's lending office or offices for purposes
  of this Agreement.

  "Applicable Margin" shall mean:

  (i)         Initially, until
  changed hereunder in accordance with the following provisions, the Applicable
  Margin shall be (A) 0.0 basis points for Base Rate Loans, and (B) 97.5 basis
  points for Eurodollar Loans;

  (ii)        Commencing with the
  fiscal quarter of the Borrowers ended on December 31, 2004, and continuing
  with each fiscal quarter thereafter, the Administrative Agent shall determine
  the Applicable Margin in accordance with the following matrix, based on the
  Total Funded Debt to EBITDA Ratio:

  	
        
        Total Funded Debt to EBITDA Ratio
	
        
        Applicable Margin for Base Rate Loans
	
        
        Applicable Margin for Eurodollar Loans

	
      
      Greater than 3.25 to 1.0 
	
      
      0 bps
	
      
      137.5 bps

	
      
      Greater than 2.75 to 1.00 but less than or equal to 3.25 to 1.0
	
      
      0 bps
	
      
      115.0 bps

	
      
      Greater than 2.25 to 1.00 but less than or equal to 2.75 to 1.00
	
      
      0 bps
	
      
      97.5 bps

	
      
      Greater than 1.75 to 1.00 but less than or equal to 2.25 to 1.00
	
      
      0 bps
	
      
      77.5 bps

	
      
      Greater than 1.25 to 1.0 but less than or
      equal to 1.75 to 1.0
	
      
      0 bps
	
      
      67.5 bps

	
      
      Less than or equal to 1.25 to 1.0
	
      
      0 bps
	
      
      57.5 bps



  (iii)       Changes in the
  Applicable Margin based upon changes in the Total Funded Debt to EBITDA Ratio
  shall become effective on the first day of the month following each Financial
  Statement Due Date based upon the Total Funded Debt to EBITDA Ratio in effect
  at the end of the applicable period covered (in whole or in part) by the
  financial statements to be delivered by the applicable Financial Statement Due
  Date.  Notwithstanding the foregoing provisions, during any period when (A)
  the Borrowers have failed to timely deliver their consolidated financial
  statements referred to in Section 8.1(a) or (b), accompanied by the
  certificate and calculations referred to in Section 8.1(c) or (B) a Default
  under Section 10.1(a) has occurred and is continuing, the Applicable Margin
  shall be the highest rate per annum indicated therefor in the above matrix,
  regardless of the Total Funded Debt to EBITDA Ratio at such time.  Any changes
  in the Applicable Margin shall be determined by the Administrative Agent in
  accordance with the provisions set forth in this definition and the
  Administrative Agent will promptly provide notice of such determinations to
  the Borrower Representative and the Lenders.  Any such determination by the
  Administrative Agent shall be conclusive and binding absent manifest error.

  "Approved Fund" shall mean a fund that is administered or
  managed by a Lender or an Affiliate of a Lender.

  "Asset Sale" shall mean 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 a
  Borrower or any Subsidiary) by a Borrower 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.

  "Authorized Officer" shall mean any of the following
  officers of the Borrower Representative: the President, the Controller or the
  Chief Financial Officer. 

  "Bankruptcy Code" shall have the meaning provided in
  Section 10.1(h)(i).

  "Base Rate" shall mean, for any period, a fluctuating
  interest rate per annum as shall be in effect from time to time which rate per
  annum shall at all times be equal to the greater of (i) the rate of interest
  established by KeyBank in Cleveland, Ohio, from time to time, as its prime
  rate, whether or not publicly announced, which interest rate may or may not be
  the lowest rate charged by it for commercial loans or other extensions of
  credit; and (ii) the Federal Funds Effective Rate in effect from time to time,
  determined one Business Day in arrears, plus 1/2 of 1% per annum.

  "Base Rate Loan" shall mean each Loan bearing interest at
  a rate based upon the Base Rate.

  "Borrower" shall have the meaning provided in the first
  paragraph of this Agreement.

  "Borrower Representative" shall mean Gibraltar
  Industries, Inc.

  "Borrowing" shall mean the incurrence of Loans consisting
  of one Type of Loan, by the Borrower from all of the Lenders on a pro rata
  basis on a given date (or resulting from Conversions or Continuations on a
  given date), having in the case of Eurodollar Loans the same Interest Period.

  "Business Day" shall mean (i) for all purposes other than
  as covered by clause (ii) below, any day excluding Saturday, Sunday and any
  day that shall be in the city in which the Payment Office is located a legal
  holiday or a day on which banking institutions are authorized by law or other
  governmental actions to close and (ii) with respect to all notices and
  determinations in connection with, and payments of principal and interest on,
  Eurodollar Loans, any day that is a Business Day described in clause (i) and
  that is also a day for trading by and between banks in Dollar deposits in the
  London interbank market.

  "Capital Distribution" shall mean a payment made,
  liability incurred or other consideration given as a dividend, return of
  capital, share repurchase or other distribution in respect of any Borrower's
  or any Subsidiary's capital stock or other equity interest other than a
  distribution in the form of additional capital stock.

  "Capital 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 accounted for as a capital lease on
  the balance sheet of that person.

  "Capitalized Lease Obligations" shall mean all
  obligations under Capital Leases of the Borrowers or any of their Subsidiaries
  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 the Borrower and its Subsidiaries prepared in
  accordance with GAAP.

  "Cash Equivalents" shall mean 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 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 time to time, 42 U.S.C. Section 9601 et seq.

  "Change of Control" shall occur if:

  (i)         during any period of
  two consecutive calendar years, individuals who at the beginning of such
  period constituted the Board of Directors of Gibraltar Industries, Inc.
  (together with any new directors (x) whose election by the Board of Directors
  of Gibraltar Industries, Inc. was, or (y) whose nomination for election by the
  shareholders of Gibraltar Industries, Inc. was (prior to the date of the proxy
  or consent solicitation relating to such nomination), approved by a vote of at
  least the majority of the directors then still in office who either were
  directors at the beginning of such period or whose election or nomination for
  election was previously so approved), shall cease for any reason to constitute
  a majority of the directors then in office; or

  (ii)        any person or group
  (as such term is defined in Section 13(d)(3) of the 1934 Act), shall acquire,
  directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3
  and 13d-5 of the 1934 Act) of more than 50%, on a fully diluted basis, of the
  economic or voting interest in the capital stock of Gibraltar Industries, Inc.

  "Charges" shall have the meaning provided in Section
  12.23.

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

  "Closing Date" shall mean the date upon which the
  conditions specified in Section 6.1 are satisfied.

  "Code" shall mean the Internal Revenue Code of 1986, as
  amended from time to time, and the regulations promulgated and the rulings
  issued thereunder. Section references to the Code are to the Code, as in
  effect at the Closing Date and any subsequent provisions of the Code,
  amendatory thereof, supplemental thereto or substituted therefor.

  "Co-Documentation Agents" shall have the meaning provided
  in the first paragraph of this Agreement and shall include any successors to
  any of the Co-Documentation Agents.

  "Collateral" shall mean any collateral covered by any
  Security Document.

  "Commitment"  shall mean, with respect to each Lender,
  the amount, if any, set forth opposite such Lender's name in Schedule 1 hereto
  as its "Commitment" as the same may be reduced or increased from time to time
  pursuant to Section 4.2, 4.3, 4.4 and/or 10.2.

  "Commitment Percentage" shall mean, at any time for any
  Lender with a Commitment, the percentage obtained by dividing such Lender's
  Commitment by the Total Commitment, provided, that if the Total Commitment has
  been terminated, the Commitment Percentage for each Lender shall be determined
  by dividing such Lender's Commitment immediately prior to such termination by
  the Total Commitment immediately prior to such termination.

  "Consideration" shall mean, 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 Capital Expenditures" shall mean, 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 the Borrowers and their Subsidiaries 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 the Borrowers and their Subsidiaries.

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

  "Consolidated EBIT" shall mean, 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
  Borrowers' Consolidated EBIT for any Testing Period shall (x) include the
  appropriate financial items for any person or business unit that has been
  acquired by a Borrower 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 Borrower, for the portion of such
  Testing Period prior to the date of disposition, in the case of clauses (x)
  and (y), subject to the Administrative Agent's reasonable discretion and
  supporting documentation acceptable to the Administrative Agent.

  "Consolidated EBITDA" shall mean, 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 the Borrowers and their Subsidiaries on a consolidated basis in
  accordance with GAAP; provided that, notwithstanding anything to the contrary
  contained herein, the Borrowers' Consolidated EBITDA for any Testing Period
  shall (x) include the appropriate financial items for any person or business
  unit that has been acquired by a Borrower 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 Borrower,
  for the portion of such Testing Period prior to the date of disposition, in
  the case of clauses (x) and (y), subject to the Administrative Agent's
  reasonable discretion and supporting documentation acceptable to the
  Administrative Agent.

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

  "Consolidated Interest Expense" shall mean, 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 the Borrowers and
  their Subsidiaries on a consolidated basis with respect to all outstanding
  Indebtedness of the Borrowers and their 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" shall mean for any period, the
  net income (or loss) of the Borrowers and their Subsidiaries on a consolidated
  basis for such period taken as a single accounting period determined in
  conformity with GAAP.

  "Consolidated Net Rent Expense" shall mean, for any
  period, the total amount of rent or similar obligations required to be paid
  during such period by the Borrowers or any of their 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" shall mean 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 the Borrower 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" shall mean the
  Consolidated Total Funded Debt exclusive of Subordinated Indebtedness.

  "Consolidated Total Funded Debt" shall mean the sum
  (without duplication) of all Indebtedness of the Borrowers and each of their
  Subsidiaries for borrowed money, all as determined on a consolidated basis.

  "Continue," "Continuation" and "Continued" each refers to
  a continuation of Eurodollar Loans for an additional Interest Period as
  provided in Section 2.2.

  "Convert", "Conversion" and "Converted" each refers to a
  conversion of Loans of one Type into Loans of another Type, pursuant to
  Section 2.2 or 2.6(b).

  "Credit Documents" shall mean this Agreement, the Notes,
  the Subsidiary Guaranty, the Security Documents and any Letter of Credit
  Document.

  "Credit Event" shall mean any Borrowing, Conversion or
  Continuation or the issuance of any Letter of Credit or amendment to any
  Letter of Credit Document that increases the stated Amount of any Letter of
  Credit, or renews or extends the expiry date of any Letter of Credit.

  "Credit Party" shall mean any of the Borrowers and each
  Subsidiary Guarantor.

  "Default" shall mean any event, act or condition that
  with notice or lapse of time, or both, would constitute an Event of Default.

  "Defaulting Lender" shall mean any Lender with, respect
  to which a Lender Default is in effect.

  "Designated Hedge Agreement" shall mean any Hedge
  Agreement to which a Borrower or any of its Subsidiaries is a party and as to
  which a Lender or any of its Affiliates is a counterparty that, pursuant to a
  written instrument signed by the Administrative Agent, has been designated as
  a Designated Hedge Agreement so that the Borrower's or Subsidiaries'
  counterparty's credit exposure thereunder will be entitled to share in the
  benefits of the Subsidiary Guaranty and the Security Documents to the extent
  the Subsidiary Guaranty and such Security Documents provide guarantees or
  security for creditors of a Borrower or any Subsidiary under Designated Hedge
  Agreements.  Notwithstanding the foregoing, any Hedge Agreement relating to
  any Indebtedness of a Borrower under this Agreement shall be deemed to be a
  Designated Hedge Agreement without the need for a written instrument signed by
  the Administrative Agent.

  "Dollars" and the sign "$" each means lawful money of the
  United States.

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

  "Eligible Assignee" means (a) a Lender (other than a
  Defaulting Lender), (b) an Affiliate of a Lender (other than a Defaulting
  Lender), (c) an Approved Fund, and (d) any other person (other than a natural
  person) approved by (i) the Administrative Agent, (ii) each Letter of Credit
  Issuer, and (iii) unless an Event of Default has occurred and is continuing,
  the Borrower Representative (each such approval not to be unreasonably
  withheld or delayed); provided that notwithstanding the foregoing, "Eligible
  Assignee" shall not include any Borrower or any of the Borrowers' Affiliates
  or Subsidiaries.

  "Environmental Claims" shall mean 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" shall mean 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 a Borrower or any of its Subsidiaries relating
  to the environment, employee health and safety or Hazardous Materials,
  including, without limitation, CERCLA; RCRA; the Federal Water Pollution
  Control Act, 33 U.S.C. Section 2601 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et
  seq.; the Safe Drinking Water Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution
  Act of 1990, 33 U.S.C. Section 2701 et seq.; the Emergency Planning and the
  Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq., the Hazardous
  Material Transportation Act, 49 U.S.C. Section 1801 et seq. and the Occupational
  Safety and Health Act, 29 U.S.C. Section 651 et seq. (to the extent it regulates
  occupational exposure to Hazardous Materials); and any state and local or
  foreign counterparts or equivalents, in each case as amended from time to
  time.

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

  "ERISA Affiliate" shall mean each person (as defined in
  Section 3(9) of ERISA), which together with a Borrower or a Subsidiary of the
  Borrowers, 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 a Borrower
  or a Subsidiary of a Borrower being or having been a general partner of such
  person.

  "Eurodollar Loans" shall mean each Loan bearing interest
  at a rate based on the Adjusted Eurodollar Rate.

  "Event of Default" shall have the meaning provided in
  Section 10.1.

  "Event of Loss" shall mean, 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 Agent's access to any material portion of the
  Collateral.

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

  "Exemption Certificate" shall have the meaning provided
  in Section 5.4(b).

  "Existing Credit Agreement" shall mean that certain
  Fourth Amended and Restated Senior Secured Credit Agreement, dated as of June
  28, 2002, among the Borrower, the lenders party thereto, and JPMorgan Chase
  Bank, N.A. (formerly known as JPMorgan Chase Bank), as Agent, as amended.

  "Existing Letters of Credit" shall mean, collectively,
  the Letters of Credit issued by JPMorgan Chase Bank, N.A. listed on Schedule
  1-C for the account of a Borrower.

  "Facility" shall mean the credit facility evidenced by
  the Total Commitment.

  "Facility Fees" shall have the meaning provided in
  Section 4.1(a).

  "Facility Termination Date" shall mean the earlier of (i)
  April 1, 2010, or (ii) the date that the Total Commitment is terminated
  pursuant to Section 10.2 hereof.

  "Federal Funds Effective Rate" shall mean, for any
  period, a fluctuating interest rate equal for each day during such period to
  the weighted average of the rates on overnight Federal Funds transactions with
  members of the Federal Reserve System arranged by Federal Funds brokers, as
  published for such day (or, if such day is not a Business Day, for the next
  preceding Business Day) by the Federal Reserve Bank of New York, or, if such
  rate is not so published for any day that is a Business Day, the average of
  the quotations for such day on such transactions received by the
  Administrative Agent from three Federal Funds brokers of recognized standing
  selected by the Administrative Agent.

  "Fees" shall mean all amounts payable pursuant to, or
  referred to in, Section 4.1, together with any other fees payable pursuant to
  this Agreement or any other Credit Document.

  "Financial Statement Due Date" shall mean each date by
  which quarterly financial statements are required to be delivered pursuant to
  Section 8.1(b).

  "Foreign Subsidiary" shall mean any Subsidiary that is
  not a Domestic Subsidiary.

  "Fronting Fee" shall have the meaning provided in Section
  4.1(c).

  "GAAP" shall mean generally accepted accounting
  principles in the United States of America as in effect from time to time.

  "Governmental Authority" shall mean any nation or
  government, any state or other political subdivision thereof, any agency,
  authority, instrumentality, regulatory body, court, administrative tribunal,
  central bank or other entity exercising executive, legislative, judicial,
  taxing, regulatory or administrative powers or functions of or pertaining to
  government.

  "Guaranty Obligations" shall mean as to any person
  (without duplication) any obligation of such person guaranteeing any
  Indebtedness ("Primary Indebtedness") of any other person (the "Primary
  Obligor") in any manner, whether directly or indirectly, including, without
  limitation, any obligation of such person, whether or not contingent, (a) to
  purchase any such Primary Indebtedness or any property constituting direct or
  indirect security therefor, (b) to advance or supply funds (i) for the
  purchase or payment of any such Primary Indebtedness or (ii) to maintain
  working capital or equity capital of the Primary Obligor or otherwise to
  maintain the net worth or solvency of the Primary Obligor, (c) to purchase
  property, securities or services primarily for the purpose of assuring the
  owner of any such Primary Indebtedness of the ability of the Primary Obligor
  to make payment of such Primary Indebtedness, or (d) otherwise to assure or
  hold harmless the owner of such Primary Indebtedness against loss in respect
  thereof; provided, however, that the Guaranty Obligation shall not include
  endorsements of instruments for deposit or collection in the ordinary course
  of business. The amount of any Guaranty Obligation shall be deemed to be an
  amount equal to the stated or determinable amount of the Primary Indebtedness
  (or stated portion thereof) in respect of which such Guaranty Obligation is
  made or, if not stated or determinable, the maximum reasonably anticipated
  liability in respect thereof (assuming such person is required to perform
  thereunder) as determined by such person in good faith.

  "Hazardous Materials" shall mean (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" shall mean (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.

  "Indebtedness" of any person shall mean 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 sold 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) all Guaranty Obligations 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.

  "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 the Borrowers and their
  Subsidiaries for the Testing Period.

  "Interest Period" shall mean, with respect to each
  Eurodollar Loan, a period of one, two, three or six months as selected by the
  Borrower Representative, provided that (i) the initial Interest Period for any
  Borrowing of Eurodollar Loans shall commence on the date of such Borrowing
  (the date of a Borrowing resulting from a Conversion or Continuation shall be
  the date of such Conversion or Continuation) and each Interest Period
  occurring thereafter in respect of such Borrowing shall commence on the day on
  which the next preceding Interest Period expires; (ii) if any Interest Period
  begins on a day for which there is no numerically corresponding day in the
  calendar month at the end of such Interest Period, such Interest Period shall
  end on the last Business Day of such calendar month; (iii) if any Interest
  Period would otherwise expire on a day that is not a Business Day, such
  Interest Period shall expire on the next succeeding Business Day, provided
  that if any Interest Period would otherwise expire on a day that is not a
  Business Day but is a day of the month after which no further Business Day
  occurs in such month, such Interest Period shall expire on the next preceding
  Business Day; (iv) no Interest Period for any Eurodollar Loan may be selected
  that would end after the Facility Termination Date; and (v) if, upon the
  expiration of any Interest Period, the Borrower has failed to (or may not)
  elect a new Interest Period to be applicable to the respective Borrowing of
  Eurodollar Loans as provided above, the Borrower shall be deemed to have
  elected to Convert such Borrowing to a Base Rate Loan effective as of the
  expiration date of such current Interest Period.

  "Investment" shall mean (i) any direct or indirect
  purchase or other acquisition by the Borrowers or any of their Subsidiaries 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 the
  Borrowers or any of their Subsidiaries.

  "KeyBank" shall mean KeyBank National Association, a
  national banking association, together with its successors and assigns.

  "Leaseholds" of any person means all the right, title and
  interest of such person as lessee or licensee in, to and under leases or
  licenses of land, improvements and/or fixtures.

  "Lender" shall have the meaning provided in the first
  paragraph of this Agreement, and shall include any Lender that becomes a party
  hereto pursuant to Section 12.4(c).

  "Lender Default" shall mean (i) the refusal (which has
  not been retracted) of a Lender in violation of the requirements of this
  Agreement to make available its portion of any incurrence of Loans or
  Mandatory Borrowing or to fund its portion of any unreimbursed payment under
  Section 3.4(c) or (ii) a Lender having notified the Administrative Agent that
  it does not intend to comply with the obligations under Section 2.1, Section
  2.8 and/or Section 3.4(c), in the case of either (i) or (ii) as a result of
  the appointment of a receiver or conservator with respect to such Lender at
  the direction or request of any regulatory agency or authority.

  "Lender Register" shall have the meaning provided in
  Section 12.15.

  "Letter of Credit" shall have the meaning provided in
  Section 3.1(a).

  "Letter of Credit Commitment Amount" shall mean
  $25,000,000.

  "Letter of Credit Documents" shall have the meaning
  specified in Section 3.2(a).

  "Letter of Credit Fee" shall have the meaning provided in
  Section 4.1(b).

  "Letter of Credit Issuer" shall mean (i) KeyBank or any
  of its Affiliates, (ii) JPMorgan Chase Bank, N.A., with respect to the
  Existing Letters of Credit; or (iii) if KeyBank is unable or unwilling to
  issue any given Letter of Credit, such other Lender that is requested, and
  agrees, to so act by the Borrower, and is approved by the Required Lenders.

  "Letter of Credit Obligor" shall have the meaning
  provided in Section 3.1(a).

  "Letter of Credit Outstandings" shall mean, at any time,
  the sum, without duplication, of (i) the aggregate Stated Amount of all
  outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid
  Drawings.

  "Letter of Credit Request" shall have the meaning
  provided in Section 3.2(a).

  "Lien" shall mean any mortgage, pledge, security
  interest, encumbrance, lien or charge of any kind (including any agreement to
  give any of the foregoing, any conditional sale or other title retention
  agreement or any lease in the nature thereof).

  "Loan" and "Loans" shall have the meanings provided in
  Section 2.1.

  "Mandatory Borrowing" shall have the meaning provided in
  Section 2.8.

  "Margin Stock" shall have the meaning provided in
  Regulation U.

  "Material Adverse Effect" shall mean 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,
  the Borrowers or the Borrowers and their Subsidiaries, taken as a whole; (ii)
  any material adverse effect on the ability of any Borrower or any other
  material Credit Party to perform any of its obligations under the Credit
  Documents to which it is a party; (iii) any material adverse effect on the
  ability of the Borrowers and their 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 any Credit Party, of any of the Credit Documents to which it is a
  party.

  "Maximum Rate" shall have the meaning provided in Section
  12.23.

  "Minimum Borrowing Amount" shall mean, with respect to
  Base Rate Loans, $1,000,000, with minimum increments thereafter of $500,000,
  and with respect to Eurodollar Loans, $5,000,000, with minimum increments
  thereafter of $1,000,000.

  "Moody's" shall mean Moody's Investors Service, Inc. and
  its successors.

  "Multiemployer Plan" shall mean a multiemployer plan, as
  defined in Section 4001(a)(3) of ERISA to which any Borrower 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" shall mean an employee benefit
  plan, other than a Multiemployer Plan, to which the Borrower or any ERISA
  Affiliate, and one or more employers other than the Borrowers 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 any Borrower 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.

  "Net Worth" shall mean, as of the last day of any fiscal
  quarter of the Borrowers, all amounts which should be included under
  shareholders' equity on a balance sheet of an entity, determined in accordance
  with GAAP, in each case on a consolidated basis for the Borrowers and their
  Subsidiaries as of the last day of any fiscal quarter of the Borrowers.

  "1934 Act" shall mean the Securities Exchange Act of
  1934, as amended.

  "Non-Defaulting Lender" shall mean each Lender other than
  a Defaulting Lender.

  "Note" and "Notes" shall have the meanings provided in
  Section 2.4(d).

  "Notice of Borrowing, Continuation or Conversion" shall
  have the meaning provided in Section 2.2(b).

  "Notice Office" shall mean the office of the
  Administrative Agent set forth on Schedule 1-B.

  "Obligations" shall mean all amounts, direct or indirect,
  contingent or absolute, of every type or description, and at any time
  existing, owing by any Borrower or any other Credit Party to the
  Administrative Agent, any Lender or any Letter of Credit Issuer pursuant to
  the terms of this Agreement or any other Credit Document (including, but not
  limited to, interest and fees that accrue after the commencement by or against
  any Credit Party of any insolvency proceeding, regardless of whether such
  interest and fees are allowed claims in such proceeding).

  "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.

  "Participant" shall have the meaning provided in Section
  3.4(a).

  "Payment Office" shall mean the office of the
  Administrative Agent set forth on Schedule 1-B.

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

  "Permitted Acquisition" shall mean and include 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 the Borrowers and their Subsidiaries,
  considered as an entirety, are engaged on the Closing Date. 

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

  (iii)       the Borrowers would,
  after giving effect to such Acquisition, on a  pro forma basis, be in
  compliance with the financial covenants set forth in Section 9.7; 

  (iv)       the Borrowers 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, the Borrowers shall
  have delivered to the Administrative Agent and the Lenders (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 an Authorized Officer of the Borrower Representative
  demonstrating, in reasonable detail, the computation of the financial
  covenants referred to in Section 9.7 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 the Borrowers and their Subsidiaries after
  giving effect to such Acquisition and such other information as the
  Administrative Agent may reasonably request. 

  "Permitted Lien" shall mean any Lien permitted by Section
  9.3.

  "Person" shall mean any individual, partnership, joint
  venture, firm, corporation, limited liability company, association, trust or
  other entity or any government or political subdivision or any agency,
  department or instrumentality thereof.

  "Plan" shall mean 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) a Borrower or a
  Subsidiary of a Borrower or an ERISA Affiliate, and each such plan for the
  five year period immediately following the latest date on which a Borrower, or
  a Subsidiary of a Borrower 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 and any unencumbered cash balances of the
  Borrowers and their Subsidiaries.

  "Primary Indebtedness" shall have the meaning provided in
  the definition of "Guaranty Obligations."

  "Primary Obligor" shall have the meaning provided in the
  definition of "Guaranty Obligations."

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

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

  "Real Property" of any person shall mean all of the
  right, title and interest of such person in and to land, improvements and
  fixtures, including Leaseholds.

  "Redeemable Stock" shall mean 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 Facility Termination Date; 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 Facility Termination Date, other than any such
  repurchase or retirement occasioned by a "change of control" or similar event.

  "Reference Banks" shall mean (i) KeyBank and (ii) any
  other Lender or Lenders selected as a Reference Bank by the Administrative
  Agent.

  "Regulation D" shall mean Regulation D of the Board of
  Governors of the Federal Reserve System as from time to time in effect and any
  successor to all or a portion thereof establishing reserve requirements.

  "Regulation U" shall mean Regulation U of the Board of
  Governors of the Federal Reserve System as from time to time in effect and any
  successor to all or a portion thereof establishing margin requirements.

  "Related Parties" shall mean, with respect to any person,
  such person's Affiliates and the directors, officers, employees, agents and
  advisors of such person and of such Affiliate.

  "Reportable Event" shall mean 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 Lenders" shall mean Non-Defaulting Lenders
  whose outstanding Loans and Unutilized Commitments constitute at least 51% of
  the sum of the total outstanding Loans and Unutilized Commitments of
  Non-Defaulting Lenders.

  "Sale and Lease-Back Transaction" shall mean any
  arrangement with any person providing for the leasing by a Borrower or any
  Subsidiary of a Borrower 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 a Borrower and a Subsidiary or between Subsidiaries), which
  property has been or is to be sold or transferred by a Borrower or such
  Subsidiary to such person.

  "S&P" shall mean Standard & Poor's Ratings Group, a
  division of McGraw Hill, Inc., and its successors.

  "SEC" shall mean the United States Securities and
  Exchange Commission.

  "SEC Regulation D" shall mean Regulation D as promulgated
  under the Securities Act of 1933, as amended, as the same may be in effect
  from time to time.

  "Security Agreement" shall have the meaning provided in
  Section 6.1(d).

  "Security Documents" shall mean the Security Agreement,
  and each other document pursuant to which any Lien or security interest (i) is
  granted by any Credit Party to the Administrative Agent for the benefit of the
  Lenders or Administrative Agent or (ii) is perfected, in each case as security
  for any of the Obligations.

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

  "Share Repurchase" shall mean the purchase, acquisition,
  repurchase, redemption or retirement by a Borrower or any of its Subsidiaries
  of any issued and outstanding capital stock or other equity interests of a
  Borrower or any of its Subsidiaries except as required pursuant to any Plan.
  

  "Standard Permitted Liens" shall mean 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 the Borrower or any Subsidiary and do not secure any Indebtedness;

  (iii)       Liens created by
  this Agreement or the other Credit Documents;

  (iv)       Liens arising from
  judgments, decrees or attachments in circumstances not constituting an Event
  of Default under Section 10.1(g);

  (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 the Borrowers or any of their
  Subsidiaries 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 the
  Borrowers and their 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.

  "Stated Amount" of each Letter of Credit shall mean the
  maximum amount available to be drawn thereunder (regardless of whether any
  conditions or other requirements for drawing could then be met).

  "Subordinated Indebtedness" shall mean any Indebtedness
  that has been subordinated to the Obligations in such manner and to such
  extent as the Administrative Agent (acting on instructions from the Required
  Lenders) may require.

  "Subsidiary" of any person shall mean and include (i) any
  corporation more than 50% of whose stock of any class or classes having by the
  terms thereof ordinary voting power to elect a majority of the directors of
  such corporation (irrespective of whether or not at the time stock of any
  class or classes of such corporation shall have or might have voting power by
  reason of the happening of any contingency) is at the time owned by such
  person directly or indirectly through Subsidiaries, and (ii) any partnership,
  limited liability company, association, joint venture or other entity in which
  such person directly or indirectly through Subsidiaries, has more than a 50%
  equity interest at the time or in which the Borrowers, one or more other
  subsidiaries of the Borrowers or the Borrowers and one or more Subsidiaries of
  the Borrowers, directly or indirectly, has the power to direct the policies,
  management and affairs thereof; provided, however, that notwithstanding the
  foregoing, an Excluded Subsidiary shall not be deemed a Subsidiary of the
  Borrowers hereunder unless or until such Excluded Subsidiary is required to
  become a Subsidiary Guarantor pursuant to Section 8.10 hereof.  Unless
  otherwise expressly provided, all references herein to "Subsidiary" shall mean
  a Subsidiary of the Borrowers.

  "Subsidiary Guarantor" shall mean any Subsidiary that is
  a party to the Subsidiary Guaranty.

  "Subsidiary Guaranty" shall have the meaning provided in
  Section 6.1(d).

  "Swingline Lender" shall mean KeyBank National
  Association, and shall include any successor to the Swingline Lender.

  "Swingline Loan" and "Swingline Loans"  shall have the
  meanings provided in Section 2.8.

  "Swingline Loan Rate" shall mean, for the applicable
  Swingline Loan, a rate equal to the Swingline Lender's cost of funds on the
  Business Day on which the Swingline Loan is made plus the Applicable Margin
  for Eurodollar Loans.

  "Swingline Loan Maturity Date" shall mean the last day of
  the period for which a particular Swingline Loan is outstanding as selected by
  a Borrower, provided, however, in no event shall such period exceed 14 days or
  exceed the Facility Termination Date.

  "Syndication Agent" shall have the meaning provided in
  the first paragraph of this Agreement and shall include any successor to the
  Syndication Agent.

  "Synthetic Lease" shall mean 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.

  "Taxes" shall have the meaning provided in Section
  5.4(a).

  "Testing Period" shall mean for any determination a
  single period consisting of the four consecutive fiscal quarters of the
  Borrowers 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 Commitment" shall mean the aggregate amount of the
  Commitments of the Lenders, as such commitment may be increased pursuant to
  Section 4.4 or decreased pursuant to the terms of this Agreement.  The amount
  of the Total Commitment on the Closing Date is $250,000,000.

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

  "Type" shall mean any type of Loan determined with
  respect to the interest option applicable thereto, i.e., a Base Rate Loan or a
  Eurodollar Loan.

  "UCC" shall mean the Uniform Commercial Code as in effect
  from time to time.  Unless otherwise specified, the UCC shall refer to the UCC
  as in effect in the State of New York.

  "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.

  "United States" and "U.S." each means United States of
  America.

  "Unpaid Drawing" shall have the meaning provided in
  Section 3.3(a).

  "Unutilized Commitment" for any Lender at any time shall
  mean the excess of (i) such Lender's Commitment at such time over (ii) the sum
  of (x) the principal amount of Loans made by such Lender and outstanding at
  such time and (y) such Lender's Commitment Percentage of Letter of Credit
  Outstandings at such time.

  "Unutilized Total Commitment" shall mean, at any time,
  the excess of (i) the Total Commitment at such time over (ii) the sum of (x)
  the aggregate principal amount of all Loans and Swingline Loans then
  outstanding plus (y) the aggregate Letter of Credit Outstandings at such time.

  "USA Patriot Act" means the Uniting and Strengthening
  America by Providing Appropriate Tools Required to Intercept and Obstruct
  Terrorism (USA PATRIOT Act) Act of 2001.

  1.2       Computation of Time
  Periods.  In this Agreement in the computation of periods of time from a
  specified date to a later specified date, the word "from" means "from and
  including," the words "to" and "until" each mean "to but excluding" and the
  word "through" means "through and including."

  1.3       Accounting Terms. 
  Except as otherwise specifically provided herein, all terms of an accounting
  or financial nature shall be construed in accordance with GAAP, as in effect
  from time to time.

  1.4       Terms Generally.  The
  definitions of terms herein shall apply equally to the singular and plural
  forms of the terms defined. Whenever the context may require, any pronoun
  shall include the corresponding masculine, feminine and neuter forms. The
  words "include," "includes" and "including" shall be deemed to be followed by
  the phrase "without limitation."  The word "will" shall be construed to have
  the same meaning and effect as the word "shall."  Unless the context requires
  otherwise, (a) any definition of or reference to any agreement, instrument or
  other document herein shall be construed as referring to such agreement,
  instrument or other document as from time to time amended, restated,
  supplemented or otherwise modified (subject to any restrictions on such
  amendments, supplements or modifications set forth herein), (b) any reference
  herein to any person shall be construed to include such person's successors
  and assigns, (c) the words "herein," "hereof" and "hereunder," and words of
  similar import, shall be construed to refer to this Agreement in its entirety
  and not to any particular provision hereof, (d) all references herein to
  Sections, Schedules and Exhibits shall be construed to refer to Sections of,
  and Schedules and Exhibits to, this Agreement, and (e) the words "asset" and
  "property" shall be construed to have the same meaning and effect and to refer
  to any and all real property, tangible and intangible assets and properties,
  including cash, securities, accounts and contract rights, and interests in any
  of the foregoing.

  ARTICLE II.

  AMOUNT AND TERMS
  OF LOANS

  2.1       Loans.  Subject to and
  upon the terms and conditions herein set forth, each Lender severally agrees
  to make a loan or loans (each a "Loan" and, collectively, the "Loans") to the
  Borrowers, which Loans shall be drawn, to the extent such Lender has a
  Commitment, as hereinafter provided.  Loans (i) may be incurred by the
  Borrowers at any time from the Closing Date until the Facility Termination
  Date; (ii) except as otherwise provided, may, at the option of the Borrower,
  be incurred and maintained as, or Converted into, Loans that are Base Rate
  Loans or Eurodollar Loans, in each case denominated in Dollars, provided that
  all Loans made as part of the same Borrowing shall, unless otherwise
  specifically provided herein, consist of Loans of the same Type; (iii) may be
  repaid or prepaid and re-borrowed in accordance with the provisions hereof;
  and (iv) shall not exceed for any Lender at any time outstanding that
  aggregate principal amount that, when added to the product at such time of (A)
  such Lender's Commitment Percentage, times (B) the aggregate Letter of Credit
  Outstandings plus the aggregate outstanding principal of the Swingline Loans,
  equals the Commitment of such Lender at such time.  In addition, no Loans
  shall be incurred at any time if, after giving effect thereto, the Borrowers
  would be required to prepay Loans in accordance with Section 5.2(b).

  2.2       Borrowing,
  Continuation or Conversion of Loans.

  (a)       
  Borrowings, Continuations and Conversions.  The Borrowers may, in accordance
  with the provisions set forth in this Section and subject to the other terms
  and conditions of this Agreement, (i) request Borrowings, (ii) Convert all or
  a portion of the outstanding principal amount of Loans of one Type into a
  Borrowing or Borrowings of another Type of Loans that can be made pursuant to
  the Facility and (iii) Convert a Borrowing of Eurodollar Loans at the end of
  the applicable Interest Period as a new Eurodollar Loan with a new Interest
  Period, provided that (A) any Conversion of Eurodollar Loans into Base Rate
  Loans shall be made on, and only on, the last day of an Interest Period for
  such Eurodollar Loans, (B) Base Rate Loans may only be Converted into
  Eurodollar Loans if no Default under Section 10.1(a) or Event of Default is in
  existence on the date of the Conversion unless the Required Lenders otherwise
  agree, and (C) Base Rate Loans may not be Converted into Eurodollar Loans
  during any period when such Conversion is not permitted under Section 2.6.

  (b)       
  Notice of Borrowings, Continuation and Conversion.  Each Borrowing,
  Continuation or Conversion of a Loan shall be made upon notice in the form
  provided for below, which notice shall be provided by the Borrower
  Representative to the Administrative Agent at its Notice Office not later than
  (i) in the case of each Borrowing or Continuation of or Conversion into a
  Eurodollar Loan, 12:00 noon (local time at its Notice Office) at least three
  Business Days' prior to the date of such Borrowing, Continuation or
  Conversion, and (ii) in the case of each Borrowing of or Conversion to a Base
  Rate Loan, 12:00 noon (local time at its Notice Office) on the proposed date
  of such Borrowing or Conversion.  Each such request shall be made by an
  Authorized Officer of the Borrower Representative delivering written notice of
  such request substantially in the form of Exhibit B hereto (each such notice,
  a "Notice of Borrowing, Continuation or Conversion") or by telephone (to be
  confirmed immediately in writing by delivery by an Authorized Officer of a
  Notice of Borrowing, Continuation or Conversion), and in any event each such
  request shall be irrevocable and shall specify (A) the aggregate principal
  amount of the Loans to be made (which shall be at least the Minimum Borrowing
  Amount) pursuant to such Borrowing or, if applicable, the Borrowings to be
  Continued or Converted, (B) the date of the Borrowing, Continuation or
  Conversion (which shall be a Business Day), (C) whether the Borrowing will
  consist of Base Rate Loans or Eurodollar Loans or, in the case of a
  Continuation or Conversion, the Loans to be Continued or Converted, and (D) if
  applicable, the initial Interest Period thereto or, in the case of a
  Continuation, the new Interest Period.  Without in any way limiting the
  obligation of the Borrower Representative to confirm in writing any telephonic
  notice permitted to be given hereunder, the Administrative Agent may act prior
  to receipt of written confirmation without liability upon the basis of such
  telephonic notice believed by the Administrative Agent in good faith to be
  from an Authorized Officer of the Borrower Representative entitled to give
  telephonic notices under this Agreement on behalf of the Borrower. In each
  such case, the Administrative Agent's record of the terms of such telephonic
  notice shall be conclusive absent manifest error.

  (c)       
  Minimum Borrowing Amount.  The aggregate principal amount of each Borrowing by
  the Borrowers shall not be less than the Minimum Borrowing Amount.  No partial
  Conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding
  principal amount of the Eurodollar Loans made pursuant to such Borrowing to
  less than the Minimum Borrowing Amount applicable thereto.

  (d)       
  Maximum Borrowings.  More than one Borrowing may be incurred by the Borrowers
  on any day, provided that (i) if there are two or more Borrowings on a single
  day by the Borrowers that consist of Eurodollar Loans, each such Borrowing
  shall have a different initial Interest Period, and (ii) at no time shall
  there be more than six Borrowings of Eurodollar Loans outstanding hereunder.

  (e)       
  Notice to Lenders. The Administrative Agent shall promptly give each Lender
  written notice (or telephonic notice promptly confirmed in writing) of (i)
  each proposed Borrowing, (ii) such Lender's proportionate share thereof and
  (iii) the other matters covered by the Notice of Borrowing, Continuation or
  Conversion relating thereto.

  2.3       Pro Rata Borrowings;
  Disbursement of Funds. 

  (a)       
  Loans to be Made Pro Rata.  The obligation of each Lender to make Loans
  hereunder and the Commitment of each Lender are several and not joint
  obligations.  All Borrowings shall be made by the Lenders pro rata on
  the basis of their respective Commitments. It is understood that no Lender
  shall be responsible for any default by any other Lender in its obligation to
  make Loans hereunder and that each Lender shall be obligated to make the Loans
  provided to be made by it hereunder, regardless of the failure of any other
  Lender to fulfill its Commitment.

  (b)       
  Funding of Loans.  No later than 2:00 P.M. (local time at the Payment Office)
  on the date specified in each Notice of Borrowing, Continuation or Conversion,
  each Lender will make available its pro rata share, if any, of each
  Borrowing requested to be made on such date in the manner provided below.  All
  amounts shall be made available to the Administrative Agent in Dollars and
  immediately available funds at the Payment Office and the Administrative Agent
  shall promptly make available to the Borrower Representative by depositing to
  its account at the Payment Office the aggregate of the amounts so made
  available in the type of funds received.

  (c)       
  Advance Funding.  Unless the Administrative Agent shall have been notified by
  any Lender prior to the date of Borrowing that such Lender does not intend to
  make available to the Administrative Agent its portion of the Borrowing or
  Borrowings to be made on such date, the Administrative Agent may assume that
  such Lender has made such amount available to the Administrative Agent on such
  date of Borrowing, and the Administrative Agent, in reliance upon such
  assumption, may (in its sole discretion and without any obligation to do so)
  make available to the Borrowers a corresponding amount.  If such corresponding
  amount is not in fact made available to the Administrative Agent by such
  Lender and the Administrative Agent has made available same to the Borrowers,
  the Administrative Agent shall be entitled to recover such corresponding
  amount from such Lender.  If such Lender does not pay such corresponding
  amount forthwith upon the Administrative Agent's demand therefor, the
  Administrative Agent shall promptly notify the Borrower Representative, and
  the Borrowers shall immediately pay such corresponding amount to the
  Administrative Agent.  The Administrative Agent shall also be entitled to
  recover from such Lender or the Borrowers, as the case may be, interest on
  such corresponding amount in respect of each day from the date such
  corresponding amount was made available by the Administrative Agent to the
  Borrowers to the date such corresponding amount is recovered by the
  Administrative Agent, at a rate per annum equal to (x) if paid by such Lender,
  the overnight Federal Funds Effective Rate or (y) if paid by the Borrowers,
  the then applicable rate of interest, calculated in accordance with Section
  2.5, for the respective Loans (but without any requirement to pay any amounts
  in respect thereof pursuant to Section 2.7).

  (d)       
  Rights Not Prejudiced.  Nothing herein and no subsequent termination of the
  Commitments pursuant to Section 4.2 or 4.3 shall be deemed to relieve any
  Lender from its obligation to fulfill its commitments hereunder and in
  existence from time to time or to prejudice any rights that the Borrowers may
  have against any Lender as a result of any default by such Lender hereunder.

  2.4       Evidence of
  Obligations.

  (a)        Loan
  Accounts of Lenders.  The Obligations of the Borrowers owing to each Lender
  hereunder shall be evidenced by, and each Lender shall maintain in accordance
  with its usual practice, an account or accounts established by such Lender,
  which account or accounts shall include the amounts of principal and interest
  payable and paid to such Lender from time to time hereunder.

  (b)        Loan
  Accounts of Administrative Agent.  The Administrative Agent shall maintain
  accounts in which it shall record (i) the amount of each Loan made hereunder,
  the Type thereof, and the Interest Period and applicable interest rate if such
  Loan is a Eurodollar Loan, (ii) the amount of any principal due and payable or
  to become due and payable from the Borrowers to each Lender hereunder, and
  (iii) the amount of any sum received by the Administrative Agent hereunder for
  the account of the Lenders and each Lender's share thereof.

  (c)       
  Effect of Loan Accounts, etc.  The entries made in the accounts maintained
  pursuant to Section 2.4(a) and (b) shall be prima facie evidence of the
  existence and amounts of the obligations recorded therein; provided, that the
  failure of any Lender or the Administrative Agent to maintain such accounts or
  any error therein shall not in any manner affect the obligation of the
  Borrowers to repay or prepay the Loans or any such other amounts in accordance
  with the terms of this Agreement.

  (d)       
  Notes.  Upon request of any Lender, the Borrowers' obligation to pay the
  principal of, and interest on, the Loans made to it by each Lender shall be
  evidenced by a joint and several promissory note of the Borrowers
  substantially in the form of Exhibit A with blanks appropriately completed in
  conformity herewith (each a "Note" and, collectively, the "Notes"), provided
  that the decision of any Lender to not request a Note shall in no way detract
  from the Borrowers' obligation to repay the Loans and other amounts owing by
  the Borrowers to such Lender.  Any Note issued by the Borrowers to a Lender
  shall:  (i) be executed by the Borrowers; (ii) be payable to the order of such
  Lender and be dated as of the Closing Date (or in the case of any Note issued
  in connection with an Assignment Agreement, the effective date of such
  Assignment Agreement); (iii) be payable in the principal amount of Loans
  evidenced thereby; (iv) mature on the Facility Termination Date; (v) bear
  interest as provided in Section 2.5 in respect of the Base Rate Loans or
  Eurodollar Loans, as the case may be, evidenced thereby; (vi) be subject to
  mandatory prepayment as provided in Section 5.2; and (vii) be entitled to the
  benefits of this Agreement and the other Credit Documents.

  2.5       Interest.

  (a)       
  Interest on Base Rate Loans.  During such periods as a Loan is a Base Rate
  Loan, it shall bear interest at a fluctuating rate per annum that shall at all
  times be equal to the Base Rate in effect from time to time plus the
  Applicable  Margin in effect from time to time for such Loan.

  (b)       
  Interest on Eurodollar Loans.  During such periods as a Loan is a Eurodollar
  Loan, it shall bear interest at a rate per annum that shall at all times
  during an Interest Period therefor be the relevant Adjusted Eurodollar Rate
  for such Eurodollar Loan for such Interest Period plus the Applicable Margin
  in effect from time to time for such Loan.

  (c)       
  Default Interest.  Notwithstanding the above provisions, if a Default under
  Section 10.1(a) or Event of Default is in existence, all outstanding amounts
  of principal and, to the extent permitted by law, all overdue interest, in
  respect of each Loan and each Swingline Loan shall bear interest, payable on
  demand by the Administrative Agent, at a rate per annum equal to 2% per annum
  above the interest rate that is or would be applicable from time to time
  pursuant to Section 2.5(a) or 2.8(c), as applicable, which shall be set based
  on the highest Applicable Margin. If any amount (other than the principal of
  and interest on the Loans or Swingline Loans) payable by the Borrowers under
  the Credit Documents is not paid when due, such amount shall bear interest,
  payable on demand by the Administrative Agent, at a rate per annum equal to 2%
  per annum above the interest rate that is or would be applicable from time to
  time pursuant to Section 2.5(a) in the case of Loans or 2.8(c) in the case of
  Swingline Loans.

  (d)       
  Accrual and Payment of Interest.  Interest shall accrue from and including the
  date of any Borrowing to but excluding the date of any prepayment or repayment
  thereof and shall be payable:

  (i)         in
  respect of each Base Rate Loan, quarterly in arrears on the last Business Day
  of each March, June, September and December, 

  (ii)        in
  respect of each Eurodollar Loan, on the last day of each Interest Period
  applicable thereto and, in the case of an Interest Period in excess of three
  months, on the dates that are successively three months after the commencement
  of such Interest Period, and

  (iii)       on
  any repayment, prepayment or Conversion (on the amount repaid, prepaid or
  Converted), at maturity (whether by acceleration or otherwise) and, after such
  maturity, on demand; and

  (iv)       in
  respect of each Swingline Loan, on the payment date of the applicable
  Swingline Loan.

  (e)       
  Computations of Interest.  All computations of interest on Eurodollar Loans
  and Swingline Loans and other amounts (other than Base Rate Loans) hereunder
  shall be made on the actual number of days elapsed over a year of 360 days,
  and all computations of interest on Base Rate Loans hereunder shall be made on
  the actual number of days elapsed over a year of 365 or 366 days, as
  applicable.

  (f)        
  Information as to Interest Rates.  The Administrative Agent upon determining
  the interest rate for any Borrowing or any change in interest rate applicable
  to any Borrowing as a result of a change in the Applicable Margin, a change in
  the Base Rate, a change in Swingline Lender's cost of funds (in the case of
  the Swingline Loans) the implementation of the default rate or otherwise,
  shall promptly notify the Borrower Representative and the Lenders thereof,
  provided that (i) any such change shall be immediately effective as and when
  such change occurs without regard to when the Administrative Agent provides
  any such notice, and (ii) the failure of the Administrative Agent to give any
  such notice shall in no way detract from or affect the obligation of the
  Borrowers to pay interest at the changed rate.  If the Administrative Agent is
  unable to determine the Adjusted Eurodollar Rate for any Borrowing of
  Eurodollar Loans based on the quotation service referred to in clause (i) of
  the definition of the term Adjusted Eurodollar Rate, it will promptly so
  notify the Reference Banks and each Reference Bank will furnish the
  Administrative Agent timely information for the purpose of determining the
  Adjusted Eurodollar Rate for such Borrowing.  If any one or more of the
  Reference Banks shall not timely furnish such information, the Administrative
  Agent shall determine the Adjusted Eurodollar Rate for such Borrowing on the
  basis of timely information furnished by the remaining Reference Banks.

  2.6       Increased Costs,
  Illegality, etc.

  (a)        In
  the event that (x) in the case of clause (i) below, the Administrative Agent
  or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have
  determined on a reasonable basis (which determination shall, absent manifest
  error, be final and conclusive and binding upon all parties hereto):

  (i)         on
  any date for determining the Adjusted Eurodollar Rate for any Interest Period
  that, by reason of any changes arising after the Closing Date affecting the
  London interbank market, adequate and fair means do not exist for ascertaining
  the applicable interest rate on the basis provided for in the definition of
  Adjusted Eurodollar Rate; or

  (ii)        at
  any time, that such Lender shall incur increased costs or reductions in the
  amounts received or receivable hereunder in an amount that such Lender deems
  material with respect to any Eurodollar Loans (other than any increased cost
  or reduction in the amount received or receivable resulting from the
  imposition of or a change in the rate of taxes or similar charges) because of
  (x) any change since the Closing Date in any applicable law, governmental
  rule, regulation, guideline, order or request (whether or not having the force
  of law), or in the interpretation or administration thereof and including the
  introduction of any new law or governmental rule, regulation, guideline, order
  or request (such as, for example, but not limited to, a change in official
  reserve requirements, but, in all events, excluding reserves includable in the
  Eurodollar Rate pursuant to the definition thereof) or (y) other circumstances
  adversely affecting the London interbank market or the position of such Lender
  in such market; or

  (iii)       at
  any time, that the making or continuance of any Eurodollar Loan has become
  unlawful by compliance by such Lender in good faith with any change since the
  Closing Date in any law, governmental rule, regulation, guideline or order, or
  the interpretation or application thereof, or would conflict with any thereof
  not having the force of law but with which such Lender customarily complies or
  has become impracticable as a result of a contingency occurring after the
  Closing Date that materially adversely affects the London interbank market;

  then, and in each such event,
  such Lender (or the Administrative Agent in the case of clause (i) above)
  shall (x) on or promptly following such date or time and (y) within 10
  Business Days of the date on which such event no longer exists give notice (by
  telephone confirmed in writing) to the Borrower and to the Administrative
  Agent of such determination (which notice the Administrative Agent shall
  promptly transmit to each of the other Lenders).  Thereafter (x) in the case
  of clause (i) above, Eurodollar Loans shall no longer be available until such
  time as the Administrative Agent notifies the Borrower and the Lenders that
  the circumstances giving rise to such notice by the Administrative Agent no
  longer exist, and any Notice of Borrowing, Notice of Conversion or Notice of
  Continuation given by the Borrower with respect to Eurodollar Loans that have
  not yet been incurred, Converted or Continued shall be deemed rescinded by the
  Borrower or, in the case of a Notice of Borrowing, shall, at the option of the
  Borrower Representative, be deemed converted into a Notice of Borrowing for
  Base Rate Loans to be made on the date of Borrowing contained in such Notice
  of Borrowing, (y) in the case of clause (ii) above, the Borrowers shall pay to
  such Lender, upon written demand by the Administrative Agent, on behalf of
  such Lender therefor, such additional amounts (in the form of an increased
  rate of, or a different method of calculating, interest or otherwise as such
  Lender shall determine) as shall be required to compensate such Lender, for
  such increased costs or reductions in amounts receivable hereunder (a written
  notice as to the additional amounts owed to such Lender, showing the basis for
  the calculation thereof, which basis must be reasonable, submitted to the
  Borrower Representative by such Lender shall, absent manifest error, be final
  and conclusive and binding upon all parties hereto) and (z) in the case of
  clause (iii) above, the Borrowers shall take one of the actions specified in
  Section 2.6(b) as promptly as possible and, in any event, within the time
  period required by law.

  (b)        At
  any time that any Eurodollar Loan is affected by the circumstances described
  in Section 2.6(a)(ii) or (iii), the Borrowers may (and in the case of a
  Eurodollar Loan affected pursuant to Section 2.6(a)(iii) the Borrowers shall)
  either (i) if the affected Eurodollar Loan is then being made pursuant to a
  Borrowing, by giving the Administrative Agent telephonic notice (confirmed
  promptly in writing) thereof on the same date that the Borrower Representative
  was notified by a Lender pursuant to Section 2.6(a)(ii) or (iii), cancel said
  Borrowing, convert the related Notice of Borrowing into one requesting a
  Borrowing of Base Rate Loans or require the affected Lender to make its
  requested Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan is
  then outstanding, upon at least one Business Day's notice to the
  Administrative Agent, require the affected Lender to Convert each such
  Eurodollar Loan into a Base Rate Loan, provided that if more than one Lender
  is affected at any time, then all affected Lenders must be treated the same
  pursuant to this Section 2.6(b).

  (c)        If
  any Lender shall have determined that after the Closing Date, the adoption of
  any applicable law, rule or regulation regarding capital adequacy, or any
  change therein, or any change in the interpretation or administration thereof
  by any Governmental Authority, central bank or comparable agency charged by
  law with the interpretation or administration thereof, or compliance by such
  Lender or its parent corporation with any request or directive regarding
  capital adequacy (whether or not having the force of law) of any such
  authority, central bank, or comparable agency, in each case made subsequent to
  the Closing Date, has or would have the effect of reducing by an amount
  reasonably deemed by such Lender to be material the rate of return on such
  Lender's or its parent corporation's capital or assets as a consequence of
  such Lender's commitments or obligations hereunder to a level below that which
  such Lender or its parent corporation could have achieved but for such
  adoption, effectiveness, change or compliance (taking into consideration such
  Lender's or its parent corporation's policies with respect to capital
  adequacy), then from time to time, within 15 days after demand by such Lender
  (with a copy to the Administrative Agent), the Borrowers shall pay to such
  Lender such additional amount or amounts as will compensate such Lender or its
  parent corporation for such reduction.  Each Lender, upon determining in good
  faith that any additional amounts will be payable pursuant to this Section
  2.6(c), will give prompt written notice thereof to the Borrower
  Representative, which notice shall set forth, in reasonable detail, the basis
  of the calculation of such additional amounts, which basis must be reasonable,
  although the failure to give any such notice shall not release or diminish any
  of the Borrowers' obligations to pay additional amounts pursuant to this
  Section 2.6(c) upon the subsequent receipt of such notice.

  2.7       Breakage
  Compensation.  The Borrowers shall compensate each Lender, upon its written
  request (which request shall set forth the detailed basis for requesting and
  the method of calculating such compensation), for all reasonable losses,
  costs, expenses and liabilities (including, without limitation, any loss,
  cost, expense or liability incurred by reason of the liquidation or
  reemployment of deposits or other funds required by such Lender to fund its
  Eurodollar Loans) which such Lender may sustain: (i) if for any reason (other
  than a default by such Lender or the Administrative Agent) a Borrowing of
  Eurodollar Loans does not occur on a date specified therefor in a Notice of
  Borrowing, Notice of Conversion or Notice of Continuation (whether or not
  withdrawn by the Borrowers or deemed withdrawn pursuant to Section 2.6(a));
  (ii) if any repayment, prepayment, Conversion or Continuation of any of its
  Eurodollar Loans occurs on a date that is not the last day of an Interest
  Period applicable thereto; (iii) if any prepayment of any of its Eurodollar
  Loans is not made on any date specified in a notice of prepayment given by the
  Borrower Representative; (iv) as a result of an assignment by a Lender of any
  Eurodollar Loan other than on the last day of the Interest Period applicable
  thereto pursuant to a request by the Borrower Representative pursuant to
  Section 2.8(b); or (v) as a consequence of (x) any other default by the
  Borrowers to repay or prepay its Eurodollar Loans when required by the terms
  of this Agreement or (y) an election made pursuant to Section 2.6(b).  Such
  loss, cost, expense and liability to any Lender shall be deemed to include an
  amount determined by such Lender to be the excess, if any, of (i) the amount
  of interest that would have accrued on the principal amount of such Loan had
  such event not occurred, at the interest rate that would have been applicable
  to such Loan, for the period from the date of such event to the last day of
  the then current Interest Period therefor (or, in the case of a failure to
  effect a Borrowing, Conversion or Continuation, for the period that would have
  been the Interest Period for such Loan), over (ii) the amount of interest that
  would accrue on such principal amount for such period at the interest rate
  that such Lender would bid were it to bid, at the commencement of such period,
  for dollar deposits of a comparable amount and period from other banks in the
  eurodollar market.  A certificate of any Lender setting forth any amount or
  amounts that such Lender is entitled to receive pursuant to this Section shall
  be delivered to the Borrower Representative and shall be conclusive absent
  manifest error.  The Borrowers shall pay such Lender the amount shown as due
  on any such request within 10 days after receipt thereof.

  2.8       Swingline Loans.  

  (a)       
  Subject to and upon the terms and conditions herein set forth, the Swingline
  Lender agrees to make a swingline loan or swingline loans (each a "Swingline
  Loan" and, collectively, the "Swingline Loans") to the Borrowers as herein
  provided.  Swingline Loans (1) may be incurred by the Borrowers at any time
  from the Closing Date until the Business Day which is one Business Day prior
  to the Facility Termination Date; provided that no more than two Swingline
  Loans may be outstanding at any one time; (ii) subject to Section 2.5(c) shall
  bear interest at the applicable Swingline Loan Rate; (iii) may be repaid or
  reborrowed in accordance with the provisions hereof provided that no Swingline
  Loan shall remain outstanding for more than 14 days; (iv) shall be in a
  minimum amount of $500,000 each, and (v) shall not exceed $20,000,000 in the
  aggregate principal amount at any one time (the "Swingline Committed
  Amount").  The Lenders other than the Swingline Lender will not participate in
  nor be obligated to make Swingline Loans (other than as set forth in Section
  2.8(b)(ii) hereof).  In addition, no Swingline Loans shall be incurred at any
  time if, after giving effect thereto, any Borrower would be required to prepay
  the Loans in accordance with Section 5.2(b).

  (b)       
  Swingline Loan Borrowings.

  (i)        
  Notice of Borrowing and Disbursement.   The Swingline Lender will make
  Swingline Loans available to the Borrowers on any Business Day upon request
  made by the Borrower Representative to the Swingline Lender not later than 12
  noon (local time at its Notice Office) on the proposed day of borrowing.  A
  notice of request for  borrowing shall be made in the form of Exhibit B.

  (ii)       
  Repayment of Swingline Loans.  Each Swingline Loan borrowing shall be due and
  payable on the Swingline Loan Maturity Date or may be converted into a Loan. 
  The Swingline Lender may, at any time, in its sole discretion, by written
  notice to the Borrower Representative and the Administrative Agent, demand
  conversion of its Swingline Loans into a Loan, in which case the Borrowers
  shall be deemed to have requested a Loan comprised entirely of Base Rate Loans
  in the amount of such Swingline Loans; provided, however, that, in the
  following circumstances, any such demand shall also be deemed to have been
  given one Business Day prior to each of (i) the Facility Termination Date,
  (ii) the occurrence of any Event of Default described in Section 10.1(h),
  (iii) upon acceleration of the Obligations hereunder, whether on account of an
  Event of Default described in Section 10.1(h) or any other Event of Default,
  and (iv) the exercise of remedies in accordance with the provisions of Section
  10.2 hereof (each such Loan made on account of any such deemed request
  therefor as provided herein being hereinafter referred to as "Mandatory
  Borrowing").  Each Lender hereby irrevocably agrees to make such Loans
  promptly upon any such request or deemed request on account of each Mandatory
  Borrowing in the amount and in the manner specified in the preceding sentence
  and on the same such date notwithstanding (A) the amount of Mandatory
  Borrowing may not comply with the minimum amount for borrowings of Loans
  otherwise required hereunder, (B) whether any conditions specified in Section
  6.2 are then satisfied, (C) whether a Default, Event of Default or Material
  Adverse Effect then exists, (D) failure of any such request or deemed request
  for Loans to be made by the time otherwise required in Section 2.2(b), (E) the
  date of such Mandatory Borrowing, or (F) any reduction in the Total Commitment
  or termination of the Commitments immediately prior to such Mandatory
  Borrowing or contemporaneously therewith.  In the event that any Mandatory
  Borrowing cannot for any reason be made on the date otherwise required above
  (including, without limitation, as a result of the commencement of a
  proceeding under the Bankruptcy Code), then each Lender hereby agrees that it
  shall forthwith purchase (as of the date the Mandatory Borrowing would
  otherwise have occurred, but adjusted for any payments received from the
  Borrowers on or after such date and prior to such purchase) from the Swingline
  Lender such participations in the outstanding Swingline Loans as shall be
  necessary to cause each such Lender to share in such Swingline Loans ratably
  based upon its respective Commitment Percentage (determined before giving
  effect to any termination of the Commitments pursuant to Section 10.2)
  provided that (A) all interest payable on the Swingline Loans shall be for the
  account of the Swingline Lender until the date as of which the respective
  participation is purchased, and (B) at the time any purchase of participations
  pursuant to this sentence is actually made, the purchasing Lender shall be
  required to pay to the Swingline Lender interest on the principal amount of
  such participation purchased for each day from and including the day upon
  which the Mandatory Borrowing would otherwise have occurred to but excluding
  the date of payment for such participation, at the rate equal to, if paid
  within two (2) Business Days of the date of the Mandatory Borrowing, the
  Federal Funds Effective Rate, and thereafter at a rate equal to the Base
  Rate.  Upon any change in the Commitments of the Lenders pursuant to Section
  12.4(c), it is hereby agreed that, with respect to all outstanding Swingline
  Loans, there shall be an automatic adjustment to the participations pursuant
  to this Section 2.8.

  (c)       
  Interest on Swingline Loans.  Subject to the provisions of Section 2.5(c),
  Swingline Loans shall bear interest at a per annum rate equal to the Swingline
  Loan Rate.  Interest on Swingline Loans shall be payable in arrears on each
  Swingline Loan Maturity Date.

  2.9       Reserve. 
  Notwithstanding anything to the contrary in this Agreement; the Borrowers
  shall maintain an Unutilized Total Commitment in an amount equal to at least
  the principal amount of all Indebtedness in connection with the note offerings
  described on Schedule 9.4 which are due to mature within six months of the
  applicable date.

  ARTICLE III.

  LETTERS OF
  CREDIT

  3.1       Letters of Credit. 
  

  (a)       
  Subject to and upon the terms and conditions herein set forth, a Borrower may
  request a Letter of Credit Issuer at any time and from time to time on or
  after the Closing Date and prior to the date that is 60 Business Days prior to
  the Facility Termination Date to issue, for the account of such Borrower or
  any Subsidiary Guarantor (the Borrower or any such Subsidiary Guarantor, a
  "Letter of Credit Obligor"), and subject to and upon the terms and conditions
  herein set forth, such Letter of Credit Issuer agrees to issue from time to
  time, irrevocable standby letters of credit denominated and payable in Dollars
  in such form as may be approved by such Letter of Credit Issuer (each such
  letter of credit (a "Letter of Credit" and collectively, the "Letters of
  Credit").  

  (b)       
  Notwithstanding the foregoing, (i) no Letter of Credit shall be issued, and
  the Stated Amount of any outstanding Letter of Credit shall not be increased,
  if after giving effect thereto the Letter of Credit Outstandings would exceed
  either (x) the Letter of Credit Commitment Amount (y) when added to the
  aggregate principal amount of all  Loans and Swingline Loans then outstanding,
  an amount equal to the Total Commitment at such time; (ii) each Letter of
  Credit shall have an expiry date (including any renewal periods) occurring not
  later than the earlier of (A) one year from the date of issuance thereof, and
  (B) 30 Business Days prior to the Facility Termination Date, in each case on
  terms acceptable to the applicable Letter of Credit Issuer. In addition, no
  Letter of Credit shall be issued or increased in amount if after giving effect
  thereto the Borrower would be required to prepay Loans in accordance with
  Section 5.2(b).

  (c)       
  Notwithstanding the foregoing, in the event a Lender Default exists, no Letter
  of Credit Issuer shall be required to issue any Letter of Credit unless either
  (i) such Letter of Credit Issuer has entered into arrangements satisfactory to
  it and the Borrower to eliminate such Letter of Credit Issuer's risk with
  respect to the participation in Letters of Credit of the Defaulting Lender or
  Lenders, including by cash collateralizing such Defaulting Lender's or
  Lenders' Commitment Percentage of the Letter of Credit Outstandings; or (ii)
  the issuance of such Letter of Credit, taking into account the potential
  failure of the Defaulting Lender or Lenders to risk participate therein, will
  not cause the Letter of Credit Issuer to incur aggregate credit exposure
  hereunder with respect to Loans, Swingline Loans and Letter of Credit
  Outstandings in excess of its Commitment, and the Borrower has undertaken, for
  the benefit of such Letter of Credit Issuer, pursuant to an instrument
  satisfactory in form and substance to such Letter of Credit Issuer, not to
  thereafter incur Loans, Swingline Loans or Letter of Credit Outstandings
  hereunder that would cause the Letter of Credit Issuer to incur aggregate
  credit exposure hereunder with respect to Loans, Swingline Loans and Letter of
  Credit Outstandings in excess of its Commitment.

  (d)       
  Unless otherwise agreed to by a Letter of Credit Issuer and the Borrower, the
  rules of the "International Standby Practices 1998" published by the Institute
  of International Banking Law & Practice (or such later version thereof as may
  be in effect at the time of issuance) shall apply to each Letter of Credit
  issued hereunder.

  3.2       Letter of Credit
  Requests: Notices of Issuance.  

  (a)       
  Whenever it desires that a Letter of Credit be issued, the Borrowers shall
  give the Administrative Agent and the Letter of Credit Issuer written or
  telephonic notice (in the case of telephonic notice, promptly confirmed in
  writing if so requested by the Administrative Agent) which, if in the form of
  written notice shall be in form satisfactory to the Letter of Credit Issuer or
  transmit by electronic communication (if arrangements for doing so have been
  approved by the Letter of Credit Issuer), prior to 12:00 noon (local time at
  the Notice Office) at least three Business Days (or such shorter period as may
  be acceptable to the relevant Letter of Credit Issuer) prior to the proposed
  date of issuance (which shall be a Business Day) (each a "Letter of Credit
  Request"), which Letter of Credit Request shall include such supporting
  documents that such Letter of Credit Issuer customarily requires in connection
  therewith (including, in the case of a Letter of Credit for an account party
  other than a Borrower, an application for, and if applicable a reimbursement
  agreement with respect to, such Letter of Credit). Any such documents executed
  in connection with the issuance of a Letter of Credit, including the Letter of
  Credit itself, are herein referred to as "Letter of Credit Documents."  In the
  event of any inconsistency between any of the terms or provisions of any
  Letter of Credit Document and the terms and provisions of this Agreement
  respecting Letters of Credit, the terms and provisions of this Agreement shall
  control. The Administrative Agent shall promptly notify each Lender of each
  Letter of Credit Request.

  (b)        Each
  Letter of Credit Issuer shall, on the date of each issuance of a Letter of
  Credit by it, give the Administrative Agent, each applicable Lender and the
  Borrower Representative written notice of the issuance of such Letter of
  Credit, accompanied by a copy to the Administrative Agent of the Letter of
  Credit or Letters of Credit issued by it. Each Letter of Credit Issuer shall
  provide to the Administrative Agent a quarterly (or monthly if requested by
  any applicable Lender) summary describing each Letter of Credit issued by such
  Letter of Credit Issuer and then outstanding and an identification for the
  relevant period of the daily aggregate Letter of Credit Outstandings
  represented by Letters of Credit issued by such Letter of Credit Issuer.

  3.3       Agreement to Repay
  Letter of Credit Drawings.

  (a)        The
  Borrowers hereby jointly and severally agree to reimburse (or cause any Letter
  of Credit Obligor for whose account a Letter of Credit was issued to
  reimburse) each Letter of Credit Issuer, by making payment directly to such
  Letter of Credit Issuer in immediately available funds at the payment office
  of such Letter of Credit Issuer, for any payment or disbursement made by such
  Letter of Credit Issuer under any Letter of Credit (each such amount so paid
  or disbursed until reimbursed, an "Unpaid Drawing") immediately after, and in
  any event on the date on which, such Letter of Credit Issuer notifies the
  Borrower Representative (or any such other Letter of Credit Obligor for whose
  account such Letter of Credit was issued) of such payment or disbursement
  (which notice to the Borrower Representative (or such other Letter of Credit
  Obligor) shall be delivered reasonably promptly after any such payment or
  disbursement), such payment to be made in Dollars, with interest on the amount
  so paid or disbursed by such Letter of Credit Issuer, to the extent not
  reimbursed prior to 1:00 P.M. (local time at the payment office of the Letter
  of Credit Issuer) on the date of such payment or disbursement, from and
  including the date paid or disbursed to but not including the date such Letter
  of Credit Issuer is reimbursed therefor at a rate per annum that shall be the
  rate then applicable to Loans that are Base Rate Loans (plus an additional 2%
  per annum as described in Section 2.5(c) if not reimbursed on the date of such
  payment or disbursement), any such interest also to be payable on demand.  If
  by 11:00 A.M. on the Business Day immediately following notice to it of its
  obligation to make reimbursement in respect of an Unpaid Drawing, the
  Borrowers have not made such reimbursement out of its available cash on hand
  or a contemporaneous Borrowing hereunder, (x) the Borrowers will be deemed to
  have given a Notice of Borrowing for Base Rate Loans in an aggregate principal
  amount sufficient to reimburse such Unpaid Drawing (and the Administrative
  Agent shall promptly give notice to the Lenders of such deemed Notice of
  Borrowing), (y) the Lenders shall, unless they are legally prohibited from
  doing so, make the Loans contemplated by such deemed Notice of Borrowing
  (which Loans shall be considered made under Section 2.1 hereof), and (z) the
  proceeds of such Base Rate Loans shall be disbursed directly to the applicable
  Letter of Credit Issuer to the extent necessary to effect such reimbursement,
  with any excess proceeds to be made available to the Borrowers in accordance
  with the applicable provisions of this Agreement.

  (b)        The
  Borrowers' obligation under this Section 3.3 to reimburse, or cause another
  Letter of Credit Obligor to reimburse, each Letter of Credit Issuer with
  respect to Unpaid Drawings (including, in each case, interest thereon) shall
  be absolute and unconditional under any and all circumstances and irrespective
  of any setoff, counterclaim or defense to payment that the Borrower or any
  other Letter of Credit Obligor may have or have had against such Letter of
  Credit Issuer, the Administrative Agent, any other Letter of Credit Issuer or
  any Lender, including, without limitation, any defense based upon the failure
  of any drawing under a Letter of Credit to conform to the terms of the Letter
  of Credit or any non-application or misapplication by the beneficiary of the
  proceeds of such drawing; provided, however, that the Borrowers shall not be
  obligated to reimburse, or cause another Letter of Credit Obligor to
  reimburse, a Letter of Credit Issuer for any wrongful payment made by such
  Letter of Credit Issuer under a Letter of Credit as a result of acts or
  omissions constituting willful misconduct or gross negligence on the part of
  such Letter of Credit Issuer.

  3.4       Letter of Credit
  Participations.

  (a)       
  Immediately upon the issuance by a Letter of Credit Issuer of any Letter of
  Credit, such Letter of Credit Issuer shall be deemed to have sold and
  transferred to each Lender, and each such Lender (each a "Participant") shall
  be deemed irrevocably and unconditionally to have purchased and received from
  such Letter of Credit Issuer, without recourse or warranty, an undivided
  interest and participation, to the extent of such Lender's Commitment
  Percentage, in such Letter of Credit, each substitute letter of credit, each
  drawing made thereunder, the obligations of the Borrowers under this Agreement
  with respect thereto (although Letter of Credit Fees shall be payable directly
  to the Administrative Agent for the account of the Lenders as provided in
  Section 4.1(b) and the Participants shall have no right to receive any portion
  of any fees of the nature contemplated by Section 4.1(c)), the obligations of
  any Letter of Credit Obligor under any Letter of Credit Documents pertaining
  thereto, and any security for, or guaranty pertaining to, any of the
  foregoing. Upon any change in the Commitments of the Lenders pursuant to
  Section 12.4(c), it is hereby agreed that, with respect to all outstanding
  Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment
  to the participations pursuant to this Section 3.4 to reflect the new
  Commitment Percentages of the assigning and assignee Lender.

  (b)        In
  determining whether to pay under any Letter of Credit, a Letter of Credit
  Issuer shall not have any obligation relative to the Participants other than
  to determine that any documents required to be delivered under such Letter of
  Credit have been delivered and that they appear to comply on their face with
  the requirements of such Letter of Credit. Any action taken or omitted to be
  taken by a Letter of Credit Issuer under or in connection with any Letter of
  Credit if taken or omitted in the absence of gross negligence or willful
  misconduct, shall not create for such Letter of Credit Issuer any resulting
  liability.

  (c)        In
  the event that a Letter of Credit Issuer makes any payment under any Letter of
  Credit and the Borrowers shall not have reimbursed (or caused any applicable
  Letter of Credit Obligor to reimburse) such amount in full to such Letter of
  Credit Issuer pursuant to Section 3.3(a), such Letter of Credit Issuer shall
  promptly notify the Administrative Agent, and the Administrative Agent shall
  promptly notify each Participant of such failure, and each Participant shall
  promptly and unconditionally pay to the Administrative Agent for the account
  of such Letter of Credit Issuer, the amount of such Participant's Commitment
  Percentage of such payment in Dollars and in same day funds; provided,
  however, that no Participant shall be obligated to pay to the Administrative
  Agent its Commitment Percentage of such unreimbursed amount for any wrongful
  payment made by such Letter of Credit Issuer under a Letter of Credit as a
  result of acts or omissions constituting willful misconduct or gross
  negligence on the part of such Letter of Credit Issuer. If the Administrative
  Agent so notifies any Participant required to fund a payment under a Letter of
  Credit prior to 11:00 A.M. (local time at its Notice Office) on any Business
  Day, such Participant shall make available to the Administrative Agent for the
  account of the relevant Letter of Credit Issuer such Participant's Commitment
  Percentage of the amount of such payment on such Business Day in same day
  funds. If and to the extent such Participant shall not have so made its
  Commitment Percentage of the amount of such payment available to the
  Administrative Agent for the account of the relevant Letter of Credit Issuer,
  such Participant agrees to pay to the Administrative Agent for the account of
  such Letter of Credit Issuer, forthwith on demand such amount, together with
  interest thereon, for each day from such date until the date such amount is
  paid to the Administrative Agent for the account of such Letter of Credit
  Issuer at the Federal Funds Effective Rate. The failure of any Participant to
  make available to the Administrative Agent for the account of the relevant
  Letter of Credit Issuer its Commitment Percentage of any payment under any
  Letter of Credit shall not relieve any other Participant of its obligation
  hereunder to make available to the Administrative Agent for the account of
  such Letter of Credit Issuer its Commitment Percentage of any payment under
  any Letter of Credit on the date required, as specified above, but no
  Participant shall be responsible for the failure of any other Participant to
  make available to the Administrative Agent for the account of such Letter of
  Credit Issuer such other Participant's Commitment Percentage of any such
  payment.

  (d)       
  Whenever a Letter of Credit Issuer receives a payment of a reimbursement
  obligation as to which the Administrative Agent has received for the account
  of such Letter of Credit Issuer any payments from the Participants pursuant to
  Section 3.4(c) above, such Letter of Credit Issuer shall pay to the
  Administrative Agent and the Administrative Agent shall promptly pay to each
  Participant that has paid its Commitment Percentage thereof, in Dollars and in
  same day funds, an amount equal to such Participant's Commitment Percentage of
  the principal amount thereof and interest thereon accruing after the purchase
  of the respective participations, as and to the extent so received.

  (e)        The
  obligations of the Participants to make payments to the Administrative Agent
  for the account of each Letter of Credit Issuer with respect to Letters of
  Credit shall be irrevocable and not subject to counterclaim, set-off or other
  defense or any other qualification or exception whatsoever and shall be made
  in accordance with the terms and conditions of this Agreement under all
  circumstances, including, without limitation, any of the following
  circumstances:

  (i)        
  any lack of validity or enforceability of this Agreement or any of the other
  Credit Documents;

  (ii)       
  the existence of any claim, set-off defense or other right that the Borrowers
  (or any other Letter of Credit Obligor) may have at any time against a
  beneficiary named in a Letter of Credit, any transferee of any Letter of
  Credit (or any person for whom any such transferee may be acting), the
  Administrative Agent, any Letter of Credit Issuer, any Lender, or other
  person, whether in connection with this Agreement, any Letter of Credit, the
  transactions contemplated herein or any unrelated transactions (including any
  underlying transaction between any Borrower (or any other Letter of Credit
  Obligor) and the beneficiary named in any such Letter of Credit), other than
  any claim that the Borrower (or any other Letter of Credit Obligor that is the
  account party with respect to a Letter of Credit) may have against any
  applicable Letter of Credit Issuer for gross negligence or willful misconduct
  of such Letter of Credit Issuer in making payment under any applicable Letter
  of Credit;

  (iii)      
  any draft, certificate or other document presented under the Letter of Credit
  proving to be forged, fraudulent, invalid or insufficient in any respect or
  any statement therein being untrue or inaccurate in any respect;

  (iv)       the
  surrender or impairment of any security for the performance or observance of
  any of the terms of any of the Credit Documents: or

  (v)        the
  occurrence of any Default or Event of Default.

  (f)         To
  the extent the Letter of Credit Issuer is not reimbursed by the Borrowers, the
  Participants will reimburse the Letter of Credit Issuer, in proportion to
  their respective Commitment Percentages, for and against any and all
  liabilities, obligations, losses, damages, penalties, claims, actions,
  judgments, costs, expenses or disbursements of whatsoever kind or nature that
  may be imposed on, asserted against or incurred by the Letter of Credit Issuer
  in performing its respective duties in any way related to or arising out of
  its issuance of Letters of Credit, provided that no Participants shall be
  liable for any portion of such liabilities, obligations, losses, damages,
  penalties, claims, actions, judgments, costs, expenses or disbursements
  resulting from the Letter of Credit Issuer's acts or omissions constituting
  gross negligence or willful misconduct.

  3.5       Increased Costs.  If
  after the Closing Date, the adoption of any applicable law, rule or 
  regulation, or any change therein, or any change in the interpretation or
  administration thereof by any Governmental Authority, central bank or
  comparable agency charged with the interpretation or administration thereof,
  or compliance by any Letter of Credit Issuer or any Lender with any request or
  directive (whether or not having the force of law) by any such authority,
  central bank or comparable agency (in each case made subsequent to the Closing
  Date) shall either (i) impose, modify or make applicable any reserve, deposit,
  capital adequacy or similar requirement against Letters of Credit issued by
  such Letter of Credit Issuer or such Lender's participation therein, or (ii)
  shall impose on such Letter of Credit Issuer or any Lender any other
  conditions affecting this Agreement, any Letter of Credit or such Lender's
  participation therein; and the result of any of the foregoing is to increase
  the cost to such Letter of Credit Issuer or such Lender of issuing,
  maintaining or participating in any Letter of Credit, or to reduce the amount
  of any sum received or receivable by such Letter of Credit Issuer or such
  Lender hereunder (other than any increased cost or reduction in the amount
  received or receivable resulting from the imposition of or a change in the
  rate of taxes or similar charges), then, upon demand to the Borrowers by such
  Letter of Credit Issuer or such Lender (a copy of which notice shall be sent
  by such Letter of Credit Issuer or such Lender to the Administrative Agent),
  the Borrower shall pay to such Letter of Credit Issuer or such Lender such
  additional amount or amounts as will compensate any such Letter of Credit
  Issuer or such Lender for such increased cost or reduction.  A certificate
  submitted to the Borrowers by any Letter of Credit Issuer or any Lender, as
  the case may be (a copy of which certificate shall be sent by such Letter of
  Credit Issuer or such Lender to the Administrative Agent), setting forth, in
  reasonable detail, the basis for the determination of such additional amount
  or amounts necessary to compensate any Letter of Credit Issuer or such Lender
  as aforesaid shall be conclusive and binding on the Borrower absent manifest
  error, although the failure to deliver any such certificate shall not release
  or diminish any of the Borrowers' obligations to pay additional amounts
  pursuant to this Section 3.5. 

  3.6       Guaranty of  Letter of
  Credit Obligations of Other Letter of Credit Obligors.

  (a)        The
  Borrowers hereby unconditionally jointly and severally guarantee, for the
  benefit of the Administrative Agent, each Letter of Credit Issuer and the
  Lenders, the full and punctual payment of the Obligations of each other Letter
  of Credit Obligor under each Letter of Credit Document to which such other
  Letter of Credit Obligor is now or hereafter becomes a party. Upon failure by
  any such other Letter of Credit Obligor to pay punctually any such amount, the
  Borrowers shall forthwith on demand by the Administrative Agent pay the amount
  not so paid at the place and in the currency and otherwise in the manner
  specified in this Agreement or any applicable Letter of Credit Document.

  (b)        As a
  separate, additional and continuing obligation, the Borrowers unconditionally
  and irrevocably undertake and agree, for the benefit of the Administrative
  Agent and the Lenders, that, should any amounts not be recoverable from the
  Borrowers under Section 3.6(a) for any reason whatsoever (including, without
  limitation, by reason of any provision of any Credit Document or any other
  agreement or instrument executed in connection therewith being or becoming
  void, unenforceable, or otherwise invalid under any applicable law) then,
  notwithstanding any notice or knowledge thereof by any Lender, the
  Administrative Agent, any of their respective Affiliates, or any other person,
  at any time, the Borrowers as sole, original and independent obligor, upon
  demand by the Administrative Agent, will make payment to the Administrative
  Agent, for the account of the Lenders and the Administrative Agent, of all
  such obligations not so recoverable by way of full indemnity, in such currency
  and otherwise in such manner as is provided in the Credit Documents.

  (c)        The
  obligations of the Borrowers under this Section shall be unconditional and
  absolute and, without limiting the generality of the foregoing, shall not be
  released, discharged or otherwise affected by the occurrence, one or more
  times, of any of the following:

  (i)        
  any extension, renewal, settlement, compromise, waiver or release in respect
  to any obligation of any other Letter of Credit Obligor under any Letter of
  Credit Document, by operation of law or otherwise;

  (ii)       
  any modification or amendment of or supplement to this Agreement, any Note or
  any other Credit Document;

  (iii)      
  any release, non-perfection or invalidity of any direct or indirect security
  for any obligation of the Borrowers under this Agreement, any Note or any
  other Credit Document or of any other Letter of Credit Obligor under any
  Letter of Credit Document;

  (iv)       any
  change in the corporate existence, structure or ownership of any other Letter
  of Credit Obligor or any insolvency, bankruptcy, reorganization or other
  similar proceeding affecting any other Letter of Credit Obligor or its assets
  or any resulting release or discharge of any obligation of any other Letter of
  Credit Obligor contained in any Letter of Credit Document;

  (v)        the
  existence of any claim, set-off or other rights that the Borrower may have at
  any time against any other Letter of Credit Obligor, the Administrative Agent,
  any Letter of Credit Issuer any Lender or any other person, whether in
  connection herewith or any unrelated transactions;

  (vi)       any
  invalidity or unenforceability relating to or against any other Letter of
  Credit Obligor for any reason of any Letter of Credit Document, or any
  provision of applicable law or regulation purporting to prohibit the payment
  by any other Letter of Credit Obligor of any Obligations in respect of any
  Letter of Credit; or

  (vii)      any
  other act or omission to act or delay of any kind by any other Letter of
  Credit Obligor, the Administrative Agent, any Lender or any other person or
  any other circumstance whatsoever that might, but for the provisions of this
  Section, constitute a legal or equitable discharge of the Borrowers'
  obligations under this Section.

  (d)        The
  Borrowers' obligations under this Section shall remain in full force and
  effect until the Commitments shall have terminated and all of the Obligations
  shall have been paid in full.  If at any time any payment of any of the
  Obligations of any other Letter of Credit Obligor in respect of any Letter of
  Credit Documents is rescinded or must be otherwise restored or returned upon
  the insolvency, bankruptcy or reorganization of such other Letter of Credit
  Obligor, the Borrowers' obligations under this Section with respect to such
  payment shall be reinstated at such time as though such payment had been due
  but not made at such time.

  (e)        The
  Borrowers irrevocably waive acceptance hereof, presentment, demand, protest
  and any notice not provided for herein, as well as any requirement that at any
  time any action be taken by any person against any other Letter of Credit
  Obligor or any other person, or against any collateral or guaranty of any
  other person.

  (f)        
  Until the indefeasible payment in full of all of the Obligations and the
  termination of the Commitments of the Lenders hereunder, the Borrowers shall
  have no rights, by operation of law or otherwise, upon making any payment
  under this Section to be subrogated to the rights of the payee against any
  other Letter of Credit Obligor with respect to such payment or otherwise to be
  reimbursed, indemnified or exonerated by any other Letter of Credit Obligor in
  respect thereof.

  (g)        In
  the event that acceleration of the time for payment of any amount payable by
  any other Letter of Credit Obligor under any Letter of Credit Document is
  stayed upon insolvency, bankruptcy or reorganization of such other Letter of
  Credit Obligor, all such amounts otherwise subject to acceleration under the
  terms of any applicable Letter of Credit Document shall nonetheless be payable
  by the Borrower under this Section forthwith on demand by the Administrative
  Agent.

  ARTICLE IV.

  FEES;
  COMMITMENTS

  4.1       Fees.

  (a)       
  Facility Fees.  The Borrowers agree to pay to the Administrative Agent a
  facility fee ("Facility Fee") for the account of each then Non-Defaulting
  Lender for the period from the Closing Date to the Facility Termination Date
  or, if earlier, the date upon which the Total Commitment has been terminated
  pursuant to Section 4.2 or 4.3, computed for each day at a rate per annum
  equal to the Applicable Facility Fee Rate in effect for such day on the amount
  of such Lender's Commitment for such day.  Facility Fees shall be due and
  payable in arrears on the last Business Day of each March, June, September and
  December and on the Facility Termination Date.

  (b)       
  Letter of Credit Fees.  The Borrowers agree to pay to the Administrative
  Agent, for the account of each then Non-Defaulting Lender, pro rata on
  the basis of its Commitment Percentage, a fee in respect of each Letter of
  Credit (the "Letter of Credit Fee"), computed at a rate per annum equal to the
  Applicable Margin then in effect for Eurodollar Loans, on the Stated Amount
  thereof for the period from the date of issuance (or increase, renewal or
  extension) to the expiration date thereof (including any extensions of such
  expiration date that may be made at the election of the account party or
  beneficiary). The Borrowers also agree to pay additional Letter of Credit
  Fees, on demand, at the rate of 2% per annum, on the Stated Amount of each
  Letter of Credit, for any period when a Default under Section 10.1(a) or Event
  of Default has occurred and is continuing.  Accrued Letter of Credit Fees
  shall be due and payable in arrears on the last Business Day of each March,
  June, September and December and on the Facility Termination Date.

  (c)       
  Fronting Fees.  The Borrowers agree to pay directly to each Letter of Credit
  Issuer, for its own account, a fee in respect of each Letter of Credit issued
  by it (a "Fronting Fee") computed at the rate of 1/8 of 1% per annum on the
  Stated Amount thereof for the period from the date of issuance (or increase,
  renewal or extension) to the expiration date thereof (including any extensions
  of such expiration date that may be made at the election of the beneficiary
  thereof).  Accrued Fronting Fees shall be due and payable quarterly in arrears
  on the last Business Day of each March, June, September and December and on
  the Facility Termination Date.

  (d)       
  Additional Charges of Letter of Credit Issuer.  The Borrowers agree to pay
  directly to each Letter of Credit Issuer upon each issuance of, drawing under,
  or amendment, extension, renewal or transfer of, a Letter of Credit issued by
  it such amount as shall at the time of such issuance, drawing, amendment,
  extension, renewal or transfer be the administrative or processing charge that
  such Letter of Credit Issuer is customarily charging for issuances of,
  drawings under or amendments, extensions, renewals or transfers of, letters of
  credit issued by it.

  (e)       
  Other Fees.  The Borrowers shall pay to the Administrative Agent, on the
  Closing Date and thereafter, such fees as heretofore agreed by the Borrowers
  and the Administrative Agent or the Lenders as set forth in any agent fee
  letter, closing fee letter or similar agreement.

  (f)        
  Computations of Fees.  All computations of Facility Fees, Letter of Credit
  Fees and other Fees hereunder shall be made on the actual number of days
  elapsed over a year of 360 days.

  4.2       Voluntary
  Termination/Reduction of Commitments.  Upon at least three Business Days'
  prior irrevocable written notice (or telephonic notice confirmed in writing)
  to the Administrative Agent at its Notice Office (which notice the
  Administrative Agent shall promptly transmit to each of the Lenders), the
  Borrowers shall have the right to:

  (a)       
  terminate in whole the Total Commitment, provided that (i) all outstanding
  Loans are contemporaneously prepaid in accordance with Section 5.1, and (ii)
  either (A)  no Letters of Credit remain outstanding, or (B) the Borrowers
  shall contemporaneously either (x) cause all outstanding Letters of Credit to
  be surrendered for cancellation (any such Letters of Credit to be replaced by
  letters of credit issued by other financial institutions acceptable to each
  Letter of Credit Issuer and the Required Lenders), or (y) the Borrowers shall
  pay to the Administrative Agent an amount in cash and/or Cash Equivalents
  equal to 100% of the Letter of Credit Outstandings and the Administrative
  Agent shall hold such payment as security for the reimbursement obligations of
  the Borrowers hereunder in respect of Letters of Credit pursuant to a cash
  collateral agreement to be entered into in form and substance reasonably
  satisfactory to the Administrative Agent, each Letter of Credit Issuer and the
  Borrowers (which shall permit certain investments in Cash Equivalents
  satisfactory to the Administrative Agent, each Letter of Credit Issuer and the
  Borrowers until the proceeds are applied to the secured obligations); or

  (b)       
  partially and permanently reduce the Unutilized Total Commitment, provided
  that (i) any such reduction shall apply to proportionately and permanently
  reduce the Commitment of each of the Lenders and (ii) any partial reduction of
  the Unutilized Total Commitment pursuant to this Section 4.2(b) shall be in
  the amount of at least $10,000,000 (or, if greater, in integral multiples of
  $1,000,000).

  4.3       Mandatory Adjustments
  of Commitments, etc.  

  (a)        The
  Total Commitment (and the Commitment of each Lender) shall terminate on the
  Facility Termination Date.

  (b)        The
  Total Commitment shall be permanently reduced, without premium or penalty, at
  the time that any mandatory prepayment of Loans are required to be made
  pursuant to Section 5.2 (b) in an amount equal to the required prepayment of
  principal of Loans that would be required to be made in such circumstance
  (whether or not any Loans or Swingline Loans are outstanding or any Letter of
  Credit Outstandings exist).  Any such reduction shall apply to proportionately
  and permanently reduce the Commitment of each of the affected Lenders. The
  Borrower Representative will provide at least three Business Days' prior
  written notice (or telephonic notice promptly confirmed in writing) to the
  Administrative Agent at its Notice Office (which notice the Administrative
  Agent shall promptly transmit to each of the Lenders), of any reduction of the
  Total Commitment pursuant to this Section 4.3(b), specifying the date and
  amount of the reduction.

  4.4       Increase in Total
  Commitment.   

  (a)        At
  any time upon written notice to the Administrative Agent, Borrowers may
  request that the Total Commitment be increased by an amount not to exceed
  $50,000,000 in the aggregate for all such increases from the Closing Date
  until the Facility Termination Date, provided that (A) no Default or Event of
  Default has occurred and is continuing at the time of such request and on the
  date of any such increase and (B) Borrowers shall have delivered to the
  Administrative Agent, together with such written notice, a copy of Borrowers'
  duly adopted corporate resolutions, in form and substance satisfactory to The
  Administrative Agent, that authorize the requested increase in the Total
  Commitment, which resolutions shall be certified by the Secretaries of each
  Borrower as being true, correct, complete and in full force and effect.  Upon
  receipt of any such request, the Administrative Agent shall deliver a copy of
  such request to each Lender.  Borrowers shall set forth in such request the
  amount of the requested increase in the Total Commitment  (which in each case
  shall be in a minimum amount equal to the lesser of Ten Million Dollars
  ($10,000,000) or the remaining amount of the increased Total Commitment) and
  the date on which such increase is requested to become effective (which shall
  be not less than 10 Business Days nor more than sixty (60) days after the date
  of such request and that, in any event, must be at least ninety (90) days
  prior to the Facility Termination Date), and shall offer each Lender the
  opportunity to increase its Commitment.  Each Lender shall, by notice to
  Borrowers and the Administrative Agent given not more than ten (10) days after
  the date of the Administrative Agent's notice, either agree to increase its 
  Commitment by all or a portion of the offered amount (each such Lender so
  agreeing being an "Increasing Lender") or decline to increase its Commitment
  (and any such Lender that does not deliver such a notice within such period of
  10 days shall be deemed to have declined to increase its Commitment and each
  Lender so declining or being deemed to have declined being a "Non-Increasing
  Lender").  If, on the 10th day after the Administrative Agent shall have
  delivered notice as set forth above, the Increasing Lenders shall have agreed
  pursuant to the preceding sentence to increase their Commitments by an
  aggregate amount less than the increase in the Total Commitment Amount
  requested by Borrowers, Borrowers may arrange for one or more Lenders or other
  entities that are reasonably acceptable to the Administrative Agent (each such
  Person so agreeing being an "Augmenting Lender") so long as such Augmenting
  Lender shall have a Commitment of not less than Ten Million Dollars
  ($10,000,000), and Borrowers and each Augmenting Lender shall execute all such
  documentation as Administrative Agent shall reasonably specify to evidence its
  Commitment and/or its status as a Lender with a Commitment hereunder.  Any
  increase in the Total Commitment may be made in an amount that is less than
  the increase requested by Borrowers if Borrowers are unable to arrange for, or
  chooses not to arrange for, Augmenting Lenders, in the full amount.  If
  Increasing Lenders and/or Augmenting Lenders offer Commitment increases or new
  Commitments, as the case may be, in excess of the aggregate increase amount
  requested by Borrowers, then the Administrative Agent shall, in consultation
  with Borrowers, determine each such Increasing Lender's or Augmenting Lender's
  percentage of the increased amount. 

  (b)        Each
  of the parties hereto agrees that the Administrative Agent may, in
  consultation with Borrowers, take any and all actions as may be reasonably
  necessary to ensure that after giving effect to any increase in the Total
  Commitment pursuant to this Section, the outstanding Loans (if any) are held
  by the Lenders with Commitments in accordance with their new Commitment
  Percentages. This may be accomplished at the discretion of the Administrative
  Agent: (i) by requiring the outstanding Loans to be prepaid with the proceeds
  of new Loans; (ii) by causing the Non-Increasing Lenders to assign portions of
  their outstanding Loans to Increasing Lenders and Augmenting Lenders; (iii) by
  permitting the Loans outstanding at the time of any increase in the Total
  Commitment pursuant to this Section 2.06(b) to remain outstanding until the
  last days of the respective Interest Periods, therefor, even though the
  Lenders would hold such Loans other than in accordance with their new
  Commitment Percentages; or (iv) by any combination of the foregoing.

  ARTICLE V.

  PAYMENTS

  5.1       Voluntary
  Prepayments.  The Borrowers shall have the right to prepay any of the Loans,
  in whole or in part, without premium or penalty (except as specified below),
  from time to time on the following terms and conditions:

  (a)        the
  Borrower Representative shall give the Administrative Agent at the Notice
  Office written or telephonic notice (in the case of telephonic notice,
  promptly confirmed in writing if so requested by the Administrative Agent) of
  its intent to prepay the Loans, the amount of such prepayment and (in the case
  of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which
  notice shall be received by the Administrative Agent by (i) 12:00 noon (local
  time at the Notice Office) three Business Days prior to the date of such
  prepayment, in the case of any prepayment of Eurodollar Loans, or (ii) 12:00
  noon (local time at the Notice Office) one Business Day prior to the date of
  such prepayment, in the case of any prepayment of Base Rate Loans, and which
  notice shall promptly be transmitted by the Administrative Agent to each of
  the Lenders;

  (b)        in
  the case of prepayment of any Borrowings, each partial prepayment of any such
  Borrowing shall be in an aggregate principal amount of at least $500,000;

  (c)        no
  partial prepayment of any Loans made pursuant to a Borrowing shall reduce the
  aggregate principal amount of such Loans outstanding pursuant to such
  Borrowing to an amount less than the Minimum Borrowing Amount applicable
  thereto, provided that the foregoing limitation shall not apply if such Loans
  are being prepaid in full;

  (d)        each
  prepayment in respect of any Loans made pursuant to a Borrowing shall be
  applied to the Loans designated by the Borrower; and

  (e)        each
  prepayment of Eurodollar Loans pursuant to this Section 5.1 on any date other
  than the last day of the Interest Period applicable thereto shall be
  accompanied by any amounts payable in respect thereof under Section 2.7.

  5.2       Mandatory
  Prepayments.  The Loans and the Swingline Loans shall be subject to mandatory
  repayment or prepayment, and the Letter of Credit Outstandings shall be
  subject to cash collateralization requirements, in accordance with the
  following provisions:

  (a)       
  Facility Termination Date.  The Borrowers shall repay the entire principal
  amount outstanding of any Loans and Swingline Loans on the Facility
  Termination Date and, if any Letter of Credit Outstandings exist, then on such
  date the Borrowers shall cause each Letter of Credit to be replaced or cash
  collateralized in accordance with the provisions of Section 5.2(c).

  (b)       
  Mandatory Prepayment-Certain Proceeds of an Event of Loss.  If during any
  fiscal year of the Borrowers, the Borrowers and their Subsidiaries have
  received cumulative Cash Proceeds during such fiscal year from one or more
  Events of Loss of more than 5% of the Borrowers' Consolidated Net Worth, not
  later than the third Business Day following the date of receipt of any Cash
  Proceeds in excess of such amount, an amount, conforming to the requirements
  as to the amount of partial prepayments contained in Section 5.1, at least
  equal to 100% of the Cash Proceeds then received in excess of such amount from
  any Event of Loss (less the amount of any insurance proceeds which are used by
  the Borrowers to rebuild, repair or reconstruct the property destroyed or
  damaged) shall be applied on a pari passu basis as a mandatory prepayment of
  principal of the outstanding Loans, and the outstanding obligations of
  Gibraltar Steel Corporation of New York in connection with the Secured Notes
  as defined in paragraph (c) of  Schedule 9.4.

  (c)       
  Mandatory Prepayment--Loans Exceed Total Commitment.  If on any date (after
  giving effect to any other payments on such date) the sum of (i) the aggregate
  outstanding principal amount of Loans plus (ii) the aggregate outstanding
  principal amount of Swingline Loans plus (iii) the aggregate amount of Letter
  of Credit Outstandings, exceeds the Total Commitment as then in effect, then
  the Borrowers shall prepay on such date that principal amount of Loans and
  Swingline Loans and, after Loans and Swingline Loans have been paid in full,
  Unpaid Drawings, in an aggregate amount at least equal to such excess and
  conforming in the case of partial prepayments of Loans to the requirements as
  to the amounts of partial prepayments of Loans that are contained in Section
  5.1.  If at any time the aggregate amount of Letter of Credit Outstandings
  exceeds the Total Commitment as then in effect, or if at any time the
  aggregate amount of Letter of Credit Outstandings (or any particular Letter of
  Credit or grouping of Letters of Credit) exceeds the Letter of Credit
  Commitment Amount, then the Borrowers shall pay to the Administrative Agent an
  amount in cash and/or Cash Equivalents equal to such excess and the
  Administrative Agent shall hold such payment as security for the reimbursement
  obligations of the Borrowers and any other Credit Parties hereunder in respect
  of Letters of Credit pursuant to a cash collateral agreement to be entered
  into in form and substance reasonably satisfactory to the Administrative
  Agent, the Required Lenders, each Letter of Credit Issuer and the Borrowers
  (which shall permit certain investments in Cash Equivalents satisfactory to
  the Administrative Agent, each Letter of Credit Issuer and the Borrowers until
  the proceeds are applied to the secured obligations).

  (d)       
  Particular Loans to be Prepaid.  With respect to each repayment or prepayment
  of Loans required by this Section 5.2, the Borrower Representative shall
  designate the Types of Loans that are to be repaid or prepaid and the specific
  Borrowing(s) pursuant to which such repayment or prepayment is to be made,
  provided that (i) the Borrowers shall first so designate all Loans that are
  Base Rate Loans and Eurodollar Loans with Interest Periods ending on the date
  of repayment or prepayment prior to designating any other Eurodollar Loans for
  repayment or prepayment, (ii) if the outstanding principal amount of
  Eurodollar Loans made pursuant to a Borrowing is reduced below the applicable
  Minimum Borrowing Amount as a result of any such repayment or prepayment, then
  all the Loans outstanding pursuant to such Borrowing shall be Converted into
  Base Rate Loans, and (iii) each repayment and prepayment of any Loans made
  pursuant to a Borrowing shall be applied pro rata among such Loans. In
  the absence of a designation by the Borrower Representative as described in
  the preceding sentence, the Administrative Agent shall, subject to the above,
  make such designation in its sole discretion with a view, but no obligation,
  to minimize breakage costs owing under Section 2.7.  Any repayment or
  prepayment of Eurodollar Loans pursuant to this Section 5.2 shall in all
  events be accompanied by such compensation as is required by Section 2.7.

  5.3       Method and Place of Payment.

  (a)       
  Except as otherwise specifically provided herein, all payments under this
  Agreement shall be made to the Administrative Agent for the ratable (based on
  its pro rata share) account of the Lenders entitled thereto, not later
  than 12:00 noon (local time at the Payment Office) on the date when due and
  shall be made at the Payment Office in immediately available funds and in
  lawful money of the United States of America, it being understood that written
  notice by the Borrower Representative to the Administrative Agent to make a
  payment from the funds in the Borrower Representative's account at the Payment
  Office shall constitute the making of such payment to the extent of such funds
  held in such account. Any payments under this Agreement that are made later
  than 12:00 noon (local time at the Payment Office) shall be deemed to have
  been made on the next succeeding Business Day. Whenever any payment to be made
  hereunder shall be stated to be due on a day that is not a Business Day, the
  due date thereof shall be extended to the next succeeding Business Day and,
  with respect to payments of principal, interest shall be payable during such
  extension at the applicable rate in effect immediately prior to such
  extension.

  (b)        If
  at any time insufficient funds are received by and available to the
  Administrative Agent to pay fully all amounts of principal, Unpaid Drawings,
  interest and Fees then due hereunder and an Event of Default is not then in
  existence, such funds shall be applied (i) first, towards payment of interest
  and Fees then due hereunder, ratably among the parties entitled thereto in
  accordance with the amounts of interest and Fees then due to such parties, and
  (ii) second, towards payment of principal and Unpaid Drawings then due
  hereunder, ratably among the parties entitled thereto in accordance with the
  amounts of principal and Unpaid Drawings then due to such parties.

  5.4       Net Payments. 

  (a)        All
  payments made by the Borrowers hereunder, under any Note or any other Credit
  Document, shall be made without setoff, counterclaim or other defense.  Except
  as provided for in Section 5.4(b), all such payments will be made free and
  clear of, and without deduction or withholding for, any present or future
  taxes, levies, imposts, duties, fees, assessments or other charges of whatever
  nature now or hereafter imposed by any jurisdiction or by any political
  subdivision or taxing authority thereof or therein with respect to such
  payments (but excluding, except as provided in the second succeeding sentence,
  any tax, imposed on or measured by the net income or net profits of a Lender
  pursuant to the laws of the jurisdiction under which such Lender is organized
  or the jurisdiction in which the principal office or Applicable Lending Office
  of such Lender is located or any subdivision thereof or therein) and all
  interest, penalties or similar liabilities with respect to such non-excluded
  taxes, levies imposts, duties, fees, assessments or other charges (all such
  non-excluded taxes, levies, imposts, duties, fees assessments or other charges
  being referred to collectively as "Taxes"). If any Taxes are so levied or
  imposed, the Borrowers agree to pay the full amount of such Taxes and such
  additional amounts as may be necessary so that every payment by it of all
  amounts due hereunder, under any Note or under any other Credit Document,
  after withholding or deduction for or on account of any Taxes will not be less
  than the amount provided for herein or in such Note or in such other Credit
  Document. If any amounts are payable in respect of Taxes pursuant to the
  preceding sentence, the Borrowers agree to reimburse each Lender, upon the
  written request of such Lender for taxes imposed on or measured by the net
  income or profits of such Lender pursuant to the laws of the jurisdiction in
  which such Lender is organized or in which the principal office or Applicable
  Lending Office of such Lender is located or under the laws of any political
  subdivision or taxing authority of any such jurisdiction in which the
  principal office or Applicable Lending Office of such Lender is located and
  for any withholding of income or similar taxes imposed by the United States of
  America as such Lender shall determine are payable by, or withheld from, such
  Lender in respect of such amounts so paid to or on behalf of such Lender
  pursuant to the preceding sentence and in respect of any amounts paid to or on
  behalf of such Lender pursuant to this sentence, which request shall be
  accompanied by a statement from such Lender setting forth, in reasonable
  detail, the computations used in determining such amounts. The Borrowers will
  furnish to the Administrative Agent, and the Administrative Agent will furnish
  to the applicable Lender, within 45 days after the date the payment of any
  Taxes, or any withholding or deduction on account thereof, is due pursuant to
  applicable law certified copies of tax receipts, or other evidence
  satisfactory to the Lender, evidencing such payment by the Borrowers. The
  Borrowers will indemnify and hold harmless the Administrative Agent and each
  Lender, and reimburse the Administrative Agent or such Lender upon its written
  request, for the amount of any Taxes so levied or imposed and paid or withheld
  by such Lender.

  (b)        Each
  Lender that is not a United States person (as such term is defined in Section
  7701(a)(30) of the Code) for Federal income tax purposes agrees to provide to
  the Borrower Representative and the Administrative Agent on or prior to the
  Closing Date, or in the cases of a Lender that is an assignee or transferee of
  an interest under this Agreement pursuant to Section 12.4 (unless the
  respective Lender was already a Lender hereunder immediately prior to such
  assignment or transfer and such Lender is in compliance with the provisions of
  this Section 5.4(b)), on the date of such assignment or transfer to such
  Lender, and from time to time thereafter if required by the Borrower
  Representative or the Administrative Agent: (i) two accurate and complete
  original signed copies of Internal Revenue Service Form 1001, 4224, W-8BEN,
  W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms)
  certifying to such Lender's entitlement to a complete exemption from, or a
  reduced rate of withholding from, United States withholding tax with respect
  to payments to be made under this Agreement, any Note or any other Credit
  Document, or (ii) if the Lender cannot deliver the appropriate Internal
  Revenue Service Forms referred to in clause (i) above, (x) a certificate in
  form and substance satisfactory to the Administrative Agent (any such
  certificate, an  "Exemption Certificate") and (y) other appropriate
  documentation certifying to such Lender's entitlement to a complete exemption
  from, or reduced rate of withholding from, United States withholding tax with
  respect to payments of interest to be made under this Agreement, any Note or
  any other Credit Document. In addition, each Lender agrees that from time to
  time after the Closing Date, when a lapse in time or change in circumstances
  renders the previous certification obsolete or inaccurate in any material
  respect, it will deliver to the Borrower and the Administrative Agent two new
  accurate and complete original signed copies of the applicable Internal
  Revenue Service Form, or an Exemption Certificate and related documentation,
  as the case may be, and such other forms as may be required in order to
  confirm or establish the entitlement of such Lender to a continued exemption
  from or reduction in United States withholding tax with respect to payments
  under this Agreement, any Note or any other Credit Document, or it shall
  immediately notify the Borrower and the Administrative Agent of its inability
  to deliver any such Form or Exemption Certificate and related documentation,
  in which case such Lender shall not be required to deliver any such Form or
  Exemption Certificate and related documentation pursuant to this Section
  5.4(b).  Notwithstanding anything to the contrary contained in Section 5.4(a),
  but subject to Section 12.4(c) and the immediately succeeding sentence, (x)
  the Borrowers shall be entitled, to the extent it is required to do so by law,
  to deduct or withhold income or other similar taxes imposed by the United
  States (or any political subdivision or taxing authority thereof or therein)
  from interest, fees or other amounts payable hereunder for the account of any
  Lender that is not a United States person (as such term is defined in Section
  7701(a)(30) of the Code) for United States federal income tax purposes and
  that has not provided to the Borrower Representative such Forms or such
  Exemption Certificate and related documentation that establish a complete
  exemption from or reduction in the rate of such deduction or withholding and
  (y) the Borrowers shall not be obligated pursuant to Section 5.4(a) hereof to
  gross-up payments to be made to a Lender in respect of income or similar taxes
  imposed by the United States or any additional amounts with respect thereto
  (I) if such Lender has not provided to the Borrower Representative the
  Internal Revenue Service forms required to be provided to the Borrower
  Representative pursuant to this Section 5.4(b) or (ii) in the case of a
  payment other than interest, to a Lender described in clause (ii) above, to
  the extent that such forms do not establish a complete exemption from
  withholding of such taxes.  Notwithstanding anything to the contrary contained
  in Section 5.4(a), but subject to Section 12.4(c) and the immediately
  succeeding sentence, (x) the Borrowers shall be entitled, to the extent they
  are required to do so by law, to deduct or withhold income or other similar
  taxes imposed by the United States (or any political subdivision or taxing
  authority thereof or therein) from interest, fees or other amounts payable
  hereunder for the account of any Lender that is not a United States person (as
  such term is defined in Section 7701(a)(30) of the Code) for United States
  federal income tax purposes and that has not provided to the Borrower
  Representative such forms that establish a complete exemption from such
  deduction or withholding and (y) the Borrowers shall not be obligated pursuant
  to Section 5.4(a) hereof to gross-up payments to be made to a Lender in
  respect of income or similar taxes imposed by the United States or any
  additional amounts with respect thereto (i) if such Lender has not provided to
  the Borrower Representative the Internal Revenue Service forms required to be
  provided to the Borrower Representative pursuant to this Section 5.4(b) or
  (ii) in the case of a payment other than interest, to a Lender described in
  clause (ii) above, to the extent that such forms do not establish a complete
  exemption from withholding of such taxes. Notwithstanding anything to the
  contrary contained in the preceding sentence or elsewhere in this Section 5.4
  and except as specifically provided for in Section 12.4(c), the Borrowers
  agree to pay additional amounts and indemnify each Lender in the manner set
  forth in Section 5.4(a) (without regard to the identity of the jurisdiction
  requiring the deduction or withholding) in respect of any Taxes deducted or
  withheld by it as described in the previous sentence as a result of any
  changes after the Closing Date in any applicable law, treaty, governmental
  rule, regulation, guideline or order, or in the interpretation thereof,
  relating to the deducting or withholding of income or similar Taxes.

  ARTICLE VI.

  CONDITIONS
  PRECEDENT

  6.1       Conditions Precedent
  at Closing Date.  The obligation of the Lenders to make Loans and of the
  Swingline Lender to make the Swingline Loans, and of any Letter of Credit
  Issuer to issue Letters of Credit, is subject to the satisfaction of each of
  the following conditions on or prior the Closing Date:

  (a)       
  Credit Agreement.  This Agreement shall have been executed by the Borrower,
  the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer
  and each of the Lenders.

  (b)       
  Notes.  The Borrowers shall have executed and delivered to the Administrative
  Agent a Note for the account of each Lender that has requested a Note.

  (c)       
  Fees, etc.  The Borrowers shall have paid or caused to be paid all fees
  required to be paid by them on the Closing Date pursuant to Section 4.1 hereof
  and all reasonable fees and expenses of the Administrative Agent and of
  special counsel to the Administrative Agent that have been invoiced on or
  prior to such date in connection with the preparation, negotiation, execution
  and delivery of this Agreement and the other Credit Documents and the
  consummation of the transactions contemplated hereby and thereby.

  (d)       
  Other Credit Documents.  The Credit Parties named therein shall have duly
  executed and delivered and there shall be in full force and effect, (i) the
  Subsidiary Guaranty (as modified, amended or supplemented from time to time in
  accordance with the terms thereof and hereof, the "Subsidiary Guaranty"),
  substantially in the form attached hereto as Exhibit C-1, (ii) the Security
  Agreement (as modified, amended or supplemented from time to time in
  accordance with the terms thereof and hereof, the "Security Agreement"),
  substantially in the form attached hereto as Exhibit C-2, and (iii) the Pledge
  Security Agreement (as modified, amended or supplemented from time to time in
  accordance with the terms thereof and hereof, the "Pledge Agreement"),
  substantially in the form attached hereto as Exhibit C-3, and in each case,
  shall have satisfied all obligations set forth therein.

  (e)       
  Corporate Resolutions and Approvals.  The Administrative Agent shall have
  received certified copies of the resolutions of the Board of Directors of the
  Borrowers and each other Credit Party, approving the Credit Documents to which
  the Borrowers or any such other Credit Party, as the case may be, is or may
  become a party, and of all documents evidencing other necessary corporate
  action and governmental approvals, if any, with respect to the execution,
  delivery and performance by the Borrowers or any such other Credit Party of
  the Credit Documents to which it is or may become a party.

  (f)        
  Incumbency Certificates.  The Administrative Agent shall have received a
  certificate of the Secretary or an Assistant Secretary of each Borrower and of
  each other Credit Party, certifying the names and true signatures of the
  officers of such Borrower or such other Credit Party, as the case may be,
  authorized to sign the Credit Documents to which such Borrower or such other
  Credit Party is a party and any other documents to which such Borrower or any
  such other Credit Party is a party that may be executed and delivered in
  connection herewith.

  (g)       
  Opinions of Counsel.  The Administrative Agent shall have received such
  opinions of counsel from counsel to the Borrowers as the Administrative Agent
  shall request, each of which shall be addressed to the Administrative Agent
  and each of the Lenders and dated the Closing Date and shall be in form and
  substance satisfactory to the Administrative Agent.

  (h)       
  Existing Credit Agreement.  Contemporaneously with the Closing Date, the
  Borrowers shall have terminated the commitments of the lenders under its
  Existing Credit Agreement, prepaid any borrowings (including, without
  limitation, principal, interest and fees) thereunder and terminated or
  released all Liens granted in connection therewith.  

  (i)        
  Recordation of Security Documents, Delivery of Collateral, Taxes, etc.  The
  Security Documents (or proper notices or financing statements in respect
  thereof) shall have been duly recorded, published and filed in such manner and
  in such places as is required by law to establish, perfect, preserve and
  protect the rights and security interests of the parties thereto and their
  respective successors and assigns, all collateral items required to be
  physically delivered to the Administrative Agent thereunder shall have been so
  delivered, accompanied by any appropriate instruments of transfer, and all
  taxes, fees and other charges then due and payable in connection with the
  execution, delivery, recording, publishing and filing of such instruments and
  the issue and delivery of the Notes shall have been paid in full.

  (j)        
  Evidence of Insurance.  The Administrative Agent shall have received
  certificates of insurance and other evidence, satisfactory to it, of
  compliance with the insurance requirements of this Agreement and the Security
  Documents.

  (k)       
  Search Reports.  The Administrative Agent shall have received the results of
  UCC and other search reports from one or more commercial search firms
  acceptable to the Administrative Agent, listing all of the effective financing
  statements and other Liens filed against any Credit Party (i) in the
  jurisdiction in which each such Credit Party is organized or formed, (ii) in
  any jurisdiction in which such Credit Party maintains an office or (iii) in
  any jurisdiction in which any Collateral of such Credit Party is located.

  (l)        
  Corporate Charter and Good Standing Certificates.  The Administrative Agent
  shall have received:  (i) an original certified copy of the Certificate of
  Incorporation of each Credit Party and any and all amendments and restatements
  thereof, certified as of a recent date by the relevant Secretary of Borrower;
  (ii) an original good standing certificate from the Secretary of State of the
  state of incorporation, dated as of a recent date, listing all charter
  documents affecting such Credit Party and certifying as to the good standing
  of such Credit Party; and (iii) original certificates of good standing from
  each other jurisdiction in which each Credit Party is authorized or qualified
  to do business.

  (m)      
  Solvency Certificate.  The Administrative Agent shall have received, in
  sufficient quantities for the Lenders, a duly executed solvency certificate
  substantially in the form attached hereto as Exhibit D-1, and such certificate
  shall be satisfactory in form and substance to each of the Lenders.

  (n)       
  Borrower's Closing Certificate.  The Administrative Agent shall have received
  a certificate in the form attached hereto as Exhibit D-2, dated the Closing
  Date, of an Authorized Officer to the effect that, at and as of the Closing
  Date and both before and after giving effect to the initial Borrowings
  hereunder and the application of the proceeds thereof: (x) no Default or Event
  of Default has occurred and is continuing; (y) no Material Adverse Effect has
  occurred; and (z) all representations and warranties of the Credit Parties
  contained herein or in the other Credit Documents are true and correct in all
  material respects with the same effect as though such representations and
  warranties had been made on and as of the Closing Date, except that as to any
  such representations and warranties that expressly relate to an earlier
  specified date, such representations and warranties are only represented as
  having been true and correct in all material respects as of the date when
  made.

  (o)       
  Prudential Amendment Documents.  The Administrative Agent shall have received
  copies of certain documents amending the Note Purchase Agreements and
  Subordinated Note Purchase Agreement of Gibraltar Steel Corporation of New
  York and indicating to the satisfaction of the Administrative Agent that such
  agreements do not contain terms or covenants that are more restrictive than
  the terms and covenants contained in this Agreement.

  (p)       
  Proceedings and Documents.  All corporate and other proceedings and all
  documents incidental to the transactions contemplated hereby shall be
  satisfactory in substance and form to the Administrative Agent and the Lenders
  and the Administrative Agent and its special counsel and the Lenders shall
  have received all such counterpart originals or certified or other copies of
  such documents as the Administrative Agent or its special counsel or any
  Lender may reasonably request.

  6.2       Conditions Precedent
  to All Credit Events.  The obligation of the Lenders to make or participate in
  each Credit Event is subject, at the time thereof, to the satisfaction of the
  following conditions:

  (a)       
  Notice of Borrowing, Continuation or Conversion, etc. The Administrative Agent
  shall have received a Notice of Borrowing, Continuation or Conversion meeting
  the requirements of Section 2.2 with respect to the Borrowing, Continuation or
  Conversion of a Loan, or a Letter of Credit Request meeting the requirement of
  Section 3.2 with respect to the issuance of a Letter of Credit, or a Notice of
  Borrowing, Continuation or Conversion of a Loan meeting the requirement of
  Section 2.8 with respect to the making of a Swingline Loan.

  (b)        No
  Default; Representations and Warranties.  At the time of each Credit Event and
  after giving effect thereto, (i) there shall exist no Default or Event of
  Default; (ii) there shall have occurred no Material Adverse Effect and (iii)
  all representations and warranties of the Credit Parties contained herein or
  in the other Credit Documents shall be true and correct in all material
  respects with the same effect as though such representations and warranties
  had been made on and as of the date of such Credit Event, except to the extent
  that such representations and warranties expressly relate to an earlier
  specified date, in which case such representations and warranties shall have
  been true and correct in all material respects as of the date when made.

  The acceptance of the benefits
  of each Credit Event shall constitute a representation and warranty by the
  Borrower to each of the Lenders that all of the applicable conditions
  specified in Sections 6.1 and/or 6.2, as the case may be, have been satisfied
  as of the times referred to in Sections 6.1 and 6.2.

  ARTICLE VII.

  REPRESENTATIONS
  AND WARRANTIES

  In order to induce the Lenders to enter into this
  Agreement and to make the Loans and the Swingline Loans and to issue and to
  participate in the Letters of Credit provided for herein, each Borrower makes
  the following representations and warranties to, and agreements with, the
  Lenders, all of which shall survive the execution and delivery of this
  Agreement and each Credit Event:

  7.1       Corporate Status,
  etc.  Each Borrower and each of its Subsidiaries (i) is a duly organized or
  formed and validly existing corporation, partnership or limited liability
  company, as the case may be, in good standing or full force and effect, as
  applicable, under the laws of the jurisdiction of its formation and has the
  corporate, partnership or limited liability company power and authority, as
  applicable, to own its property and assets and to transact the business in
  which it is engaged and presently proposes to engage, and (ii) has duly
  qualified and is authorized to do business in all jurisdictions where it is
  required to be so qualified except where the failure to be so qualified would
  not have a Material Adverse Effect.  Schedule 7.1 hereto lists, as of the
  Closing Date, each Subsidiary of the Borrower (and the direct and indirect
  ownership interest of the Borrower therein).

  7.2       Corporate Power and
  Authority, etc.  Each Credit Party has the corporate or other organizational
  power and authority to execute, deliver and carry out the terms and provisions
  of the Credit Documents to which it is party and has taken all necessary
  corporate or other organizational action to authorize the execution, delivery
  and performance of the Credit Documents to which it is party. Each Credit
  Party has duly executed and delivered each Credit Document to which it is
  party, and each Credit Document to which it is party constitutes the legal,
  valid and binding agreement or obligation of such Credit Party enforceable in
  accordance with its terms, except to the extent that the enforceability
  thereof may be limited by applicable bankruptcy, insolvency, reorganization,
  moratorium or other similar laws generally affecting creditors' rights and by
  equitable principles (regardless of whether enforcement is sought in equity or
  at law).

  7.3       No Violation.  Neither
  the execution, delivery and performance by any Credit Party of the Credit to
  which it is party nor compliance with the terms and provisions thereof (i)
  will contravene any law, statute, rule, regulation, order, writ, injunction or
  decree of any Governmental Authority applicable to such Credit Party or its
  properties and assets, (ii) will conflict with or result in any breach of, any
  of the terms, covenants, conditions or provisions of, or constitute a default
  under, or result in the creation or imposition of (or the obligation to create
  or impose) any Lien (other than the Liens created pursuant to the Security
  Documents) upon any of the property or assets of such Credit Party pursuant to
  the terms of any promissory note, bond, debenture, indenture, mortgage, deed
  of trust, credit or loan agreement, or any other agreement or other
  instrument, to which such Credit Party is a party or by which it or any of its
  property or assets are bound or to which it may be subject other than when
  consent has been obtained, or (iii) will violate any provision of the
  certificate or articles of incorporation, code of regulations or by-laws, or
  other charter documents of such Credit Party.

  7.4       Governmental
  Approvals.  No order, consent, approval, license, authorization, or validation
  of, or filing, recording or registration with, or exemption by, any
  Governmental Authority is required to authorize or is required as a condition
  to (i) the execution, delivery and performance by any Credit Party of any
  Credit Document to which it is a party, or (ii) the legality, validity,
  binding effect or enforceability of any Credit Document to which any Credit
  Party is a party, except the filing and recording of financing statements and
  other documents necessary in order to perfect the Liens created by the
  Security Documents.

  7.5       Litigation.  There are
  no actions, suits or proceedings pending or, to, the knowledge of the
  Borrower, threatened with respect to the Borrowers or any of their
  Subsidiaries (i) that have, or could reasonably be expected to have, a
  Material Adverse Effect, or (ii) that question the validity or enforceability
  of any of the Credit Documents, or of any action to be taken by any Borrower
  or any of the other Credit Parties pursuant to any of the Credit Documents.

  7.6       Use of Proceeds;
  Margin Regulations.  

  (a)        The
  proceeds of all Loans shall be utilized to refinance existing senior debt
  facilities, provide funds for Permitted Acquisitions, provide funds for
  investments in joint ventures permitted pursuant to Section 9.5(m), and
  provide working capital and funds for general corporate and other lawful
  purposes not inconsistent with the requirements of this Agreement.

  (b)        No
  part of the proceeds of any Credit Event will be used directly or indirectly
  to purchase or carry Margin Stock, or to extend credit to others for the
  purpose of purchasing or carrying any Margin Stock, in violation of any of the
  provisions of Regulation U or X of the Board of Governors of the Federal
  Reserve System. Neither Borrower is engaged in the business of extending
  credit for the purpose of purchasing or carrying any Margin Stock. At no time
  would more than 25% of the value of the assets of any Borrower or of the
  Borrowers and their consolidated Subsidiaries that are subject to any
  "arrangement" (as such term is used in Section 221.2(g) of such Regulation U)
  hereunder be represented by Margin Stock.

  7.7       Financial Statements,
  etc.  

  (a)        The
  Borrowers have furnished to the Lenders and the Administrative Agent complete
  and correct copies of (i) the audited consolidated balance sheets of the
  Borrowers and their consolidated subsidiaries as of December 31, 2003 and the
  related audited consolidated statements of income, shareholders' equity, and
  cash flows of the Borrower and its consolidated subsidiaries for the fiscal
  years then ended, accompanied by the report thereon of PricewaterhouseCoopers
  LLP; and (ii) the consolidated balance sheets of the Borrowers and their
  consolidated subsidiaries as of September 30, 2004 and the related
  consolidated statements of income and of cash flows of the Borrowers and their
  consolidated subsidiaries for the fiscal period then ended, as included in the
  Borrower's Report on Form 10-Q for the fiscal quarter ended September 30,
  2004, filed with the SEC.  All such financial statements have been prepared in
  accordance with GAAP, consistently applied (except as stated therein), and
  fairly present the financial position of the entities described in such
  financial statements as of the respective dates indicated and the consolidated
  results of their operations and cash flows for the respective periods
  indicated, subject in the case of any such financial statements that are
  unaudited, to normal audit adjustments, none of which will involve a Material
  Adverse Effect.  The Borrowers and their Subsidiaries did not have, as of the
  date of the latest financial statements referred to above, and will not have
  as of the Closing Date after giving effect to the incurrence of Loans
  hereunder, any material or significant contingent liability or liability for
  taxes, long-term lease or unusual forward or long-term commitment that is not
  reflected in the foregoing financial statements or the notes thereto in
  accordance with GAAP and that in any such case is material in relation to the
  business, operations, properties, assets, financial or other condition or
  prospects of the Borrowers or any of their Subsidiaries.

  7.8       Solvency.  Each
  Borrower has received consideration that is the reasonable equivalent value of
  the obligations and liabilities that such Borrower has incurred to the
  Administrative Agent and the Lenders.  Each Borrower now has capital
  sufficient to carry on its business and transactions and all business and
  transactions in which it is about to engage and is now solvent and able to pay
  its debts as they mature and each Borrower, as of the Closing Date, owns
  property having a value, both at fair valuation and at present fair salable
  value, greater than the amount required to pay such Borrower's debts; and such
  Borrower is not entering into the Credit Documents with the intent to hinder,
  delay or defraud its creditors. For purposes of this Section 7.8, "debt" means
  any liability on a claim, and "claim" means (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 payment, whether or not such right
  to an equitable remedy is reduced to judgment, fixed, contingent, matured,
  unmatured, disputed, undisputed, secured or unsecured.

  7.9       No Material Adverse
  Effect.  Since September 30, 2004, there has been no change in the financial
  or other condition, business, affairs or prospects of the Borrowers and their
  Subsidiaries taken as a whole, or their properties and assets considered as an
  entirety, except for changes none of which, individually or in the aggregate,
  has had or could reasonably be expected to have, a Material Adverse Effect.

  7.10     Tax Returns and
  Payments.  Each of the Borrowers and each of their Subsidiaries has filed all
  federal income tax returns and all other material tax returns, domestic and
  foreign, required to be filed by it and has paid all material taxes and
  assessments payable by it that have become due, other than those not yet
  delinquent and except for those contested in good faith. The Borrowers and
  each of their Subsidiaries has established on its books such charges, accruals
  and reserves in respect of taxes, assessments, fees and other governmental
  charges for all fiscal periods as are required by GAAP.  The Borrowers know of
  no proposed assessment for additional federal, foreign or state taxes for any
  period, or of any basis therefor, which, individually or in the aggregate,
  taking into account such charges, accruals and reserves in respect thereof as
  the Borrowers and their Subsidiaries have made, could reasonably be expected
  to have a Material Adverse Effect.

  7.11     Title to Properties,
  etc.  Each Borrower and each of its Subsidiaries has good and marketable title
  (or valid Leaseholds, in the case of any leased property), to all of its
  properties and assets free and clear of Liens other than Permitted Liens.  The
  interests of the Borrowers and each of their Subsidiaries in the properties
  reflected in the most recent balance sheet referred to in Section 7.7, taken
  as a whole, were sufficient, in the judgment of the Borrowers, as of the date
  of such balance sheet for purposes of the ownership and operation of the
  businesses conducted by the Borrower and such Subsidiaries.

  7.12     Lawful Operations,
  etc.  Each Borrower and each of its Subsidiaries:  (i) holds all necessary
  federal, state and local governmental licenses, registrations, certifications,
  permits and authorizations necessary to conduct its business, except to the
  extent the failure to so hold could reasonably be expected to have a Material
  Adverse Effect; (ii) is in full compliance with all material requirements
  imposed by law, regulation or rule, whether federal, state or local, that are
  applicable to it, its operations, or its properties and assets, including
  without limitation, applicable requirements of Environmental Laws, except for
  any failure to obtain and maintain in effect, or noncompliance, that,
  individually or in the aggregate, could not reasonably be expected to have a
  Material Adverse Effect; (iii) conduct their business in compliance with all
  provisions of the Fair Debt Practices Collection Act and all other applicable
  federal, state or local laws governing the collection of debts and neither
  Borrower nor any of its Subsidiaries is in material violation of any of such
  laws; and (iv) are in compliance with all federal, state and local privacy
  laws.

  7.13     Environmental Matters. 
  

  (a)        Each
  Borrower and each of its Subsidiaries is in compliance with all Environmental
  Laws governing its business, except to the extent that any such failure to
  comply (together with any resulting penalties, fines or forfeitures) would not
  reasonably be expected to have a Material Adverse Effect. All licenses,
  permits, registrations or approvals required for the conduct of the business
  of each Borrower and each of its Subsidiaries under any Environmental Law have
  been secured and each Borrower and each of its Subsidiaries is in substantial
  compliance therewith, except for such licenses, permits, registrations or
  approvals the failure to secure or to comply therewith is not reasonably
  likely to have a Material Adverse Effect. Neither Borrower nor any of its
  Subsidiaries has received written notice, or otherwise knows, that it is in
  any respect in noncompliance with, breach of or default under any applicable
  writ, order, judgment, injunction, or decree to which such Borrower or such
  Subsidiary is a party or that would affect the ability of such Borrower or
  such Subsidiary to operate any Real Property and no event has occurred and is
  continuing that, with the passage of time or the giving of notice or both,
  would constitute noncompliance, breach of or default thereunder, except in
  each such case, such noncompliance, breaches or defaults as would not
  reasonably be expected to, in the aggregate, have a Material Adverse Effect.
  There are no Environmental Claims pending or, to the best knowledge of the
  Borrowers, threatened wherein an unfavorable decision, ruling or finding would
  reasonably be expected to have a Material Adverse Effect. There are no facts,
  circumstances, conditions or occurrences on any Real Property now or at any
  time owned, leased or operated by any Borrower or any of its Subsidiaries or
  on any property adjacent to any such Real Property, that are known by the
  Borrowers or as to which any Borrower or any such Subsidiary has received
  written notice, that could reasonably be expected:  (i) to form the basis of
  an Environmental Claim against any Borrower or any of its Subsidiaries or any
  Real Property of any Borrower or any of its Subsidiaries; or (ii) to cause
  such Real Property to be subject to any restrictions on the ownership,
  occupancy, use or transferability of such Real Property under any
  Environmental Law, except in each such case, such Environmental Claims or
  restrictions that individually or in the aggregate would not reasonably be
  expected to have a Material Adverse Effect.

  (b)       
  Hazardous Materials have not at any time been (i) generated, used, treated or
  stored on, or transported to or from, any Real Property of any Borrower or any
  of its Subsidiaries or (ii) released on any such Real Property, in each case
  where such occurrence or event is not in compliance with Environmental Laws
  and is reasonably likely to have a Material Adverse Effect.

  7.14     Compliance with ERISA. 
  Compliance by the Borrowers with the provisions hereof and Credit Events
  contemplated hereby will not involve any prohibited transaction within the
  meaning of ERISA or Section 4975 of the Code.  The Borrowers and each of their
  Subsidiaries, (i) have fulfilled all obligations under minimum funding
  standards of ERISA and the Code with respect to each Plan that is not a
  Multiemployer Plan or a Multiple Employer Plan, (ii) has satisfied all
  respective contribution obligations in respect of each Multiemployer Plan and
  each Multiple Employer Plan, (iii) is in compliance in all material respects
  with all other applicable provisions of ERISA and the Code with respect to
  each Plan, each Multiemployer Plan and each Multiple Employer Plan, and (iv)
  has not incurred any liability under the Title IV of ERISA to the PBGC with
  respect to any Plan, any Multiemployer Plan, any Multiple Employer Plan, or
  any trust established thereunder.  No Plan or trust created thereunder has
  been terminated, and there have been no Reportable Events, with respect to any
  Plan or trust created thereunder or with respect to any Multiemployer Plan or
  Multiple Employer Plan, which termination or Reportable Event will or could
  result in the termination of such Plan, Multiemployer Plan or Multiple
  Employer Plan and give rise to a material liability of the Borrower or any
  ERISA Affiliate in respect thereof.  Neither Borrower nor any ERISA Affiliate
  is at the date hereof, or has been at any time within the two years preceding
  the date hereof, an employer required to contribute to any Multiemployer Plan
  or Multiple Employer Plan, or a "contributing sponsor" (as such term is
  defined in Section 4001 of ERISA) in any Multiemployer Plan or Multiple
  Employer Plan.  Neither the Borrower nor any ERISA Affiliate has any
  contingent liability with respect to any post-retirement "welfare benefit
  plan" (as such term is defined in ERISA) except as has been disclosed to the
  Lenders in writing.

  7.15     Intellectual Property,
  etc.  Each Borrower and each of its Subsidiaries has obtained or has the right
  to use all material patents, trademarks, service marks, trade names,
  copyrights, licenses and other rights with respect to the foregoing necessary
  for the present conduct of its business, without any known conflict with the
  rights of others, except for such patents, trademarks, service marks, trade
  names, copyrights, licenses and rights, the loss of which, and such conflicts,
  which in any such case individually or in the aggregate would not reasonably
  be expected to have a Material Adverse Effect.

  7.16     Investment Company Act,
  etc.  Neither Borrower nor any of its Subsidiaries is subject to regulation
  with respect to the creation or incurrence of Indebtedness under the
  Investment Company Act of 1940, as amended, the Interstate Commerce Act, as
  amended, the Federal Power Act, as amended, the Public Utility Holding Company
  Act of 1935, as amended, or any applicable state public utility law.

  7.17     Insurance.  Each
  Borrower and each of its Subsidiaries maintains insurance coverage by such
  insurers and in such forms and amounts and against such risks as are generally
  consistent with industry standards and in compliance with the terms of the
  Credit Documents.  

  7.18     Certain Contracts;
  Labor Relations.  Neither Borrower nor any of its Subsidiaries (i) is subject
  to any burdensome contract, agreement, corporate restriction, judgment, decree
  or order, (ii) is a party to any labor dispute affecting any bargaining unit
  or other group of employees generally, (iii) is subject to any strike, slow
  down, walk out or other concerted interruptions of operations by employees of
  such Borrower or any Subsidiary, whether or not relating to any labor
  contracts, (iv) is subject to any pending or, to the knowledge of the
  Borrowers, threatened, unfair labor practice complaint, before the National
  Labor Relations Board, (v) is subject to any pending or, to the knowledge of
  the Borrowers, threatened, grievance or arbitration proceeding arising out of
  or under any collective bargaining agreement, (vi) is subject to any pending
  or, to the knowledge of the Borrowers, threatened, strike, labor dispute,
  slowdown or stoppage, or (vii) is, to the knowledge of the Borrowers, involved
  or subject to any union representation organizing or certification matter with
  respect to the employees of any Borrower or any of its Subsidiaries, except
  (with respect to any matter specified in any of the above clauses), for such
  matters as, individually or in the aggregate, could not reasonably be expected
  to have a Material Adverse Effect.

  7.19     True and Complete
  Disclosure.  All factual information (taken as a whole) heretofore or
  contemporaneously furnished by or on behalf of any Borrower or any of its
  Subsidiaries in writing to the Administrative Agent or any Lender for purposes
  of or in connection with this Agreement or any transaction contemplated
  herein, is, and all other such factual information (taken as a whole)
  hereafter furnished by or on behalf of such person in writing to any Lender
  will be, true and accurate in all material respects on the date as of which
  such information is dated or certified and not incomplete by omitting to state
  any material fact necessary to make such information (taken as a whole) not
  misleading at such time in light of the circumstances under which such
  information was provided.

  7.20     Anti-Terrorism Law
  Compliance.  Neither the Borrowers nor any of their Subsidiaries are subject
  to or in violation of any law, regulation, or list of any government agency
  (including, without limitation, the U.S. Office of Foreign Asset Control list,
  Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the
  conduct of business with or the receiving of funds, goods or services to or
  for the benefit of certain persons specified therein or that prohibits or
  limits any Lender or Letter of Credit Issuer from making any advance or
  extension of credit to the Borrowers or from otherwise conducting business
  with the Borrowers.

  ARTICLE VIII.

  AFFIRMATIVE
  COVENANTS

  Each Borrower hereby covenants and agrees that on the
  Closing Date and thereafter so long as this Agreement is in effect and until
  such time as the Total Commitment has been terminated, no Notes remain
  outstanding and the Loans and Swingline Loans, together with interest, Fees
  and all other Obligations incurred hereunder and under the other Credit
  Documents, have been paid in full:

  8.1       Reporting
  Requirements.  The Borrower Representative will furnish to each Lender and the
  Administrative Agent:

  (a)       
  Annual Financial Statements.  As soon as available and in any event within 90
  days after the close of each fiscal year of the Borrowers, the consolidated
  balance sheets of the Borrowers and their 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 the Borrowers, 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 the Borrowers and their 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 the Borrowers, the unaudited consolidated balance sheets of the
  Borrowers and their 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 on behalf of the Borrower
  Representative by an Authorized Officer of the Borrower Representative,
  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 8.1(a) and (b), a certificate on
  behalf of the Borrowers by an Authorized Officer of the Borrower
  Representative 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 the Borrowers propose to take with respect thereto,
  which certificate shall set forth the calculations required to establish
  compliance with the provisions of Section 9.7 of this Agreement.

  (d)       
  Notice of Default, Litigation, Violation of Material Agreement.  Promptly, and
  in any event within three Business Days after any of the Borrowers or any of
  their Subsidiaries 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 Borrowers 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 any Borrower
  or any of its Subsidiaries, 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 any Borrower, any
  Subsidiary of any Borrower or any ERISA Affiliate knows of the occurrence of
  any of the following, the Borrower Representative will deliver to each of the
  Lenders a certificate on behalf of the Borrowers by an Authorized Officer of
  the Borrower Representative setting forth the full details as to such
  occurrence and the action, if any, that such Borrower, 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 any Borrower, 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 any Borrower or any ERISA Affiliate to
  withdraw from any Plan; (iv) the institution of any steps by any Borrower 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 any Borrower 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, any Borrower or any of its Subsidiaries obtains knowledge thereof,
  notice of one or more of the following environmental matters: (i) any pending
  or threatened material Environmental Claim against any Borrower or any of its
  Subsidiaries or any Real Property owned or operated by any Borrower or any of
  its Subsidiaries; (ii) any condition or occurrence on or arising from any Real
  Property owned or operated by any Borrower or any of its Subsidiaries that (A)
  results in material noncompliance by any Borrower or any of its Subsidiaries
  with any applicable Environmental Law or (B) would reasonably be expected to
  form the basis of a material Environmental Claim against any Borrower or any
  of its Subsidiaries or any such Real Property; (iii) any condition or
  occurrence on any Real Property owned, leased or operated by any Borrower or
  any of its Subsidiaries 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 Borrower or any of its Subsidiaries
  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 any Borrower or any of its Subsidiaries 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, such Borrower's or such Subsidiary's response thereto
  and, to the extent reasonably ascertainable, the potential exposure in dollars
  of the Borrowers 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 any Borrower or any of its
  Subsidiaries 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 Gibraltar Industries, Inc. 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 the
  Borrowers and/or any of their Subsidiaries that is submitted to any Borrower
  by its independent accountants in connection with any annual or interim audit
  made by them of the books of any Borrower 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 Borrowers or any of their Subsidiaries as the Administrative
  Agent or any Lender may reasonably request from time to time.

  8.2       Books, Records and
  Inspections.  The Borrowers will, and will cause each of their Subsidiaries
  to, (i) keep proper books of record and account, in which full and correct
  entries shall be made of all financial transactions and the assets and
  business of such Borrowers or such Subsidiaries, as the case may be, in
  accordance with GAAP; and (ii) permit, upon reasonable prior notice to the
  Borrower Representative, officers and designated representatives of the
  Administrative Agent or any of the Lenders to visit and inspect any of the
  properties or assets of any of the Borrowers and any of their Subsidiaries in
  whomsoever's possession to examine the books of account of any of the
  Borrowers and any of their Subsidiaries, and make copies thereof and take
  extracts therefrom, and to discuss the affairs, finances and accounts of any
  of the Borrowers and of any of their Subsidiaries with, and be advised as to
  the same by, its and their officers and independent accountants and
  independent actuaries, if any, all at such reasonable times and intervals and
  to such reasonable extent as the Administrative Agent or any of the Lenders
  may request.

  8.3       Insurance.

  (a)        The
  Borrowers will, and will cause each of their Subsidiaries to, (i) maintain
  insurance coverage by such insurers and in such forms and amounts and against
  such risks as are generally consistent with the insurance coverage maintained
  by the Borrowers and their Subsidiaries at the date hereof, and (ii) forthwith
  upon any Lender's written request, furnish to such Lender such information
  about such insurance as such Lender may from time to time reasonably request,
  which information shall be prepared in form and detail satisfactory to such
  Lender and certified by an Authorized Officer of the Borrower Representative.

  (b)        The
  Borrowers will, and will cause each of their Subsidiaries that is a Credit
  Party 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 Administrative
  Agent, and all policies or certificates (or certified copies thereof) with
  respect to such insurance (and any other insurance maintained by any Borrower
  or any such Subsidiary) (i) shall be endorsed to the Administrative Agent's
  satisfaction for the benefit of the Administrative Agent (including, without
  limitation, by naming the Administrative 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 expire without 30 days'
  prior written notice thereof (or 10 days' prior written notice in the case of
  cancellation for the non-payment of premiums) by the respective insurer to the
  Administrative Agent, (iii) shall provide that the respective insurers
  irrevocably waive any and all rights of subrogation with respect to the
  Administrative Agent and the Lenders, (iv) shall in the case of any such
  certificates or endorsements in favor of the Administrative Agent, be
  delivered to or deposited with the Administrative Agent, and (v) shall provide
  that the interests of the Administrative Agent shall not be invalidated by an
  act or negligence of any Borrower or any Subsidiary or any person having an
  interest in any facility owned, leased or used by any Borrower or any of its
  Subsidiaries nor by occupancy or use of any facility owned, leased or used by
  any Borrower 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 any Borrower or any Subsidiary.  The
  Borrower Representative shall deliver to the Administrative 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.  The Borrower Representative shall advise the
  Administrative Agent promptly upon the cancellation, reduction or amendment of
  any policy.  If requested to do so by the Administrative Agent at any time,
  the Borrower Representative shall deliver copies of all insurance policies
  maintained by it as required by this Agreement.  The Administrative Agent
  shall deliver copies of any certificates of insurance to a Lender upon such
  Lender's reasonable request.

  (c)        If
  any Borrower or any of its Subsidiaries shall fail to maintain any insurance
  in accordance with this Section 8.3, or if any Borrower or any of its
  Subsidiaries shall fail to so endorse and deliver or deposit all endorsements
  or certificates with respect thereto, the Administrative Agent shall have the
  right (but shall be under no obligation), upon prior written notice to the
  Borrower Representative, to procure such insurance and the Borrowers agree to
  reimburse the Administrative Agent on demand, for all actual costs and
  expenses of procuring such insurance.

  8.4       Payment of Taxes and
  Claims.  Each of the Borrowers will pay and discharge, and will cause each of
  its Subsidiaries to pay and discharge, all taxes, assessments and governmental
  charges or levies imposed upon it or upon its income or profits, or upon any
  properties belonging to it, prior to the date on which penalties attach
  thereto, and all lawful claims that, if unpaid, might become a Lien or charge
  upon any properties of such Borrower or any of its Subsidiaries; provided that
  neither such Borrower nor any of its Subsidiaries shall be required to pay any
  such tax, assessment, charge, levy or claim that is being contested in good
  faith and by proper proceedings if it has maintained adequate reserves with
  respect thereto in accordance with GAAP.  Without limiting the generality of
  the foregoing, each Borrower will, and will cause each of its Subsidiaries to,
  pay in full all of its wage obligations to its employees in accordance with
  the Fair Labor Standards Act (29 U.S.C. Sections 206 207) and any comparable
  provisions of applicable law.

  8.5       Corporate Franchises. 
  Each Borrower will do, and will cause each of its Subsidiaries to do, or cause
  to be done, all things necessary to preserve and keep in full force and effect
  its corporate existence, rights and authority, provided that nothing in this
  Section 8.5 shall be deemed to prohibit any transaction permitted by Section
  9.2.

  8.6       Good Repair.  Each
  Borrower will, and will cause each of its Subsidiaries to, ensure that its
  material properties and equipment used or useful in its business in
  whomsoever's possession they may be, are kept in good repair, working order
  and condition, normal wear and tear excepted, and that from time to time there
  are made in such properties and equipment all needful and proper repairs,
  renewals, replacements, extensions, additions, betterments and improvements,
  thereto, to the extent and in the manner customary for companies in similar
  businesses.

  8.7       Compliance with
  Statutes, etc.  Each Borrower will, and will cause each of its Subsidiaries
  to, comply, in all material respects, with all applicable statutes,
  regulations and orders of, and all applicable restrictions imposed by, all
  Governmental Authorities in respect of the conduct of its business and the
  ownership of its property, other than those the noncompliance with which will
  not have, and that would not be reasonably expected to have, a Material
  Adverse Effect.

  8.8       Compliance with
  Environmental Laws.  Without limitation of the covenants contained in Section
  8.7 hereof,

  (a)        Each
  Borrower will comply, and will cause each of its Subsidiaries to comply, in
  all material respects, with all Environmental Laws applicable to the
  ownership, lease or use of all Real Property now or hereafter owned, leased or
  operated by such Borrower or any of its Subsidiaries, and will promptly pay or
  cause to be paid all costs and expenses incurred in connection with such
  compliance, except to the extent that such compliance with Environmental Laws
  is being contested in good faith and by appropriate proceedings and for which
  adequate reserves have been established to the extent required by GAAP, and an
  adverse outcome in such proceedings is not reasonably expected to have a
  Material Adverse Effect.

  (b)        Each
  Borrower will keep or cause to be kept, and will cause each of its
  Subsidiaries to keep or cause to be kept, all such Real Property free and
  clear of any Liens imposed pursuant to such Environmental Laws that are not
  permitted under Section 9.3.

  (c)        No
  Borrower nor any of its Subsidiaries will generate, use, treat, store, release
  or dispose of, or permit the generation, use, treatment, storage, release or
  disposal of, Hazardous Materials on any Real Property now or hereafter owned,
  leased or operated by such Borrower or any of its Subsidiaries or transport or
  permit the transportation of Hazardous Materials to or from any such Real
  Property other than in compliance with applicable Environmental Laws, except
  for such noncompliance as would not have, and that would not be reasonably
  expected to have, a Material Adverse Effect.

  (d)        If
  required to do so under any applicable order of any Governmental Authority,
  the Borrower will undertake, and cause each of its Subsidiaries to undertake,
  any clean up, removal, remedial or other action necessary to remove and clean
  up any Hazardous Materials from any Real Property owned, leased or operated by
  any Borrower or any of its Subsidiaries in accordance with, in all material
  respects, the requirements of all applicable Environmental Laws and in
  accordance with, in all material respects, such orders of all Governmental
  Authorities, except to the extent that such Borrower or such Subsidiary is
  contesting such order in good faith and by appropriate proceedings and for
  which adequate reserves have been established to the extent required by GAAP.

  (e)        At
  the written request of the Administrative Agent or the Required Lenders, which
  request shall specify in reasonable detail the basis therefor, at any time and
  from time to time after the Lenders receive notice under Section 8.1(f) for
  any Environmental Claim involving potential expenditures by any Borrower or
  any of its Subsidiaries in excess of $5,000,000 in the aggregate for any Real
  Property, such Borrower will provide, at its sole cost and expense, an
  environmental site assessment report concerning any such Real Property now or
  hereafter owned, leased or operated by such Borrower or any of its
  Subsidiaries, prepared by an environmental consulting firm reasonably
  acceptable to the Administrative Agent, indicating the presence or absence of
  Hazardous Materials and the potential cost of any removal or a remedial action
  in connection with any Hazardous Materials on such Real Property. If the
  Borrower fails to provide the same within 90 days after such request was made,
  the Administrative Agent may order the same, and such Borrower shall grant and
  hereby grants, to the Administrative Agent and the Lenders and their agents,
  access to such Real Property and specifically grants the Administrative Agent
  and the Lenders an irrevocable non-exclusive license, subject to the rights of
  tenants, to undertake such an assessment, all at the Borrower's expense.

  8.9       Fiscal Years, Fiscal
  Quarters.  No Borrower shall change its or any of its Subsidiaries' fiscal
  years or fiscal quarters (other than the fiscal year or fiscal quarters of a
  person that becomes a Subsidiary, made at the time such person becomes a
  Subsidiary to conform to such Borrower's fiscal year and fiscal quarters).

  8.10     Certain Subsidiaries to
  Join in Subsidiary Guaranty.  

  (a)        In
  the event that at any time after the Closing Date (x) any Borrower 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 8.10(b)
  applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of
  Default shall have occurred and be continuing and any Borrower has any
  Subsidiary that is not a party to the Subsidiary Guaranty, such Borrower will
  immediately, but in any event within 5 Business Days, notify the
  Administrative Agent in writing of such event, identifying the Subsidiary in
  question and referring specifically to the rights of the Administrative Agent
  and the Lenders under this Section. The Borrower will, within 15 days
  following request therefor from the Administrative Agent (who may give such
  request on its own initiative or upon request by the Required Lenders), cause
  such Subsidiary to deliver to the Administrative Agent, in sufficient
  quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory
  in form and substance to the Administrative Agent, 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 the
  Administrative Agent may reasonably request.  Notwithstanding the foregoing,
  in the event an Excluded Subsidiary shall cease to be an inactive Subsidiary
  or shall acquire assets or liabilities having a value in excess of $10,000,000
  in the aggregate, the Borrower will immediately, and in any event within 5
  Business Days, notify the Administrative Agent in writing of such event,
  referring specifically to the rights of the Administrative Agent and the
  Lenders under this Section.  The Borrower will, within 15 days following
  request therefor from the Administrative Agent (who may give such request on
  its own initiative or upon request by the Required Lenders), cause such
  Excluded Subsidiary to deliver to the Administrative Agent, in sufficient
  quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory
  in form and substance to the Administrative Agent, duly executed by such
  Excluded Subsidiary, pursuant to which such Excluded Subsidiary joins in the
  Subsidiary Guaranty as a guarantor thereunder, and (ii) such other evidence of
  the authority of such Excluded Subsidiary to execute such joinder supplement
  as the Administrative Agent may reasonably request.

  (b)       
  Notwithstanding the foregoing or the provisions of Section 8.11 hereof, no
  Borrower 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 in 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 Borrower to liability for additional United States
  income taxes by virtue of Section 956 of the Code in an amount such Borrower
  considers material, and (ii) such Borrower provides the Administrative Agent
  with documentation, including computations prepared by the Borrower's internal
  tax officer, its independent accountants or tax counsel, reasonably acceptable
  to the Required Lenders, in support thereof.

  8.11     Additional Security;
  Further Assurances.  

  (a)        In
  the event that at any time after the Closing Date,

  (i)        
  any Borrower or any of its Subsidiaries 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 Borrower will notify the Administrative Agent in writing of
  such event, identifying the property or interests in question and referring
  specifically to the rights of the Administrative Agent and the Lenders under
  this Section, or

  (ii)        an
  Event of Default shall have occurred and be continuing and any Borrower 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 8.10(b)
  hereof, Borrower will, or will cause such Subsidiary to, within 30 days, grant
  the Administrative Agent for the benefit of the Lenders security interests
  pursuant to an "Additional Security Document") or joinder in any existing
  Security Document, in such assets, interests or properties of such Borrower 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 Borrowers
  hereby agreeing to use best efforts to obtain such consents).

  (b)        Each
  Additional Security Document (i) shall be granted pursuant to documentation
  reasonably satisfactory in form and substance to the Administrative Agent, and
  other supporting documentation requested by and reasonably satisfactory in
  form and substance to the Administrative Agent; 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 the Administrative Agent at the time of perfection thereof.  The
  Borrowers, at their sole cost and expense, will cause each Additional Security
  Document 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 Document, and will pay or cause to be paid in full
  all taxes, fees and other charges payable in connection therewith.
  Furthermore, the Borrowers shall cause to be delivered to the Administrative
  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
  the Administrative Agent or any other Agent in connection with the execution,
  delivery and recording of any Additional Security Document, all of which
  documents shall be in form and substance reasonably satisfactory to the
  Administrative 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 Administrative 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 Administrative
  Agent or any other Agent may reasonably require.

  (d)        The
  Borrowers will promptly upon request of the Administrative Agent use their
  best efforts to obtain, and maintain in effect, waivers from landlords and
  mortgagees having any interest in any Real Property on which any items of
  Collateral are located, in form and substance reasonably acceptable to the
  Administrative Agent.

  8.12     Most Favored Covenant
  Status.  If any Credit Party at any time after the Closing Date, issues or
  guarantees any Indebtedness in an aggregate amount exceeding $5,000,000 (to
  the extent, if any, that any such Credit Party is permitted to do so under
  Section 9.4 hereof) 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 any Credit Party, other than those
  set forth herein or in any of the other Credit Documents, the Borrowers shall
  promptly so notify the Administrative Agent and the Lenders and, if the
  Administrative Agent shall so request by written notice to the Borrowers
  (after a determination has been made by the Required Lenders 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 of the provisions set forth herein), the
  Borrowers, the Administrative Agent and the Lenders shall promptly amend this
  Agreement to incorporate some or all of such provisions, in the discretion of
  the Administrative Agent and the Required Lenders, into this Agreement and, to
  the extent necessary and reasonably desirable to the Administrative Agent and
  the Required Lenders, into any of the other Credit Documents, all at the
  election of the Administrative Agent and the Required Lenders.

  8.13     Senior Debt.  The
  Borrowers will at all times ensure that (i) the claims of the Lenders in
  respect of the Obligations of the Borrowers or any of them will not be
  subordinate to, and will in all respects rank senior to the claims of every
  unsecured creditor of the Borrowers or any of them, and (ii) any Indebtedness
  of any Borrower that is subordinated in any manner to the claims of any other
  creditor of any Borrower will be subordinated in like manner to such claims of
  the Lenders.

  8.14     Anti-Terrorism Laws. 
  Neither the Borrowers nor any of their Subsidiaries shall be subject to or in
  violation of any law, regulation, or list of any government agency (including,
  without limitation, the U.S. Office of Foreign Asset Control list, Executive
  Order No. 13224 or the USA Patriot Act) that prohibits or limits the conduct
  of business with or the receiving of funds, goods or services to or for the
  benefit of certain persons specified therein or that prohibits or limits any
  Lender or Letter of Credit Issuer from making any advance or extension of
  credit to the Borrowers or from otherwise conducting business with the
  Borrowers.

  ARTICLE IX.

  NEGATIVE
  COVENANTS

  The Borrowers hereby covenant and agree that on the
  Closing Date and thereafter for so long as this Agreement is in effect and
  until such time as the Total Commitment has been terminated, no Notes remain
  outstanding and the Loans and Swingline Loans, together with interest, Fees
  and all other Obligations incurred hereunder and under the other Credit
  Documents, have been paid in full:

  9.1       Changes in Business. 
  Neither Borrower nor any of their Subsidiaries 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 the Borrowers and their Subsidiaries,
  would be substantially changed from the general nature of the business engaged
  in by the Borrowers and their Subsidiaries on the Closing Date.

  9.2       Consolidation, Merger,
  Acquisitions, Asset Sales, etc.  The Borrowers will not, and will not 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 a Borrower with or into such Borrower, provided
  such Borrower is the surviving or continuing or resulting corporation; (ii)
  the merger, consolidation or amalgamation of any Domestic Subsidiary of any
  Borrower 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 Borrower to any
  Subsidiary Guarantor or by any Subsidiary Guarantor to a Borrower or any other
  Subsidiary Guarantor;

  (b)       
  Acquisitions.  The Borrowers 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, the Borrowers or any of their
  Subsidiaries may consummate any Asset Sale, provided that (i) the
  consideration for such transaction represents fair value (as determined by any
  Authorized Officer of the Borrowers); (ii) the cumulative aggregate value of
  the assets sold or transferred does not exceed 5% of the Borrowers'
  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 the applicable Borrower shall have
  delivered to the Administrative Agent an officer's certificate executed on
  behalf of such Borrower by an Authorized Officer of the Borrowers, 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.  The Borrowers or any of their Subsidiaries 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 Borrowers' fiscal years;

  (e)       
  Capital Expenditures:   The Borrowers and their Subsidiaries 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.  The Borrowers and their Subsidiaries shall be
  permitted to make and dispose of the investments permitted pursuant to Section
  9.5.

  9.3       Liens.  The Borrowers
  will not, and will not permit any of their Subsidiaries to, create, incur,
  assume or suffer to exist any Lien upon or with respect to any property or
  assets of any kind (real or personal, tangible or intangible) of any of the
  Borrowers or any such Subsidiary whether now owned or hereafter acquired, or
  sell any such property or assets subject to an understanding or agreement,
  contingent or otherwise, to repurchase such property or assets (including
  sales of accounts receivable or notes with or without recourse to a Borrower
  or any of its Subsidiaries, other than for purposes of collection of
  delinquent accounts in the ordinary course of business) or assign any right to
  receive income, or file or permit the filing of any financing statement under
  the UCC or any other similar notice of Lien under any similar recording or
  notice statute, except that the foregoing restrictions shall not apply to:

  (a)       
  Standard Permitted Liens:  Standard Permitted Liens;

  (b)       
  Existing Liens, etc.:  Liens (i) in existence on the Closing Date that are
  listed, and the Indebtedness secured thereby and the property subject thereto
  on the Closing Date described, in Schedule 9.3, (ii) arising out of the
  refinancing, extension, renewal or refunding of any Indebtedness secured by
  any such Liens, provided that the principal amount of such Indebtedness is not
  increased and such Indebtedness is not secured by any additional assets; and

  (c)       
  Purchase Money Liens:  Capital Leases, Synthetic Leases and Liens (i) that are
  placed upon fixed or capital assets, acquired, constructed or improved by any
  Borrower or any Subsidiary, provided that (A) 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), (B)  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, (C) the Indebtedness secured thereby does
  not exceed the cost of acquiring, constructing or improving such fixed or
  capital assets; and (D) such Liens shall not apply to any other property or
  assets of any Borrower or any Subsidiary; or (ii) arising out of the
  refinancing, extension, renewal or refunding of any Indebtedness secured by
  any such Liens, provided that the principal amount of such Indebtedness is not
  increased and such Indebtedness is not secured by any additional assets; and

  (d)       
  Liens For Permitted Secured Indebtedness:  Liens securing the indebtedness
  described in Section 9.4(b) below.

  9.4       Indebtedness.  The
  Borrowers will not, and will not permit any of their Subsidiaries to,
  contract, create, incur, assume or suffer to exist any Indebtedness, except:

  (a)       
  Credit Documents:  Indebtedness incurred under this Agreement and the other
  Credit Documents;

  (b)       
  Permitted Secured Indebtedness:  (i) Indebtedness in connection with note
  offerings described on Schedule 9.4 hereto and any refinance thereof provided
  that the principal amount thereof is not increased by more than $20,000,000,
  and (ii) any other Indebtedness listed on Schedule 9.4 hereto and existing on
  the date of this Agreement;

  (c)       
  Purchase Money Debt and Capital Lease Obligations:  Capital Lease Obligations,
  Synthetic Leases and other Indebtedness secured by Liens permitted pursuant to
  Section 9.3(c);

  (d)       
  Hedge Agreements:  Indebtedness of the Borrowers and their Subsidiaries under
  Hedge Agreements; 

  (e)       
  Guaranty Obligations:  any Guaranty Obligations permitted by Section 9.5; and

  (f)        
  Other Unsecured Debt:  other unsecured Indebtedness 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, the
  Borrowers would be in compliance with Section 9.7 hereof and no Default or
  Event of Default shall have occurred and be continuing or would result
  therefrom.

  9.5       Investments and
  Guaranty Obligations.  The Borrowers will not, and will not permit any of
  their Subsidiaries to, directly or indirectly, (1) make or commit to make any
  Investment or (2) be or become obligated under any Guaranty Obligations,
  except:

  (a)        any
  Borrower or any of its Subsidiaries 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)        the
  Borrowers and their Subsidiaries 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 acquired by the Borrowers or any of their Subsidiaries (i) in
  exchange for any other investment held by any such Borrower 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 a Borrower or any of its Subsidiaries
  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 Closing Date and described on Schedule 9.5 hereto;

  (g)        any
  Guaranty Obligations in favor of the Lenders and any other benefited creditors
  under any Designated Hedge Agreements pursuant to the Credit Documents;

  (h)       
  investments of the Borrowers and their Subsidiaries in Hedge Agreements;

  (i)        
  existing investments in any Subsidiaries and any additional investments in any
  Subsidiary Guarantor;

  (j)        
  intercompany loans and advances;

  (k)        the
  Acquisitions permitted by Section 9.2;

  (l)         any
  unsecured Guaranty Obligation; 

  (m)      
  investments in joint ventures in an aggregate amount not to exceed $15,000,000
  in any of the Borrowers' fiscal years; and

  (n)       
  notes held by a Borrower or a Subsidiary evidencing a portion of the purchase
  price of an asset disposed of pursuant to Section 9.2(c).

  9.6       Dividends and Other
  Capital Distributions.  The Borrowers will not, and will not permit any of
  their Subsidiaries to, declare or make, or agree to pay or make, directly or
  indirectly, any Capital Distributions if any Default or Event of Default has
  occurred and be continuing or would result therefrom, except for Capital
  Distributions by a Subsidiary to a Borrower or another Guarantor Subsidiary.

  9.7       Financial Covenants. 
  

  (a)       
  Total Funded Debt to EBITDA Ratio.  The Borrowers will not at any time permit
  the Total Funded Debt to EBITDA Ratio to exceed 3.75 to 1.0.

  (b)       
  Senior Funded Debt to EBITDA Ratio.  The Borrowers will not at any time permit
  the Senior Funded Debt to EBITDA Ratio to exceed 3.25 to 1.0.

  (c)       
  Interest Coverage Ratio.  Borrowers will not at any time permit the Interest
  Coverage Ratio to be less than 3.0 to 1.0.

  (d)        Net
  Worth.  The Borrowers will not permit the Net Worth 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 Net Income (as defined below). 
  Cumulative Net Income shall be determined as of the last day of each of the
  Borrowers' fiscal quarters and shall be determined based upon the net income
  of the Borrowers, on a consolidated basis for the Borrowers and their
  Subsidiaries as of the last day of each of the Borrowers' fiscal quarters,
  from December 31, 2004 through the end of the fiscal quarter for which the
  calculation of Net Worth is being made.  For purposes of this Section, in no
  event shall Cumulative Net Income be less than $0.

  9.8       Limitation on Certain
  Restrictive Agreements.  The Borrowers will not, and will not permit any of
  their Subsidiaries 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 the Borrowers 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 make Capital
  Distributions or any other interest or participation in its profits owned by a
  Borrower or any Subsidiary of any Borrower, or pay any Indebtedness owed to
  the Borrowers or a Subsidiary of any Borrower, or to make loans or advances to
  a Borrower or any of the Borrower's Subsidiaries, or transfer any of its
  property or assets to a Borrower or any of a Borrower's other Subsidiaries,
  except for such restrictions existing under or by reason of (i) applicable
  law, (ii) this Agreement and the other Credit 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 Section 9.3(b) or 9.3(c), (vi) restrictions
  contained in the agreements relating to the Indebtedness set forth on Schedule
  9.4 hereto as in effect on the Closing Date (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 of any Borrower under any agreement or instrument governing any of
  the Indebtedness of a Subsidiary permitted pursuant to 9.4, (viii)
  restrictions affecting any Foreign Subsidiary of the Borrower under any
  agreement or instrument governing any Indebtedness of such Foreign Subsidiary
  permitted pursuant to 9.4, 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 9.3, 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.

  9.9       Prepayments and
  Refinancings of Other Debt, etc.  The Borrowers will not, and will not permit
  any of their Subsidiaries 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 any
  Borrower or its Subsidiaries 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 Obligations and intercompany loans and
  advances among a Borrower and its Subsidiaries); provided that a Borrower 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.

  9.10     Transactions with
  Affiliates.  Except as set forth on Schedule 9.10, the Borrowers will not, and
  will not permit any of their Subsidiaries to, enter into any transaction or
  series of transactions with any Affiliate (other than, in the case of the
  Borrowers, any Subsidiary, and in the case of a Subsidiary, the Borrowers or
  another Subsidiary) other than in the ordinary course of business of and
  pursuant to the reasonable requirements of such Borrower's or such
  Subsidiary's business and upon fair and reasonable terms no less favorable to
  such Borrower or such Subsidiary than would obtain in a comparable
  arm's-length transaction with a person other than an Affiliate, except
  agreements and transactions with and payments to officers, directors and
  shareholders that are either (A) entered into in the ordinary course of
  business and not prohibited by any of the provisions of this Agreement, or (B)
  entered into outside the ordinary course of business, approved by the
  directors or shareholders of a Borrower, or the applicable Subsidiary as the
  case may be, and not prohibited by any of the provisions of this Agreement. 
  Nothing in this Section 9.10 shall be construed to prohibit any action
  otherwise permitted by Section 9.6.

  9.11     Plan Terminations,
  Minimum Funding, etc.  The Borrowers will not, and will not permit any ERISA
  Affiliate to terminate any Plan or Plans so as to result in liability of a
  Borrower 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 the Lenders 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 the Borrowers 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.

  ARTICLE X.

  EVENTS OF
  DEFAULT

  10.1     Events of Default.  Any
  of the following specified events shall constitute an Event of Default (each
  an "Event of Default"):

  (a)       
  Payments:  the Borrowers shall (i) default in the payment when due (whether at
  maturity, on a date fixed for a scheduled repayment, on a date on which a
  required prepayment is to be made, upon acceleration or otherwise) of any
  principal of the Loans or any reimbursement obligation in respect of any
  Unpaid Drawing; or (ii) default, and such default shall continue for five (5)
  or more Business Days, in the payment when due of any interest on the Loans or
  any Fees or any other amounts owing hereunder or under any other Credit
  Document; or

  (b)       
  Representations, etc.:  any representation, warranty or statement made by the
  Borrowers or any other Credit Party herein or in any other Credit Document or
  in any statement or certificate delivered or required to be delivered pursuant
  hereto or thereto shall prove to be untrue in any material respect on the date
  as of which made or deemed made; or

  (c)       
  Certain Covenants:  a Borrower shall default in the due performance or
  observance by it of any term, covenant or agreement contained in Sections 8.1,
  8.2(ii), 8.10, 8.11, 8.12 or 8.13 or Article IX of this Agreement; or

  (d)       
  Other Covenants:  a Borrower shall default in the due performance or
  observance by it of any term, covenant or agreement contained in this
  Agreement or any other Credit Document, other than those referred to in
  Section 10.1(a) or (b) or (c) above, and such default is not remedied within
  30 days after the earlier of (i) an officer of a Borrower obtaining knowledge
  of such default or (ii) a Borrower receiving written notice of such default
  from the Administrative Agent or the Required Lenders (any such notice to be
  identified as a "notice of default" and to refer specifically to this
  paragraph); or

  (e)       
  Cross Default Under Other Agreements:  a Borrower or any of its Subsidiaries
  shall (i) default in any payment with respect to any Indebtedness (other than
  the Obligations) in excess of $10,000,000 in the aggregate, and such default
  shall continue after the applicable grace period, if any, specified in the
  agreement or instrument relating to such Indebtedness, or (ii) default in the
  observance or performance of any agreement or condition relating to any such
  Indebtedness or contained in any instrument or agreement evidencing, securing
  or relating thereto (and all grace periods applicable to such observance,
  performance or condition shall have expired), or any other event shall occur
  or condition exist, the effect of which default or other event or condition is
  to cause, or to permit the holder or holders of such Indebtedness (or a
  trustee or agent on behalf of such holder or holders) to cause any such
  Indebtedness to become due prior to its stated maturity; or any such
  Indebtedness of a Borrower or any of its Subsidiaries shall be declared to be
  due and payable, or shall be required to be prepaid (other than by a regularly
  scheduled required prepayment or redemption, prior to the stated maturity
  thereof); or (iii) without limitation of the foregoing clauses, a Borrower or
  any of its Subsidiaries shall default in any payment obligation under a
  Designated Hedge Agreement, and such default shall continue after the
  applicable grace period, if any, specified in such Designated Hedge Agreement
  or any other agreement or instrument relating thereto; or

  (f)        
  Invalidity of Loan Documents.  any material provision of any Credit Document,
  at any time after its execution and delivery and for any reason other than as
  expressly permitted hereunder or under such Credit Document or satisfaction in
  full of all the Obligations, ceases to be in full force and effect; or any
  Credit Party or any other person contests in any manner the validity or
  enforceability of any provision of any Credit Document; or any Credit Party
  denies that it has any or further liability or obligation under any Credit
  Document, or purports to revoke, terminate or rescind any Credit Document; or

  (g)       
  Judgments:  (i) one or more judgments, orders or decrees shall be entered
  against a Borrower and/or any of its Subsidiaries involving a liability (other
  than a liability covered by insurance, as to which the carrier has adequate
  claims paying ability and has not effectively reserved its rights) of
  $10,000,000 or more in the aggregate for all such judgments, orders and
  decrees for a Borrowers and their Subsidiaries, and any such judgments or
  orders or decrees shall not have been vacated, discharged or stayed or bonded
  pending appeal within 30 days (or such longer period, not in excess of 60
  days, during which enforcement thereof, and the filing of any judgment lien,
  is effectively stayed or prohibited) from the entry thereof; or (ii) one or
  more judgments, orders or decrees shall be entered against a Borrower and/or
  any of its Subsidiaries involving a required divestiture of any material
  properties, assets or business reasonably estimated to have a fair value in
  excess of $10,000,000, and any such judgments, orders or decrees shall not
  have been vacated, discharged or stayed or bonded pending appeal within 30
  days (or such longer period, not in excess of 60 days, during which
  enforcement thereof, and the filing of any judgment lien, is effectively
  stayed or prohibited) from the entry thereof; or

  (h)       
  Bankruptcy, etc.:  any of the following shall occur:

  (i)         a
  Borrower or any of its Subsidiaries (the Borrowers and each of such other
  Subsidiary, each a "Principal Party") shall commence a voluntary case
  concerning itself under Title 11 of the United States Code entitled
  "Bankruptcy," as now or hereafter in effect, or any successor thereto (the
  "Bankruptcy Code"); or

  (ii)        an
  involuntary case is commenced against any Principal Party under the Bankruptcy
  Code and the petition is not controverted within 10 days, or is not dismissed
  within 90 days, after commencement of the case; or

  (iii)       a
  custodian (as defined in the Bankruptcy Code) is appointed for, or takes
  charge of, all or substantially all of the property of any Principal Party; or

  (iv)       any
  Principal Party commences (including by way of applying for or consenting to
  the appointment of, or the taking of possession by, a rehabilitator, receiver,
  custodian, trustee, conservator or liquidator (collectively, a "conservator")
  of itself or all or any substantial portion of its property) any other
  proceeding under any reorganization, arrangement, adjustment of debt, relief
  of debtors, dissolution, insolvency, liquidation, rehabilitation,
  conservatorship or similar law of any jurisdiction whether now or hereafter in
  effect relating to such Principal Party; or

  (v)        any
  such proceeding of the type set forth in clause (iv) above is commenced
  against any Principal Party to the extent such proceeding is consented by such
  person or remains undismissed for a period of 90 days; or

  (vi)       any
  Principal Party is adjudicated insolvent or bankrupt; or

  (vii)      any
  order of relief or other order approving any such case or proceeding is
  entered; or

  (viii)     
  any Principal Party suffers any appointment of any conservator or the like for
  it or any substantial part of its property that continues undischarged or
  unstayed for a period of 90 days; or

  (ix)       any
  Principal Party makes a general assignment for the benefit of creditors or
  generally does not pay its debts as such debts become due; or

  (x)        any
  corporate (or similar organizational) action is taken by any Principal Party
  for the purpose of effecting any of the foregoing; or

  (i)        
  ERISA:  (i) any of the events described in clauses (i) through (viii) of
  Section 8.1(e) shall have occurred; or (ii) there shall result from any such
  event or events the imposition of a Lien, the granting of a security interest,
  or a liability or a material risk of incurring a liability; and (iii) any such
  event or events or any such Lien, security interest or liability,
  individually, and/or in the aggregate, in the opinion of the Required Lenders,
  has had, or could reasonably be expected to have, a Material Adverse Effect;
  or

  (j)        
  Change of Control:  there occurs a Change of Control.

  10.2     Acceleration, etc. 
  Upon the occurrence of any Event of Default, and at any time thereafter, if
  any Event of Default shall then be continuing, the Administrative Agent shall,
  upon the written request of the Required Lenders, by written notice to the
  Borrower, take any or all of the following actions, without prejudice to the
  rights of the Administrative Agent, or any Lender to enforce its claims
  against the Borrowers or any other Credit Party in any manner permitted under
  applicable law:

  (a)       
  declare the Total Commitment terminated, whereupon the Commitment of each
  Lender shall forthwith terminate immediately without any other notice of any
  kind;

  (b)       
  declare the principal of and any accrued interest in respect of all Loans, all
  Unpaid Drawings and all other Obligations owing hereunder and thereunder to
  be, whereupon the same shall become, forthwith due and payable without
  presentment, demand, protest or other notice of any kind, all of which are
  hereby waived by the Borrowers;

  (c)       
  terminate any Letter of Credit that may be terminated in accordance with its
  terms;

  (d)       
  direct the Borrowers to pay (and the Borrowers hereby agree that on receipt of
  such notice or upon the occurrence of an Event of Default with respect to the
  Borrowers under Section 10.1(h), it will pay) to the Administrative Agent an
  amount of cash equal to the aggregate Stated Amount of all Letters of Credit
  then outstanding (such amount to be held as security for the Borrower's (and
  any Subsidiary that is an account party) reimbursement obligations in respect
  thereof); and/or

  (e)       
  exercise any other right or remedy available under any of the Credit Documents
  or applicable law; provided that, if an Event of Default specified in Section
  10.1(h) shall occur with respect to a Borrower, the result that would occur
  upon the giving of written notice by the Administrative Agent as specified in
  clauses (a) and/or (b) above shall occur automatically without the giving of
  any such notice.

  10.3     Application of
  Liquidation Proceeds.  All monies received by the Administrative Agent or any
  Lender from the exercise of remedies hereunder or under the other Credit
  Documents or under any other documents relating to this Agreement shall,
  unless otherwise required by applicable law, be applied as follows:

  (a)       
  first, to the payment of all expenses (to the extent not otherwise paid by the
  Borrower or any of the other Credit Parties) incurred by the Administrative
  Agent and the Lenders in connection with the exercise of such remedies,
  including, without limitation, all reasonable costs and expenses of
  collection, reasonable documented attorneys' fees, court costs and any
  foreclosure expenses;

  (b)       
  second, to the payment pro rata of interest then accrued on the
  outstanding Loans;

  (c)       
  third, to the payment pro rata of any fees then accrued and payable to
  the Administrative Agent, any Letter of Credit Issuer or any Lender under this
  Agreement in respect of the Loans or the Letter of Credit Outstandings;

  (d)       
  fourth, to the payment pro rata of (A) the principal balance then owing
  on the outstanding Loans, (B) the amounts then due under Designated Hedge
  Agreements to creditors of the Borrowers or any Subsidiary, subject to
  confirmation by the Administrative Agent of any calculations of termination or
  other payment amounts being made in accordance with normal industry practice,
  and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and
  applied by the Administrative Agent as security for the reimbursement
  obligations in respect thereof);

  (e)       
  fifth, to the payment to the Lenders of any amounts then accrued and unpaid
  under Sections 2.6, 2.7, 3.5 and 5.4 hereof, and if such proceeds are
  insufficient to pay such amounts in full, to the payment of such amounts 
  pro rata;

  (f)        
  sixth, to the payment pro rata of all other amounts owed by the
  Borrower to the Administrative Agent, to any Letter of Credit Issuer or any
  Lender under this Agreement or any other Credit Document, and to any
  counterparties under Designated Hedge Agreements of the Borrowers and their
  Subsidiaries, and if such proceeds are insufficient to pay such amounts in
  full, to the payment of such amounts pro rata; and

  (g)       
  finally, any remaining surplus after all of the Obligations have been paid in
  full, to the Borrowers or to whomsoever shall be lawfully entitled thereto.

  ARTICLE XI.

  THE
  ADMINISTRATIVE AGENT

  11.1     Appointment.  Each
  Lender hereby irrevocably designates and appoints KeyBank as Administrative
  Agent to act as specified herein and in the other Credit Documents, and each
  such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent
  for such Lender, to take such action on its behalf under the provisions of
  this Agreement and the other Credit Documents and to exercise such powers and
  perform such duties as are expressly delegated to the Administrative Agent by
  the terms of this Agreement and the other Credit Documents, together with such
  other powers as are reasonably incidental thereto.  The Administrative Agent
  agrees to act as such upon the express conditions contained in this Article
  11.  Notwithstanding any provision to the contrary elsewhere in this
  Agreement, the Administrative Agent shall not have any duties or
  responsibilities, except those expressly set forth herein or in the other
  Credit Documents, nor any fiduciary relationship with any Lender, and no
  implied covenants, functions, responsibilities, duties, obligations or
  liabilities shall be read into this Agreement or otherwise exist against the
  Administrative Agent. The provisions of this Article 11 are solely for the
  benefit of the Administrative Agent, and the Lenders, and the Borrower and its
  Subsidiaries shall not have any rights as a third party beneficiary of any of
  the provisions hereof.  In performing its functions and duties under this
  Agreement, the Administrative Agent shall act solely as agent of the Lenders
  and does not assume and shall not be deemed to have assumed any obligation or
  relationship of agency or trust with or for the Borrower or any of its
  Subsidiaries.

  11.2     Delegation of Duties. 
  The Administrative Agent may execute any of its duties under this Agreement or
  any other Credit Document by or through agents or attorneys-in-fact and shall
  be entitled to advice of counsel concerning all matters pertaining to such
  duties. The Administrative Agent shall not be responsible for the negligence
  or misconduct of any agents or attorneys-in-fact selected by it with
  reasonable care except to the extent otherwise required by Section 11.3.

  11.3     Exculpatory
  Provisions.  Neither the Administrative Agent nor any of its respective
  officers, directors, employees, agents, attorneys-in-fact or affiliates shall
  be (i) liable for any action lawfully taken or omitted to be taken by it or
  such person under or in connection with this Agreement or any other Credit
  Document (except for its or such person's own gross negligence or willful
  misconduct) or (ii) responsible in any manner to any of the Lenders for any
  recitals, statements, representations or warranties made by the Borrowers or
  any of their Subsidiaries or any of their respective officers contained in
  this Agreement, any other Credit Document or in any certificate, report,
  statement or other document referred to or provided for in, or received by the
  Administrative Agent under or in connection with, this Agreement or any other
  Credit Document or for any failure of the Borrowers or any Subsidiary or any
  of their respective officers to perform its obligations hereunder or
  thereunder.  The Administrative Agent shall not be under any obligation to any
  Lender to ascertain or to inquire as to the observance or performance of any
  of the agreements contained in, or conditions of, this Agreement, or to
  inspect the properties, books or records of the Borrowers or any of their
  Subsidiaries.  The Administrative Agent shall not be responsible to any Lender
  for the effectiveness, genuineness, validity, enforceability, collectibility
  or sufficiency of this Agreement or any Credit Document or for any
  representations, warranties, recitals or statements made herein or therein or
  made in any written or oral statement or in any financial or other statements,
  instruments, reports, certificates or any other documents in connection
  herewith or therewith furnished or made by the Administrative Agent to the
  Lenders or by or on behalf of the Borrowers or any of their Subsidiaries to
  the Administrative Agent or any Lender or be required to ascertain or inquire
  as to the performance or observance of any of the terms, conditions,
  provisions, covenants or agreements contained herein or therein or as to the
  use of the proceeds of the Loans or of the existence or possible existence of
  any Default or Event of Default.

  11.4     Reliance by
  Administrative Agent.  The Administrative Agent shall be entitled to rely, and
  shall be fully protected in relying, upon any note, writing, resolution,
  notice, consent, certificate, affidavit, letter, cablegram, telegram, e-mail
  or other electronic transmission, facsimile transmission, telex or teletype
  message, statement, order or other document or conversation believed by it, in
  good faith, to be genuine and correct and to have been signed, sent or made by
  the proper person or persons and upon advice and statements of legal counsel
  (including, without limitation, counsel to the Borrowers or any of their
  Subsidiaries), independent accountants and other experts selected by the
  Administrative Agent.  The Administrative Agent shall be fully justified in
  failing or refusing to take any action under this Agreement or any other
  Credit Document unless it shall first receive such advice or concurrence of
  the Required Lenders as it deems appropriate or it shall first be indemnified
  to its satisfaction by the Lenders against any and all liability and expense
  that may be incurred by it by reason of taking or continuing to take any such
  action.  The Administrative Agent shall in all cases be fully protected in
  acting, or in refraining from acting, under this Agreement and the other
  Credit Documents in accordance with a request of the Required Lenders (or all
  of the Lenders, or all of the Lenders (other than any Defaulting Lender), as
  applicable, as to any matter that, pursuant to Section 12.11, can only be
  effectuated with the consent of all Lenders, or all Lenders (other than any
  Defaulting Lender), as the case may be), and such request and any action taken
  or failure to act pursuant thereto shall be binding upon all the Lenders.

  11.5     Notice of Default.  The
  Administrative Agent shall not be deemed to have knowledge or notice of the
  occurrence of any Default or Event of Default hereunder unless the
  Administrative Agent has received notice from a Lender or a Borrower referring
  to this Agreement, describing such Default or Event of Default and stating
  that such notice is a "notice of default."  In the event that the
  Administrative Agent receives such a notice, the Administrative Agent shall
  give prompt notice thereof to the Lenders.  The Administrative Agent shall
  take such action with respect to such Default or Event of Default as shall be
  reasonably directed by the Required Lenders, provided that unless and until
  the Administrative Agent shall have received such directions, the
  Administrative Agent may (but shall not be obligated to) take such action, or
  refrain from taking such action, with respect to such Default or Event of
  Default as it shall deem advisable in the best interests of the Lenders.

  11.6     Non-Reliance.  Each
  Lender expressly acknowledges that neither the Administrative Agent nor any of
  its officers, directors, employees, agents, attorneys-in-fact or Affiliates
  have made any representations or warranties to it and that no act by the
  Administrative Agent hereinafter taken, including any review of the affairs of
  the Borrowers or any of their Subsidiaries, shall be deemed to constitute any
  representation or warranty by the Administrative Agent to any Lender.  Each
  Lender represents to the Administrative Agent that it has, independently and
  without reliance upon the Administrative Agent, or any other Lender, and based
  on such documents and information as it has deemed appropriate, made its own
  appraisal of and investigation into the business, assets, operations,
  property, financial and other conditions, prospects and creditworthiness of
  the Borrowers and their Subsidiaries and made its own decision to make its
  Loans hereunder and enter into this Agreement.  Each Lender also represents
  that it will, independently and without reliance upon the Administrative
  Agent, or any other Lender, and based on such documents and information as it
  shall deem appropriate at the time, continue to make its own credit analysis,
  appraisals and decisions in taking or not taking action under this Agreement,
  and to make such investigation as it deems necessary to inform itself as to
  the business, assets, operations, property, financial and other conditions,
  prospects and creditworthiness of the Borrowers and their Subsidiaries. 
  Except as specifically provided in this Agreement, the Administrative Agent
  shall not have any duty or responsibility to provide any Lender with any
  credit or other information concerning the business, operations, assets,
  property, financial and other conditions, prospects or creditworthiness of the
  Borrowers or any of their Subsidiaries that may come into the possession of
  the Administrative Agent or any of its officers, directors, employees, agents,
  attorneys-in-fact or Affiliates.

  11.7     Indemnification.  The
  Lenders agree to indemnify the Administrative Agent and its Related Persons
  ratably according to their respective Loans and Commitment Percentages of the
  Unutilized Total Commitment, from and against any and all liabilities,
  obligations, losses, damages, penalties, actions, judgments, suits, costs,
  reasonable expenses or disbursements of any kind whatsoever that may at any
  time (including, without limitation, at any time following the payment of the
  Obligations) be imposed on, incurred by or asserted against the Administrative
  Agent or such Related Person in any way relating to or arising out of this
  Agreement or any other Credit Document, or any documents contemplated by or
  referred to herein or the transactions contemplated hereby or any action taken
  or omitted to be taken by the Administrative Agent or such Related Person
  under or in connection with any of the foregoing, but only to the extent that
  any of the foregoing is not paid by the Borrowers, provided that no Lender
  shall be liable to the Administrative Agent or any Related Person for the
  payment of any portion of such liabilities, obligations, losses, damages,
  penalties, actions, judgments, suits, costs, expenses or disbursements to the
  extent resulting solely from the Administrative Agent's or such Related
  Person's gross negligence or willful misconduct.  If any indemnity furnished
  to the Administrative Agent or any Related Person for any purpose shall, in
  the opinion of the Administrative Agent, be insufficient or become impaired,
  the Administrative Agent may call for additional indemnity and cease, or not
  commence, to do the acts indemnified against until such additional indemnity
  is furnished.  The agreements in this Section 11.7 shall survive the payment
  of all Obligations.

  11.8     The Administrative
  Agent in Individual Capacity.  The Administrative Agent and its Affiliates may
  make loans to, accept deposits from and generally engage in any kind of
  business with the Borrowers, its Subsidiaries and their Affiliates as though
  not acting as Administrative Agent hereunder.  With respect to the Loans made
  by it and all Obligations owing to it, the Administrative Agent shall have the
  same rights and powers under this Agreement as any Lender and may exercise the
  same as though it were not the Administrative Agent, and the terms "Lender"
  and "Lenders" shall include the Administrative Agent in its individual
  capacity.

  11.9     Successor
  Administrative Agent.  The Administrative Agent may resign at any time upon
  not less than 30 days notice to the Lenders, each Letter of Credit Issuer and
  the Borrowers.  Upon receipt of any such notice of resignation, the Required
  Lenders shall have the right, in consultation with the Borrowers, to appoint a
  successor.  If no such successor shall have been so appointed by the Required
  Lenders and shall have accepted such appointment within 30 days after the
  retiring Administrative Agent gives notice of its resignation, then the
  retiring Administrative Agent may on behalf of the Lenders, appoint a
  successor Administrative Agent, provided that if the Administrative Agent
  shall notify the Borrowers and the Lenders that no such successor is willing
  to accept such appointment, then such resignation shall nonetheless become
  effective in accordance with such notice and (i) the retiring Administrative
  Agent shall be discharged from its duties and obligations hereunder and under
  the other Credit Documents (except that in the case of any collateral security
  held by the Administrative Agent on behalf of the Lenders or any Letter of
  Credit Issuer under any of the Credit Documents, the retiring Administrative
  Agent shall continue to hold such collateral security until such time as a
  successor Administrative Agent is appointed) and (ii) all payments,
  communications and determinations provided to be made by, to or through the
  Administrative Agent shall instead be made by or to each Lender and the
  Issuing Bank directly, until such time as the Required Lenders appoint a
  successor Administrative Agent as provided for above in this paragraph.  Upon
  the acceptance of a successor's appointment as Administrative Agent hereunder,
  such successor shall succeed to and become vested with all of the rights,
  powers, privileges and duties of the retiring (or retired) Administrative
  Agent, and the retiring Administrative Agent shall be discharged from all of
  its duties and obligations hereunder or under the other Credit Documents (if
  not already discharged therefrom as provided above in this paragraph).  The
  fees payable by the Borrowers to a successor Administrative Agent shall be the
  same as those payable to its predecessor unless otherwise agreed between the
  Borrower and such successor.  After the retiring Administrative Agent's
  resignation hereunder and under the other Credit Documents, the provisions of
  this Article and Section 12.1 shall continue in effect for the benefit of such
  retiring Administrative Agent, its sub-agents and their respective Related
  Parties in respect of any actions taken or omitted to be taken by any of them
  while the retiring Administrative Agent was acting as Administrative Agent.

  11.10   No Reliance on
  Administrative Agent's Customer Identification Program.  Each Lender
  acknowledges and agrees that neither such Lender, nor any of  its Affiliates,
  participants or assignees, may rely on the Administrative Agent to carry out
  such Lender's, Affiliate's, participant's or assignee's customer
  identification program, or other obligations required or imposed under or
  pursuant to the USA Patriot Act or the regulations thereunder, including the
  regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the
  "CIP Regulations"), or any other Anti-Terrorism Law, including any programs
  involving any of the following items relating to or in connection with the
  Borrowers or any of their Subsidiaries, any of their respective Affiliates or
  agents, this Agreement, the Security Documents or the transactions hereunder: 
  (a) any identity verification procedures, (b) any record keeping, (c) any
  comparisons with government lists, (d) any customer notices or (e) any other
  procedures required under the CIP Regulations or such other laws.

  11.11   USA Patriot Act.  Each
  Lender or assignee or participant of a Lender that is not organized under the
  laws of the United States of America or a state thereof (and is not excepted
  from the certification requirement contained in Section 313 of the USA Patriot
  Act and the applicable regulations because it is both (a) an affiliate of a
  depository institution or foreign bank that maintains a physical presence in
  the United States or foreign country, and (b) subject to supervision by a
  banking authority regulating such affiliated depository institution or foreign
  bank) shall deliver to the Administrative Agent the certification, or, if
  applicable, recertification, certifying that such Lender is not a "shell" and
  certifying to other matters as required by Section 313 of the USA Patriot Act
  and the applicable regulations:  (i) within 10 days after the Closing Date,
  and (ii) at such other times as are required under the USA Patriot Act.

  11.12   Other Agents.  Any
  Lender identified herein as a Co-Agent, Syndication Agent, Documentation
  Agent, Managing Agent, Manager, Lead Arranger, Arranger or any other
  corresponding title, other than "Administrative Agent," shall have no right,
  power, obligation, liability, responsibility or duty under this Agreement or
  any other Credit Document except those applicable to all Lenders as such. Each
  Lender acknowledges that it has not relied, and will not rely, on any Lender
  so identified in deciding to enter into this Agreement or in taking or not
  taking any action hereunder.

  ARTICLE XII.

  MISCELLANEOUS

  12.1     Payment of Expenses
  etc.  

  (a)       
  Whether or not the transactions contemplated hereby are consummated, the
  Borrowers agree to pay (or reimburse the Administrative Agent for) all
  reasonable out-of-pocket costs and expenses of the Administrative Agent in
  connection with the negotiation, preparation, syndication, administration and
  execution and delivery of the Credit Documents and the documents and
  instruments referred to therein and the syndication of the Commitments,
  including, without limitation, the reasonable fees and disbursements of
  counsel to the Administrative Agent.

  (b)        The
  Borrowers agree to pay (or reimburse the Administrative Agent, the Lenders and
  their Affiliates for) all reasonable out-of-pocket costs and expenses of the
  Administrative Agent, the Lenders and their Affiliates in connection with any
  amendment, waiver, consent or other modification of or relating to any of the
  Credit Documents, including, without limitation, the reasonable fees and
  disbursements of counsel to the Administrative Agent.

  (c)        The
  Borrowers agree to pay (or reimburse the Administrative Agent, the Lenders and
  their Affiliates for) all reasonable out-of-pocket costs and expenses of the
  Administrative Agent, the Lenders and their Affiliates in connection with the
  enforcement of any of the Credit Documents or the other documents and
  instruments referred to therein, including, without limitation, the reasonable
  fees and disbursements of counsel to the Administrative Agent.  

  (d)       
  Without limitation of the preceding Section 12.1(c), in the event of the
  bankruptcy, insolvency, rehabilitation or other similar proceeding in respect
  of the Borrower or any of its Subsidiaries, the Borrowers agree to pay all
  costs of collection and defense, including reasonable attorneys' fees in
  connection therewith and in connection with any appellate proceeding or
  post-judgment action involved therein, which shall be due and payable together
  with all required service or use taxes.

  (e)        The
  Borrowers agree to pay and hold the Administrative Agent and each of the
  Lenders harmless from and against any and all present and future stamp and
  other similar taxes with respect to the foregoing matters and save the
  Administrative Agent and each of the Lenders harmless from and against any and
  all liabilities with respect to or resulting from any delay or omission (other
  than to the extent attributable to any such indemnified person) to pay such
  taxes.

  (f)         The
  Borrowers agree to indemnify the Administrative Agent, each Lender, and their
  respective Related Parties (collectively, the "Indemnitees") from and hold
  each of them harmless against any and all losses, liabilities, claims, damages
  or expenses reasonably incurred by any of them as a result of, or arising out
  of, or in any way related to, or by reason of

  (i)        
  any investigation, litigation or other proceeding (whether or not any Lender
  is a party thereto) related to the entering into and/or performance of any
  Credit Document or the use of the proceeds of any Loans hereunder or the
  consummation of any transactions contemplated in any Credit Document, or

  (ii)       
  the actual or alleged presence of Hazardous Materials in the air, surface
  water or groundwater or on the surface or subsurface of any Real Property
  owned, leased or at any time operated by any Borrower or any of its
  Subsidiaries, the release, generation, storage, transportation, handling or
  disposal of Hazardous Materials at any location, whether or not owned or
  operated by any Borrower or any of its Subsidiaries, if such Borrower or any
  such Subsidiary could have or is alleged to have any responsibility in respect
  thereof, the non-compliance of any such Real Property with foreign, federal,
  state and local laws, regulations and ordinances (including applicable permits
  thereunder) applicable thereto, or any Environmental Claim asserted against
  such Borrower or any of its Subsidiaries, in respect of any such Real
  Property, including, in each case, without limitation, the reasonable fees and
  disbursements of counsel incurred in connection with any such investigation,
  litigation or other proceeding (but excluding any such losses, liabilities,
  claims, damages or expenses to the extent incurred by reason of the gross
  negligence or willful misconduct of the person to be indemnified or of any
  other Indemnitee who is such person or an Affiliate of such person). To the
  extent that the undertaking to indemnify, pay or hold harmless any person set
  forth in the preceding sentence may be unenforceable because it is violative
  of any law or public policy, the Borrowers shall make the maximum contribution
  to the payment and satisfaction of each of the indemnified liabilities that is
  permissible under applicable law.

  12.2     Right of Setoff.  In
  addition to any rights now or hereafter granted under applicable law or
  otherwise, and not by way of limitation of any such rights, upon the
  occurrence and during the continuance of an Event of Default, each Lender is
  hereby authorized at any time or from time to time, without presentment,
  demand, protest or other notice of any kind to the Borrowers or to any other
  person, any such notice being hereby expressly waived, to set off and to
  appropriate and apply any and all deposits (general or special) and any other
  Indebtedness at any time held or owing by such Lender (including, without
  limitation, by branches, agencies and Affiliates of such Lender wherever
  located) to or for the credit or the account of any Borrower against and on
  account of the Obligations and liabilities of the Borrowers to such Lender
  under this Agreement or under any of the other Credit Documents, and all other
  claims of any nature or description arising out of or connected with this
  Agreement or any other Credit Document, irrespective of whether or not such
  Lender shall have made any demand hereunder and although said Obligations,
  liabilities or claims, or any of them, shall be contingent or unmatured.  

  12.3     Notices.  

  (a)       
  Generally.  Except in the case of notices and other communications expressly
  permitted to be given by telephone (and except as provided in subparagraph (c)
  below), all notices and other communications provided for herein shall be in
  writing and shall be delivered by hand or overnight courier service, mailed by
  certified or registered mail or sent by telecopier as follows:

  (i)         if
  to the Borrowers, at 3556 Lakeshore Road, Buffalo, New York  14219, Attention:
  Chief Financial Officer (Telecopier No. (716) 826-1589; Telephone No. (716)
  826-6500);

  (ii)        if
  to any Credit Party other than the Borrower, to it c/o of Gibraltar
  Industries, Inc., 3556 Lakeshore Road, Buffalo, New York  14219, Attention:
  Chief Financial Officer (Telecopier No. (716) 826-1589; Telephone No. (716)
  826-6500);

  (iii)       if
  to the Administrative Agent, to KeyBank National Association at KeyCenter, 127
  Public Square, Cleveland, Ohio 44114, Attention: Laurie A. Landes (Telecopier
  No. (216) 689-0412; Telephone No.(216) 689-5926; email: laurie_a_landes@keybank.com,
  cc:  lisa_borders-lathan@keybank.com; and

  (iv)       if
  to a Lender, to it at its address (or telecopier number) set forth on Schedule
  1 hereto or, in the case of any Lender that becomes a party to this Agreement
  by way of assignment under Section 12.4 of this Agreement, to it at the
  address set forth in the Assignment Agreement to which it is a party;

  (b)       
  Receipt of Notices.  Notices and communications sent by hand or overnight
  courier service, or mailed by certified or registered mail, shall be deemed to
  have been given when received; notices sent by telecopier shall be deemed to
  have been given when sent and receipt has been confirmed by telephone. 
  Notices delivered through electronic communications to the extent provided in
  subparagraph (c) below, shall be effective as provided in said subparagraph
  (c).

  (c)       
  Electronic Communications.  Notices and other communications to the
  Administrative Agent, a Letter of Credit Issuer or any Lender hereunder and
  required to be delivered pursuant to Sections 8.1(a),(b),(c),(g),(h) and (j)
  may be delivered or furnished by electronic communication (including e-mail
  and Internet or intranet websites) pursuant to procedures approved by the
  Administrative Agent.  The Administrative Agent or the Borrowers may, in their
  discretion, agree to accept notices and other communications to it hereunder
  by electronic communications pursuant to procedures approved by it, provided
  that approval of such procedures may be limited to particular notices or
  communications.  Unless the Administrative Agent otherwise prescribes, (i)
  notices and other communications sent to an e-mail address shall be deemed
  received upon the sender's receipt of an acknowledgement from the intended
  recipient (such as by the "return receipt requested" function, as available,
  return e-mail or other written acknowledgement), provided that if such notice
  or other communication is not sent during the normal business hours of the
  recipient, such notice or communication shall be deemed to have been sent at
  the opening of business on the next business day for the recipient, and (ii)
  notices or communications posted to an Internet or intranet website shall be
  deemed received upon the deemed receipt by the intended recipient at its
  e-mail address as described in the foregoing clause (i) of notification that
  such notice or communication is available and identifying the website address
  therefor.

  (d)       
  Change of Address, Etc.  Any party hereto may change its address or telecopier
  number for notices and other communications hereunder by notice to each of the
  other parties hereto.

  12.4     Benefit of Agreement. 
  

  (a)       
  Successors and Assigns Generally.  This Agreement shall be binding upon and
  inure to the benefit of and be enforceable by the parties hereto and their
  respective successors and assigns, provided that the Borrowers may not assign
  or transfer any of its rights or obligations hereunder without the prior
  written consent of all the Lenders (other than any Defaulting Lender), and,
  provided, further, that any assignment by a Lender of its rights and
  obligations hereunder shall be effected in accordance with Section 12.4(c).

  (b)       
  Participations.  Notwithstanding the foregoing, each Lender may at any time
  grant participations in any of its rights hereunder or under any of the Notes
  to any person (other than a natural person or any Borrower or any of its
  Affiliates), provided that in the case of any such participation,

  (i)        
  the participant shall not have any rights under this Agreement or any of the
  other Credit Documents, including rights of consent, approval or waiver (the
  participant's rights against such Lender in respect of such participation to
  be those set forth in the agreement executed by such Lender in favor of the
  participant relating thereto),

  (ii)       
  such Lender's obligations under this Agreement (including, without limitation,
  its Commitment hereunder) shall remain unchanged,

  (iii)      
  such Lender shall remain solely responsible to the other parties hereto for
  the performance of such obligations,

  (iv)      
  such Lender shall remain the holder of any Note for all purposes of this
  Agreement, and

  (v)        the
  Borrower, the Administrative Agent, and the other Lenders shall continue to
  deal solely and directly with the selling Lender in connection with such
  Lender's rights and obligations under this Agreement, and all amounts payable
  by the Borrowers hereunder shall be determined as if such Lender had not sold
  such participation, except that the participant shall be entitled to the
  benefits of Sections 2.6 and 2.7 of this Agreement to the extent that such
  Lender would be entitled to such benefits if the participation had not been
  entered into or sold,

  and, provided further, that no
  Lender shall transfer, grant or sell any participation under which the
  participant shall have rights to approve any amendment to or waiver of this
  Agreement or any other Credit Document except to the extent such amendment or
  waiver would (w) extend the final scheduled maturity of the Loans in which
  such participant is participating, or reduce the rate or extend the time of
  payment of interest or Fees thereon (except in connection with a waiver of the
  applicability of any post-default increase in interest rates), or reduce the
  principal amount thereof, or increase such participant's participating
  interest in any Commitment over the amount thereof then in effect (it being
  understood that a waiver of any Default or Event of Default shall not
  constitute a change in the terms of any such Commitment), (x) release all or
  any substantial portion of the Collateral, or release any guarantor from its
  guaranty of any of the Obligations, except strictly in accordance with the
  terms of the Credit Documents, or (y) consent to the assignment or transfer by
  the Borrower of any of its rights and obligations under this Agreement.

  (c)       
  Assignments by Lenders.  Any Lender may assign all, or if less than all, a
  fixed portion, of its Loans and/or Commitment and its rights and obligations
  hereunder to one or more Eligible Assignees (so long as after giving effect to
  each such assignment, such Eligible Assignee's Commitment shall not be less
  than $5,000,000), each of which shall become a party to this Agreement as a
  Lender by execution of an Assignment Agreement, provided that

  (i)        
  except in the case (x) of an assignment of the entire remaining amount of the
  assigning Lender's Loans and/or Commitment or (y) an assignment to another
  Lender, an Affiliate of such Lender or an Approved Fund with respect to such
  Lender, the aggregate amount of the Commitment (which for this purpose
  includes the Loans outstanding thereunder), shall not be less than $5,000,000,

  (ii)        in
  the case of any assignment to an Eligible Assignee at the time of any such
  assignment the Lender Register shall be deemed modified to reflect the
  Commitments of such new Lender and of the existing Lenders,

  (iii)      
  upon surrender of the old Notes, if any, upon request of the new Lender, new
  Notes will be issued, at the Borrowers' expense, to such new Lender and to the
  assigning Lender, such new Notes to be in conformity with the requirements of
  Section 2.4(d) (with appropriate modifications) to the extent needed to
  reflect the revised Commitments,

  (iv)      
  unless waived by the Administrative Agent, the Administrative Agent shall
  receive at the time of each such assignment, from the assigning or assignee
  Lender, the payment of a non-refundable assignment fee of $3,500,

  and, provided further, that
  such transfer or assignment will not be effective until the Assignment
  Agreement in respect thereof is recorded by the Administrative Agent on the
  Lender Register maintained by it as provided herein.

  To the extent
  of any assignment pursuant to this Section 12.4(c) the assigning Lender shall
  be relieved of its obligations hereunder with respect to its assigned
  Commitments.

  At the time of
  each assignment pursuant to this Section 12.4(c) to a person that is not
  already a Lender hereunder and that is not a United States person (as such
  term is defined in Section 7701(a)(30) of the Code) for Federal income tax
  purposes, the respective assignee Lender shall provide to the Borrower and the
  Administrative Agent the appropriate Internal Revenue Service Forms (and, if
  applicable an Exemption Certificate) described in Section 5.4(b).  To the
  extent that an assignment of all or any portion of a Lender's Commitment and
  related outstanding Obligations pursuant to this Section 12.4(c) would, at the
  time of such assignment, result in increased costs under Section 2.6 from
  those being charged by the respective assigning Lender prior to such
  assignment, then the Borrowers shall not be obligated to pay such increased
  costs (although the Borrowers shall be obligated to pay any other increased
  costs of the type described above resulting from changes after the date of the
  respective assignment).

  Nothing in this
  Section 12.4(c) shall prevent or prohibit (i) any Lender that is a bank, trust
  company or other financial institution from pledging its Notes or Loans to a
  Federal Reserve Bank in support of borrowings made by such Lender from such
  Federal Reserve Bank, or (ii) any Lender that is a trust, limited liability
  company, partnership or other investment company from pledging its Notes or
  Loans to a trustee or agent for the benefit of holders of certificates or debt
  securities issued by it. No such pledge, or any assignment pursuant to or in
  lieu of an enforcement of such a pledge, shall relieve the transferor Lender
  from its obligations hereunder.

  (d)        No
  SEC Registration or Blue Sky Compliance.  Notwithstanding any other provisions
  of this Section 12.4, no transfer or assignment of the interests or
  obligations of any Lender hereunder or any grant of participation therein
  shall be permitted if such transfer, assignment or grant would require the
  Borrower to file a registration statement with the SEC or to qualify the Loans
  under the "Blue Sky" laws of any State.

  (e)       
  Representations of Lenders.  Each Lender initially party to this Agreement
  hereby represents, and each person that became a Lender pursuant to an
  assignment permitted by this Section 12.4 will, upon its becoming party to
  this Agreement, represent that it is a commercial lender, other financial
  institution or other "accredited" investor (as defined in SEC Regulation D)
  that makes or acquires loans in the ordinary course of its business and that
  it will make or acquire Loans for its own account in the ordinary course of
  such business, provided that subject to the preceding Sections 12.4(b) and
  (c), the disposition of any promissory notes or other evidences of or
  interests in Indebtedness held by such Lender shall at all times be within its
  exclusive control.

  12.5     No Waiver; Remedies
  Cumulative.  No failure or delay on the part of the Administrative Agent or
  any Lender in exercising any right, power or privilege hereunder or under any
  other Credit Document and no course of dealing between the Borrowers and the
  Administrative Agent or any Lender shall operate as a waiver thereof; nor
  shall any single or partial exercise of any right, power or privilege
  hereunder or under any other Credit Document preclude any other or further
  exercise thereof or the exercise of any other right, power or privilege
  hereunder or thereunder.  No notice to or demand on the Borrowers in any case
  shall entitle the Borrowers to any other or further notice or demand in
  similar or other circumstances or constitute a waiver of the rights of the
  Administrative Agent or the Lenders to any other or further action in any
  circumstances without notice or demand.  Without limiting the generality of
  the foregoing, the making of a Loan or issuance of a Letter of Credit shall
  not be construed as a waiver of any Default or Event of Default, regardless of
  whether the Administrative Agent, any Lender or the Letter of Credit Issuer
  may have had notice or knowledge of such Default or Event of Default at the
  time.  The rights and remedies herein expressly provided are cumulative and
  not exclusive of any rights or remedies that the Administrative Agent or any
  Lender would otherwise have.

  12.6     Payments Pro Rata;
  Sharing of Setoffs, etc.  

  (a)        The
  Administrative Agent agrees that promptly after its receipt of each payment
  from or on behalf of the Borrowers in respect of any Obligations, except as
  set forth in Section 10.3, it shall distribute such payment to the Lenders
  (other than any Lender that has expressly waived in writing its right to
  receive its pro rata share thereof) pro rata based upon their
  respective shares, if any, of the Obligations with respect to which such
  payment was received. As to any such payment received by the Administrative
  Agent prior to 1:00 P.M. (local time at the Payment Office) in funds that are
  immediately available on such day, the Administrative Agent will use all
  reasonable efforts to distribute such payment in immediately available funds
  on the same day to the Lenders as aforesaid.

  (b)        Each
  of the Lenders agrees that, if it should receive any amount hereunder (whether
  by voluntary payment, by realization upon security, by the exercise of the
  right of setoff or banker's lien, by counterclaim or cross action, by the
  enforcement of any right under the Credit Documents, or otherwise) that is
  applicable to the payment of the principal of, or interest on, the Loans or
  Fees, of a sum that with respect to the related sum or sums received by other
  Lenders is in a greater proportion than the total of such Obligation then owed
  and due to such Lender bears to the total of such Obligation then owed and due
  to all of the Lenders immediately prior to such receipt, then such Lender
  receiving such excess payment shall purchase for cash without recourse or
  warranty from the other Lenders an interest in the Obligations to such Lenders
  in such amount as shall result in a proportional participation by all of the
  Lenders in such amount, provided that (i) if all or any portion of such excess
  amount is thereafter recovered from such Lender, such purchase shall be
  rescinded and the purchase price restored to the extent of such recovery, but
  without interest, and (ii) the provisions of this Section 12.6(b) shall not be
  construed to apply to any payment made by the Borrowers pursuant to and in
  accordance with the express terms of this Agreement, or any payment obtained
  by a Lender as consideration for the assignment of or sale of a participation
  in any of its Loans or participations in Letters of Credit to any assignee or
  participant pursuant to Section 12.4, other than to the Borrowers or any
  Subsidiary or Affiliate thereof (as to which the provisions of this Section
  12.6(b) shall apply).  The Borrowers consent to the foregoing and agree, to
  the extent they may effectively do so under applicable law, that any Lender
  acquiring a participation pursuant to the foregoing arrangements may exercise
  against the Borrowers rights of set-off and counterclaim with respect to such
  participation as fully as if such Lender were a direct creditor of the
  applicable Borrower in the amount of such participation.

  (c)       
  Notwithstanding anything to the contrary contained herein, the provisions of
  the preceding Sections 12.6(a) and (b) shall be subject to the express
  provisions of this Agreement that require, or permit, differing payments to be
  made to Lenders that are not Defaulting Lenders, as opposed to Defaulting
  Lenders.

  (d)        If
  any Lender shall fail to make any payment required to be made by it to the
  Administrative Agent pursuant to Section 2.3(b), 2.8 or 3.4(c), then the
  Administrative Agent may, in its discretion (notwithstanding any contrary
  provision of this Agreement), apply any amounts thereafter received by the
  Administrative Agent for the account of such Lender to satisfy such Lender's
  obligations to the Administrative Agent under such Sections until all such
  unsatisfied obligations are fully paid.

  12.7     Appointment of Borrower
  Representative.

  (a)        Each
  Borrower hereby designates Gibraltar Industries, Inc. as the Borrower's
  Representative to act on behalf of such Borrower as a representative and agent
  to obtain Loans and Swingline Loans and execute and deliver documents
  hereunder, the proceeds of which Loans shall be available to each Borrower for
  the same uses as set forth in Section 7.6 hereof.  As the disclosed  principal
  for its agent, each Borrower shall be obligated to each Lender and Swingline
  Lender, as applicable, on account of Loans and Swingline Loans as if made
  directly by such Lender or Swingline Lender to that Borrower, notwithstanding
  the manner by which such loans and advances are recorded on the books and
  records of Borrower Representative and of any other Borrower.

  (b)        The
  proceeds of each Loan and Swingline Loan shall be deposited by the
  Administrative Agent or Swingline Lender, as applicable, in the respective
  accounts of the Borrower as indicated by the Borrower Representative.  Neither
  the Administrative Agent nor any other Lender or Swingline Lender shall have
  any obligation as to the application of such proceeds.

  12.8     Governing Law;
  Submission to Jurisdiction; Venue; Waiver of Jury Trial.

  (a)        THIS
  AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
  PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
  GOVERNED BY THE LAW OF THE STATE OF NEW YORK. TO THE FULLEST EXTENT PERMITTED
  BY LAW, THE BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM
  TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK
  GOVERNS THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS.  Any legal action
  or proceeding with respect to this Agreement or any other Credit Document may
  be brought in the Supreme Court of the State of New York in Erie County, or of
  the United States for the Western District of New York, and, by execution and
  delivery of this Agreement, the Borrower hereby irrevocably accepts for itself
  and in respect of its property, generally and unconditionally, the
  jurisdiction of the aforesaid courts.  The Borrowers hereby further
  irrevocably consent to the service of process out of any of the aforementioned
  courts in any such action or proceeding by the mailing of copies thereof by
  registered or certified mail, postage prepaid, to the Borrower Representative
  at the address for notices pursuant to Section 12.3.  Nothing herein shall
  affect the right of the Administrative Agent or any Lender to serve process in
  any other manner permitted by law or to commence legal proceedings or
  otherwise proceed against the Borrowers in any other jurisdiction.

  (b)        The
  Borrowers hereby irrevocably waive any objection that they may now or
  hereafter have to the laying of venue of any of the aforesaid actions or
  proceedings arising out of or in connection with this Agreement or any other
  Credit Document brought in the courts referred to in Section 12.7(a) above and
  hereby further irrevocably waives and agrees not to plead or claim in any such
  court that any such action or proceeding brought in any such court has been
  brought in an inconvenient forum.

  (c)        EACH
  OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A
  TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
  RELATING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS (INCLUDING,
  WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO
  ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
  EACH PARTY HERETO HEREBY (A) 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
  FOREGOING WAIVER, AND (B) 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 PARAGRAPH.

  12.9     Counterparts.  This
  Agreement may be executed in any number of counterparts and by the different
  parties hereto on separate counterparts, each of which when so executed and
  delivered shall be an original, but all of which shall together constitute one
  and the same agreement.  A set of counterparts executed by all the parties
  hereto shall be lodged with the Borrower Representative and the Administrative
  Agent.

  12.10   Integration.  This
  Agreement, the other Credit Documents and any separate letter agreements with
  respect to fees payable to the Administrative Agent, for its own account and
  benefit and/or for the account, benefit of, and distribution to, the Lenders,
  constitute the entire contract among the parties relating to the subject
  matter hereof and thereof and supersede any and all previous agreements and
  understandings, oral or written, relating to the subject matter hereof or
  thereof.

  12.11   Headings Descriptive. 
  The headings of the several Sections and other portions of this Agreement are
  inserted for convenience only and shall not in any way affect the meaning or
  construction of any provision of this Agreement.

  12.12   Amendment or Waiver. 
  

  (a)       
  Neither this Agreement nor any other Credit Document, nor any terms hereof or
  thereof, may be amended, changed, waived or otherwise modified unless such
  amendment, change, waiver or other modification is in writing and signed by
  the Borrower Representative and the Administrative Agent (with the written
  consent of the Required Lenders), provided that:

  (i)         no
  change in, or waiver or other modification otherwise affecting, the amount or
  time of any scheduled reduction in the Total Commitment provided for in
  Section 4.3(a) to which a Lender shall be entitled, shall be made without the
  written consent of each Lender;

  (ii)        no
  change, waiver or other modification shall:

  (A)      
  increase the Commitment of any Lender hereunder, without the written consent
  of such Lender;

  (B)      
  extend or postpone the Facility Termination Date or the maturity date provided
  for herein that is applicable to any Loan of any Lender, extend or postpone
  the expiration date of any Letter of Credit as to which such Lender is a
  Participant pursuant to Section 3.4 beyond the latest expiration date for a
  Letter of Credit provided for herein, or extend or postpone any scheduled
  expiration or termination date provided for herein that is applicable to a
  Commitment of any Lender, without the written consent of such Lender;

  (C)      
  reduce the principal amount of any Loan made by any Lender, or reduce the rate
  or extend the time of payment of, or excuse the payment of, interest thereon
  (other than as a result of waiving the applicability of any post-default
  increase in interest rates), without the written consent of such Lender;

  (D)      
  reduce the amount of any Unpaid Drawing as to which any Lender is a
  Participant as provided in Section 3.4, or reduce the rate or extend the time
  of payment of, or excuse the payment of, interest thereon (other than as a
  result of waiving the applicability of any post-default increase in interest
  rates), without the written consent of such Lender;

  (E)      
  reduce the rate or extend the time of payment of, or excuse the payment of,
  any Fees to which any Lender is entitled hereunder, without the written
  consent of such Lender; or

  (F)      
  increase the Total Commitment (except as provided in Section 4.4); and

  (iii)      
  changes, waivers or other modifications or terminations in connection with
  distributions or sales permitted pursuant to Section 9.2(c) and which release
  Collateral having an aggregate value in any of the Borrowers' fiscal years not
  in excess of five percent (5%) of the Borrowers' Consolidated Net Worth may be
  approved by the Administrative Agent without the consent of any other Lenders,

  (iv)       no
  change, waiver or other modification or termination shall, without the written
  consent of each Lender (other than a Defaulting Lender) affected thereby,

  (A)      
  release any Borrower from any obligations as a guarantor of its Subsidiaries'
  obligations under any Credit Document;

  (B)      
  release any Credit Party from the Subsidiary Guaranty, except in accordance
  with a transaction permitted under this Agreement;

  (C)      
  amend, modify or waive any provision of this Section 12.12, Section 10.3, or
  Section 12.7 hereof, or any other provision of any of the Credit Documents
  pursuant to which the consent or approval of all Lenders, or a number or
  specified percentage or other required grouping of Lenders or Lenders having
  Commitments, is by the terms of such provision explicitly required;

  (D)      
  reduce the percentage specified in, or otherwise modify, the definition of
  Required Lenders; or

  (E)      
  consent to the assignment or transfer by any Borrower of any of its rights and
  obligations under this Agreement.

  Any waiver, consent, amendment
  or other modification with respect to this Agreement given or made in
  accordance with this Section 12.12 shall  be effective only in the specific
  instance and for the specific purpose for which it was given or made.

  (b)        No
  provision of Section 3 or 11 may be amended without the consent of (x) any
  Letter of Credit Issuer adversely affected thereby or (y) the Administrative
  Agent, respectively.

  (c)        To
  the extent the Required Lenders (or all of the Lenders, or all of the Lenders
  (other than any Defaulting Lender), as applicable, as shall be required by
  this Section 12.11) waive the provisions of Section 9.2 hereof with respect to
  the sale, transfer or other disposition of any Collateral, or any Collateral
  is sold, transferred or disposed of as permitted by Section 9.2 hereof, (i)
  such Collateral shall be sold, transferred or disposed of free and clear of
  the Liens created by the respective Security Documents; (ii) if such
  Collateral includes all of the capital stock of a Subsidiary that is a party
  to the Subsidiary Guaranty or whose stock is pledged pursuant to the Pledge
  Agreement, such capital stock shall be released from the Pledge Agreement and
  such Subsidiary shall be released from the Subsidiary Guaranty; and (iii) the
  Administrative Agent shall be authorized to take actions deemed appropriate by
  them in order to effectuate the foregoing.

  12.13   Survival of
  Indemnities.  All indemnities set forth herein including, without limitation,
  in Section 2.6, 2.7, 3.5, 5.4, 11.7 or 12.1 shall survive the execution and
  delivery of this Agreement and the making and repayment of Loans.

  12.14   Domicile of Loans.  Each
  Lender may transfer and carry its Loans at, to or for the account of any
  branch office, subsidiary or affiliate of such Lender, provided that the
  Borrower shall not be responsible for costs arising under Section 2.6
  resulting from any such transfer to the extent not otherwise applicable to
  such Lender prior to such transfer.

  12.15   Lender Register.  The
  Borrowers hereby designate the Administrative Agent to serve as its agent,
  solely for purposes of this Section 12.15, to maintain a register (the "Lender
  Register") on or in which it will record the names and addresses of the
  Lenders, and the Commitments from time to time of each of the Lenders, the
  Loans made to the Borrowers by each of the Lenders and each repayment and
  prepayment in respect of the principal amount of such Loans of each such
  Lender.  Failure to make any such recordation, or (absent manifest error) any
  error in such recordation, shall not affect the Borrowers' obligations in
  respect of such Loans.  With respect to any Lender, the transfer of the
  Commitment of such Lender and the rights to the principal of, and interest on,
  any Loan made pursuant to such Commitment shall not be effective until such
  transfer is recorded on the Lender Register maintained by the Administrative
  Agent with respect to ownership of such Commitment and Loans and prior to such
  recordation all amounts owing to the transferor with respect to such
  Commitment and Loans shall remain owing to the transferor.  The registration
  of assignment or transfer of all or part of any Commitments and Loans shall be
  recorded by the Administrative Agent on the Lender Register only upon the
  acceptance by the Administrative Agent of a properly executed and delivered
  Assignment Agreement pursuant to Section 12.4(c).  The Borrowers agree to
  indemnify the Administrative Agent from and against any and all losses,
  claims, damages and liabilities of whatsoever nature that may be imposed on,
  asserted against or incurred by the Administrative Agent in performing its
  duties under this Section 12.15, except for losses, claims, damages and
  liabilities arising from the Agent's gross negligence or willful misconduct.
  The Lender Register shall be available for inspection by the Borrowers or any
  Lender at any reasonable time and from time to time upon reasonable prior
  notice.

  12.16   Limitations on Liability
  of the Letter of Credit Issuers.  The Borrowers assume all risks of the acts
  or omissions of any beneficiary or transferee of any Letter of Credit with
  respect to its use of such Letters of Credit.  Neither any Letter of Credit
  Issuer nor any of its officers or directors shall be liable or responsible
  for: (a) the use that may be made of any Letter of Credit or any acts or
  omissions of any beneficiary or transferee in connection therewith; (b) the
  validity, sufficiency or genuineness of documents, or of any endorsement
  thereon, even if such documents should prove to be in any or all respects
  invalid, insufficient, fraudulent or forged; (c) payment by a Letter of Credit
  Issuer against presentation of documents that do not comply with the terms of
  a Letter of Credit, including failure of any documents to bear any reference
  or adequate reference to such Letter of Credit; or (d) any other circumstances
  whatsoever in making or failing to make payment under any Letter of Credit. 
  In furtherance and not in limitation of the foregoing, a Letter of Credit
  Issuer may accept documents that appear on their face to be in order, without
  responsibility for further investigation.

  12.17   General Limitation of
  Liability.  No claim may be made by the Borrowers, any Lender, the
  Administrative Agent, any Letter of Credit Issuer or any other person against
  the Administrative Agent, any Letter of Credit Issuer, or any other Lender or
  the Affiliates, directors, officers, employees, attorneys or agents of any of
  them for any damages other than actual compensatory damages in respect of any
  claim for breach of contract or any other theory of liability arising out of
  or related to the transactions contemplated by this Agreement or any of the
  other Credit Documents, or any act, omission or event occurring in connection
  therewith; and each of the Borrowers, each Lender, the Administrative Agent
  and each Letter of Credit Issuer hereby, to the fullest extent permitted under
  applicable law, waives, releases and agrees not to sue or counterclaim upon
  any such claim for any special, consequential or punitive damages, whether or
  not accrued and whether or not known or suspected to exist in its favor.

  12.18   No Duty.  All attorneys,
  accountants, appraisers, consultants and other professional persons (including
  the firms or other entities on behalf of which any such person may act)
  retained by the Administrative Agent or any Lender with respect to the
  transactions contemplated by the Credit Documents shall have the right to act
  exclusively in the interest of the Administrative Agent or such Lender, as the
  case may be, and shall have no duty of disclosure, duty of loyalty, duty of
  care, or other duty or obligation of any type or nature whatsoever to the
  Borrowers, to any of their Subsidiaries, or to any other person, with respect
  to any matters within the scope of such representation or related to their
  activities in connection with such representation.  The Borrowers agree, on
  behalf of themselves and their Subsidiaries, not to assert any claim or
  counterclaim against any such persons with regard to such matters, all such
  claims and counterclaims, now existing or hereafter arising, whether known or
  unknown, foreseen or unforeseeable, being hereby waived, released and forever
  discharged.

  12.19   Lenders and Agent Not
  Fiduciary to Borrower, etc.  The relationship among the Borrowers and their
  Subsidiaries, on the one hand, and the Administrative Agent, each Letter of
  Credit Issuer and the Lenders, on the other hand, is solely that of debtor and
  creditor, and the Administrative Agent, each Letter of Credit Issuer and the
  Lenders have no fiduciary or other special relationship with any Borrower and
  its Subsidiaries, and no term or provision of any Credit Document, no course
  of dealing, no written or oral communication, or other action, shall be
  construed so as to deem such relationship to be other than that of debtor and
  creditor.

  12.20   Survival of
  Representations and Warranties.  All representations and warranties herein
  shall survive the making of Loans and the issuance of Letters of Credit
  hereunder, the execution and delivery of this Agreement, the Notes and the
  other documents the forms of which are attached as Exhibits hereto, the issue
  and delivery of the Notes, any disposition thereof by any holder thereof, and
  any investigation made by the Administrative Agent or any Lender or any other
  holder of any of the Notes or on its behalf.  All statements contained in any
  certificate or other document delivered to the Administrative Agent or any
  Lender or any holder of any Notes by or on behalf of the Borrowers or of their
  Subsidiaries pursuant hereto or otherwise specifically for use in connection
  with the transactions contemplated hereby shall constitute representations and
  warranties by the Borrowers hereunder, made as of the respective dates
  specified therein or, if no date is specified, as of the respective dates
  furnished to the Administrative Agent or any Lender.

  12.21   Severability.  Any
  provision of this Agreement held to be invalid, illegal or unenforceable in
  any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
  of such invalidity, illegality or unenforceability without affecting the
  validity, legality and enforceability of the remaining provisions hereof; and
  the invalidity of a particular provision in a particular jurisdiction shall
  not invalidate such provision in any other jurisdiction.

  12.22   Independence of
  Covenants.  All covenants hereunder shall be given independent effect so that
  if a particular action, event, condition or circumstance is not permitted by
  any of such covenants, the fact that it would be permitted by an exception to,
  or would otherwise be within the limitations or restrictions of, another
  covenant, shall not avoid the occurrence of a Default or an Event of Default
  if such action is taken or event, condition or circumstance exists.

  12.23   Interest Rate
  Limitation.  Notwithstanding anything herein to the contrary, if at any time
  the interest rate applicable to any Loan, together with all fees, charges and
  other amounts that are treated as interest on such Loan under applicable law
  (collectively the "Charges"), shall exceed the maximum lawful rate (the
  "Maximum Rate") that may be contracted for, charged, taken, received or
  reserved by the Lender holding such Loan in accordance with applicable law,
  the rate of interest payable in respect of such Loan hereunder, together with
  all Charges payable in respect thereof, shall be limited to the Maximum Rate
  and, to the extent lawful, the interest and Charges that would have been
  payable in respect of such Loan but were not payable as a result of the
  operation of this Section shall be cumulated and the interest and Charges
  payable to such Lender in respect of other Loans or periods shall be increased
  (but not above the Maximum Rate therefor) until such cumulated amount,
  together with interest thereon at the Base Rate to the date of repayment,
  shall have been received by such Lender.

  12.24   USA Patriot Act.  Each
  Lender subject to the USA Patriot Act hereby notifies the Borrower that
  pursuant to the requirements of the USA Patriot Act, it is required to obtain,
  verify and record information that identifies the Borrower, which information
  includes the name and address of the Borrower and other information that will
  allow such Lender to identify the Borrower in accordance with the USA Patriot
  Act.

  IN WITNESS WHEREOF, each of the parties hereto has caused
  a counterpart of this Agreement to be duly executed and delivered as of the
  date first above written.

   

  	
        GIBRALTAR INDUSTRIES, INC.

        
        

        By:_________________________________

        Name:_______________________________

        Title:________________________________

 

        	
        GIBRALTAR STEEL
        CORPORATION OF NEW YORK

        By:_________________________________

        Name:_______________________________

        Title:________________________________

 

        
	
      KEYBANK NATIONAL
      ASSOCIATION,

      as Lender, Administrative
      Agent, Swingline Lender, Letter of Credit Issuer, Lead Arranger and Book
      Runner

      
      By:_________________________________

      Name:_______________________________

      Title:________________________________

 

      	
      JPMORGAN CHASE BANK, N.A., as Lender, Letter of
      Credit Issuer and Syndication Agent

      
       

      
      By:_________________________________

      Name:_______________________________

      Title:________________________________

 

      
	
      HARRIS TRUST & SAVINGS BANK, as Lender and
      Co-Documentation Agent

      
      

      By:_________________________________

      Name:_______________________________

      Title:________________________________

 

      	
      HSBC BANK USA, NATIONAL ASSOCIATION, as Lender and
      Co‐Documentation Agent

      
      By:_________________________________

      Name:_______________________________

      Title:________________________________

 

      
	
      MANUFACTURERS AND TRADERS
      TRUST COMPANY, as Lender and Co‐Documentation Agent

      
      By:_________________________________

      Name:_______________________________

      Title:________________________________

 

      	
      US BANK, NATIONAL
      ASSOCIATION, as a Lender

      
      

      By:_________________________________

      Name:_______________________________

      Title:________________________________

 

      
	
      BANK OF AMERICA, as a Lender

      
      

      By:_________________________________

      Name:_______________________________

      Title:________________________________

 

      	
      NATIONAL CITY BANK OF
      PENNSYLVANIA, as  a Lender

      
      By:_________________________________

      Name:_______________________________

      Title:________________________________

 

      
	
      COMERICA BANK, as a Lender 

      
      By:_________________________________

      Name:_______________________________

      Title:________________________________

 

      	
       



   

  
  EXHIBITS

  
  AND

  
  SCHEDULES

   

  Exhibit A

  NOTE

  $                                                         
                                                                                                                                                               Buffalo, New York

                                                                                                 
                                                                                                                          As of April 1, 2005

  FOR VALUE RECEIVED, the
  undersigned, GIBRALTAR INDUSTRIES, INC. and GIBRALTAR STEEL CORPORATION OF NEW
  YORK (collectively, "Borrowers"), jointly and severally, hereby
  unconditionally promise to pay on the Facility Termination Date (as defined in
  the Credit Agreement hereinafter referred to) to the order of
  ________________________________ ("Lender"), the principal sum equal to the
  lesser of (a) $_________________ or (b) the aggregate unpaid principal amount
  of all Loans made by the Lender to the Borrowers pursuant to the Credit
  Agreement (as defined below), together with interest at the rate and on the
  terms as specified herein.  "Credit Agreement" means the Credit Agreement
  dated as of April 1, 2005 among the Borrowers, KeyBank National Association as
  Administrative Agent, Swingline Lender, Letter of Credit Issuer, Lead Arranger
  and Book Runner, JPMorgan Chase Bank, N.A. as Syndication Agent and Letter of
  Credit Issuer, Harris Trust & Savings Bank as Co-Documentation Agent, HSBC
  Bank USA, National Association as Co-Documentation Agent, Manufacturers and
  Traders Trust Company as Co-Documentation Agent and the Lenders named therein,
  as the same may be amended from time to time.  All capitalized terms used in
  this Note and not otherwise defined shall have the meanings set forth in the
  Credit Agreement.

  This Note shall bear interest at
  the rates and on the dates determined in accordance with Sections 2.2 and 2.5
  of the Credit Agreement.

  Payments of both principal and
  interest are to be made in lawful money of the United States of America in
  immediately available funds at the Payment Office.

  The Lender is authorized to
  inscribe on the schedule attached hereto and constituting a part hereof and
  any continuation thereof ("Schedule"), the date of the making of each Loan or
  conversion of any portion of this Note to a Base Rate Loan or a Eurodollar
  Loan, the date of the continuation of any Eurodollar Loan, the amount of each
  Loan, its character as a Base Rate Loan or a Eurodollar Loan, the dates on
  which each Interest Period shall begin and end, each payment of principal and
  the aggregate unpaid balance of this Note.  Each entry on the Schedule shall
  be prima facie evidence of the facts so set forth.  No failure by the Lender
  to make, and no error by the Lender in making, any inscription on the Schedule
  shall affect the obligation of the Borrowers to repay the full principal
  amount of the Loans made by the Lender to the Borrowers or the obligation of
  the Borrowers to pay interest thereon at the agreed upon rate.  

  No failure by the Lender to
  exercise, and no delay in exercising, any right or power hereunder shall
  operate as a waiver thereof, nor shall any single or partial exercise by the
  Administrative Agent or the Lender of any right or power hereunder preclude
  any other or further exercise thereof or the exercise of any other right or
  power.  The rights and remedies of the Lender, or of the Administrative Agent
  for the benefit of the Lender, as herein specified are cumulative and not
  exclusive of any other rights or remedies, including those set forth in the
  Credit Agreement and the Subsidiary Guaranty.

  Upon the happening of one or
  more Events of Default as described in Section 10.1 of the Credit Agreement,
  this Note may be accelerated in accordance with Section 10.2 of the Credit
  Agreement.

  The Borrowers hereby waive
  diligence, presentment, protest and demand, and also notice of protest,
  demand, dishonor and nonpayment of this Note.

  This Note is one of the Notes
  referred to in the Credit Agreement, to which reference is hereby made with
  respect to prepayment and rights of acceleration of the principal hereof on
  the occurrence of certain events.

  This Note shall be construed
  under, and governed by, the laws of the State of New York, without regard to
  its conflict of laws rules which would make the laws of another jurisdiction
  applicable.

                                                                                                            GIBRALTAR
  INDUSTRIES, INC.

                                                                                                                                                              By:       
                                                                                
  

                                                                                                                                                                            Name:

                                                                                                                                                                            Title:

 

                                                                                                           GIBRALTAR
  STEEL CORPORATION OF NEW YORK

                                                                                                                                                           
  By:        
                                                                                  
  

                                                                                                                                                                           Name:

                                                                                                                                                                           Title:

  STATE OF NEW YORK        )

                                                   )SS.:

  COUNTY OF  ERIE               )

              On the _____ day of _____________, in the
  year 2005, before me, the undersigned, a notary public in and for said state,
  personally appeared _____________________, personally known to me or proved to
  me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

                                                                                                                                                        
  _____________________________________________

                                                                                                   
                                                                                     
  Notary Public

   

  STATE OF NEW YORK        )

                                                   )SS.:

  COUNTY OF  ERIE               )

              On the _____ day of _____________, in the
  year 2005, before me, the undersigned, a notary public in and for said state,
  personally appeared _____________________, personally known to me or proved to
  me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

                                                                                                                                                        
  _____________________________________________

                                                                                                   
                                                                                     
  Notary Public

   

  SCHEDULE

  LOANS

  	
      

      

      DATE LOAN
      MADE
	
      

      

      AMOUNT OF 

      LOAN

      	
      

      BASIS OF
      INTEREST RATE (BASE RATE OR EURO-DOLLAR RATE)
	
      

      

      INTEREST
      PERIOD DATES
	
      

      AMOUNT OF
      PRINCIPAL PAID OR PREPAID
	
      

      

      AGGREGATE
      UNPAID PRINCIPAL

	
       

      	
       

      	
       

      	
       

      	
       

      	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       

	
       

       
	
       

       
	
       

       
	
       

       
	
       

       
	
       

       



  
   

  Exhibit B

  NOTICE OF

  BORROWING,
  CONTINUATION OR CONVERSION

              The undersigned hereby certifies to KeyBank
  National Association, as Agent for the benefit of the Lenders in accordance
  with the terms of a Credit Agreement among the undersigned, KeyBank National
  Association, as Administrative Agent, Swingline Lender, Letter of Credit
  Issuer, Lead Arranger and Bookrunner, JPMorgan Chase Bank, N.A. as Syndication
  Agent and Letter of Credit Issuer, Harris Trust and Savings Bank, as
  Co-Documentation Agent, HSBC Bank USA, National Association, as Co
  Documentation Agent, Manufacturers and Traders Trust Company, as
  Co-Documentation Agent and the Lenders named therein, dated as of April 1,
  2005, as the same from time to time may be amended, supplemented or otherwise
  modified, that:

              The undersigned requests or has requested by
  telephone or facsimile notice a:

                          (Check One)

                                       [  ] new Borrowing

                                       [  ] conversion

                                       [  ] continuation 

                                                  of a

  

                          (Check One)

                                      [  ] Eurodollar Loan

                                      [  ] Base Rate Loan

                                      [  ]  Swingline Loan

                                                  to a

                          (Check One)

                                      [  ] Eurodollar Loan

                                      [  ] Base Rate Loan

                                      [  ]  Swingline Loan

  in the amount of $_____________ for an Interest Period,
  if applicable, of

                          (Check One)

                                      Interest Period  

                                      [  ]  one month

                                      [  ]  two months

                                      [  ]  three months

                                      [  ]  six months

  The proposed loan, conversion/continuation is to be made
  on the 1st day of April, 2005.

              WITNESS the signature of the undersigned
  authorized signatory this 31st day of March, 2005. 

  
                                                              GIBRALTAR
  INDUSTRIES, INC.

                                                  By:      
  
                                                                                     
  

                                                              Name:  
                                                                         
  

  
                                                              Title:     
                                                                          
  

   

  Exhibit C-1

  GUARANTY

  (Unlimited
  Amount)

  This Guaranty is granted by the
  undersigned and the parties which from time to time become a party hereto
  (each individually a "Guarantor" and collectively, the "Guarantors") to
  KEYBANK NATIONAL ASSOCIATION, having an office located at KeyCenter, 127
  Public Square, Cleveland, Ohio 44114 ("Business Office"), as administrative
  agent for the Lenders (as defined below) (the "Agent"). 

  Recitals.  Gibraltar Industries,
  Inc., a Delaware corporation and Gibraltar Steel Corporation of New York, a
  New York corporation (each individually a "Borrower" and collectively, the
  "Borrowers") have obtained or desire or may desire at some time and/or from
  time to time to obtain financial accommodation from the Lenders, and each
  Guarantor represents that it is financially interested in the affairs of the
  Borrowers and expects to derive advantage from each and every such
  accommodation.

  Consideration.  To induce the
  Lenders, at their option, in accordance with the Credit Agreement (as defined
  below), at any time or from time to time, to extend financial accommodation,
  with or without security, to or for the account of the Borrowers, or in
  respect of which the Borrowers may be liable in any capacity (the term
  "financial accommodation" including, without limitation, extension of loans,
  credit or accommodation, issuance or confirmation of letters of credit or
  creation of acceptances, or discount or purchase of, or loans on, accounts,
  leases, instruments, securities, documents, chattel paper and other security
  arrangements or other property, or entering into any foreign exchange,
  precious metals or other contract or agreement between the Borrowers and the
  Agent or the Lenders), the Guarantors hereby agree as follows:

  Guaranty.  The Guarantors,
  jointly and severally, absolutely and unconditionally guarantee to the Agent,
  for the benefit of the Lenders and itself as Agent, that the Borrowers will
  promptly perform and observe every agreement and condition contained in that
  certain Credit Agreement dated of even date herewith among the Borrowers and
  the Agent and the lending institutions which from time to time become a party
  thereto (individually a "Lender" and collectively the "Lenders"), and as the
  same may be amended from time to time (the "Credit Agreement") and the
  documents executed in connection therewith now or hereafter existing, arising
  directly between the Borrowers or the Guarantors and the Lenders or Agent or
  acquired outright, conditionally, as a participation or as collateral security
  from another by the Lenders or Agent, absolute or contingent, joint and/or
  several, secured or unsecured, due or not due, contractual or tortuous,
  liquidated or unliquidated, arising by operation of law or otherwise, direct
  or indirect (a "Credit Arrangement") to be performed or observed by the
  Borrowers, that all sums stated to be payable in, or which become payable
  under the Credit Agreement or any Credit Arrangement, will be promptly paid in
  full when due, whether at maturity or earlier by reason of acceleration or
  otherwise, or, if now due, when payment thereof shall be demanded by Agent,
  together with interest and any and all legal and other costs and expenses paid
  or incurred in connection therewith by Agent and/or the Lenders (collectively,
  the "Guaranteed Obligations"), and, in case of one or more extensions of time
  of payment or renewals, in whole or in part, under the Credit Agreement or of
  any Credit Arrangement or obligation, that the same will be promptly paid or
  performed when due, according to each such extension or renewal, whether at
  maturity or earlier by reason of acceleration or otherwise.  The Guarantors
  agree that, as between the Guarantors and Agent, the Guaranteed Obligations
  may be declared to be due and payable for purposes of this Guaranty
  notwithstanding any stay, injunction or other prohibition which may prevent,
  delay or vitiate any such declaration as against any Borrower and that, in the
  event of any such declaration (or attempted declaration), the Guaranteed
  Obligations (whether or not due and payable by the Borrowers) shall forthwith
  become due and payable by the Guarantors for purposes of this Guaranty.  The
  Guarantors further guarantee that all payments made by the Borrowers to Agent
  for the benefit of the Lenders or itself as Agent of any Guaranteed Obligation
  will, when made, be final and agrees that if any such payment is recovered
  from, or repaid by, Agent or any of the Lenders in whole or in part by reason
  of any bankruptcy, insolvency or similar proceeding instituted by or against
  any Borrower, this Guaranty shall continue to be fully applicable to such
  obligation to the same extent as though the payment so recovered or repaid had
  never been originally made on such obligation.  

  The Guarantors, and by their
  acceptance of this Guaranty, the Agent and each other Lender, hereby confirm
  that it is the intention of all such parties that this Guaranty not constitute
  a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the
  Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
  similar federal, state or foreign law which may be applicable to this
  Guaranty.  To effectuate the foregoing intention, the Agent, the other Lenders
  and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of
  the Guarantors under this Guaranty shall be limited to the maximum amount as
  will, after giving effect to such maximum amount and all other contingent and
  fixed liabilities of the Guarantors that are relevant under such laws, and
  after giving effect to any collections from, rights to receive contribution
  from or payments made by or on behalf of any other guarantor of the Guaranteed
  Obligations, result in the Guaranteed Obligations of the Guarantors under this
  Guaranty not constituting a fraudulent transfer or conveyance.  For purposes
  hereof, "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
  state law for the relief of debtors.  

  This is a guaranty of payment
  and performance and not a guaranty of collection only.

  This Guaranty is enforceable
  irrespective of the validity, regularity or enforceability of any instrument,
  writing or arrangement relating to the Credit Agreement or the subject of a
  Credit Arrangement or the obligations thereunder and irrespective of any
  present or future law or order of any government (whether of right or in fact
  and whether Agent shall have consented thereto) or of any agency thereof
  purporting to reduce, amend, restructure or otherwise affect any obligation of
  the Borrowers or other obligor or to vary the terms of payment.

  Consents and Waivers.  Each
  Guarantor hereby consents that from time to time, without notice to or further
  consent of such Guarantor, the performance or observance by the Borrowers
  under the Credit Agreement or of any Credit Arrangement or Guaranteed
  Obligation may be waived or the time of performance thereof extended by the
  Agent, and payment of any Guaranteed Obligation may be accelerated in
  accordance with any agreement governing the same, or may be extended, or the
  Credit Agreement or any Credit Arrangement may be renewed in whole or in part,
  or the terms of the Credit Agreement or any Credit Arrangement or any part
  thereof may be changed, including increase or decrease in the rate of interest
  thereon, or any collateral therefor may be exchanged, surrendered or otherwise
  dealt with as Agent may determine, or the Lenders may require or any co
  guarantor or any other party liable upon or in respect of any obligation may
  be released, and any of the acts mentioned in the Credit Agreement or any
  Credit Arrangement may be done, all without notice to or affecting the
  liability of the Guarantors hereunder.  Each Guarantor waives notice of
  acceptance of this Guaranty and of the creation of any Guaranteed
  Obligations.  Each Guarantors hereby waives presentment of any instrument,
  demand for payment, protest and notice of non payment or protest thereof or of
  any exchange, sale, surrender or other handling or disposition of any such
  collateral, and any requirement that Agent or the Lenders exhaust any right,
  power or remedy or proceed against the Borrowers under the Credit Agreement or
  any Credit Arrangement or against any other person under any other guaranty
  of, or security for, any of the Guaranteed Obligations.  Each Guarantor hereby
  further waives any defense whatsoever which might constitute a defense
  available to, or discharge of, any Borrower or any Guarantor, other than final
  and irrevocable payment in full of the Guaranteed Obligations.  No payment by
  the Guarantors pursuant to any provision hereunder shall entitle the
  Guarantors, by subrogation to the rights of Agent or the Lenders or otherwise,
  to any payment by the Borrowers (or out of the property of the Borrowers)
  except after payment in full of all sums (including interest, costs and
  expenses) which may be or become payable by the Borrowers to Agent, for the
  benefit of the Lenders or itself as Agent at any time or from time to time,
  unless the Guaranteed Obligations shall be paid in full.

  Continuing Guaranty;
  Termination.  This Guaranty shall be a continuing guaranty, and Agent and the
  Lenders may continue to act in reliance hereon until the receipt by Agent of
  written notice from the Guarantors not to give further financial accommodation
  in reliance hereon, provided that such notice shall not affect the
  obligations, absolute or contingent, of the Guarantors hereunder with respect
  to any such accommodation given prior to such notice.  Such notice shall be
  effective only after receipt by Agent at its Business Office, and Agent shall
  have had a reasonable time to act upon such notice at each of its offices
  extending financial accommodation to the Borrowers.

  Financial Statements.  Each
  Guarantor shall furnish to Agent financial statements of such Guarantor in
  accordance with the terms of the Credit Agreement, or as otherwise requested
  by Agent from time to time.

  Foreign Currencies.  With
  respect to each obligation (or portion thereof) hereby guaranteed that is
  payable in a foreign currency, the following provisions shall apply: the
  Guarantors shall be obligated to pay to Agent for the benefit of the Lenders
  the unpaid amount of such Guaranteed Obligation in the same foreign currency
  and place in which such Guaranteed Obligation is payable by its terms;
  provided, however, that the Guarantors may, at their option (or, if for any
  reason whatsoever the Guarantors are unable to effect payment of such unpaid
  amount as aforesaid, the Guarantors shall be obligated to) pay to Agent for
  the benefit of the Lenders at its principal office in New York City the
  equivalent of such unpaid amount in United States currency computed at KeyBank
  National Association's selling rate, most recently in effect on or prior to
  the date such Guaranteed Obligation becomes due, for cable transfers of such
  foreign currency to the place where such Guaranteed Obligation is payable.  In
  any case in which the Guarantors shall make or shall be obligated to make such
  payment in United States currency, the Guarantors shall hold Agent and the
  Lenders harmless from any loss incurred by Agent and/or the Lenders arising
  from any change in the value of United States currency in relation to such
  foreign currency between the date such Guaranteed Obligation becomes due and
  the date Agent or the Lenders is actually able, following the conversion of
  the United States currency paid by the Guarantors into such foreign currency
  and remittance of such foreign currency to the place where such Guaranteed
  Obligation is payable, to apply such foreign currency to such obligation.  The
  term "foreign currency" as used herein shall be deemed to refer to that type
  of such currency which under applicable laws and regulations may be used to
  pay and discharge such Guaranteed Obligation.

  Rights Cumulative.  The rights,
  powers and remedies granted to Agent herein shall be cumulative and in
  addition to any rights, powers and remedies to which Agent may be entitled
  either by operation of law or pursuant to any other document or instrument
  delivered or from time to time to be delivered to Agent in connection with the
  Credit Agreement or any Credit Arrangement.

  Security.  As collateral
  security for the payment of any and all obligations and liabilities of the
  Guarantors to Agent and the Lenders, now existing or hereafter arising, the
  Guarantors grant to Agent for the benefit of the Lenders and itself as Agent a
  security interest in and a lien upon and right of offset exercisable following
  the occurrence of an Event of Default under the Credit Agreement against all
  moneys, deposit balances, securities or other property or interest therein of
  the Guarantors now or at any time hereafter held or received by or for or left
  in the possession or control of Agent or the Lenders or any of their
  respective affiliates, whether for safekeeping, custody, transmission,
  collection, pledge or for any other or different purpose. 

  Representations and Warranties. 
  Each Guarantor represents and warrants that:  (a) it is duly organized and
  validly existing under the laws of the jurisdiction of its organization or
  incorporation and, if relevant under such laws, in good standing; (b) it has
  the power to execute and deliver this Guaranty and to perform its obligations
  hereunder and has taken all necessary action to authorize such execution,
  delivery and performance; (c) such execution, delivery and performance do not
  violate or conflict with any law applicable to it, any provision of its
  organizational documents, any order or judgment of any court or other agency
  of government applicable to it or any of its assets or any material
  contractual restriction binding on or materially affecting it or any of its
  assets; (d) to the best of Guarantor's knowledge, all governmental and other
  consents that are required to have been obtained by it with respect to this
  Guaranty have been obtained and are in full force and effect and all
  conditions of any such consents have been complied with; (e) its obligations
  under this Guaranty constitute its legal, valid and binding obligations,
  enforceable in accordance with its terms except to the extent that such
  enforcement may be limited by applicable bankruptcy, insolvency or other
  similar laws affecting creditors' rights generally; (f) all financial
  statements and related information furnished and to be furnished to Agent from
  time to time by the Guarantor are true and complete and fairly present the
  financial or other information stated therein as at such dates or for the
  periods covered thereby; (g) there are no actions, suits, proceedings or
  investigations pending or, to the knowledge of the Guarantor, threatened
  against or affecting the Guarantor before any court, governmental agency or
  arbitrator, which involve forfeiture of any assets of the Guarantor or which
  may materially adversely affect the financial condition, operations,
  properties or business of the Guarantor or the ability of the Guarantor to
  perform its obligation under this Guaranty; and (h) there has been no material
  adverse change in the financial condition of the Guarantor since the last such
  financial statements or information.

  Costs.  The Guarantors agree to
  reimburse Agent and Lenders on demand for all costs, expenses and charges
  (including, without limitation, reasonable fees and charges of external legal
  counsel for Agent and costs allocated by its internal legal department) in
  connection with the enforcement of this Guaranty.

  Entire Agreement, Amendment and
  Waivers.  This Guaranty constitutes the entire agreement between the
  Guarantors and Agent in respect of the subject matter hereof and may be
  amended only by a writing signed on behalf of each party and shall be
  effective only to the extent set forth in that writing.  No delay by Agent or
  the Lenders in exercising any power or right hereunder shall operate as a
  waiver thereof or of any other power or right; nor shall any single or partial
  exercise of any power or right preclude other or future exercise thereof, or
  the exercise of any other power or right hereunder.  No waiver shall be deemed
  to be made by Agent of any of its rights hereunder unless the same shall be in
  writing signed on behalf of Agent, and each waiver, if any, shall be a waiver
  only with respect to the specific instance involved and shall in no way impair
  the rights of Agent or the Lenders or the obligations of the Guarantors to
  Agent or the Lenders in any other respect at any other time.

  As to each Guarantor who is an
  individual, this Guaranty is being signed by such Guarantor in an individual
  capacity and any descriptive terms placed after the Guarantor's name shall not
  affect the Guarantor's personal liability under this Guaranty.

  Successors.  This agreement
  shall be immediately binding upon the Guarantors and the successors of the
  Guarantors.  In accordance with the terms of the Credit Agreement, the Agent
  and the Lenders may assign this Guaranty or any of its rights and powers
  hereunder, with all or any of the obligations hereby guaranteed, and may
  assign and/or deliver to any such assignee any of the security herefor and, in
  the event of such assignment, the assignee hereof or of such rights and powers
  and of such security, if any such security be so assigned and/or delivered,
  shall have the same rights and remedies as if originally named herein in place
  of Agent and the Lenders, and Agent and the Lenders shall be thereafter fully
  discharged from all responsibility with respect to any such Security so
  assigned and/or delivered.

  Governing Law; Jurisdiction. 
  This Guaranty shall be governed by and construed in accordance with the laws
  of the State of New York.  Each Guarantor consents to the nonexclusive
  jurisdiction and venue of the state or federal courts located in such state. 
  In the event of a dispute hereunder, suit may be brought against the
  Guarantors in such courts or in any jurisdiction where any Guarantor or any
  assets of any Guarantor may be located.  Service of process by Agent in
  connection with any dispute shall be binding on the Guarantors if sent to the
  Guarantors by registered mail at the address(es) specified below or to such
  further address(es) as the Guarantors may specify to Agent in writing.

  Guarantor Waivers.  EACH
  GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE
  FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF
  ANY DISPUTE ARISING UNDER OR RELATING TO THIS GUARANTY, AND AGREES THAT ANY
  SUCH DISPUTE SHALL, AT AGENT'S OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT
  A JURY.

  IN ADDITION,  EACH GUARANTOR
  WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF
  LIMITATIONS OR ANY CLAIM OF DELAY BY AGENT AND ANY SET OFF OR COUNTERCLAIM OF
  ANY NATURE OR DESCRIPTION.

  [The remaining
  space intentionally left blank]

              IN WITNESS WHEREOF,
  the Guarantors have executed this instrument or have caused this instrument to
  be duly executed by their proper officers as of __________, 2005.

                                                                        AIR VENT INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                        APPLETON SUPPLY CO., INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  B&W HEAT TREATING CORP.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  B & W OF MICHIGAN, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  B&W LEASING, LLC

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

   

                                                                      
  BRASING CONCEPTS COMPANY

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  CAROLINA COMMERCIAL HEAT TREATING INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  CLEVELAND PICKLING, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  CONSTRUCTION METALS INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  GIBRALTAR INTERNATIONAL, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  GIBRALTAR STRIP STEEL, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  GSCNY CORP.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

  
   

                                                                      
  HARBOR METAL TREATING CO.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  HARBOR METAL TREATING OF INDIANA,INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  HI-TEMP TREATING, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  K&W METAL FABRICATORS, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

  
   

                                                                      
  PENNSYLVANIA INDUSTRIAL HEAT TREATERS, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

  
   

                                                                      
  SCM METAL PRODUCTS, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

  
   

                                                                      
  SOLAR GROUP, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  SOLAR OF MICHIGAN, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                
  SOUTHEASTER METALS MANUFACTURING COMPANY, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      
  UNITED STEEL PRODUCTS COMPANY, INC.

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

   

                                                                      WM. R. HUBBELL STEEL
  CORPORATION

  Address for notices:

                                                                                                                                                            
  By:__________________________________________

  c/o
  Gibraltar Industries, Inc.                                                                                                                      Name: 
  

  3556
  Lakeshore Road                                                                                                                                 Title:    
  

  PO Box 2028

  Buffalo, NY 
  14219-0228

  

  Telecopier No. (716) 826-1589 

  

  STATE OF NEW YORK    )

                                            
  ) ss:

  COUNTY OF ERIE           
  )

  On the ______ day of
  ____________ in the year 2005, before me, the undersigned, personally appeared
  __________________________________________, personally known to me or proved
  to me on the basis of satisfactory evidence to be the individual whose name is
  subscribed to the within instrument and acknowledged to me that he executed
  the same in his capacity, and that by his signature on the instrument, the
  individual, or the person upon behalf of which the individual acted, executed
  the instrument.

  
    
  
                                             
  ________________________________________

                                                                                                                               
  Notary Public

    

  

  
   

  Exhibit C-2

  GENERAL SECURITY
  AGREEMENT

  (Subsidiary
  Guarantors)

  The undersigned, and all other
  Subsidiary Guarantors (as defined below) which from time to time become a
  party hereto (each individually a "Debtor" and collectively, the "Debtors"),
  execute and deliver this General Security Agreement (the "Security Agreement")
  to KEYBANK NATIONAL ASSOCIATION, having an office located at KeyCenter, 127
  Public Square, Cleveland, Ohio 44114, as collateral agent for the Lenders (as
  defined below) and the Noteholders (as defined below) (the "Collateral Agent";
  the Agent, the Lenders and the Noteholders being collectively referred to
  herein as the "Secured Lender Group" and individually as a "Secured Party") in
  consideration of one or more loans, letters of credit or other financial
  accommodation made, issued or extended by the Lenders or the Noteholders to
  Gibraltar Industries, Inc., a Delaware corporation, and Gibraltar Steel
  Corporation of New York, a New York corporation (each a "Borrower" and
  collectively, the "Borrowers").  Accordingly, the Collateral Agent shall have
  the rights, remedies and benefits hereinafter set forth.

              1.         Definitions.

  (a) The term
  "Bank Liabilities" means and includes (i) any and all indebtedness,
  obligations and liabilities of the Borrowers to any of the Lenders and/or
  KeyBank National Association, as administrative agent (the "Agent") and also
  to others to the extent of their participations granted to or interests
  therein created or acquired for them by the Lenders or Agent, arising under
  that certain Credit Agreement dated even date herewith among the Borrowers,
  the Agent and the lending institutions which from time to time become a party
  thereto (individually a "Lender" and collectively, the "Lenders"), as amended,
  as the same may be further amended, modified, supplemented, restated or
  replaced from time to time (the "Bank Credit Agreement"), (ii) any and all
  indebtedness, obligations and liabilities of the Debtors to any of the Lenders
  and/or the Agent and also to others to the extent of their participations
  granted to or interests therein created or acquired by them for the Lenders or
  the Agent, and the Secured Documents (as defined below), including Hedge
  Agreements (as defined in the Bank Credit Agreement) executed in connection
  therewith and (iii) any and all indebtedness, obligations and liabilities of
  each of the Borrowers or any other Subsidiary Guarantor arising under any
  Secured Document to which it is a party, in the case of clause (i), (ii) or
  (iii) above, now or hereafter existing, arising directly between the Borrowers
  or the Debtors and the Lenders or Agent or acquired outright, conditionally,
  as a participation or as collateral security from another by the Lenders or
  Agent, absolute or contingent, joint and/or several, secured or unsecured, due
  or not due, contractual or tortious, liquidated or unliquidated, arising by
  operation of law or otherwise, direct or indirect.  

  (b)        The
  term "Collateral" means all personal property and fixtures of the Debtors,
  whether now or hereafter existing or now owned or hereafter acquired and
  wherever located, of every kind and description, tangible or intangible,
  including but not limited to, the balance of every deposit account, now or
  hereafter existing, of the Debtors with any of the Lenders or the Noteholders
  (or any subsidiary or affiliate of any Lender or Noteholder) and any other
  claim of any Debtor against any of the Lenders, the Noteholders or the
  Collateral Agent, now or hereafter existing, and all money, goods (including
  equipment, farm products, fixtures and inventory), instruments, securities,
  documents, chattel paper, accounts, contract rights, letter-of-credit rights,
  deposit accounts, investment property, general intangibles (including, without
  limitation, commercial tort claims and payment intangibles), credits, claims,
  demands, precious metals and any other property, rights and interests of the
  Debtors, and shall include the supporting obligations, proceeds, products and
  accessions of and to any thereof. 

  (c)        The
  term "Enforcement" means taking any action seeking remedies with respect to
  the Collateral, pursuing enforcement (judicial or otherwise) with respect to
  any of the Liens granted under any of the Secured Documents or filing any
  involuntary petition of bankruptcy or similar action with respect to any
  Borrower, any Debtor or any other Subsidiary Guarantor.

  (d)        The
  term "Event of Default" means (i) any Event of Default under the Bank Credit
  Agreement, or (ii) any Event of Default under the Note Purchase Agreement.

  (e)        The
  term "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).

  (f)         The
  term "Liabilities" means, collectively, the Bank Liabilities and the
  Noteholder Liabilities.

  (g)        The
  term "Noteholder Liabilities" means and shall include (i) any and all
  indebtedness, obligations and liabilities (including, without limitation, any
  Make Whole Amount (as defined in the 2002 Note Purchase Agreement)) of
  Gibraltar Steel Corporation of New York to any holder of the 7.35% Senior
  Secured Notes ("2002 Notes") of Gibraltar Industries, Inc., formerly known as
  Gibraltar Steel Corporation (the "Company") due July 3, 2007, in the aggregate
  principal amount of $25,000,000 and also to others to the extent of their
  participations granted to or interests therein created or acquired for them by
  the 2002 Noteholders arising under that certain 2002 Note Purchase Agreement
  dated as of July 3, 2002 among the Borrowers and any purchaser thereof
  (individually, a "2002 Noteholder" and collectively, the "2002 Noteholders"),
  as amended and restated pursuant to an Amended and Restated Note Purchase
  Agreement of even date herewith and as the same may be further amended,
  modified, supplemented, restated or replaced from time to time (the "2002 Note
  Purchase Agreement"), (ii) any and all indebtedness, obligations and
  liabilities (including, without limitation, any Make Whole Amount (as defined
  in the 2004 Note Purchase Agreement)) of Gibraltar Steel Corporation of New
  York to any holder of the 5.75% Senior Secured Notes ("2004 Notes") of the
  Company due June 17, 2011, in the aggregate principal amount of $75,000,000
  and also to others to the extent of their participations granted to or
  interest therein created or acquired for them by the 2004 Noteholders arising
  under that certain Note Purchase Agreement dated as of June 18, 2004 among the
  Borrowers and any purchaser thereof (individually, a "2004 Noteholder" and
  collectively, the "2004 Noteholders" and collectively with the 2002
  Noteholders, the "Noteholders"), as amended and restated pursuant to an
  Amended and Restated Note Purchase Agreement of even date herewith and as the
  same may be further amended, modified, supplemented, restated or replaced from
  time to time (the "2004 Note Purchase Agreement" and collectively with the
  2002 Note Purchase Agreement, the "Note Purchase Agreement"), (iii) any and
  all indebtedness, obligations and liabilities of the Debtors to any of the
  Noteholders and also to others to the extent of their participations granted
  to or interests therein created or acquired by them for the Noteholders, under
  any Secured Document to which it is a party, and (iv) any and all
  indebtedness, obligations and liabilities of each of the Borrowers, or any
  other Subsidiary Guarantor arising under any Secured Document to which it is a
  party, in the case of clause (i), (ii), (iii) or (iv) above, now or hereafter
  existing, arising directly between the Borrowers or the Debtors and the
  Noteholders or acquired outright, conditionally, as a participation or as
  collateral security from another by the Noteholders, absolute or contingent,
  joint and/or several, secured or unsecured, due or not due, contractual or
  tortuous, liquidated or unliquidated, arising by operation of law or
  otherwise, direct or indirect.

  (h)        The
  term "Obligor" means the Debtors, the Borrowers and any maker, drawer,
  acceptor, indorser, guarantor, surety, accommodation party or other person
  liable upon or for any of the Liabilities or Collateral.  

  (i)         The
  term "Requisite Lenders" means the Secured Parties which hold at least 50% of
  the outstanding Liabilities.

  (j)         The
  term "Secured Document" means collectively (a) this Agreement, (b) the Bank
  Credit Agreement and any document executed and delivered in connection
  therewith and (c) the 2002 Note Purchase Agreement, the 2004 Note Purchase
  Agreement or any other Related Document, as defined in either the 2002 Note
  Purchase Agreement or the 2004 Note Purchase Agreement.

  (k)        The
  term "Subsidiary Guarantors" means collectively, each Subsidiary of the
  Borrowers set forth on Schedule A attached hereto executing and delivering to
  the Agent for the benefit of the Lenders and to the Noteholders a guaranty
  dated of even date herewith guarantying the payment of the Bank Liabilities
  and the Noteholder Liabilities respectively and each other Subsidiary of the
  Borrowers which subsequent to the date hereof, executes and delivers to the
  Agent for the benefit of the Lenders and to the Noteholders, a joinder to such
  guaranty of payment of the Bank Liabilities and the Noteholder Liabilities
  respectively.

  (l)         The
  term "Uniform Commercial Code" means the Uniform Commercial Code in effect in
  the State of New York from time to time.

  (m)      
  Unless the context otherwise requires, all terms used herein which are defined
  in the Uniform Commercial Code shall have the meanings therein stated.

  2.         Grant of Security
  Interest.  As security for the payment of the Liabilities, the Debtors hereby
  grant to the Collateral Agent for the benefit of the Secured Lender Group and
  Collateral Agent a security interest in, a general lien upon and/or right of
  set off against the Collateral.

  3.         Maintenance of
  Collateral.  At any time and from time to time, each Debtor will promptly: 
  (a) deliver and pledge to the  Collateral Agent, indorsed and/or accompanied
  by such instruments of assignment and transfer in such form and substance as
  the Collateral Agent may request, any and all instruments, documents and/or
  chattel paper as the Collateral Agent may specify in its demand; (b) give,
  execute, deliver, file, authorize to file and/or record any notice, statement,
  instrument, document, agreement or other papers that may be necessary or
  desirable, or that the Collateral  Agent may reasonably request, in order to
  create, preserve, perfect, or validate any security interest granted pursuant
  hereto or to enable the Collateral Agent to exercise and enforce its rights
  hereunder or with respect to such security interest; (c) keep and stamp or
  otherwise mark any and all documents and chattel paper and its individual
  books and records relating to inventory, accounts and contract rights in such
  manner as the Collateral Agent may reasonably require; (d) permit
  representatives of the Collateral  Agent at any time upon reasonable prior
  notice to the Debtor, during normal business hours, to inspect its inventory
  and to inspect and make abstracts from the Debtor's books and records
  pertaining to inventory, accounts, contract rights, chattel paper, instruments
  and documents; (e) except as set forth in the Bank Credit Agreement and the
  Note Purchase Agreement, obtain the Collateral Agent's consent prior to any
  change of name, address, legal entity status, location of books and records or
  location of Collateral; (f) deliver to the Collateral Agent a schedule
  describing with particularly any deposit account, investment property,
  commodity account, securities account, letter of credit or letter of credit
  rights which constitutes a part of the Collateral; (g) notify the Collateral
  Agent of the particulars of the Debtor's rights under any commercial tort
  claim that have arisen; and (h) cooperate with the Collateral Agent in
  obtaining control of Collateral consisting of deposit accounts, investment
  property, letter-of-credit rights or electronic chattel paper, including, but
  not limited to entering into one or more control agreements or assignments as
  the Collateral Agent may request.  The right is expressly granted to the
  Collateral Agent, at its discretion, to notify warehousemen or any other
  persons in possession of Collateral of the  Collateral Agent's security
  interest therein and to obtain an acknowledgment thereof from such third
  person and to file one or more financing statements under the Uniform
  Commercial Code naming the Debtor as debtor and the Collateral Agent as
  secured party for the benefit of the Secured Lender Group and indicating
  therein the types or describing the items of Collateral herein specified. 
  Without the prior written consent of the Collateral Agent, except as set forth
  in the Bank Credit Agreement and the Note Purchase Agreement, the Debtor will
  not file or authorize or permit to be filed in any jurisdiction any such
  financing or like statement in which the Collateral Agent, on behalf of the
  Secured Lender Group is not named as the sole secured party.  With respect to
  the Collateral, or any part thereof, which at any time shall come into the
  possession or custody or under the control of the Collateral Agent or any of
  its agents, associates or correspondents, for any purpose, the right is
  expressly granted to the Collateral Agent, at its discretion, following the
  occurrence and during the continuation of an Event of Default, to transfer to
  or register in the name of itself or its nominee for the benefit of the
  Secured Lender Group any of the Collateral; to exchange any of the Collateral
  for other property upon any reorganization, recapitalization or other
  readjustment and in connection therewith to deposit any of the Collateral with
  any committee or depositary upon such terms as it may determine; after the
  occurrence of an Event of Default and while such Event of Default is
  continuing, to notify any account debtor or obligor on an instrument to make
  payment to the Collateral Agent for the benefit of the Secured Lender Group;
  and to enforce obligations of such account debtor or obligor; and after the
  occurrence of an Event of Default and while such Event of Default is
  continuing, to exercise or cause its nominee to exercise all or any powers
  with respect to the Collateral with same force and effect as an absolute owner
  thereof; all without notice (except such notice as may be required by
  applicable law and cannot be waived) and without liability except to account
  for property actually received by it.  Without limiting the generality of the
  foregoing, payments, distributions and/or dividends, in securities, property
  or cash, including without limitation dividends representing stock or
  liquidating dividends or a distribution or return of capital upon or in
  respect of the Collateral or any part thereof or resulting from any split up,
  revision or reclassification of the Collateral or any part thereof or received
  in exchange for the Collateral or any part thereof as a result of a merger,
  consolidation or otherwise, shall be paid directly to and retained by the
  Collateral Agent and held by it until applied as herein provided, as
  additional collateral security pledged under and subject to the terms hereof. 
  The Collateral Agent shall be deemed to have possession of any of the
  Collateral in transit to or set apart for it or any of its agents, associates,
  or correspondents.

  4.         Insurance.  The
  Debtors shall keep insured all Collateral which is tangible property in
  amounts reasonably acceptable to the Collateral Agent, with such coverage by
  such insurers and in such forms and amounts and against such risks as are
  generally consistent with industry standards and in compliance with the terms
  of the Credit Documents (as defined in the Credit Agreement), at the Debtors'
  expense, and, the policies shall name the Collateral Agent as additional
  insured and loss payee, pursuant to endorsements satisfactory to the
  Collateral Agent for the benefit of the Secured Lender Group and delivered to
  the Collateral Agent.  If the Debtors shall default in this regard, the
  Collateral Agent shall have the right to insure and charge the cost to the
  Debtors.  The Collateral Agent assumes no risk or responsibility in connection
  with the payment or nonpayment of losses, the Collateral Agent's only
  responsibility being to credit the Debtors with any insurance payment received
  on account of losses.  In the event of any default under this Security
  Agreement and so long as such default is continuing,  the Collateral Agent
  shall have power of attorney to cancel, assign or surrender any insurance
  policy or policies and to collect the return premiums due thereon and to apply
  the proceeds thereof to the Liabilities secured hereby.  The Debtors will
  immediately notify the Collateral Agent in writing of any material damage to
  or loss of any of the Collateral which is tangible property.

  5.         Collection and
  Disposition.

  (a)       
  After the occurrence and during the continuation of an Event of Default, the
  Collateral Agent at its discretion may or upon direction of the Requisite
  Lenders shall, whether any of the Liabilities be due, in its name or in the
  name of any Debtor or otherwise, demand, sue for, collect or receive any money
  or property at any time payable or receivable on account of or in exchange
  for, or make any compromise or settlement deemed desirable with respect to,
  any of the Collateral, but shall be under no obligation to do so, or the
  Collateral Agent may, or upon the direction of the Requisite Lenders shall,
  extend the time of payment, arrange for payment in installments, or otherwise
  modify the terms of, or release, any of the Collateral, without thereby
  incurring responsibility to, or discharging or otherwise affecting any
  liability of, the Debtors.  The Collateral Agent shall not be required to take
  any steps necessary to preserve any rights against prior parties to any of the
  Collateral.  After the occurrence and during the continuation of an Event of
  Default, the Collateral Agent may use or operate  any of the Collateral for
  the purpose of preserving the Collateral or its value in the manner and to the
  extent the Collateral Agent deems appropriate, and the Collateral Agent may
  render the Collateral unusable or dispose of the Collateral in a commercially
  reasonable manner.

  (b)       
  After the occurrence and during the continuation of an Event of Default, the
  Debtors shall, at the request of the Collateral Agent, assemble the Collateral
  at such place or places as the Collateral Agent designates in its request,
  and, to the extent permitted by applicable law, the Collateral Agent shall
  have the right, with or without legal process and with or without prior notice
  or demand, to take possession of the Collateral or any part thereof and to
  enter any premises for the purpose of taking possession thereof.  The
  Collateral Agent shall have the rights and remedies with respect to the
  Collateral of a secured party under the Uniform Commercial Code (whether or
  not such Code is in effect in the jurisdiction where the rights and remedies
  are asserted).

  (c)        In
  addition, with respect to the Collateral, or any part thereof, which shall
  then be or shall thereafter come into the possession or custody of the
  Collateral Agent or any of its agents, associates or correspondents after the
  occurrence and during the continuation of an Event of Default, the Collateral
  Agent may sell or cause to be sold at any location selected by it and
  reasonable under the circumstances, in one or more sales or parcels, at such
  price as the Collateral Agent may deem best, and for cash or on credit or for
  future delivery, without assumption of any credit risk, all or any of the
  Collateral, at any broker's board or at public or private sale, in any
  reasonable manner permissible under the Uniform Commercial Code (except that,
  to the extent permitted thereunder, each Debtor hereby waives the requirements
  of said Code), and the Collateral Agent or any of the Lenders or any of the
  Noteholders or anyone else may be the purchaser of any or all of the
  Collateral so sold and thereafter hold the same absolutely free from any claim
  or right of whatsoever kind, including any equity or redemption, of the
  Debtors, any such demand, notice or right and equity being hereby expressly
  waived and released.  The Collateral Agent (i) shall have no obligation to
  clean up or otherwise prepare the Collateral for sale, (ii) may comply with
  any applicable law requirements in connection with the disposition of the
  Collateral, (iii) may sell the Collateral without giving any warranties, and
  any of such actions or inaction will not be considered adversely to affect the
  commercial reasonableness of any sale of the Collateral. The Debtors will pay
  to the Collateral Agent all expenses (including reasonable attorneys' fees and
  legal expenses incurred by the Collateral Agent or any of the Lenders or
  Noteholders) of, or incidental to, the enforcement of any of the provisions
  hereof or of any of the Liabilities, or any actual or attempted sale, or any
  exchange, enforcement, collection, compromise or settlement of any of the
  Collateral.  Notwithstanding that the Collateral Agent, whether in its own
  behalf and/or on behalf of another or others, may continue to hold the
  Collateral and regardless of the value thereof, the Debtors shall be and
  remain liable for the payment in full, principal and interest, of any balance
  of the Liabilities at any time unpaid.  The Collateral Agent may exercise its
  rights with respect to the Collateral without resorting to or regard to other
  collateral or sources of reimbursement for the Liabilities.

  6.         Setoff.  After the
  occurrence and during the continuation of an Event of Default hereunder and
  the Collateral Agent shall have demanded payment thereof from the Debtors, in
  addition to all other rights and remedies, the Collateral Agent and each of
  the Lenders (including subsidiaries and each and every affiliate) and each of
  the Noteholders (including subsidiaries and each and every affiliate) is
  hereby irrevocably authorized, without prior notice to the Debtors, to set off
  any balances held for the account of or any other liability owing by any such
  Lender, Noteholder or Collateral Agent or any such subsidiary or affiliate to
  the Debtor at any of the Collateral Agent's, Lender's or Noteholders' (or such
  subsidiary's or affiliate's) offices, in dollars or any other currency,
  against any of the Liabilities as such  Lender, Noteholder or Collateral Agent
  may elect.

  7.         Enforcement With
  Respect to Collateral.

  (a)        The
  Required Lenders (as defined in the Bank Credit Agreement) or Required Holders
  (as defined in the Note Purchase Agreement) shall have the right to deliver a
  notice to the Collateral Agent to the extent an Event of Default shall have
  occurred under their respective Secured Documents.  Upon and after the
  delivery to the Collateral Agent of (i) any such notice, and (ii) the written
  direction of the Requisite Lenders to undertake Enforcement, the Collateral
  Agent shall proceed to protect and enforce rights or remedies granted
  hereunder, as so directed, either by suit in equity or by action at law, or
  both, whether for the specific performance of any covenant, agreement or other
  provision contained herein or in any other Secured Document, or to enforce any
  other legal or equitable right or remedy provided herein or therein.  The
  Collateral Agent shall give written notice to each Lender and each Noteholder
  as to any such Enforcement it may take under the Secured Documents.  Other
  than actions necessary to prevent the waste, diminution, impairment or loss of
  any Collateral which could not reasonably be taken through notice or
  instruction to the Collateral Agent, each Secured Party hereby agrees that it
  shall not take any action of Enforcement in respect of or effecting Collateral
  or claims or demands made or notices given hereunder except through the
  delivery or written instructions by the Requisite Lenders to the Collateral
  Agent.

  (b)        All
  payments received by the Collateral Agent consisting of proceeds of any
  Collateral shall be applied FIRST, to the reasonable expenses incurred by the
  Collateral Agent in connection with any or all of the retaking, holding,
  storing, preserving, processing, maintaining, advertising, preparing for or
  consummating any sale, lease or other disposition of, any Collateral,
  including trustee's fees and commissions, court costs and reasonable
  attorney's fees and legal expenses pertaining thereto, SECOND, to each Lender
  in accordance with such Lender's Share (as defined in Section 22 below) and to
  each Noteholder in accordance with such Noteholder's Share (as defined in
  Section 22 below); provided however, amounts allocable to undrawn Letters of
  Credit shall be distributed to the Contingent Collateral Account, as defined
  in Section 13, below; and THIRD, any surplus remaining after application as
  provided for herein, to the Debtors.

  8.         Waivers of Rights. 
  Except as otherwise expressly set forth herein, until the payment in full of
  the Liabilities, each Lender and each Noteholder hereby waives any and all
  rights each may individually (i.e., other than through a Collateral Agent) now
  or hereafter have to exercise any right pursuant to this Agreement or under
  the laws of any applicable jurisdiction or otherwise to dispose of or retain
  any of the Collateral.  Each of them hereby agrees not to take any action
  whatsoever to enforce any term or provision of the this Agreement or to
  enforce any right with respect to the Collateral in conflict with the
  provisions of this Agreement.  Nothing set forth above or otherwise contained
  in this Agreement shall be interpreted as a waiver of any rights of setoff (by
  contract, law or otherwise) of any Secured Party; provided that any amount
  received by such setoff shall be delivered to the Collateral Agent and
  distributed in accordance with Subsection (b) above.

  9.         Permitted Action. 
  Any Secured Party may, without instruction from the Collateral Agent, but in
  no event shall be required to, take action permitted by applicable law or in
  accordance with the terms of this Agreement or any other Secured Document to
  preserve (but not enforce or possess) its rights and Liens in any item of
  Collateral securing the payment and performance of the Liabilities, including
  but not limited to curing any default or alleged default under any contract
  entered into by any Borrower or any Debtor, paying any tax, fee or expense on
  behalf of any Borrower or any Debtor, exercising any offset or recoupment
  rights and paying insurance premiums on behalf of any Borrower or any Debtor,
  so long as such action shall not impair the rights of the Collateral Agent or
  of any Secured Party or otherwise be contrary to the terms of this Agreement.

  10.       Instruction of
  Collateral Agent/Release of Collateral.  The Collateral Agent shall not
  exercise any or all rights and remedies afforded the Collateral Agent
  hereunder unless and until such Collateral Agent shall receive written
  instructions from the Requisite Lenders, unless any Collateral threatens to
  perish or speedily decline in value, in which instance the Collateral Agent
  may (but shall not be obligated to) proceed to enforce such rights against the
  Collateral for the protection of, and in the best interests of, the applicable
  Secured Parties prior to receiving such written instruction.  The Collateral
  Agent shall not release any of the Collateral from the Lien granted hereunder
  without the prior written consent of the Requisite Lenders, except to the
  extent that the Borrowers are permitted to sell or transfer such Collateral
  under the terms of the Bank Credit Agreement and the Note Purchase Agreement.

  11.       Pari Passu.  Each
  Secured Party acknowledges and agrees that the Liabilities share the Lien and
  benefit and priority of, in and to this Agreement and the Collateral, and
  share all payments made with respect thereto, on a pari passu basis.

  12.       Further Assurances. 
  Each of the parties hereto agrees to execute and deliver all such further
  documents and instruments and to use its best efforts to take all such further
  action as may be reasonably necessary or advisable to implement and give
  effect to the transactions contemplated hereby.  Each Secured Party will from
  time to time provide such information that is available to it to the
  Collateral Agent as may be necessary to enable the Collateral Agent to make
  any calculation hereunder or otherwise required for any other purpose hereof. 
  Each Secured Party will from time to time consult with the Collateral Agent
  and any other Secured Party in good faith regarding the Enforcement of its
  rights with a view to recovering amounts due under any of the Secured
  Documents.

  13.       Cash Collateral for
  Contingent Obligations.  To the extent any proceeds are received by the
  Collateral Agent in respect of Bank Liabilities that are attributable to
  Letters of Credit and/or Hedge Agreement (as defined in the Bank Credit
  Agreement), such proceeds shall be deposited into an account held by the
  Collateral Agent (a "Contingent Collateral Account"), for distributions as set
  forth in  Section 13.  Upon the request of the Agent on behalf of the Lenders,
  the Collateral Agent shall deliver to the Agent from the Contingent Collateral
  Account, to the extent sufficient funds are held therein, the amount of any
  unpaid reimbursement obligations of the Borrowers pursuant to Section 3.3 of
  the Bank Credit Agreement, with respect to any Letter of Credit or amount due
  and owing with respect to a Hedge Agreement.  If any Letter of Credit expires,
  is reduced, is cancelled or the stated amount thereof is otherwise reduced, or
  a Hedge Agreement, is cancelled or terminates with the result that the Bank
  Liabilities are reduced, then an amount equal to the amount of such reduction
  in such Bank Liabilities shall be distributed from the Contingent Collateral
  Account by the Collateral Agent for further distribution to the other Secured
  Parties in accordance with Section 7(b) in the amounts they would have
  received had such expired, reduced or cancelled Letter of Credit or Hedge
  Agreement had not been included in the calculation of Bank Liabilities with
  respect to prior distributions.  The Collateral Agent shall from time to time
  invest amounts held in the Contingent Collateral Account as directed by the
  Agent, or, if the Agent shall have not so directed, in a money market or sweep
  account of the Collateral Agent in accordance with its investment policies for
  similar accounts.

  14.       Notices.  All notices,
  requests, demands or other communications to or upon the Debtors or the
  Collateral Agent shall be in writing and shall be deemed to be delivered upon
  receipt if delivered by hand or overnight courier or five days after mailing
  to the address (a) of the Debtors set forth below the Debtors' execution of
  this Security Agreement, (b) of the Collateral Agent as first set forth above,
  with a copy to the Noteholders at the address set forth in the Note Purchase
  Agreement or (c) of the Debtors or the Collateral Agent at such other address
  as the Debtors or the Collateral Agent shall specify to the other in writing.

  15.       Entire Agreement,
  Amendment and Waiver.  This Security Agreement constitutes the entire
  agreement between the Debtors and the Collateral Agent in respect of the
  subject matter hereof and may be amended only by a writing signed on behalf of
  each party and shall be effective only to the extent set forth in that
  writing.  No delay by the Collateral Agent or any of the Lenders or
  Noteholders in exercising any power or right hereunder shall operate as a
  waiver thereof or of any other power or right; nor shall any single or partial
  exercise of any power or right preclude other or future exercise thereof, or
  the exercise of any other power or right hereunder.

  16.       General Waivers.  Each
  Debtor hereby waives presentment, notice of dishonor and protest of the
  Secured Documents.  Each Debtor waives all demands, notices and protests of
  every kind which are not expressly required under this Security Agreement
  which are permitted by law to be waived, and which would, if not waived,
  impair the Collateral Agent's enforcement of this Security Agreement or
  release any Collateral from the Collateral Agent's security interest
  hereunder.  By way of example, but not in limitation of the Collateral Agent's
  rights under this Security Agreement, the Collateral Agent does not have to
  give the Debtors notice of any of the following:

  
  (a)         notice of acceptance of this Security Agreement;

  
  (b)         notice of loans made, credit extended, Collateral received or
  delivered;

  
  (c)         any Event of Default;

  
  (d)         any action which the Collateral Agent does or does not take
  regarding the Borrowers, the Debtors or any other person or any other
  collateral securing the Liabilities;

  
  (e)         except as otherwise provided herein, enforcement of this Security
  Agreement against the Collateral; or

  
  (f)          any other action taken in reliance on this Security Agreement.

  Each Debtor waives all rules of suretyship law and any
  other law whatsoever which is legally permitted to be waived and which would,
  if not waived, impair the Collateral Agent's enforcement of its security
  interests.  By way of example, but not in limitation of the Collateral Agent's
  rights under this Security Agreement, the Collateral Agent or the Lenders, as
  set forth in the Bank Credit Agreement or the Noteholders, as set forth in the
  Note Purchase Agreement, as the case may be, may do any of the following
  without notice to the Debtors except to the extent that notice to the Debtors
  is required under another Secured Document or in each case in which the
  agreement of the Debtors is required because any Debtor is a principal party
  to a Liability and, as a matter of contract, the agreement of the Debtors is
  required:

  
  (a)      change, renew or extend the time for repayment of all or any part of
  the Liabilities;

  
  (b)      change the rate of interest or any other provisions with respect to
  all or any part of the Liabilities;

  
  (c)      release, surrender, sell or otherwise dispose of any money or
  property which is in the Collateral Agent's possession as collateral security
  for the Liabilities;

  
  (d)      fail to perfect any security interest in any Collateral;

  
  (e)      delay or refrain from exercising any of the Collateral Agent's,
  Lenders' or Noteholders' rights;

  
  (f)       settle or compromise any and all claims pertaining to the
  Liabilities and the Collateral; and

  
  (g)      apply any money or property of the Debtors or that of any other party
  liable to the Collateral Agent for any part of the Liabilities in any order
  the Collateral Agent or the Lenders or the Noteholders, as applicable, choose.

  EACH DEBTOR HEREBY KNOWINGLY,
  VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY
  APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
  RELATING TO THIS SECURITY AGREEMENT OR ANY FACILITY DOCUMENT, AND AGREES THAT
  ANY SUCH DISPUTE SHALL, AT THE COLLATERAL AGENT'S OPTION, BE TRIED BEFORE A
  JUDGE SITTING WITHOUT A JURY.

  IN ADDITION, EACH DEBTOR WAIVES
  THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS OR
  ANY CLAIM OF DELAY BY THE COLLATERAL AGENT AND ANY SET OFF OR COUNTERCLAIM OF
  ANY NATURE OR DESCRIPTION.

  17.       Rights Cumulative. 
  The rights, powers and remedies granted to the Collateral Agent, the Lenders
  and the Noteholders herein shall be cumulative and in addition to any rights,
  powers and remedies to which the Collateral Agent, the Lenders or the
  Noteholders may be entitled either by operation of law or pursuant to any
  other document or instrument delivered or from time to time to be delivered to
  the Collateral Agent, the Lenders or the Noteholders in connection with any of
  the Liabilities.

  18.       Governing Law;
  Jurisdiction.  This Security Agreement shall be governed by and construed in
  accordance with the laws of the State of New York.  Each Debtor consents to
  the nonexclusive jurisdiction and venue of the state or federal courts located
  in such state.  In the event of a dispute hereunder, suit may be brought
  against the Debtors in such courts or in any jurisdiction where any Debtor or
  any assets of any Debtor may be located.  Service of process by the Collateral
  Agent in connection with any dispute shall be binding on the Debtors if sent
  to the Debtors by registered mail at the address(es) specified below or to
  such further address(es) as the Debtors may specify to the Collateral Agent in
  writing.

  19.       Assignment.  In
  accordance with the terms of the Bank Credit Agreement, the Lenders and the
  Agent may assign, transfer and/or deliver to any transferee of any of the Bank
  Liabilities.  In accordance with the terms of the Note Purchase Agreement, the
  Noteholders may assign, transfer and/or deliver to any transferee of any of
  the Noteholder Liabilities.  In either such case, the transferee shall be
  vested with all the powers and rights of such party hereunder with respect to
  such Collateral, but such party shall retain all rights and powers hereby
  given with respect to any of the Collateral not so assigned, transferred or
  delivered.

  20.       Waiver of Presentment,
  etc.  Each Debtor hereby waives presentment, notice of dishonor and protest of
  all instruments included in or evidencing the Liabilities or the Collateral
  and any and all other notices and demands whatsoever, whether or not relating
  to such instruments.

  21.       Miscellaneous.  The
  Debtors shall be jointly and severally liable hereunder and all provisions
  hereof regarding the Liabilities or Collateral of the Debtors shall apply to
  any Liability or any Collateral of any or all of them.  KeyBank National
  Association shall act for itself and its affiliates and the Lenders and the
  Noteholders as Collateral Agent hereunder.  This Security Agreement shall be
  binding upon the heirs, executors, administrators, assigns or successors of
  the Debtors; shall constitute a continuing agreement; and shall so continue in
  force notwithstanding any change in any partnership party hereto, whether such
  change occurs through death, retirement or otherwise.

  22.       Appointment of
  Collateral Agent.

  (a)        Each
  Noteholder and each Lender hereby appoints the Collateral Agent to act as its
  agent in connection with the administration of the Collateral.  The Collateral
  Agent shall hold all Collateral for the benefit of the Secured Lender Group. 
  The Collateral Agent may perform any of its functions and duties under this
  Agreement by or through any agents or any of its directors, officers or
  employees.  In performing any of its functions and duties under this
  Agreement, the Collateral Agent shall not be deemed to be acting as a trustee
  for, or partner of, the Lenders or the Noteholders or to have assumed any
  relationship of agency, trust or partnership with or for any Debtor.  The
  Collateral Agent may resign at any time by giving written notice thereof to
  all the Lenders, the Noteholders and the Debtors.  Upon such resignation, the
  Requisite Lenders shall have the right to appoint a successor Collateral
  Agent.  If no successor Collateral Agent shall have been so appointed by the
  Requisite Lenders,  and shall have accepted such appointment within thirty
  (30) days after the retiring Collateral Agent's giving of notice of
  resignation, then the retiring Collateral Agent may, on behalf of all the
  Secured Parties, appoint a successor Collateral Agent.  Such successor
  Collateral Agent shall thereupon succeed to and become vested with all the
  rights, powers, privileges, duties and obligations of the retiring Collateral
  Agent, and the retiring Collateral Agent shall be discharged from its duties
  and obligations thereafter under this Agreement.  The Collateral Agent shall
  continue to perform its duties hereunder until a successor Collateral Agent
  shall have been appointed and accepts such appointment in writing.  After any
  retiring Collateral Agent's resignation, the provisions of this Section 22,
  including, without limitation, the indemnity provisions of Subsection 22(i)
  hereof, shall inure to its benefit as to any actions taken or omitted to be
  taken by it while it was Collateral Agent under this Agreement.

  (b)        The
  Collateral Agent makes no representation or warranty with respect to, and
  assumes no responsibility for (a) the validity, genuineness, legality,
  enforceability, sufficiency, or due execution of this Security Agreement
  against the Debtors, (b) the existence or value of any of the Collateral, (c)
  any representations or warranties made by or on behalf of the Borrowers or the
  Debtors, (d) any obligations to be performed or observed by the Borrowers or
  the Debtors under the terms of the Bank  Credit Agreement, the Note Purchase
  Agreement, this Agreement and any other document executed and delivered in
  connection with any of the foregoing; (e) the collectibility of the
  Liabilities, or (f) the financial condition of the Borrowers or the Debtors.

  (c)        Each
  of the Noteholders represents, warrants, and acknowledges that it has
  independently reviewed and approved all financial and other information
  necessary to make an independent decision with respect to the Noteholder
  Liabilities, this Security Agreement, and the creditworthiness of the
  Borrowers and of the Debtors, and that it did not rely upon any statement or
  representation by the Collateral Agent or any Lender with respect to
  Noteholder Liabilities, the Collateral, the Borrowers, the Debtors or
  otherwise in making any decisions with respect to this Agreement, the Note
  Purchase Agreement or otherwise.

  (d)        The
  Collateral Agent shall not collect any payments for the benefit of the
  Noteholders other than payments received from the disposition of the
  Collateral except as provided in the Intercreditor Agreement among the
  Lenders, the Noteholders and the Collateral Agent dated of even date herewith,
  as the same may be amended or supplemented from time to time the ("Intercreditor
  Agreement").

  (e)        The
  Collateral Agent shall remit to each Lender such Lender's Share (as defined
  below) and to each Noteholder such Noteholder's Share (as defined below), its
  ratable percentage of the proceeds received from the distribution of any
  Collateral without discrimination or preference, with any balance remaining
  after such distribution among the Lenders and the Noteholders to be
  distributed to whomever is entitled thereto, or as a court of competent
  jurisdiction may direct.  With respect to each Lender, such Lender's Share
  means, with respect to any Lender as of any time, the quotient obtained by
  dividing (i) the sum of the outstanding principal amount of the Bank
  Liabilities at such time owed to such Lender and such Lender's percentage of
  the Letters of Credit outstanding under the Bank Credit Agreement, by (ii) the
  total outstanding Liabilities at such time, and subtracting therefrom, any
  unpaid amounts owed by such Lender to the Collateral Agent pursuant to
  subsection (g), (h) or (i) below.  With respect to each Noteholder, such
  Noteholder's Share means the quotient obtained by dividing (A) the outstanding
  Noteholder Liabilities owed to such Noteholder at such time by (B) the total
  outstanding Liabilities at such time and subtracting therefrom, any unpaid
  amounts owed by such Noteholder to the Collateral Agent pursuant to subsection
  (g), (h) or (i) below.  "Bank Liabilities" and "Liabilities" shall include,
  without limitation, any obligations of the Borrowers pursuant to any Hedge
  Agreements, as defined in the Bank Credit Agreement.

  (f)        
  Prior to any remittance thereof to Lenders or the Noteholders, any sums owed
  to any Lender or Noteholder hereunder shall be held in trust on behalf of such
  Lender or Noteholder; provided, however, no fiduciary relationship shall
  thereby be created between the Collateral Agent, and such Lender or Noteholder,
  and (subject in the case of the Lenders to the Bank Credit Agreement) the
  Collateral Agent's sole duties and responsibilities to the Lenders or
  Noteholders with respect to such sums or otherwise shall be as set forth in
  this Agreement.

  (g)        Each
  Lender and each Noteholder shall pay to the Collateral Agent, on demand, such
  Lender's or Noteholder's ratable share of the amount of any and all
  out-of-pocket expenses or costs (other than ordinary general and
  administrative expenses normally borne by the Collateral Agent), including,
  without limitation, attorneys', accountants', examiners', financial advisors',
  and auditors' fees and expenses and any indemnities (to the extent set forth
  in clause Subsection 22(h), below, incurred by the Collateral Agent in
  connection with the enforcement of this Security Agreement or the protection
  or preservation of the Collateral, for which the Collateral Agent is not
  reimbursed by or on behalf of the Borrowers or the Debtors.  For purposes
  hereof, the Collateral Agent shall be deemed not to have been reimbursed by
  the  Borrowers or the Debtors for any of the foregoing if payment of such
  costs or expenses is not made by or on behalf of the Borrowers or the Debtors
  upon demand by the Collateral Agent.

  (h)        In
  the event of the Debtors' failure to pay taxes, assessments, insurance
  premiums, claims against the Collateral, the Collateral Agent may, but shall
  not be obligated to, advance amounts necessary to pay the same, and each
  Lender and each Noteholder shall reimburse Agent for such Lender's or
  Noteholder's ratable share of the amount thereof on demand.

  (i)        
  Each Lender, each Noteholder and the Collateral Agent agrees to indemnify the
  Collateral Agent from and against any and all liabilities, obligations,
  losses, damages, penalties, actions, judgments, suits, costs, expenses or
  disbursements of any kind or nature whatsoever, which may be imposed, incurred
  by or asserted against the Collateral Agent, in any way relating to or arising
  out of this Security Agreement, or any action taken or omitted by the
  Collateral Agent, under or in connection with the foregoing; provided,
  however, no Lender or Noteholder shall be liable for the payment of any
  portion of such liabilities, obligations, losses, damages, penalties, actions,
  judgments, suits, costs, expenses or disbursements resulting from the
  Collateral Agent's gross negligence or willful misconduct.  The agreements in
  this Section shall survive repayment of the Liabilities and the termination of
  this Security Agreement. 

  23.       Provisions Specific to
  B&W Heat Treating Corp.

  (a)        With
  respect to B&W Heat Treating Corp. ("B&W") only, the following sections of
  this Security Agreement shall be amended to read as set forth on Annex I
  attached hereto:

                                      Section 1(b)

                                      Section 1(e)

                                      Section 1(m)

  With respect to B&W certain new
  Sections set forth on Annex I are added to this Security Agreement.

  [The remaining
  space intentionally left blank]

  IN WITNESS WHEREOF, the Debtors
  have executed this instrument or have caused this instrument to be duly
  executed by their proper officers as of ________________ ____, 2005.

   

  	
       
	
      AIR VENT INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      37-1016691
	
       



    

  	
       
	
      APPLETON SUPPLY CO., INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      16-1546329
	
       



  
      

  	
       
	
      B&W HEAT TREATING CORP.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      Province/County of Organization: 
      Nova Scotia, Canada:    
	
       



  
   

  	
       
	
       B & W OF MICHIGAN, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      20-0170132
	
       



  
                                                                      

  	
       
	
       B&W LEASING, LLC

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      20-0768478
	
       



   

  	
       
	
       BRAZING CONCEPTS COMPANY

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Michigan
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      38-3202445
	
       



   

  	
       
	
       CAROLINA COMMERCIAL HEAT TREATING,
      INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Nevada
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      57-0510551
	
       



   

  	
       
	
       CLEVELAND PICKLING, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      16-1323420
	
       



   

  	
       
	
       CONSTRUCTION METALS INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    California
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      33-0467847
	
       



   

  	
       
	
       GIBRALTAT INTERNATIONAL, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      06-1217919
	
       



   

  	
       
	
       GIBRALTAR STRIP STEEL, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      ____________________
	
       



   

  	
       
	
       GSCNY CORP.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      20-0330038
	
       



   

  	
       
	
       HARBOR METAL TREATING CO.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Michigan
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      38-1614453
	
       



   

  	
       
	
       HARBOR METAL TREATING OF INDIANA,
      INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Michigan
	
       

	
       
	
       

	
      Tax ID/Organizational Number:  
      38-2398534
	
       



   

  	
       
	
       HI-TEMP HEAT TREATING, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      16-1570421
	
       



   

  	
       
	
       K & W METAL FABRICATORS, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Colorado
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      84-0625442
	
       



   

  	
       
	
       PENNSYLVANIA INDUSTRIAL HEAT TREATERS,
      INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Pennsylvania
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      25-1550765
	
       



   

  	
       
	
       SCM METAL PRODUCTS, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      20-1161055
	
       



   

  	
       
	
       SOLAR GROUP, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      16-1544663
	
       



   

  	
       
	
       SOLAR OF MICHIGAN, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Delaware
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      01-0638711
	
       



   

  	
       
	
       SOUTHEASTERN METALS MANUFACTURING
      COMPANY, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Florida
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      59-1025796
	
       



   

  	
       
	
       UNITED STEEL PRODUCTS COMPANY, INC.

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Minnesota
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      41-0914525
	
       



   

  	
       
	
       WM. R. HUBBELL STEEL CORPORATION

	
      Address for notices:

 
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228

 
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       

	
       
	
       

	
      State of Organization:    Illinois
	
       

	
       
	
       

	
      Tax ID/Organizational Number: 
      36-3088188
	
       



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       2002 Noteholder:

	 	
      THE PRUDENTIAL INSURANCE COMPANY OF
      AMERICA

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     

	 	
       

	 	
       

	 	
       



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	
      	
       2004 Noteholders:

	
      	
      THE PRUDENTIAL INSURANCE COMPANY OF
      AMERICA

	
      	
      

	
      	
       By:            
                                                                       
      

	
      	
       Name:  

	
      	
       Title:     

	
      	
       

	
      	
       PRUCO LIFE INSURANCE COMPANY

	
      	
       Name:

	
      	
       Title:


   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       KEYBANK NATIONAL ASSOCIATION,

	 	
       as Collateral Agent and Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	
      	
       JPMORGAN CHASE BANK, N.A.,

	
      	
       as a Lender

	
      	
      

	
      	
       By:            
                                                                       
      

	
      	
       Name:  

	
      	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	
      	
       HARRIS TRUST & SAVINGS BANK,

	
      	
       as a Lender

	
      	
      

	
      	
       By:            
                                                                       
      

	
      	
       Name:  

	
      	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       HSBC BANK USA, NATIONAL ASSOCIATION,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       MANUFACTURERS AND TRADERS TRUST
      COMPANY,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       US BANK, NATIONAL ASSOCIATION,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       FLEET NATIONAL BANK, a

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
             
      Scott W. Vokey

	 	
             
      Vice President



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       NATIONAL CITY BANK,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       COMERICA BANK,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     






 


  Schedule A

  To General
  Security Agreement

  

  Subsidiary
  Guarantors

  	
      Air Vent Inc.
	
      Delaware

	
      Appleton Supply Co., Inc
	
      Delaware

	
      B&W Heat Treating Corp.
	
      Nova Scotia

	
      B&W Leasing, LLC
	
      Delaware

	
      B & W of Michigan, Inc.
	
      Delaware

	
      Brazing Concepts Company
	
      Michigan

	
      Carolina Commercial Heat Treating,
      Inc.
	
      Nevada

	
      Cleveland Pickling, Inc.
	
      Delaware

	
      Construction Metals Inc.
	
      California

	
      Gibraltar International, Inc.
	
      Delaware

	
      Gibraltar Strip Steel, Inc.
	
      Delaware

	
      GSCNY Corp.
	
      Delaware

	
      Harbor Metal Treating Co.
	
      Michigan

	
      Harbor Metal Treating of Indiana, Inc.
	
      Michigan

	
      Hi-Temp Heat Treating, Inc.
	
      Delaware

	
      K & W Metal Fabricators, Inc.
	
      Colorado

	
      Pennsylvania Industrial Heat Treaters,
      Inc.
	
      Pennsylvania

	
      SCM Metal Products, Inc.
	
      Delaware

	
      Solar Group, Inc.
	
      Delaware

	
      Solar of Michigan, Inc.
	
      Delaware

	
      Southeastern Metals Manufacturing
      Company, Inc.
	
      Florida

	
      United Steel Products Company, Inc.
	
      Minnesota

	
      WM. R. Hubbell Steel Corporation
	
      Illinois



   

   

  
  

 

  Annex I

  to General
  Security Agreement

  (a)        With respect to B&W
  Heat Treating Corp. ("B&W") only certain sections of the Security Agreement
  shall be amended and restated to read as follows:

                          (i)         Section 1(b)

  (b)        The term "Collateral"
  means all of the Debtor's present and after acquired personal property
  including, without limitation, in all Goods (including all parts, accessories,
  attachments, special tools, additions and accessions thereto), Chattel Paper,
  Documents of Title (whether negotiable or not), Instruments, Intangibles,
  Money and Securities now owned or hereafter owned or acquired by or on behalf
  of the Debtor (including such as may be returned to or repossessed by the
  Debtor) and in all proceeds and renewals thereof, accretions thereto and
  substitutions therefor, and including, without limitation, all of the
  following now owned or hereafter owned or acquired by or on behalf of the
  Debtor:

  (i)         all
  Inventory of whatever kind and wherever situate;

  (ii)        all
  equipment (other than Inventory) of whatever kind and wherever situate,
  including, without limitation, all machinery, tools, apparatus, plant,
  furniture, fixtures and vehicles of whatsoever nature or kind;

  (iii)       all
  Accounts and book debts and generally all debts, dues, claims, choses in
  action and demands of every nature and kind howsoever arising or secured
  including letters of credit and advices of credit, which are now due, owing or
  accruing or growing due to or owned by or which may hereafter become due,
  owing or accruing or growing due to or owned by the Debtor (the "Debts");

  (iv)       all
  deeds, documents, writings, papers, books of account and other books relating
  to or being records of Debts, Chattel Paper or Documents of Title or by which
  such are or may hereafter be secured, evidenced, acknowledged or made payable;

  (v)        all
  contractual rights and insurance claims;

  (vi)       all
  patents, industrial designs, trade secrets and know-how including without
  limitation environmental technology and biotechnology, confidential
  information, goodwill, copyrights, personality rights, plant breeders' rights,
  integrated circuit topographies, software, all customer and supplier lists;

  (vii)      all
  trade-marks and trade names, registered and unregistered.

  (viii)      all
  databases in whatever form and on whatever medium those databases are
  expressed, fixed, embodied or stored from time to time, and the copyright
  therein including the media upon or in which such databases are stored (the
  "Data");

  (ix)       all
  other intellectual and industrial property, and any registrations and
  applications for registration of any of the foregoing including, without
  limitation, all contractual rights, securities, instruments and other rights
  and benefits relating to such property (the collateral set forth in subsection
  (vi), (vii), (viii) and (ix) shall be collectively referred to as the
  "Intellectual Property").

  The Security Interest granted hereby shall not extend or
  apply to and the Collateral shall not include the last day of the term of any
  lease of real estate or agreement therefor but upon the enforcement of the
  Security Interest, the Debtor shall stand possessed of such last day in trust
  to assign the same to any person acquiring such term.

              (ii)        Section 1(e)

  (e)        The
  term "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 P.P.S.A.
  or comparable law of any jurisdiction).

              (iii)       Section 1(m)

  (m)       The
  terms "Goods", "Chattel Paper", "Document of Title", "Instrument",
  "Intangible", "Security", "proceeds", "Inventory", "accession", "Money",
  "Account", "financing statement" and "financing change statement" whenever
  used herein shall be interpreted pursuant to their respective meanings when
  used in the Personal Property Security Act of Ontario, as amended from time to
  time, which Act, including amendments thereto and any Act substituted therefor
  and amendments thereto is herein referred to as the "P.P.S.A.".  Provided
  always that the term "Goods" when used herein shall not include "consumer
  goods" of the Debtor as that term is defined in the P.P.S.A..  "Security
  Interest" when used herein shall include the Security Interests granted under
  paragraph 2.  The term "Collateral" when used herein shall include the
  Trademarks, the Data and the license agreements and any reference herein to
  the "Collateral" shall, unless the context otherwise requires, be deemed a
  reference to the "Collateral or any part thereof".  

  (b)        With respect to B&W, the following new
  Sections are added to the Security Agreement:

  24.       Remedies.

  (a)        Upon
  the occurrence of and during the continuance of an Event of Default, the
  Collateral Agent may appoint or reappoint by instrument in writing, any person
  or persons, whether an officer or officers or an employee or employees of the
  Collateral Agent or not, to be a receiver or receivers (hereinafter called the
  "Receiver", which term when used herein shall include a receiver and manager)
  of the Collateral (including any interest, income or profits therefrom) and
  may remove any Receiver so appointed and appoint another in his stead.  Any
  such Receiver shall, so far as concerns responsibility for his acts, be deemed
  the agent of the Debtor and not of the Collateral Agent, and the Collateral
  Agent shall not be in any way responsible for any misconduct, negligence, or
  non-feasance on the part of any such Receiver, his servants, agents or
  employees.  Subject to the provisions of the instrument appointing him, any
  such Receiver shall have power to take possession of the Collateral, to
  preserve the Collateral or its value, to carry on or concur in carrying on all
  or any part of the business of the Debtor and to sell, lease or otherwise
  dispose of or concur in selling, leasing or otherwise disposing of the
  Collateral.  To facilitate the foregoing powers, any such Receiver may, to the
  exclusion of all others, including the Debtor, enter upon, use and occupy all
  premises owned or occupied by the Debtor wherein the Collateral may be
  situate, maintain the Collateral upon such premises, borrow money on a secured
  or unsecured basis and use the Collateral directly in carrying on the Debtor's
  business or as security for loans or advances to enable him to carry on the
  Debtor's business or otherwise, as such Receiver shall, in his discretion,
  determine.  Except as may be otherwise directed by the Collateral Agent or the
  Requisite Lenders, all monies received from time to time by such Receiver in
  carrying out his appointment shall be received in trust for and paid over to
  the Collateral Agent or its successors or assigns for the benefit of the
  Secured Lender Group.  Every such Receiver may, in the discretion of the
  Collateral Agent for itself, and as agent for the Secured Lender Group, be
  vested with all or any of the rights and powers of the Collateral Agent.

  (b)        Upon
  the occurrence of and during the continuance of an Event of Default, the
  Collateral Agent may, and upon direction of the Requisite Lenders shall,
  either directly or through its agent or nominees, exercise any or all of the
  powers and rights given to a Receiver by virtue of the foregoing sub-clause
  (a).

  (c)        Upon
  the occurrence of and during the continuance of an Event of Default, the
  Collateral Agent may and, upon direction of the Requisite Lenders shall, take
  possession of, collect, demand, sue on, enforce, recover and receive the
  Collateral and give valid and binding receipts and discharges therefor and in
  respect thereof and, upon the occurrence of and during the continuance of an
  Event of Default, the Collateral Agent may and, upon direction of the
  Requisite Lenders shall, sell, lease or otherwise dispose of the Collateral in
  such manner, at such time or times and place or places, for such consideration
  and upon such terms and conditions as to the Collateral Agent may seem
  reasonable.

  (d)        In
  addition to those rights granted herein and in any other agreement now or
  hereafter in effect between the Debtor and the Collateral Agent or the Lenders
  or the Noteholders and in addition to any other rights the Collateral Agent or
  the Secured Lender Group may have at law or in equity, the Collateral Agent
  shall have, both before and after the occurrence of an Event of Default, all
  rights and remedies of a secured party under the P.P.S.A.  Provided always,
  that the Collateral Agent shall not be liable or accountable for any failure
  to exercise its remedies, take possession of, collect, enforce, realize, sell,
  lease or otherwise dispose of the Collateral or to institute any proceedings
  for such purposes.  Furthermore, the Collateral Agent shall have no obligation
  to take any steps to preserve rights against prior parties to any Instrument
  or Chattel Paper whether the Collateral or proceeds and whether or not in the
  Collateral Agent's possession and shall not be liable or accountable for
  failure to do so.

  (e)        The
  Debtor acknowledges that the Collateral Agent or any Receiver appointed by it
  may upon the occurrence of and during the continuance of an Event of Default,
  take possession of the Collateral wherever it may be located and by any method
  permitted by law and, in such event, the Debtor agrees upon request from the
  Collateral Agent or any such Receiver to assemble and deliver possession of
  the Collateral at such place or places as directed.

  (f)         The
  Debtor agrees to pay all costs, charges and expenses incurred by the
  Collateral Agent or any Receiver appointed by it, whether directly or for
  services rendered (including reasonable solicitors' and accountants' costs and
  other legal expenses and Receiver remuneration), in operating the Debtor's
  accounts, in preparing or enforcing this Security Agreement, taking custody
  of, preserving, repairing, processing, preparing for disposition and disposing
  of the Collateral and in enforcing or collecting Indebtedness and all such
  costs, charges and expenses, together with any monies owing as a result of any
  borrowing by the Collateral Agent or any Receiver appointed by it, as
  permitted hereby, shall be a first charge on the proceeds of realization,
  collection or disposition of the Collateral and shall be secured hereby.

  (g)        The
  Collateral Agent will give the Debtor such notice, if any, of the date, time
  and place of any public sale or of the date after which any private
  disposition of the Collateral is to be made, as may be required by the P.P.S.A.

  (h)        Upon
  the occurrence of and the continuance of an Event of Default, the Debtor
  shall, at the request of the Collateral Agent, take such further action as may
  be necessary to evidence and effect an assignment or licensing of the
  Intellectual Property to the Collateral Agent or any other party that the
  Collateral Agent may direct.

              25.       General Provisions.

  (a)        It
  is hereby agreed that The Limitation of Civil Rights Act of the Province of
  Saskatchewan, or any provision thereof, shall have no application to this
  Security Agreement or any agreement or instrument renewing or extending or
  collateral to this Security Agreement.  In the event that the Debtor is an
  agricultural corporation within the meaning of The Saskatchewan Farm Security
  Act, the Debtor agrees with the Collateral Agent that all of Part IV (other
  than Section 46) of that Act shall not apply to the Debtor. 

  (b)        This
  Security Agreement and the transactions evidenced hereby shall be governed by
  and construed in accordance with the  laws of the province of Ontario and the
  laws of Canada applicable therein.  The Debtor and the Collateral Agent or its
  successors or assigns irrevocably submit to the non-exclusive jurisdiction of
  the courts of the Province of Ontario and of Canada sitting in Ontario in any
  action or proceeding arising out of or relating to this agreement and
  irrevocably agrees that all such actions and proceedings may be heard and
  determined in such courts.  The Debtor and the Collateral Agent or its
  successors or assigns irrevocably waive, to the fullest extent possible, the
  defense of an inconvenient forum.  The Debtor and the Lenders and Noteholders
  agree that a judgment or order in any action or proceeding contemplated in
  this Section 23(i) may be enforced in any jurisdiction in any manner provided
  by law.  For greater certainty, the Collateral Agent or its successors or
  assigns may serve legal process in any manner permitted by law and may bring
  an action or proceeding against the Debtor or the property or assets of the
  Debtor in the courts of any jurisdiction to the extent permitted by applicable
  law.

              26.       Copy of Agreement and Financing
  Statement.

  (a)        The
  Debtor hereby acknowledges receipt of a copy of this Security Agreement.

  (b)        The
  Debtor waives the Debtor's right to receive a copy of any financing statement
  or financing change statement registered by the Collateral Agent, or of any
  verification statement with respect to any financing statement or financing
  change statement registered by the Collateral Agent.

              27.       Debtor Address.

  The Debtor represents and
  warrants that the following information is accurate:

  	
      
      NAME OF BUSINESS COMPANY B B&W Heat Treating Corp.

	
      ADDRESS OF BUSINESS COMPANY

      

      60 Steckle Place

      390 Trillium Drive

      40 Adam Ferry Place
	
      CITY

      

      Kitchener

      Kitchener

      Kitchener
	
      PROVINCE

      

      Ontario

      Ontario

      Ontario
	
      POSTAL CODE

      

      N2E 2C3

      N2E 3J3



   Exhibit C-3

  PLEDGE SECURITY
  AGREEMENT

  The undersigned, GIBRALTAR STEEL
  CORPORATION OF NEW YORK, a New York corporation  (the "Pledgor") executes and
  delivers this Pledge Security Agreement (the "Agreement") to KEYBANK NATIONAL
  ASSOCIATION, having an office located at KeyCenter, 127 Public Square,
  Cleveland, Ohio 44114, as collateral agent for the Lenders (as defined below)
  and the Noteholders (as defined below) (the "Collateral Agent"; the Agent, the
  Lenders and the Noteholders being collectively referred to herein as the
  "Secured Lender Group" and individually as a "Secured Party") in consideration
  of one or more loans, letters of credit or other financial accommodation made,
  issued or extended by the Lenders or the Noteholders to the Borrowers (as
  defined below).  Accordingly, the Collateral Agent shall have the rights,
  remedies and benefits hereinafter set forth.

  1.         Definitions. 

  (a)        The
  term "Bank Liabilities" means and includes (i) any and all indebtedness,
  obligations and liabilities of Gibraltar Industries, Inc. (the "Company" and
  together with the Pledgor, collectively, the "Borrowers") and/or the Pledgor
  to any of the Lenders and/or KeyBank National Association, as administrative
  agent (the "Agent") and also to others to the extent of their participations
  granted to or interests therein created or acquired for them by the Lenders or
  the Agent, arising under that certain Credit Agreement dated of even date
  herewith among the Borrowers, KeyBank National Association as Administrative
  Agent, Swingline Lender, Letter of Credit Issuer, Lead Arranger and Book
  Runner, JPMorgan Chase Bank, N.A. as Syndication Agent and Letter of Credit
  Issuer, Harris Trust and Savings Bank as Co-Documentation Agent, HSBC Bank
  USA, National Association as Co-Documentation Agent, Manufacturers and Traders
  Trust Company as Co-Documentation Agent and the Lenders named therein
  (individually a "Lender" and collectively, the "Lenders"), as the same may be
  amended, modified, supplemented, restated or replaced from time to time (the
  "Bank Credit Agreement"), (ii) any and all indebtedness, obligations and
  liabilities of the Borrowers to any of the Lenders and/or the Agent and also
  to others to the extent of their participations granted to or interests
  therein created or acquired by them for the Lenders or the Agent, and the
  Secured Documents (as defined below), including Hedge Agreements (as defined
  in the Bank Credit Agreement) executed in connection therewith and (iii) any
  and all indebtedness, obligations and liabilities of each of the Borrowers or
  any Subsidiary Guarantor arising under any Secured Document to which it is a
  party, in the case of clause (i), (ii) or (iii) above, now or hereafter
  existing, arising directly between Borrowers and the Lenders or the Agent or
  acquired outright, conditionally, as a participation or as collateral security
  from another by the Lenders or the Agent, absolute or contingent, joint and/or
  several, secured or unsecured, due or not due, contractual or  tortious,
  liquidated or unliquidated, arising by operation of law or otherwise, direct
  or indirect.  

  (b)        The
  term "Collateral" means all property in which the Borrower grants a security
  interest pursuant to the "Grant of Security Interest" paragraph set forth
  below. 

  (c)        The
  term "Enforcement" means taking any action seeking remedies with respect to
  the Collateral, pursuing enforcement (judicial or otherwise) with respect to
  any of the Liens granted under any of the Secured Documents or filing any
  involuntary petition of bankruptcy or similar action with respect to any
  Borrower or any Subsidiary Guarantor.

  (d)        The
  term "Event of Default" means (i) any Event of Default under the Bank Credit
  Agreement, or (ii) any Event of Default under the Note Purchase Agreement.

  (e)        The
  term "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).

  (f)         The
  term "Liabilities" means, collectively, the Bank Liabilities and the
  Noteholder Liabilities.

  (g)        The
  term "Noteholder Liabilities" means and shall include (i) any and all
  indebtedness, obligations and liabilities (including, without limitation, any
  Make Whole Amount (as defined in the 2002 Note Purchase Agreement)) of
  Gibraltar Steel Corporation of New York to any holder of the 7.35% Senior
  Secured Notes ("2002 Notes") of the Company (formerly known as Gibraltar Steel
  Corporation) due July 3, 2007, in the aggregate principal amount of
  $25,000,000 and also to others to the extent of their participations granted
  to or interests therein created or acquired for them by the 2002 Noteholders
  arising under that certain 2002 Note Purchase Agreement dated as of July 3,
  2002 among the Borrowers and any purchaser thereof (individually, a "2002
  Noteholder" and collectively, the "2002 Noteholders"), as amended and restated
  pursuant to an Amended and Restated Note Purchase Agreement of even date
  herewith and as the same may be further amended, modified, supplemented,
  restated or replaced from time to time (the "2002 Note Purchase Agreement"),
  (ii) any and all indebtedness, obligations and liabilities (including, without
  limitation, any Make Whole Amount (as defined in the 2004 Note Purchase
  Agreement)) of Gibraltar Steel Corporation of New York to any holder of the
  5.75% Senior Secured Notes ("2004 Notes") of the Company due June 17, 2011, in
  the aggregate principal amount of $75,000,000 and also to others to the extent
  of their participations granted to or interest therein created or acquired for
  them by the 2004 Noteholders arising under that certain Note Purchase
  Agreement dated as of June 18, 2004 among the Borrowers and any purchaser
  thereof (individually, a "2004 Noteholder" and collectively, the "2004
  Noteholders" and collectively with the 2002 Noteholders, the "Noteholders"),
  as amended and restated pursuant to an Amended and Restated Note Purchase
  Agreement of even date herewith and as the same may be further amended,
  modified, supplemented, restated or replaced from time to time (the "2004 Note
  Purchase Agreement" and collectively with the 2002 Note Purchase Agreement,
  the "Note Purchase Agreement"), (iii) any and all indebtedness, obligations
  and liabilities of the Borrowers to any of the Noteholders and also to others
  to the extent of their participations granted to or interests therein created
  or acquired by them for the Noteholders, under any Secured Document to which
  it is a party, and (iv) any and all indebtedness, obligations and liabilities
  of each of the Borrowers, or any Subsidiary Guarantor arising under any
  Secured Document to which it is a party, in the case of clause (i), (ii),
  (iii) or (iv) above, now or hereafter existing, arising directly between the
  Borrowers and the Noteholders or acquired outright, conditionally, as a
  participation or as collateral security from another by the Noteholders,
  absolute or contingent, joint and/or several, secured or unsecured, due or not
  due, contractual or tortious, liquidated or unliquidated, arising by operation
  of law or otherwise, direct or indirect.

  (h)        The
  term "Obligor" means the Borrowers and any maker, drawer, acceptor, indorser,
  guarantor, surety, accommodation party or other person liable upon or for any
  of the Liabilities or Collateral. 

  (i)         The
  term "Requisite Lenders" means the Secured Parties which hold at least 51% of
  the outstanding Liabilities.

  (j)         The
  term "Secured Document" means collectively (a) this Agreement, (b) the Bank
  Credit Agreement and any document executed and delivered in connection
  therewith and (c) the Note Purchase Agreement any other Related Document, as
  defined in the Note Purchase Agreement.

  (k)        The
  term "Subsidiary Guarantors" means collectively, each Subsidiary of the
  Borrowers set forth on Schedule A attached hereto executing and delivering to
  the Agent for the benefit of the Lenders and to the Noteholders a guaranty
  dated of even date herewith guarantying the payment of the Bank Liabilities
  and the Noteholder Liabilities respectively and each other Subsidiary of the
  Borrowers which subsequent to the date hereof, executes and delivers to the
  Agent for the benefit of the Lenders and to the Noteholders, a joinder to such
  guaranty of payment of the Bank Liabilities and the Noteholder Liabilities
  respectively.

  (l)         The
  term "Uniform Commercial Code" means the Uniform Commercial Code in effect in
  the State of New York from time to time.

  (m)      
  Unless the context otherwise requires, all terms used herein which are defined
  in the Uniform Commercial Code shall have the meanings therein stated.

  2.         Grant of Security
  Interest.  As security for the payment of the Liabilities, the Pledgor hereby
  grants to the Collateral Agent for the benefit of the Secured Lender Group and
  the Collateral Agent a security interest in, a general lien upon the following
  Collateral and in all increases, profits or rights received from it, in all
  substitutions and additions together with any proceeds:

  sixty-five percent (65%) of all
  issued and outstanding stock of Renown Specialties Company Ltd., an Ontario
  corporation, as evidenced by Stock Certificate No. C-2 for sixty-five (65)
  shares.

  The Pledgor agrees that the
  Collateral Agent's records will be the accurate record of any substitutions in
  and additions to the Collateral.

  3.         Covenants.  As long
  as any part of the Liabilities remain unpaid the Pledgor agrees to:

  (a)       
  defend the Collateral against all claims, keep the collateral free from other
  security interests and not dispose of any portion of the Collateral without
  the Collateral Agent's written consent;

  (b)       
  notify the Collateral Agent promptly of any changes in the Pledgor's name or
  address;

  (c)       
  notify the Collateral Agent of any change in legal entity structure, if
  applicable;

  (d)       
  execute and deliver any financing statements or other documents, pay any costs
  of title searches and filing fees, and take any other action the Collateral
  Agent requests in relation to the security interest;

  (e)        pay
  all taxes and other charges which may be levied against the Collateral.

  4.         Warranties.  As long
  as any part of the Liabilities remain unpaid the Pledgor warrants to the
  Collateral Agent and the Lenders that:

  (a)        each
  document representing the Collateral is genuine;

  (b)        the
  Pledgor owns the Collateral;

  (c)        the
  Pledgor is fully authorized to enter into this Agreement;

  (d)        the
  Collateral is fully paid and non-assessable.

  5.         Voting Rights.  So
  long as no Event of Default occurs, the Collateral Agent will mail the Pledgor
  all communications and proxies addressed to the Collateral Agent, within a
  reasonable time.  After the occurrence and during the continuation of an Event
  of Default, the Collateral Agent does not have to send the Pledgor further
  communications and any proxies issued by the Pledgor will be invalid.  Upon
  the occurrence and during the continuation of an Event of Default, the
  Collateral Agent shall then have the right to vote in person or by proxy
  without any direction from the Pledgor. 

  6.         Default.  After the
  occurrence and during the continuation of an Event of Default, unless and to
  the extent that the Collateral Agent, at its discretion or upon direction of
  the Requisite Lenders, shall otherwise elect, all of the Liabilities shall
  become and be due and payable forthwith.  THE RIGHTS OF THE COLLATERAL AGENT
  SET FORTH IMMEDIATELY ABOVE ARE WITHOUT LIMITATION OF, AND IN ADDITION TO, ANY
  OTHER RIGHT OF THE COLLATERAL AGENT OR ANY SECURED PARTY UNDER ANY OTHER
  DOCUMENT EVIDENCING OR EXECUTED IN CONNECTION WITH THE LIABILITIES (INCLUDING
  BUT NOT LIMITED TO ANY RIGHT OF ACCELERATION OF PAYMENT PURSUANT TO THE
  PROVISIONS THEREOF OR ANY RIGHT OF THE COLLATERAL AGENT OR ANY SECURED PARTY
  TO MAKE DEMAND FOR PAYMENT THEREUNDER WITHOUT REFERENCE TO ANY PARTICULAR
  CONDITION OR EVENT).

  7.         Enforcement With
  Respect to Collateral.  

  (a)       
  Notice/Enforcement.  The Required Lenders (as defined in the Bank Credit
  Agreement) or Required Holders (as defined in the Note Purchase Agreement)
  shall have the right to deliver a notice to the Collateral Agent to the extent
  an Event of Default shall have occurred under their respective Secured
  Documents.  Upon and after the delivery to the Collateral Agent of (i) any
  such notice, and (ii) the written direction of the Requisite Lenders to
  undertake Enforcement, the Collateral Agent shall proceed to protect and
  enforce rights or remedies granted hereunder, as so directed, either by suit
  in equity or by action at law, or both, whether for the specific performance
  of any covenant, agreement or other provision contained herein or in any other
  Secured Document, or to enforce any other legal or equitable right or remedy
  provided herein or therein.  The Collateral Agent shall give written notice to
  each Lender and each Noteholder as to any such Enforcement it may take under
  the Secured Documents.  Other than actions necessary to prevent the waste,
  diminution, impairment or loss of any Collateral which could not reasonably be
  taken through notice or instruction to the Collateral Agent, each Secured
  Party hereby agrees that it shall not take any action of Enforcement in
  respect of or effecting Collateral or claims or demands made or notices given
  hereunder except through the delivery or written instructions by the Requisite
  Lenders to the Collateral Agent.

  (b)       
  Dividends/Income.  So long as no Event of Default occurs, the Pledgor shall
  have the right to receive all cash income from the Collateral.  If the
  Collateral Agent receives any cash income before the occurrence of an Event of
  Default, the Collateral Agent agrees to turn such income over to the Pledgor. 
  Once an Event of Default occurs and for so long as such Event of Default
  continues, the Pledgor will no longer be entitled to receive any cash income
  and if the Pledgor  receives any such income, the Pledgor agrees to turn such
  income over to the Collateral Agent.  The Collateral Agent may apply the net
  cash payments to the Liabilities as set forth herein but the Collateral Agent
  will account for it and pay over to the Pledgor any cash which remains on hand
  after the Liabilities are satisfied.  All payments received by the Collateral
  Agent consisting of proceeds of the Collateral shall be applied FIRST, to the
  reasonable expenses incurred by the Collateral Agent in connection with any or
  all of the retaking, holding, storing, preserving, processing, maintaining,
  advertising, preparing for or consummating any sale, lease or other
  disposition of, the Collateral, including trustee's fees and commissions,
  court costs and reasonable attorney's fees and legal expenses pertaining
  thereto, SECOND, to each Lender in accordance with such Lender's Share (as
  defined in Section 22 below) and to each Noteholder in accordance with such
  Noteholder's Share (as defined in Section 22 below); provided however, amounts
  allocable to undrawn Letters of Credit shall be distributed to the Contingent
  Collateral Account, as defined in Section 13, below; and THIRD, any surplus
  remaining after application as provided for herein, to the Pledgor. 

  (c)       
  Disposition.  With respect to any Collateral in its possession, the Collateral
  Agent or any of its agents, associates or correspondents, may after the
  occurrence and during the continuation of an Event of Default, sell or cause
  to be sold at any location selected by it and reasonable under the
  circumstances, in one or more sales, at such price as the Collateral Agent may
  deem best, and for cash or on credit or for future delivery, without
  assumption of any credit risk, all or any of the Collateral, at any broker's
  board or at public or private sale, in any reasonable manner permissible under
  the Uniform Commercial Code (except that, to the extent permitted thereunder,
  the Pledgor hereby waives the requirements of said Code), and the Collateral
  Agent or any of the Lenders or any of the Noteholders or anyone else may be
  the purchaser of any or all of the Collateral so sold and thereafter hold the
  same absolutely free from any claim or right of whatsoever kind, including any
  equity or redemption, of the Pledgor, any such demand, notice or right and
  equity being hereby expressly waived and released.  The Collateral Agent (i)
  shall comply with any applicable law requirements in connection with the
  disposition of the Collateral, (ii) may sell the Collateral without giving any
  warranties, and any of such actions or inaction will not be considered
  adversely to affect the commercial reasonableness of any sale of the
  Collateral. The Pledgor will pay to the Collateral Agent all expenses
  (including reasonable attorneys' fees and legal expenses incurred by the
  Collateral Agent or any of the Lenders or Noteholders) of, or incidental to,
  the enforcement of any of the provisions hereof or of any of the Liabilities,
  or any actual or attempted sale, or any exchange, enforcement, collection,
  compromise or settlement of any of the Collateral.  Notwithstanding that the
  Collateral Agent, whether in its own behalf and/or on behalf of another or
  others, may continue to hold the Collateral and regardless of the value
  thereof, the Pledgor shall be and remain liable for the payment in full,
  principal and interest, of any balance of the Liabilities at any time unpaid. 
  The Collateral Agent may exercise its rights with respect to the Collateral
  without resorting to or regard to other collateral or sources of reimbursement
  for the Liabilities.

  8.         Waivers of Rights. 
  Except as otherwise expressly set forth herein, until the payment in full of
  the Liabilities, each Lender and each Noteholder hereby waives any and all
  rights each may individually (i.e., other than through a Collateral Agent) now
  or hereafter have to exercise any right pursuant to this Agreement or under
  the laws of any applicable jurisdiction or otherwise to dispose of or retain
  any of the Collateral.  Each of them hereby agrees not to take any action
  whatsoever to enforce any term or provision of this Agreement or to enforce
  any right with respect to the Collateral in conflict with the provisions of
  this Agreement.  Nothing set forth above or otherwise contained in this
  Agreement shall be interpreted as a waiver of any rights of setoff (by
  contract, law or otherwise) of any Secured Party; provided that any amount
  received by such setoff shall be delivered to the Collateral Agent and
  distributed in accordance with Subsection 7(b) above.

  9.         Permitted Action. 
  Any Secured Party may, without instruction from the Collateral Agent, but in
  no event shall be required to, take action permitted by applicable law or in
  accordance with the terms of this Agreement or any other Secured Document to
  preserve (but not enforce or possess) its rights and Liens in the Collateral
  securing the payment and performance of the Liabilities, including but not
  limited to curing any default or alleged default under any contract entered
  into by any Borrower, paying any tax, fee or expense on behalf of any
  Borrower, exercising any offset or recoupment rights and paying insurance
  premiums on behalf of any Borrower, so long as such action shall not impair
  the rights of the Collateral Agent or of any Secured Party or otherwise be
  contrary to the terms of this Agreement.

  10.       Instruction of
  Collateral Agent/Release of Collateral.  The Collateral Agent shall not
  exercise any or all rights and remedies afforded the Collateral Agent
  hereunder unless and until such Collateral Agent shall receive written
  instructions from the Requisite Lenders, unless the Collateral threatens to
  speedily decline in value, in which instance the Collateral Agent may (but
  shall not be obligated to) proceed to enforce such rights against the
  Collateral for the protection of, and in the best interests of, the applicable
  Secured Parties prior to receiving such written instruction.  The Collateral
  Agent shall not release any of the Collateral from the Lien granted hereunder
  without the prior written consent of the Requisite Lenders, except to the
  extent that the Borrowers are permitted to sell or transfer such Collateral
  under the terms of the Bank Credit Agreement and the Note Purchase Agreement.

  11.       Pari Passu.  Each
  Secured Party acknowledges and agrees that the Liabilities share the Lien and
  benefit and priority of, in and to this Agreement and the Collateral, and
  share all payments made with respect thereto, on a pari passu basis.

  12.       Further Assurances. 
  Each of the parties hereto agrees to execute and deliver all such further
  documents and instruments and to use its best efforts to take all such further
  action as may be reasonably necessary or advisable to implement and give
  effect to the transactions contemplated hereby.  Each Secured Party will from
  time to time provide such information that is available to it to the
  Collateral Agent as may be necessary to enable the Collateral Agent to make
  any calculation hereunder or otherwise required for any other purpose hereof. 
  Each Secured Party will from time to time consult with the Collateral Agent
  and any other Secured Party in good faith regarding the Enforcement of its
  rights with a view to recovering amounts due under any of the Secured
  Documents.

  13.       Cash Collateral for
  Contingent Obligations.  To the extent any proceeds are received by the
  Collateral Agent in respect of Bank Liabilities that are attributable to
  Letters of Credit and/or Hedge Agreements (as defined in the Bank Credit
  Agreement), such proceeds shall be deposited into an account held by the
  Collateral Agent (a "Contingent Collateral Account"), for distributions as set
  forth in Section 13.  Upon the request of the Agent on behalf of the Lenders,
  the Collateral Agent shall deliver to the Agent from the Contingent Collateral
  Account, to the extent sufficient funds are held therein, the amount of any
  unpaid reimbursement obligations of the Borrowers pursuant to Section 3.3 of
  the Bank Credit Agreement, with respect to any Letter of Credit or amount due
  and owing with respect to a Hedge Agreement.  If any Letter of Credit expires,
  is reduced, is cancelled or the stated amount thereof is otherwise reduced, or
  a Hedge Agreement, is cancelled or terminates with the result that the Bank
  Liabilities are reduced, then an amount equal to the amount of such reduction
  in such Bank Liabilities shall be distributed from the Contingent Collateral
  Account by the Collateral Agent for further distribution to the other Secured
  Parties in accordance with Subsection 7(b) in the amounts they would have
  received had such expired, reduced or cancelled Letter of Credit or Hedge
  Agreement had not been included in the calculation of Bank Liabilities with
  respect to prior distributions.  The Collateral Agent shall from time to time
  invest amounts held in the Contingent Collateral Account as directed by the
  Agent, or, if the Agent shall have not so directed, in a money market or sweep
  account of the Collateral Agent in accordance with its investment policies for
  similar accounts.

  14.       General Waivers.  The Pledgor hereby waives
  presentment, notice of dishonor and protest of the Secured Documents.  The 
  Pledgor waives all demands, notices and protests of every kind which are not
  expressly required under this Agreement which are permitted by law to be
  waived, and which would, if not waived, impair the Collateral Agent's
  enforcement of this Agreement or release any Collateral from the Collateral
  Agent's security interest hereunder.  By way of example, but not in limitation
  of the Collateral Agent's rights under this Agreement, the Collateral Agent
  does not have to give the Pledgor notice of any of the following:

   

  (a)       
  notice of acceptance of this Agreement;

  
  (b)         notice of loans made, credit extended, Collateral received or
  delivered;

  
  (c)         any Event of Default;

  
  (d)         any action which the Collateral Agent does or does not take
  regarding the Borrowers, or any other person or any other collateral securing
  the Liabilities;

  
  (e)         except as otherwise provided herein, enforcement of this Agreement
  against the Collateral; or

  
  (f)          any other action taken in reliance on this Agreement.

  The Pledgor waives all rules of
  suretyship law and any other law whatsoever which is legally permitted to be
  waived and which would, if not waived, impair the Collateral Agent's
  enforcement of its security interests.  The Pledgor waives any right to notice
  of any action the Collateral Agent may take with respect to the Collateral. 
  By way of example, but not in limitation of the Collateral Agent's rights
  under this Agreement, and without affecting the liability of the Pledgor to
  the Collateral Agent, the Collateral Agent or the Lenders, as set forth in the
  Bank Credit Agreement or the Noteholders, as set forth in the Note Purchase
  Agreement, as the case may be, may do any of the following without notice to
  the Pledgor except to the extent that notice to the Pledgor is required under
  another Secured Document or in each case in which the agreement of the Pledgor
  is required because the Pledgor is a principal party to a Liability and, as a
  matter of contract, the agreement of the Pledgor is required:

  (a)       
  change, renew or extend the time for repayment of all or any part of the
  Liabilities;

  (b)       
  change the rate of interest or any other provisions with respect to all or any
  part of the Liabilities;

  (c)       
  release, surrender, sell or otherwise dispose of any money or property which
  is in the Collateral Agent's possession as collateral security for the
  Liabilities;

  (d)        fail
  to perfect any security interest in any Collateral;

  (e)       
  delay or refrain from exercising any of the Collateral Agent's, Lenders' or
  Noteholders' rights;

  (f)        
  settle or compromise any and all claims pertaining to the Liabilities and the
  Collateral;

  (g)       
  apply any money or property of the Pledgor or that of any other party liable
  to the Collateral Agent for any part of the Liabilities in any order the
  Collateral Agent or the Lenders or the Noteholders, as applicable, choose; and

  (h)       
  release or discharge any party liable to the Collateral Agent in whole or in
  part for the Liabilities or accept any additional parties or guarantors.

  THE PLEDGOR HEREBY KNOWINGLY,
  VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY
  APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
  RELATING TO THIS AGREEMENT OR ANY SECURED DOCUMENT, AND AGREES THAT ANY SUCH
  DISPUTE SHALL, AT THE COLLATERAL AGENT'S OPTION, BE TRIED BEFORE A JUDGE
  SITTING WITHOUT A JURY.

  IN ADDITION, THE PLEDGOR WAIVES
  THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS OR
  ANY CLAIM OF DELAY BY THE COLLATERAL AGENT AND ANY SET OFF OR COUNTERCLAIM OF
  ANY NATURE OR DESCRIPTION.

  15.       Custody of
  Collateral.  The Collateral Agent agrees to use reasonable care to protect any
  Collateral in its possession.  However, the Collateral Agent shall not be
  required to:

  
  (a)        vote the stock;

  
  (b)        collect any debt;

  
  (c)        exercise any conversion rights;

  
  (d)        take any steps necessary to preserve rights against prior parties;

  
  (e)        notify the Pledgor of any maturities, calls, conversions, or other
  similar matters concerning the Collateral, except for forwarding to the
  Pledgor those communications which are addressed to the Pledgor; 

  
  (f)         act upon any request the Pledgor may send the Collateral Agent.
  

  16.       Changes in
  Collateral.  Whether or not an Event of Default has occurred, the Pledgor
  authorizes the Collateral Agent to:

              (a)       
  receive and hold as additional collateral any non-cash increases in or profits
  on the Collateral; and

  (b)       
  surrender the Collateral and receive any payment or distribution upon
  redemption, dissolution or liquidation of the issuer of the Collateral.

  If the Pledgor receives any of the payments or
  distributions described above, the Pledgor agrees to turn them over to the
  Collateral Agent. 

  17.       Further Assurances. 
  The Pledgor appoints the Collateral Agent as its attorney to take any
  necessary steps, including the filing of financing statements, to perfect the
  Collateral Agent's or any Secured Party's security interest without first
  obtaining the Pledgor's signature.  Upon the Collateral Agent's request, the
  Pledgor will execute any amendments, including UCC-3 forms, which are
  necessary to perfect and continue the Collateral Agent's or any Secured
  Party's security interest in the Collateral.  The Pledgor agrees that it will
  (i) cause the issuer of the Collateral not to issue any stock, units or other
  securities in addition to or in substitution for the Collateral issued by such
  issuer, except to the Pledgor and (ii) pledge hereunder, immediately upon its
  acquisition (directly or indirectly) thereof, such additional shares of stock
  or other securities of the issuer of the Collateral as may be necessary to
  ensure that at all times sixty-five percent (65%) of the shares of stock or
  other securities of the issuer of the Collateral are pledged in favor of the
  Collateral Agent for the benefit of the Secured Lender Group and the
  Collateral Agent.

  18.       Fees and Expenses. 
  The Pledgor agrees to pay all of the Collateral Agent's costs, including
  reasonable attorneys' fees for necessary court process in enforcing this
  Agreement or realizing upon the Collateral.

  19.       Modification.  This
  Agreement cannot be modified except by a written agreement.

  20.       Notices.  All notices,
  requests, demands or other communications to or upon the Pledgor or the
  Collateral Agent shall be in writing and shall be deemed to be delivered upon
  receipt if delivered by hand or overnight courier or five days after mailing
  to the address (a) of the Borrower set forth below the Pledgor's execution of
  this Agreement, (b) of the Collateral Agent as first set forth above, with a
  copy to the Noteholders at the address set forth in the Note Purchase
  Agreement or (c) of the Pledgor or the Collateral Agent at such other address
  as the Pledgor or the Collateral Agent shall specify to the other in writing.

  21.       Governing Law;
  Jurisdiction.  This Agreement shall be governed by and construed in accordance
  with the laws of the State of New York.  The Pledgor consents to the
  nonexclusive jurisdiction and venue of the state or federal courts located in
  such state.  In the event of a dispute hereunder, suit may be brought against
  the Pledgor in such courts or in any jurisdiction where the Pledgor or any of
  its assets may be located.  Service of process by the Collateral Agent in
  connection with any dispute shall be binding on the Pledgor if sent to the
  Pledgor by registered mail at the address specified below or to such further
  address as the Pledgor  may specify to the Collateral Agent in writing.

  22.       Appointment of
  Collateral Agent.

  (a)        Each
  Noteholder and each Lender hereby appoints the Collateral Agent to act as its
  agent in connection with the administration of the Collateral.  The Collateral
  Agent shall hold all Collateral for the benefit of the Secured Lender Group. 
  The Collateral Agent may perform any of its functions and duties under this
  Agreement by or through any agents or any of its directors, officers or
  employees.  In performing any of its functions and duties under this
  Agreement, the Collateral Agent shall not be deemed to be acting as a trustee
  for, or partner of, the Lenders or the Noteholders or to have assumed any
  relationship of agency, trust or partnership with or for the Pledgor.  The
  Collateral Agent may resign at any time by giving written notice thereof to
  all the Lenders, the Noteholders and the Pledgor.  Upon such resignation, the
  Requisite Lenders shall have the right to appoint a successor Collateral
  Agent.  If no successor Collateral Agent shall have been so appointed by the
  Requisite Lenders,  and shall have accepted such appointment within thirty
  (30) days after the retiring Collateral Agent's giving of notice of
  resignation, then the retiring Collateral Agent may, on behalf of all the
  Secured Parties, appoint a successor Collateral Agent.  Such successor
  Collateral Agent shall thereupon succeed to and become vested with all the
  rights, powers, privileges, duties and obligations of the retiring Collateral
  Agent, and the retiring Collateral Agent shall be discharged from its duties
  and obligations thereafter under this Agreement.  The Collateral Agent shall
  continue to perform its duties hereunder until a successor Collateral Agent
  shall have been appointed and accepts such appointment in writing.  After any
  retiring Collateral Agent's resignation, the provisions of this Section 22,
  including, without limitation, the indemnity provisions of Subsection 22(h)
  hereof, shall inure to its benefit as to any actions taken or omitted to be
  taken by it while it was Collateral Agent under this Agreement.

  (b)        The
  Collateral Agent makes no representation or warranty with respect to, and
  assumes no responsibility for (a) the validity, genuineness, legality,
  enforceability, sufficiency, or due execution of this Agreement against the
  Pledgor, (b) the existence or value of any of the Collateral, (c) any
  representations or warranties made by or on behalf of the Borrowers, (d) any
  obligations to be performed or observed by the Borrowers under the terms of
  the Bank Credit Agreement, the Note Purchase Agreement, this Agreement and any
  other document executed and delivered in connection with any of the foregoing,
  (e) the collectibility of the Liabilities, or (f) the financial condition of
  the Borrowers.

  (c)        Each
  of the Noteholders represents, warrants, and acknowledges that it has
  independently reviewed and approved all financial and other information
  necessary to make an independent decision with respect to the Noteholder
  Liabilities, this Agreement, and the creditworthiness of the Borrowers, and
  that it did not rely upon any statement or representation by the Collateral
  Agent or any Lender with respect to Noteholder Liabilities, the Collateral,
  the Borrowers, or otherwise in making any decisions with respect to this
  Agreement, the Note Purchase Agreement or otherwise.

  (d)        The
  Collateral Agent shall not collect any payments for the benefit of the
  Noteholders other than payments received from the disposition of the
  Collateral except as provided in the Intercreditor Agreement among the
  Lenders, the Noteholders and the Collateral Agent dated of even date herewith,
  as the same may be amended or supplemented from time to time the "Intercreditor
  Agreement").

  (e)        The
  Collateral Agent shall remit to each Lender such Lender's Share (as defined
  below) and to each Noteholder such Noteholder's Share (as defined below), its
  ratable percentage of the proceeds received from the distribution of any
  Collateral without discrimination or preference, with any balance remaining
  after such distribution among the Lenders and the Noteholders to be
  distributed to whomever is entitled thereto, or as a court of competent
  jurisdiction may direct.  With respect to each Lender, such Lender's Share
  means, with respect to any Lender as of any time, the quotient obtained by
  dividing (i) the sum of the outstanding principal amount of the Bank
  Liabilities at such time owed to such Lender and such Lender's percentage of
  the Letters of Credit outstanding under the Bank Credit Agreement, by (ii) the
  total outstanding Liabilities at such time, and subtracting therefrom, any
  unpaid amounts owed by such Lender to the Collateral Agent pursuant to
  Subsection (g) or (h) below.  With respect to each Noteholder, such
  Noteholder's Share means the quotient obtained by dividing (A) the outstanding
  Noteholder Liabilities owed to such Noteholder at such time by (B) the total
  outstanding Liabilities at such time and subtracting therefrom, any unpaid
  amounts owed by such Noteholder to the Collateral Agent pursuant to Subsection
  (g) or (h) below.  "Bank Liabilities" and "Liabilities" shall include, without
  limitation, any obligations of the Borrowers pursuant to any Hedge Agreements,
  as defined in the Bank Credit Agreement.

  (f)        
  Prior to any remittance thereof to Lenders or the Noteholders, any sums owed
  to any Lender or Noteholder hereunder shall be held in trust on behalf of such
  Lender or Noteholder; provided, however, no fiduciary relationship shall
  thereby be created between the Collateral Agent, and such Lender or Noteholder,
  and (subject in the case of the Lenders to the Bank Credit Agreement) the
  Collateral Agent's sole duties and responsibilities to the Lenders or
  Noteholders with respect to such sums or otherwise shall be as set forth in
  this Agreement.

  (g)        Each
  Lender and each Noteholder shall pay to the Collateral Agent, on demand, such
  Lender's or Noteholder's ratable share of the amount of any and all
  out-of-pocket expenses or costs (other than ordinary general and
  administrative expenses normally borne by the Collateral Agent), including,
  without limitation, attorneys', accountants', examiners', financial advisors',
  and auditors' fees and expenses and any indemnities (to the extent set forth
  in Subsection 22(h), below, incurred by the Collateral Agent in connection
  with the enforcement of this Agreement or the protection or preservation of
  the Collateral, for which the Collateral Agent is not reimbursed by or on
  behalf of the Borrowers.  For purposes hereof, the Collateral Agent shall be
  deemed not to have been reimbursed by the Borrowers for any of the foregoing
  if payment of such costs or expenses is not made by or on behalf of the
  Borrowers upon demand by the Collateral Agent.

  (h)        Each
  Lender, each Noteholder and the Collateral Agent agrees to indemnify the
  Collateral Agent from and against any and all liabilities, obligations,
  losses, damages, penalties, actions, judgments, suits, costs, expenses or
  disbursements of any kind or nature whatsoever, which may be imposed, incurred
  by or asserted against the Collateral Agent, in any way relating to or arising
  out of this Agreement, or any action taken or omitted by the Collateral Agent,
  under or in connection with the foregoing; provided, however, no Lender or
  Noteholder shall be liable for the payment of any portion of such liabilities,
  obligations, losses, damages, penalties, actions, judgments, suits, costs,
  expenses or disbursements resulting from the Collateral Agent's gross
  negligence or willful misconduct.  The agreements in this Section shall
  survive repayment of the Liabilities and the termination of this Agreement.
  

  23.       Secured Lender Group
  Release.  Pursuant to a General Security Agreement dated of even date herewith
  executed by each of the Borrowers, respectively, in favor of the Collateral
  Agent for the benefit of the Secured Lender Group (collectively, the "Security
  Agreement"), the Borrowers granted to the Collateral Agent, for the benefit of
  the Secured Lender Group and the Collateral Agent, a security interest in,
  among other things, all personal property of the Borrowers, including without
  limitation, all securities and investment property of the Borrowers.  To the
  extent the security interest granted under the Security Agreement covers one
  hundred percent (100%) of all issued and outstanding stock of Renown
  Specialties Company Ltd., all of which stock is owned by the Pledgor, the
  Collateral Agent and the Secured Lender Group hereby release the security
  interest in thirty-five percent (35%) of all issued and outstanding stock of
  Renown Specialties Company Ltd. as evidenced by Stock Certificate No. C-3 for
  35 shares.

  [The remaining
  space intentionally left blank]

  IN WITNESS WHEREOF, the Pledgor
  has executed this instrument or has caused this instrument to be duly executed
  as of _______________________, 2005.

  	
       
	
       GIBRALTAR STEEL CORPORATION OF NEW
      YORK

	
      Address for notices:
	
       

	
      c/o Gibraltar Industries, Inc.
	
      By:            
                                                                       
      

	
      3556 Lakeshore Road
	
      Name:  

	
      PO Box 2028
	
      Title:     

	
      Buffalo, NY  14219-0228
	
       

	
      Telecopier No. (716) 826-1589 
      
	
       



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       2002 Noteholder:

	 	
      THE PRUDENTIAL INSURANCE COMPANY OF
      AMERICA

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	
      	
       200 Noteholders:

	
      	
      THE PRUDENTIAL INSURANCE COMPANY OF
      AMERICA

	
      	
      

	
      	
       By:            
                                                                       
      

	
      	
       Name:  

	
      	
       Title:     

	
      	
       

	
      	
       PRUCO LIFE INSURANCE COMPANY

	
      	
       

	
      	
      by:            
                                                                       
      
	
      	
      Name:  
	
      	
      Title:     


   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       KEYBANK NATIONAL ASSOCIATION,

	 	
       as Collateral Agent and Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       JPMORGAN CHASE BANK, N.A.,

	 	
       as Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       HARRIS TRUST & SAVINGS BANK,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
      HSBC BANK USA, NATIONAL ASSOCIATION,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       MANUFACTURERS AND TRADERS TRUST
      COMPANY,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
      US BANK, NATIONAL ASSOCIATION,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       FLEET NATIONAL BANK, a

	 	
       Bank of America Company

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  Scott W. Vokey

	 	
       Title:     Vice President



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       NATIONAL CITY BANK OF PENNSYLVANIA,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



   

  	
       Accepted and agreed to as of the date
      first above written.
	
       

	 	
       COMERCIA BANK,

	 	
       as a Lender

	 	
       

	 	
       By:            
                                                                       
      

	 	
       Name:  

	 	
       Title:     



  Schedule  A

  To Pledge
  Security Agreement

  Subsidiary
  Guarantors

  	
      Air Vent Inc.
	
      Delaware

	
      Appleton Supply Co., Inc.
	
      Delaware

	
      B&W Heat Treating Corp.
	
      Nova Scotia

	
      B&W Leasing, LLC
	
      Delaware

	
      B & W of Michigan, Inc.
	
      Delaware

	
      Brazing Concepts Company
	
      Michigan

	
      Carolina Commercial Heat Treating,
      Inc.
	
      Nevada

	
      Cleveland Pickling, Inc.
	
      Delaware

	
      Construction Metals Inc.
	
      California

	
      Gibraltar International, Inc.
	
      Delaware

	
      Gibraltar Strip Steel, Inc.
	
      Delaware

	
      GSCNY Corp.
	
      Delaware

	
      Harbor Metal Treating Co.
	
      Michigan

	
      Harbor Metal Treating of Indiana, Inc.
	
      Michigan

	
      Hi-Temp Heat Treating, Inc.
	
      Delaware

	
      K & W Metal Fabricators, Inc.
	
      Colorado

	
      Pennsylvania Industrial Heat Treaters,
      Inc.
	
      Pennsylvania

	
      SCM Metal Products, Inc.
	
      Delaware

	
      Solar Group, Inc.
	
      Delaware

	
      Solar of Michigan, Inc.
	
      Delaware

	
      Southeastern Metals Manufacturing
      Company, Inc.
	
      Florida

	
      United Steel Products Company, Inc.
	
      Minnesota

	
      WM. R. Hubbell Steel Corporation
	
      Illinois



  
   

  Exhibit D-1

  SOLVENCY
  CERTIFICATE

  The undersigned hereby certifies
  to KeyBank National Association, as Agent ("Agent") that he is the
  ______________________ of Gibraltar Industries, Inc., a corporation formed
  under the laws of Delaware ("Company"), and that I am familiar with its
  properties, business and assets and am authorized to execute this certificate
  on behalf of the Company in connection with the Credit Agreement dated as of
  April 1, 2005 among the Company, KeyBank National Association, as
  Administrative Agent, Swingline Lender, Letter of Credit Issuer, Lead Arranger
  and Bookrunner, JPMorgan Chase Bank, N.A. as Syndication Agent and Letter of
  Credit Issuer, Harris Trust and Savings Bank, as Co-Documentation Agent, HSBC
  Bank USA, National Association, as Co Documentation Agent, Manufacturers and
  Traders Trust Company, as Co-Documentation Agent and the Lenders named therein
  ("Credit Agreement").  I do hereby further certify to the Agent that:

  1.         As of the date
  hereof, after taking into account the transactions contemplated by the other
  Credit Documents, as defined in the Credit Agreement, the fair value of any
  and all property of each of the Company and the Company and its Subsidiaries
  (as defined into Credit Agreement) taken as a whole is greater than the total
  amount of liabilities, including contingent liabilities, of the Company and
  the Company and its Subsidiaries taken as a whole, respectively.

  2.         As of the date
  hereof, after taking into account the transactions contemplated by the Credit
  Agreement and the other Credit Documents, the present fair salable value of
  the assets of each of the Company and the Company and its Subsidiaries taken
  as a whole is not less than the amount that will be required to pay the
  probable liability of each of the Company and the Company and its Subsidiaries
  taken as a whole, respectively, on its existing debts as they become absolute
  and matured.

  3.         In reaching the
  conclusions set forth in paragraph 2 and 3 above, we have considered, among
  other things:

  (a)        the
  cash and other current assets of the Company reflected in the Company's
  Opening Pro Forma and Projected Balance Sheets reflecting the transactions
  contemplated by the Credit Agreement, copies of which have been delivered to
  the Agent ("Balance Sheets"); 

  (b)        the
  most recent asset appraisal reports, concerning the fair market value of the
  assets of the Company;

  (c)        the
  experience of management of the Company in operating the Company's business;
  and

  (d)        all
  contingent liabilities of the Company and its Subsidiaries known to me,
  including, among other things, claims arising out of, pending, or to our
  knowledge, threatened litigation against the Company and its Subsidiaries and
  pension liabilities.

  4.         As of the date
  hereof, after taking into account the transactions contemplated by the Credit
  Documents, each of the Company, and the Company and its Subsidiaries taken as
  a whole, is able to realize upon its assets and pay its debts and other
  liabilities, contingent obligations and other commitments as they mature in
  the normal course of business.  In reaching the conclusion set forth in this
  paragraph, we have considered, among other things:

  (a)        the
  cash and other current assets of the Company reflected in the Balance Sheets;

  (b)        the
  historical and anticipated income stream generated by the Company and its
  Subsidiaries, as reflected in, among other things, the Cash Flow Projections;
  and

  (c)        the
  customary terms of trade payables in the business in which the Company is
  engaged.

  5.         As of the date
  hereof, after taking into account the transactions contemplated by the Credit
  Documents, neither the Company, nor the Company and its Subsidiaries taken as
  a whole, has an unreasonably small capital or will be left with an
  unreasonably small capital.  In reaching the conclusion set forth in this
  paragraph, we have considered, among other things, the level of capital
  customarily maintained by other entities engaged in the business in which the
  Company is engaged.

  6.         For purposes of this
  Certificate, the amount of contingent liabilities at any time shall be
  computed as the amount that, in light of all of the relevant facts and
  circumstances existing at such time, represents the amount that can reasonably
  be expected to become an actual or matured liability.

  IN WITNESS WHEREOF, I have
  executed this certificate in my capacity as an officer of the Company this 1st
  day of April, 2005.

  	
       
	
      GIBRALTAR INDUSTRIES, INC.

	
       
	
       

	
       
	
      By:___________________________

	
       
	
      Name:  

	
       
	
      Title:     



   

  Exhibit D-2

  BORROWER'S
  CLOSING CERTIFICATE

              GIBRALTAR INDUSTRIES, INC. ("Company") hereby
  certifies to KeyBank National Association, as Agent ("Agent") for the benefit
  of the Lenders, in accordance with the provisions of a Credit Agreement among
  the undersigned, KeyBank National Association, as Administrative Agent,
  Swingline Lender, Letter of Credit Issuer, Lead Arranger and Bookrunner,
  JPMorgan Chase Bank, N.A. as Syndication Agent and Letter of Credit Issuer,
  Harris Trust and Savings Bank, as Co-Documentation Agent, HSBC Bank USA,
  National Association, as Co Documentation Agent, Manufacturers and Traders
  Trust Company, as Co-Documentation Agent and the Lenders named therein, dated
  as of April 1, 2005, as the same from time to time may be amended,
  supplemented or otherwise modified ("Agreement") that:

  (i)         the
  Company has complied in all material respects with all the terms, covenants
  and conditions of the Agreement which are binding upon the Company;

  (ii)       
  there exists no Event of Default or Default, as defined in the Agreement; 

  (iii)       no
  Material Adverse Effect has occurred and is continuing; and

  (iv)       the
  representations and warranties contained in the Agreement are true in all
  material respects on the date hereof.

              WITNESS the signature of the undersigned duly
  authorized officer of Company on this ____ day of ________________, ____.

  	
       
	
      GIBRALTAR INDUSTRIES, INC.

	
       
	
       

	
       
	
      By:___________________________

	
       
	
      Name:  

	
       
	
      Title:     



  
   

  SCHEDULE 1-A
  

  LENDERS

  	
      
      Percentage
	
      
      Commitment
	
      
      Name and Notice Address

	
      
       
	
      
       
	
      
       

	
      
      .15%
	
      
      $37,500,000
	
      KEYBANK NATIONAL ASSOCIATION

      50 Fountain Plaza, 5th Floor

      Buffalo, New York 14202

      Telephone No. (716) 847-2330

      Facsimile No. (716) 847-7897

	
      
       
	
      
       
	
       

	
      
      .12%
	
      
      $30,000,000
	
      MANUFACTURERS AND TRADERS TRUST
      COMPANY

      One Fountain Plaza, 12th Floor

      Buffalo, New York 14203

      Telephone No. (716) 848-7003

      Facsimile No. (716) 848-7318

	
      
       
	
      
       
	
       

	
      
      .11%
	
      
      $27,500,000
	
      HARRIS TRUST & SAVINGS BANK

      111 W. Monroe - 111/10W

      Chicago, Illinois 60603

      Telephone No. (313) 461-5739

      Facsimile No. (313) 461-2891

	
      
       
	
      
       
	
       

	
      
      .11%
	
      
      $27,500,000
	
      HSBC BANK USA, NATIONAL ASSOCIATION

      One HSBC Center, Lobby Level

      Buffalo, New York 14203

      Telephone No. (716) 841-0962

      Facsimile No. (716) 855-0384

	
      
       
	
      
       
	
       

	
      
      .11%
	
      
      $27,500,000
	
      JPMORGAN CHASE BANK, N.A.

      2300 Main Place Tower

      Buffalo, New York 14202

      Telephone No. (716) 858-1418

      Facsimile No. (716) 843-4939

	
      
       
	
      
       
	
       

	
      
      .11%
	
      
      $27,500,000
	
      US BANK, NATIONAL ASSOCIATION

      US Bank Centre

      1350 Euclid Avenue, 8th Floor

      Cleveland, Ohio 44115

      Telephone No. (216) 623-9233

      Facsimile No. (216) 623-9208

	
      
       
	
      
       
	
       

	
      
      .11%
	
      
      27,500,000
	
      BANK OF AMERICA

      100 Federal Street, MA5-100-09-08

      Boston, Massachusetts

      Telephone No. (617) 434-4067

      Facsimile No. (617) 434-3642

	
      
       
	
      
       
	
       

	
      
      .11%
	
      
      $27,500,000
	
      NATIONAL CITY BANK OF PENNSYLVANIA

      20 Stanwix Street, Locator 25-192

      Pittsburgh, Pennsylvania 15222-1323

      Telephone No. (412) 644-8007

      Facsimile No. (412) 644-6224

	
      
       
	
      
       
	
       

	
      
      .07%
	
      
      $17,500,000
	
      COMERICA BANK

      One Detroit Center

      500 Woodward Avenue, 

      9th Floor, MC 3279

      Detroit, Michigan 48275-3279

      Telephone No. (313) 222-3647

      Facsimile No. (313) 222-3330



  
                                                                                              
  

  


  SCHEDULE 1-B

  
  ADMINISTRATIVE AGENT ADDRESS

              KeyBank National Association

              KeyCenter

              127 Public Square

              Cleveland, Ohio  44114

              Attention:  Laurie A. Landes

              Telecopier No.  (216) 689-0412

              Telephone No.  (216) 689-5926

              Email:  laurie_a_landes@keybank.com

  


 

SCHEDULE 1-C

JPMorgan Chase
Letters of Credit

	
       

      	
      

      L/C Number
	
      

      Date
	
      

      Beneficiary
	
       
	
      

      Amount
	
      Expiry 

      Date

	
    1.
	
    R-615893
	
    11/26/04
	
    DM (Asia) Limited
	
    $
	
    2,750,000
	
    12/31/05

	
    2.
	
    T-227639
	
    7/11/02
	
    Employers Insurance Company of Wausau, 

    H.O. Financial Credit
	
    $
	
    3,370,000
	
    7/15/05

	
    3.
	
    T-245117
	
    1/30/04
	
    Zurich American Insurance Company
	
    $
	
       400,000
	
    1/31/06

	
    4.
	
    T-250646
	
    9/14/04
	
    The North River Insurance Company
	
    $
	
    1,000,000
	
    9/13/05

	
    5.
	
    506797
	
     
	
    Steamship Guaranty
	
    $
	
    4,694.40
	
     



 

SCHEDULE 6.1

PRUDENTIAL
AMENDMENT DOCUMENTS

Amended and Restated Note Purchase Agreement dated as of
April 1, 2005 with respect to the 5.75% Senior Secured Notes due June 17, 2011

Amended and Restated Note Purchase Agreement dated as of
April 1, 2005 with respect to the 7.35% Senior Secured Notes due July 3, 2007

Amended and Restated Subordinated Note Purchase Agreement
dated as of April 1, 2005 with respect to the 8.98% Senior Subordinated Notes
due January 3, 2008

 

SCHEDULE 7.1

SUBSIDIARIES

1.         The following Subsidiaries are wholly-owned
directly by Gibraltar Steel Corporation of New York which, in turn, is
wholly-owned by Gibraltar Industries, Inc.:

                       Air Vent, Inc.

                        B&W of Michigan, Inc.

                        Brazing Concepts Company

                        Carolina Commercial Heat Treating,
Inc.

                        Construction Metals, Inc.

                        GIT Limited*

                        GSCNY Corp.


                        GSC Flight Services Corp.*

                        Gibraltar International, Inc.

                        Harbor Metal Treating Co.

                        Harbor Metal Treating of Indiana,
Inc.

                        Hi-Temp Heat Treating, Inc.

                        K&W Metal Fabricators, Inc.

                        Milcor, Inc. *

                        Pennsylvania Industrial Heat
Treaters, Inc.

                        Renown Specialties Company Ltd.

                        SCM Metal Products, Inc.

                        Solar of Michigan, Inc.

                        Southeastern Metals Manufacturing
Company, Inc.

                        United Steel Products Company, Inc.

                        Wm. R. Hubbell Steel Corporation

2.         
The following Subsidiaries are directly and wholly-owned by Gibraltar
Industries, Inc. 

                        Appleton Supply Co., Inc.

                        Cleveland Pickling, Inc.

                        Gibraltar Strip Steel, Inc.

                        Solar Group, Inc.

3.         The remainder of the Subsidiaries are owned as
follows:

	
    Subsidiary
	
    Direct Ownership
	
    Indirect Ownership

	
     
	
     
	
     

	
    B&W Heat Treating Corp.
	
    Gibraltar International, Inc. 100%
	
    GSCNY**- 100%

	
    B&W Leasing, LLC
	
    B&W of Michigan, Inc.  100%
	
    GSCNY-100%

	
    Portals Plus, Incorporated*
	
    Milcor, Inc.  100%
	
    GSCNY- 100%



4.         
Gibraltar Construction Products, Inc.* is currently inactive and no shares of
the company's stock are issued and outstanding.

                *  Not a Subsidiary Guarantor

              **  GSCNY= Gibraltar Steel Corporation of New
York 



SCHEDULE 9.3

EXISTING LIENS

            (a).       mortgages on real property owned by
the Borrowers and the Subsidiaries securing an amount not to exceed $10,000,000
in the aggregate;

            (b).       pari-passu first lien on the
Collateral in favor of the holders of (i) the $25,000,000 Senior Secured Notes
due July 3, 2007 issued pursuant to the Note Purchase Agreement dated as of June
28, 2002 and (ii) the $75,000,000 Senior Secured Notes due June 17, 2011 issued
pursuant to the Note Purchase Agreement dated as of June 18, 2004;

            (c).       Liens in connection with the
guaranty by Gibraltar Industries, Inc. f/k/a Gibraltar Steel Corporation of
certain obligations of  Brazing Concepts Company not to exceed $1,900,000.

            (d).       Liens referenced in the attached UCC
search prepared by the Lender.

 

SCHEDULE 9.4

PERMITTED
INDEBTEDNESS

(a)        Indebtedness of Brazing
Concepts Company to Bank One Michigan in an amount not exceeding $1,900,000;

(b).       Leases secured by the
UCC Financing Statements referenced on Schedule 9.3.

(c).       Indebtedness of
Gibraltar Steel Corporation and Gibraltar Steel Corporation of New York to The
Prudential Insurance Company of America as follows: (i) $25,000,000 under the
Senior Secured Notes due June July 3, 2007 issued pursuant to the Note Purchase
Agreement dated as of June 28, 2002, (ii) $75,000,000 under the Senior Secured
Notes due June 17, 2011 issued pursuant to the Note Purchase Agreement dated as
of June 18, 2004 (collectively, with the notes described in Subsection 1, the
"Senior Secured Notes"), and (iii) $25,000,000 under Subordinated Notes due
January 3, 2008 issued pursuant to the Subordinated Note Purchase Agreement
dated as of July 3, 2002.

 

SCHEDULE 9.5


INVESTMENTS/GUARANTIES

            I.          Investments

(a).       Joint
venture resulting from the purchase by GSCNY Corp. of a 50% membership interest
in Gibraltar DFC Strip Steel, LLC from the Duferco Farrell Corp. pursuant to
that certain Membership Purchase Agreement by and between GSCNY Corp., Duferco
Farrell Corp. and Duferco Participations Holding Limited dated December 1, 2003;

(b).      
Gibraltar Industries, Inc. owns 35 (35 of 100) issued and outstanding shares of
common stock of Cleveland Pickling, Inc.

II.         Guaranties

(a).      
Guaranty by Gibraltar Industries, Inc. f/k/a Gibraltar Steel Corporation of
certain Indebtedness of Brazing Concepts Company not to exceed $1,900,000.

 

SCHEDULE 9.10

TRANSACTIONS WITH
AFFILIATES

None