Exhibit 10.1
                                                                    ------------


                                                                EXECUTION COPY



                                  $450,000,000


                      AMENDED AND RESTATED CREDIT AGREEMENT


                         Dated as of September 28, 2006

                                      Among

                    BUILDING MATERIALS CORPORATION OF AMERICA

                                   as Borrower

                                       and

                  THE INITIAL LENDERS, INITIAL ISSUING BANK AND
                          SWING LINE BANK NAMED HEREIN

          as Initial Lenders, Initial Issuing Bank and Swing Line Bank

                                       and

                               CITICORP USA, INC.

             as Collateral Monitoring Agent and Administrative Agent

                                       and

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                          DEUTSCHE BANK SECURITIES INC.

                 as Joint Lead Arrangers and Joint Book Managers

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                              as Syndication Agent

                                       and

         THE CIT GROUP/BUSINESS CREDIT, INC., JPMORGAN CHASE BANK, N.A.
                             AND WACHOVIA BANK, N.A.

                           as Co-Documentation Agents

<PAGE>
                        T A B L E    O F    C O N T E N T S

<TABLE>
<S>                                                                                                           <C>
SECTION                                                                                                        PAGE

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms...............................................................................2
SECTION 1.02. Computation of Time Periods; Other Definitional Provisions.........................................38
SECTION 1.03. Accounting Terms...................................................................................38
SECTION 1.04. Currency Equivalents Generally.....................................................................38

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES
                            AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and the Letters of Credit.............................................................38
SECTION 2.02. Making the Advances................................................................................40
SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit.................................42
SECTION 2.04. Repayment of Advances..............................................................................44
SECTION 2.05. Termination or Reduction of the Commitments........................................................45
SECTION 2.06. Prepayments........................................................................................46
SECTION 2.07. Interest...........................................................................................47
SECTION 2.08. Fees...............................................................................................48
SECTION 2.09. Conversion of Advances.............................................................................49
SECTION 2.10. Increased Costs, Etc...............................................................................50
SECTION 2.11. Payments and Computations..........................................................................52
SECTION 2.12. Taxes..............................................................................................55
SECTION 2.13. Sharing of Payments, Etc...........................................................................58
SECTION 2.14. Use of Proceeds....................................................................................58
SECTION 2.15. Defaulting Lenders.................................................................................58
SECTION 2.16. Evidence of Debt...................................................................................61
SECTION 2.17. Increase in Revolving Credit Commitments...........................................................62

                                   ARTICLE III

                            CONDITIONS OF LENDING AND
                         ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01. Conditions Precedent to Effectiveness of Amended and Restated Credit Agreement.....................63
SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and Renewal....................................66
SECTION 3.03. Determinations Under Section 3.01..................................................................67


<PAGE>
                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower.....................................................67

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants..............................................................................74
SECTION 5.02. Negative Covenants.................................................................................82
SECTION 5.03. Reporting Requirements.............................................................................94
SECTION 5.04. Financial Covenant.................................................................................98

                                   ARTICLE VI

                                EVENTS OF DEFAULT

SECTION 6.01. Events of Default..................................................................................98
SECTION 6.02. Actions in Respect of the Letters of Credit upon Default..........................................102

                                   ARTICLE VII

                                   THE AGENTS

SECTION 7.01. Authorization and Action..........................................................................103
SECTION 7.02. Agents' Reliance, Etc.............................................................................103
SECTION 7.03. CUSA and Affiliates...............................................................................104
SECTION 7.04. Lender Party Credit Decision......................................................................104
SECTION 7.05. Indemnification...................................................................................104
SECTION 7.06. Successor Agents..................................................................................105
SECTION 7.07. Appointment of Supplemental Collateral Monitoring Agents..........................................106
SECTION 7.08. The Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents...................107

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01. Amendments, Etc...................................................................................107
SECTION 8.02. Notices, Etc......................................................................................108
SECTION 8.03. No Waiver; Remedies...............................................................................109
SECTION 8.04. Costs and Expenses................................................................................110
SECTION 8.05. Right of Set-off..................................................................................112
SECTION 8.06. Binding Effect....................................................................................112
SECTION 8.07. Assignments and Participations....................................................................112
SECTION 8.08. Execution in Counterparts.........................................................................116


                                       ii
<PAGE>
SECTION 8.09. No Liability of the Issuing Bank..................................................................116
SECTION 8.10. Confidentiality...................................................................................117
SECTION 8.11. Release of Collateral.............................................................................117
SECTION 8.12. Jurisdiction, Etc.................................................................................117
SECTION 8.13. Governing Law.....................................................................................118
SECTION 8.14. Waiver of Jury Trial..............................................................................118
SECTION 8.15. Required Environmental Tasks......................................................................118
SECTION 8.16. Agreement to Comply With Court Order..............................................................119
SECTION 8.17. Patriot Act Notice................................................................................119
SECTION 8.18. Assignment by Existing Lenders....................................................................119

</TABLE>


SCHEDULES
Schedule I                -        Commitments and Applicable Lending Offices
Schedule II               -        Subsidiary Guarantors
Schedule III              -        Eligible Receivables Matters
Schedule IV               -        Receivable Obligor Matters
Schedule 4.01(a)          -        Equity Investors
Schedule 4.01(b)          -        Subsidiaries
Schedule 4.01(f)          -        Disclosed Litigation
Schedule 4.01(l)          -        Plans, Multiemployer Plans and Welfare Plans
Schedule 4.01(m)          -        Environmental Disclosure
Schedule 4.01(n)          -        Open Years
Schedule 4.01(p)          -        Surviving Debt
Schedule 4.01(q)          -        Liens
Schedule 4.01(r)          -        Owned Real Property
Schedule 4.01(s)(1)       -        Leased Real Property (Lessee)
Schedule 4.01(s)(2)       -        Leased Real Property (Lessor)
Schedule 4.01(t)          -        Investments
Schedule 4.01(u)          -        Intellectual Property
Schedule 4.01(v)          -        Material Contracts
Schedule 5.01(t)          -        Previously Mortgaged Properties
Schedule 5.02(e)          -        Excluded Assets
Schedule 8.15             -        Environmental Tasks and Related Items

EXHIBITS
Exhibit A       -     Form of Revolving Credit Note
Exhibit B       -     Form of Notice of Borrowing
Exhibit C       -     Form of Assignment and Acceptance
Exhibit D       -     Form of Solvency Certificate
Exhibit E       -     Form of Opinion of Counsel to the Loan Parties
Exhibit F-1     -     Form of Mortgage
Exhibit F-2     -     Form of Mortgage Amendment
Exhibit G       -     Form of Borrowing Base Certificate
Exhibit H       -     Approval Order
Exhibit I       -     Form of Opinion of Marc J. Kurzman, acting General
                       Counsel to the Borrower


                                      iii
<PAGE>
                      AMENDED AND RESTATED CREDIT AGREEMENT

                  AMENDED AND RESTATED CREDIT AGREEMENT (this "AGREEMENT") dated
as of September 28, 2006 among BUILDING MATERIALS CORPORATION OF AMERICA, a
Delaware corporation (the "BORROWER"), the banks, financial institutions and
other institutional lenders listed on the signature pages hereof as the Initial
Lenders (the "INITIAL LENDERS"), the financial institution listed on the
signature pages hereof as the Initial Issuing Bank (the "INITIAL ISSUING BANK")
and the financial institution listed on the signature pages hereof as the
Initial Swing Line Bank (the "INITIAL SWING LINE BANK" and, together with the
Initial Lenders and the Initial Issuing Bank, the "INITIAL LENDER PARTIES"),
CITICORP USA, INC. as collateral monitoring agent (in such capacity, together
with any successor collateral agent appointed pursuant to Article VII, the
"COLLATERAL MONITORING AGENT") for the Secured Parties (as hereinafter defined),
and as administrative agent (in such capacity, together with any successor
administrative agent appointed pursuant to Article VII, the "ADMINISTRATIVE
AGENT"), CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC., as
joint lead arrangers (in such capacities, the "JOINT LEAD ARRANGERS") and joint
book managers, DEUTSCHE BANK SECURITIES INC., as syndication agent (the
"SYNDICATION AGENT"), and THE CIT GROUP/BUSINESS CREDIT, INC., JPMORGAN CHASE
BANK, N.A. AND WACHOVIA BANK, N.A., as co-documentation agents (collectively,
the "CO-DOCUMENTATION AGENTS", and together with the Collateral Monitoring
Agent, the Administrative Agent, the Joint Lead Arrangers and the Syndication
Agent, the "AGENTS"), for the Lender Parties (as hereinafter defined).

PRELIMINARY STATEMENTS:

                  (1) The Borrower is party to a Credit Agreement dated as of
July 9, 2003 (as amended by the First Amendment thereto dated as of May 7, 2004,
the Second Amendment thereto dated as of July 12, 2004, the Third Amendment
thereto dated as of July 19, 2004, the Fourth Amendment thereto dated as of
November 5, 2004 and the Fifth Amendment thereto dated as of April 7, 2006, the
"EXISTING CREDIT AGREEMENT") with the agents and lenders party thereto.

                  (2) The Borrower currently has certain outstanding Debt (as
hereinafter defined), including, without limitation, (i) Debt under the Existing
Credit Agreement, (ii) certain 8% senior notes due 2007 (the "2007 NOTES"),
(iii) certain 8% senior notes due 2008 (the "2008 NOTES") and (iv) certain 7.75%
senior notes due 2014 (the "2014 NOTES").

                  (3) (a) This Agreement, on the terms and conditions set forth
herein, shall amend and restate the Existing Credit Agreement in its entirety as
of the Effective Date, (b) this Agreement shall not constitute a novation of the
obligations and liabilities existing under the Existing Credit Agreement or
evidence payment of all or any such obligations and liabilities and (c) from and
after the Effective Date, the Existing Credit Agreement shall be of no further
force and effect.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:

<PAGE>
                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

                  "ADMINISTRATIVE AGENT" has the meaning specified in the
         recital of parties to this Agreement.

                  "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
         Administrative Agent maintained by the Administrative Agent with
         Citibank, N.A. at its office at 388 Greenwich Avenue, New York, New
         York 10043, Account No. 36852248, Attention: Timothy Singles, or such
         other account as the Administrative Agent shall specify in writing to
         the Lender Parties.

                  "ADVANCE" means a Revolving Credit Advance, a Swing Line
         Advance or a Letter of Credit Advance.

                  "AFFILIATE" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to
         direct or cause the direction of the management and policies of such
         Person, whether through the ownership of Voting Interests, by contract
         or otherwise.

                  "AGENTS" has the meaning specified in the recital of parties
         to this Agreement.

                  "AGREEMENT VALUE" means, for each Hedge Agreement, on any date
         of determination, an amount determined by the Administrative Agent
         equal to: (a) in the case of a Hedge Agreement documented pursuant to
         the Master Agreement (Multicurrency-Cross Border) published by the
         International Swap and Derivatives Association, Inc. (the "MASTER
         AGREEMENT"), the amount, if any, that would be payable by any Loan
         Party or any of its Subsidiaries to its counterparty to such Hedge
         Agreement, as if (i) such Hedge Agreement was being terminated early on
         such date of determination, (ii) such Loan Party or Subsidiary was the
         sole "Affected Party", and (iii) the Administrative Agent was the sole
         party determining such payment amount (with the Administrative Agent
         making such determination pursuant to the provisions of the form of
         Master Agreement); (b) in the case of a Hedge Agreement traded on an
         exchange, the mark-to-market value of such Hedge Agreement, which will
         be the unrealized loss on such Hedge Agreement to the Loan Party or
         Subsidiary of a Loan Party party to such Hedge Agreement determined by
         the Administrative Agent based on the settlement price of such Hedge
         Agreement on such date of determination; or (c) in all other cases, the
         mark-to-market value of such Hedge Agreement, which will be the
         unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary
         of a Loan Party party to such Hedge Agreement determined by the


                                       2
<PAGE>
         Administrative Agent as the amount, if any, by which (i) the present
         value of the future cash flows to be paid by such Loan Party or
         Subsidiary exceeds (ii) the present value of the future cash flows to
         be received by such Loan Party or Subsidiary pursuant to such Hedge
         Agreement; capitalized terms used and not otherwise defined in this
         definition shall have the respective meanings set forth in the above
         described Master Agreement.

                  "AMORTIZATION BASKET" means $25 million in the aggregate in
         each Fiscal Year.

                  "APPLICABLE LENDING OFFICE" means, with respect to each Lender
         Party, such Lender Party's Domestic Lending Office in the case of a
         Base Rate Advance and such Lender Party's Eurodollar Lending Office in
         the case of a Eurodollar Rate Advance.

                  "APPLICABLE MARGIN" means (a) as of any date during the period
         commencing on the Effective Date and ending on the date which is the
         last day of the Borrower's first full fiscal quarter following the
         Effective Date, 1.50% per annum, and (b) as of any date thereafter, a
         rate per annum equal to the rate set forth below opposite the then
         applicable Leverage Ratio (determined on the last day of the Borrower's
         most recently ended fiscal quarter for which financial statements and
         other information were delivered pursuant to Section 5.03(b) or (c)):

           ----------------------------------------------------------
                                 Applicable Margin
           ---------------------------------------- -----------------
           Leverage Ratio:                          Rate:
           --------------                           ----

           ---------------------------------------- -----------------
           Equal to or less than 2.50 to 1.         1.25%

           ---------------------------------------- -----------------
           Greater than 2.50 to 1 and less than
           or equal to 4.25 to 1.                   1.50%

           ---------------------------------------- -----------------
           Greater than 4.25 to 1.                  1.75%
           ---------------------------------------- -----------------

                  Any change in the Applicable Margin resulting from a change in
         the Leverage Ratio on the last day of any subsequent fiscal quarter of
         the Borrower shall become effective as to all Advances on the date of
         delivery by the Borrower to the Administrative Agent of financial
         statements and other information pursuant to Section 5.03(b) or (c), as
         applicable, for the period ending on the last day of such subsequent
         fiscal quarter, provided, however, that the Applicable Margin shall be
         a rate of 1.75% per annum if the Borrower has failed to furnish to the
         Administrative Agent such financial statements and other information
         with respect to such fiscal quarter when required under Section 5.03(b)
         or (c), as applicable, in each case until such financial statements and
         other information have been furnished.

                  "APPLIED CREDITS" means credit balances that reduce the
         principal balance of non-delinquent Receivables of the Loan Parties
         owed by a particular obligor, to offset delinquent Receivables from
         such obligor which have been disputed and determined not to be owed by
         such obligor.

                                       3
<PAGE>
                  "APPROVED FUND" means any Fund that is administered or managed
         by (a) a Lender Party, (b) an Affiliate of a Lender Party or (c) an
         entity or an Affiliate of an entity that administers or manages a
         Lender Party.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
         entered into by a Lender Party and an Eligible Assignee, and accepted
         by the Administrative Agent, in accordance with Section 8.07 and in
         substantially the form of Exhibit C hereto.

                  "AVAILABLE AMOUNT" of any Letter of Credit means, at any time,
         the maximum amount available to be drawn under such Letter of Credit at
         such time (assuming compliance at such time with all conditions to
         drawing).

                  "AVAILABLE LIQUIDITY" means, on any date of determination, the
         sum of (i) the aggregate amount available to be drawn under the
         Facilities (taking into account the Loan Value amount at such time),
         and (ii) cash and Cash Equivalents held by the Borrower and its
         Subsidiaries (so long as such cash and Cash Equivalents are under the
         control of, and subject to a perfected security interest in favor of,
         the Collateral Agent for the benefit of the Secured Parties).

                  "BASE RATE" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                           (a) the rate of interest announced publicly by
                  Citibank, N.A. in New York, New York, from time to time, as
                  Citibank, N.A.'s base rate;

                           (b) the sum (adjusted to the nearest 1/4 of 1% or, if
                  there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%)
                  of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by
                  dividing (A) the latest three-week moving average of secondary
                  market morning offering rates in the United States for
                  three-month certificates of deposit of major United States
                  money market banks, such three-week moving average (adjusted
                  to the basis of a year of 360 days) being determined weekly on
                  each Monday (or, if such day is not a Business Day, on the
                  next succeeding Business Day) for the three-week period ending
                  on the previous Friday by Citibank, N.A. on the basis of such
                  rates reported by certificate of deposit dealers to and
                  published by the Federal Reserve Bank of New York or, if such
                  publication shall be suspended or terminated, on the basis of
                  quotations for such rates received by Citibank, N.A. from
                  three New York certificate of deposit dealers of recognized
                  standing selected by Citibank, N.A. by (B) a percentage equal
                  to 100% minus the average of the daily percentages specified
                  during such three-week period by the Board of Governors of the
                  Federal Reserve System (or any successor) for determining the
                  maximum reserve requirement (including, but not limited to,
                  any emergency, supplemental or other marginal reserve
                  requirement) for Citibank, N.A. with respect to liabilities
                  consisting of or including (among other liabilities)
                  three-month U.S. dollar non-personal time deposits in the
                  United States, plus (iii) the average during such three-week
                  period of the annual assessment rates estimated by Citibank,
                  N.A. for determining the then current annual assessment
                  payable by Citibank, N.A. to the Federal Deposit Insurance


                                       4
<PAGE>
                  Corporation (or any successor) for insuring U.S. dollar
                  deposits of Citibank, N.A. in the United States; and

                           (c) 1/2 of 1% per annum above the Federal Funds Rate.

                  "BASE RATE ADVANCE" means an Advance that bears interest as
         provided in Section 2.07(a)(i).

                  "BMCA HOLDINGS" means BMCA Holdings Corporation, a Delaware
         corporation.

                  "BORROWER" has the meaning specified in the recital of parties
         to this Agreement.

                  "BORROWER'S ACCOUNT" means the account of the Borrower
         maintained by the Borrower with Citibank, N.A. at its office at 399
         Park Avenue, New York, New York 10043, Account No. NY DDA 30541035
         Building Materials Corporation of America, or such other account as the
         Borrower shall specify in writing to the Administrative Agent.

                  "BORROWING" means a Revolving Credit Borrowing or a Swing Line
         Borrowing.

                  "BORROWING BASE CERTIFICATE" means a certificate in
         substantially the form of Exhibit G hereto, duly certified by a
         Responsible Financial Officer of the Borrower.

                  "BORROWING BASE DEFICIENCY" means, at any time, the failure of
         (a) the Loan Value at such time to equal or exceed (b) the sum of (i)
         the aggregate principal amount of the Revolving Credit Advances, the
         Letter of Credit Advances and the Swing Line Advances outstanding at
         such time plus (ii) the aggregate Available Amount under all Letters of
         Credit outstanding at such time.

                  "BUSINESS DAY" means a day of the year on which banks are not
         required or authorized by law to close in New York City and, if the
         applicable Business Day relates to any Eurodollar Rate Advances, on
         which dealings are carried on in the London interbank market.

                  "CAPITAL EXPENDITURES" means, for any Person for any period,
         all expenditures made, directly or indirectly, by such Person or any of
         its Subsidiaries during such period for equipment, fixed assets, real
         property or improvements, or for replacements or substitutions therefor
         or additions thereto, that have been or should be, in accordance with
         GAAP, reflected as additions to property, plant or equipment on a
         Consolidated balance sheet of such Person.

                  "CAPITALIZED LEASES" means all leases that have been or should
         be, in accordance with GAAP, recorded as capitalized leases.

                  "CASH COLLATERAL ACCOUNT" has the meaning specified in the
         Security Agreement.

                  "CASH DISCOUNT RESERVES" means those reserves against the
         principal balance of Receivables of the Loan Parties which represents
         anticipated cash discounts, as such reserves are reflected in the


                                       5
<PAGE>
         general ledger of such Loan Parties in accordance with their customary
         practice and otherwise acceptable to the Administrative Agent.

                  "CASH EQUIVALENTS" means any of the following, to the extent
         owned by the Borrower or any of its Subsidiaries free and clear of all
         Liens other than Liens created under the Collateral Documents (a)
         securities issued or fully guaranteed or insured by the United States
         government or any agency thereof, (b) certificates of deposit,
         eurodollar time deposits, overnight bank deposits and bankers'
         acceptances of any commercial bank organized under the laws of the
         United States, any state thereof, the District of Columbia, any foreign
         bank, or its branches or agencies that, at the time of acquisition, are
         rated at least "A-1" by S&P or "P-1" by Moody's, (c) commercial paper
         of an issuer rated at least "A-1" by S&P or "P-1" by Moody's or (d)
         shares of any money market fund that (i) has at least 95% of its assets
         invested continuously in the types of investments referred to in
         clauses (a), (b) and (c) above, (ii) has net assets of not less than
         $500 million and (iii) is rated at least "A-1" by S&P or "P-1" by
         Moody's; provided, however, that the maturities of all obligations of
         the type specified in clauses (a), (b) and (c) above shall not exceed
         360 days.

                  "CASUALTY EVENT" means the disposition of property pursuant to
         a condemnation proceeding or the destruction of property as a result of
         casualty.

                  "CERCLA" means the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, 42 U.S.C. 9601 et seq., as it
         may be as amended from time to time during the term of this Agreement.

                  "CERTAIN PERMITTED DISPOSITIONS" means, with respect to any
         assets of any Loan Party, any sale, lease, transfer or other
         disposition in connection with the following: (i) sales of Inventory in
         the ordinary course of its business and the granting of any option or
         other right to purchase, lease or otherwise acquire Inventory in the
         ordinary course of its business; (ii) sales, transfers or other
         dispositions of assets among Loan Parties; (iii) any such transaction
         that constitutes an investment in a Non-Recourse Subsidiary or other
         Subsidiary that is not a Loan Party permitted under Section
         5.02(f)(ii), (iv) any cash payment made by any Loan Party in the
         ordinary course of business; and (v) any Casualty Event.

                  "CFC" means an entity that is a controlled foreign corporation
         under Section 957 of the Internal Revenue Code.

                  "CHANGE OF CONTROL" means the occurrence of any of the
         following:

                           (a) prior to the time that at least 15% of the then
                  outstanding Voting Interests of the Parent, the Borrower, or
                  any Subsidiary of the Parent of which the Borrower is also a
                  Subsidiary is publicly traded on a national securities
                  exchange or in the NASDAQ (national market system), the
                  Permitted Holders cease to be the "beneficial owner" (as
                  defined in Rules 13d-3 and 13d-5 of the Securities and
                  Exchange Commission under the Securities Act of 1934, as
                  amended), directly or indirectly, of majority voting power of
                  the Voting Interests of the Borrower, whether as a result of


                                       6
<PAGE>
                  issuance of securities of the Borrower or any of its
                  Affiliates, any merger, consolidation, liquidation or
                  dissolution of the Borrower or any of its Affiliates, any
                  direct or indirect transfer of securities by any Permitted
                  Holder or by the Parent or any of its Subsidiaries or
                  otherwise (for purposes of this clause (a) and clause (b)
                  below, the Permitted Holders shall be deemed to beneficially
                  own any Voting Interests of a corporation (the "specified
                  corporation") held by any other corporation (the "parent
                  corporation") so long as the Permitted Holders beneficially
                  own (as so defined), directly or indirectly, a majority of the
                  Voting Interests of the parent corporation);

                           (b) any "Person" (as such term is used in sections
                  13(d) and 14(d) of the Securities and Exchange Commission
                  under the Securities Exchange Act of 1934, as amended), other
                  than one or more Permitted Holders, is or becomes the
                  beneficial owner (as defined in clause (a) above, except that
                  a Person shall be deemed to have "beneficial ownership" of all
                  shares that any such Person has the right to acquire, whether
                  such right is exercisable immediately or only after the
                  passage of time), directly or indirectly, of more than 35% of
                  the Voting Interest or Parent or the Borrower; provided that
                  the Permitted Holders beneficially own (as defined in clause
                  (a) above), directly or indirectly, in the aggregate a lesser
                  percentage of the Voting Interests of the Parent or the
                  Borrower than such other Person and do not have the right or
                  ability by voting power, contract or otherwise to elect or
                  designate for election a majority of the Board of Directors of
                  Parent or the Borrower; or

                           (c) during any period of two consecutive years,
                  individuals who at the beginning of such period constituted
                  the Board of Directors of the Borrower (together with any new
                  directors whose election by such Board or whose nomination for
                  election by the shareholders of the Borrower including
                  predecessors, was approved by a vote of a majority of the
                  directors of the Borrower then still in office who were either
                  directors at the beginning of such period or whose election or
                  nomination for election was previously so approved) cease for
                  any reason to constitute a majority of the Board of Directors
                  of the Borrower then in office.

                  "COLLATERAL" means all "Collateral" referred to in the
         Collateral Documents and all other property that is or is intended to
         be subject to any Lien in favor of the Collateral Agent for the benefit
         of the Secured Parties.

                  "COLLATERAL AGENT" means Citibank, N.A., in its capacity as
         collateral agent under the Collateral Documents.

                  "COLLATERAL AGENT AGREEMENT" means the Amended and Restated
         Collateral Agent Agreement, dated as of July 9, 2003, among the
         Borrower, each other Grantor party thereto, the Administrative Agent,
         the Collateral Monitoring Agent, each senior note trustee specified
         therein and the Collateral Agent, as amended supplemented or otherwise
         modified from time to time.

                                       7
<PAGE>
                  "COLLATERAL DOCUMENTS" means the Security Agreement, the
         Mortgages, the Collateral Agent Agreement, each of the collateral
         documents, instruments and agreements delivered pursuant to Section
         5.01(j), and each other agreement that creates or purports to create a
         Lien in favor of the Collateral Agent for the benefit of the Secured
         Parties.

                  "COLLATERAL MONITORING AGENT" has the meaning specified in the
         recital of parties to this Agreement.

                  "COMMITMENT" means a Revolving Credit Commitment or a Letter
         of Credit Commitment.

                  "CONFIDENTIAL INFORMATION" means information that any Loan
         Party furnishes to any Agent or any Lender Party on a confidential
         basis, but does not include any such information that is or becomes
         generally available to the public other than as a result of a breach by
         such Agent or any Lender Party of its obligations hereunder or that is
         or becomes available to such Agent or such Lender Party from a source
         other than the Loan Parties that is not, to the best of such Agent's or
         such Lender Party's knowledge, acting in violation of a confidentiality
         agreement with a Loan Party.

                  "CONSOLIDATED" refers to the consolidation of accounts in
         accordance with GAAP.

                  "CONTINGENT OBLIGATION" means, with respect to any Person, any
         Obligation or arrangement of such Person to guarantee or with the
         effect of guaranteeing any Obligations constituting Debt ("PRIMARY
         OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in any
         manner, whether directly or indirectly. The amount of any such
         Contingent Obligation shall be deemed to be an amount equal to the
         stated or determinable amount of the primary obligation in respect of
         which such Contingent Obligation is made (or, if less, the maximum
         amount of such primary obligation for which such Person may be liable
         pursuant to the terms of the instrument evidencing such Contingent
         Obligation) or, if not stated or determinable, the anticipated
         liability in respect thereof (assuming such Person is required to
         perform thereunder), as determined by such Person in accordance with
         generally accepted accounting principles.

                  "CONVERSION", "CONVERT" and "CONVERTED" each refer to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.09 or 2.10.

                  "CREDITORS' COMMITTEE" means any official committee of
         creditors appointed in G-I Holdings' bankruptcy proceedings.

                  "CURRENT ASSETS" of any Person means all assets of such Person
         that would, in accordance with GAAP, be classified as current assets of
         a company conducting a business the same as or similar to that of such
         Person, after deducting adequate reserves in each case in which a
         reserve is proper in accordance with GAAP.

                  "CUSA" means Citicorp USA, Inc.


                                       8
<PAGE>
                  "DEBT" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all Obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables and other accrued current liabilities
         incurred in the ordinary course of such Person's business and either
         (i) not overdue (to the knowledge of the Borrower exercising reasonable
         diligence) by more than the later to occur of (A) 90 days from the due
         date thereof and (B) 30 days from the date the Borrower becomes aware
         (exercising reasonable diligence) that such liability is overdue, or
         (ii) are being contested in good faith in an appropriate manner), (c)
         all Obligations of such Person evidenced by notes, bonds, debentures or
         other similar instruments, (d) all Obligations of such Person created
         or arising under any conditional sale or other title retention
         agreement with respect to property acquired by such Person, (e) all
         Obligations of such Person as lessee under Capitalized Leases, (f) all
         Obligations of such Person under acceptance, letter of credit or
         similar facilities, (g) all Obligations (other than pursuant to the
         2001 Long Term Incentive Plan in effect on the date hereof or similar
         plans) of such Person to purchase, redeem, retire, defease or otherwise
         make any payment in respect of any Equity Interests in such Person or
         any other Person or any warrants, rights or options to acquire such
         Equity Interests on or prior to the Termination Date, valued, in the
         case of Redeemable Preferred Interests, at the greater of its voluntary
         or involuntary liquidation preference plus accrued and unpaid
         dividends, (h) all Contingent Obligations and Off-Balance Sheet
         Obligations of such Person and (i) all indebtedness and other payment
         Obligations referred to in clauses (a) through (h) above of another
         Person secured by (or for which the holder of such Debt has an existing
         right, contingent or otherwise, to be secured by) any Lien on property
         (including, without limitation, accounts and contract rights) owned by
         such Person, even though such Person has not assumed or become liable
         for the payment of such indebtedness or other payment Obligations.

                  "DEBT FOR BORROWED MONEY" of any Person means, at any date of
         determination, all items that, in accordance with GAAP, would be
         classified as indebtedness on a Consolidated balance sheet of such
         Person at such date.

                  "DEFAULT" means any Event of Default or any event that would
         constitute an Event of Default but for the passage of time or the
         requirement that notice be given or both.

                  "DEFAULT INTEREST" has the meaning set forth in Section
         2.07(b).

                  "DEFAULTED ADVANCE" means, with respect to any Lender Party at
         any time, the portion of any Advance required to be made by such Lender
         Party to the Borrower pursuant to Section 2.01 or 2.02 at or prior to
         such time that has not been made by such Lender Party or by the
         Administrative Agent for the account of such Lender Party pursuant to
         Section 2.02(e) as of such time. In the event that a portion of a
         Defaulted Advance shall be deemed made pursuant to Section 2.15(a), the
         remaining portion of such Defaulted Advance shall be considered a
         Defaulted Advance originally required to be made pursuant to Section
         2.01 on the same date as the Defaulted Advance so deemed made in part.


                                       9
<PAGE>
                  "DEFAULTED AMOUNT" means, with respect to any Lender Party at
         any time, any amount required to be paid by such Lender Party to any
         Agent or any other Lender Party hereunder or under any other Loan
         Document at or prior to such time that has not been so paid as of such
         time, including, without limitation, any amount required to be paid by
         such Lender Party to (a) the Swing Line Bank pursuant to Section
         2.02(b) to purchase a portion of a Swing Line Advance made by the Swing
         Line Bank, (b) the Issuing Bank pursuant to Section 2.03(c) to purchase
         a portion of a Letter of Credit Advance made by the Issuing Bank, (c)
         the Administrative Agent pursuant to Section 2.02(e) to reimburse the
         Administrative Agent for the amount of any Advance made by the
         Administrative Agent for the account of such Lender Party, (d) any
         other Lender Party pursuant to Section 2.13 to purchase any
         participation in Advances owing to such other Lender Party and (e) any
         Agent or the Issuing Bank pursuant to Section 7.05 to reimburse such
         Agent or the Issuing Bank for such Lender Party's ratable share of any
         amount required to be paid by the Lender Parties to such Agent or the
         Issuing Bank as provided therein. In the event that a portion of a
         Defaulted Amount shall be deemed paid pursuant to Section 2.15(b), the
         remaining portion of such Defaulted Amount shall be considered a
         Defaulted Amount originally required to be paid hereunder or under any
         other Loan Document on the same date as the Defaulted Amount so deemed
         paid in part.

                  "DEFAULTING LENDER" means, at any time, any Lender Party that,
         at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b)
         shall take any action or be the subject of any action or proceeding of
         a type described in Section 6.01(f).

                  "DILUTION RESERVES" means reserves against the principal
         balance of Receivables of the Loan Parties, reflecting a variety of
         items including expected pricing disputes, returned goods, short
         shipments, freight claims, bad debts, and warranty deductions that
         exceed an amount equal to 5% of the aggregate balance at such time of
         all Eligible Receivables prior to giving effect to such Dilution
         Reserves.

                  "DISCLOSED LITIGATION" has the meaning specified in Section
         4.01(f).

                  "DJ ACTION" means (a) the adversary proceeding filed by G-I
         Holdings in the United States Bankruptcy Court for the District of New
         Jersey on February 27, 2001 against the Creditors' Committee in the G-I
         Holdings bankruptcy proceedings, consisting of an action seeking
         declaratory judgment that the Borrower has no successor liability for
         asbestos claims against G-I Holdings and that the Borrower is not the
         alter ego of G-I Holdings, and (b) the subsequent litigation associated
         with such action.

                  "DOMESTIC LENDING OFFICE" means, with respect to any Lender
         Party, the office of such Lender Party specified as its "Domestic
         Lending Office" opposite its name on Schedule I hereto or in the
         Assignment and Acceptance pursuant to which it became a Lender Party,
         as the case may be, or such other office of such Lender Party as such
         Lender Party may from time to time specify to the Borrower and the
         Administrative Agent.

                  "EBITDA" means, at any date of determination, the difference
         between (a) the sum, determined on a Consolidated basis, without
         duplication, of (i) net income (or net loss), (ii) interest expense,


                                       10
<PAGE>
         (iii) income tax expense, (iv) depreciation expense, (v) amortization
         expense, (vi) extraordinary losses (as reflected on the income
         statement of the Borrower), and (vii) all other non-recurring, non-cash
         charges (as reflected on the income statement of the Borrower), and (b)
         (i) any cash payments made with respect to any non-recurring, non-cash
         charges, taken in a prior period, and which were previously included
         under clause (a) above for purposes of this Agreement, in each case of
         the Borrower and its Subsidiaries, (ii) extraordinary gains (as
         reflected on the income statement of the Borrower), and (iii) all
         non-recurring non-cash gains (as reflected on the income statement of
         the Borrower), in each case, determined in accordance with GAAP for the
         applicable period.

                  "EFFECTIVE DATE" has the meaning specified in Section 3.01.

                  "ELIGIBLE ASSIGNEE" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; (d) a commercial bank organized under the
         laws of the United States, or any State thereof, and having total
         assets in excess of $2,000 million; (e) a savings and loan association
         or savings bank organized under the laws of the United States, or any
         State thereof, and having total assets in excess of $2,000 million; (f)
         a commercial bank organized under the laws of any other country that is
         a member of the OECD or has concluded special lending arrangements with
         the International Monetary Fund associated with its General
         Arrangements to Borrow or of the Cayman Islands, or a political
         subdivision of any such country, and having total assets in excess of
         $2,000 million, so long as such bank is acting through a branch or
         agency located in the country in which it is organized or another
         country that is described in this clause (f); (g) the central bank of
         any country that is a member of the OECD; (h) a finance company,
         insurance company or other financial institution or fund (whether a
         corporation, partnership, trust or other entity) that is engaged in
         making, purchasing or otherwise investing in commercial loans in the
         ordinary course of business and having a combined capital and surplus
         of at least $250 million and (i) any other Person (other than a natural
         person) approved by the Administrative Agent, the Issuing Bank and, so
         long as no Event of Default shall have occurred and be continuing at
         the time of effectiveness of such assignment, the Borrower (which
         approvals shall not be unreasonably withheld); provided that
         notwithstanding the foregoing, "Eligible Assignee" shall not include
         the Borrower or any of the Borrower's Affiliates or Subsidiaries or any
         of its competitors.

                  "ELIGIBLE COLLATERAL" means, collectively, Eligible Equipment,
         Eligible Inventory, Eligible Precious Metals, Eligible Real Property,
         Eligible Receivables and Eligible Supplies.

                  "ELIGIBLE EQUIPMENT" means the Equipment (excluding precious
         metals) of the Loan Parties, (a) that is owned by a Loan Party, and (b)
         with respect to which the representations and warranties applicable to
         such Equipment contained in any Loan Document are true and correct in
         all material respects, and, in each case, that the Administrative Agent
         deems to be Eligible Equipment, based on such credit and collateral
         considerations as the Administrative Agent may, in its sole discretion
         exercised reasonably, deem appropriate for this transaction. The value
         of such Equipment shall be determined by the Administrative Agent in
         its sole discretion taking into consideration, among other factors, its


                                       11
<PAGE>
         value. By way of example only, and without limiting the discretion of
         the Administrative Agent to consider any Equipment not to be Eligible
         Equipment, the Administrative Agent will consider any of the following
         classes of Equipment not to be Eligible Equipment:

                           (i) Equipment located on leaseholds as to which the
                  lessor has not entered into a consent and agreement providing
                  the Collateral Agent and the Collateral Monitoring Agent with
                  the right to receive notice of default, the right to repossess
                  such Equipment at any time and such other rights as may be
                  acceptable to the Collateral Agent and the Collateral
                  Monitoring Agent;

                           (ii) Equipment in respect of which the Security
                  Agreement, after giving effect to the related filings of
                  financing statements that have then been made, if any, does
                  not or has ceased to create a valid and perfected first
                  priority lien or security interest in favor of the Collateral
                  Agent securing the Secured Obligations; and

                           (iii) Equipment that is obsolete, unusable or
                  otherwise unmerchantable.

                  "ELIGIBLE INVENTORY" means the Inventory of the Loan Parties
         including raw materials, work-in-process, finished goods, parts and
         supplies (a) that is owned by a Loan Party, (b) with respect to which
         the Collateral Agent has a valid, perfected and enforceable Lien, (c)
         with respect to which the representations and warranties applicable to
         such Inventory contained in any Loan Document are true and correct in
         all material respects, (d) that is not obsolete, unmerchantable,
         unusable or otherwise unavailable for sale, and (e) with respect to
         which (in respect of any Inventory labeled with a brand name or
         trademark and sold by the applicable Loan Party pursuant to a trademark
         owned by such Loan Party or a license granted to such Loan Party) the
         Collateral Agent would have rights under such trademark or license
         pursuant to the Security Agreement or other agreement satisfactory to
         the Administrative Agent to sell such Inventory in connection with a
         liquidation thereof and, in each case, that the Administrative Agent
         deems to be Eligible Inventory based on such credit and collateral
         considerations as the Administrative Agent may, in its sole discretion
         exercised reasonably, deem appropriate for this transaction. The value
         of such Inventory shall be determined by the Administrative Agent in
         its sole discretion taking into consideration, among other factors, the
         lowest of its cost, its book value determined in accordance with GAAP
         and its Net Orderly Liquidation Value. By way of example only, and
         without limiting the discretion of the Administrative Agent to consider
         any Inventory not to be Eligible Inventory, the Administrative Agent
         will consider any of the following classes of Inventory not to be
         Eligible Inventory;

                           (i) Inventory located on leaseholds as to which the
                  lessor has not entered into a consent and agreement providing
                  the Collateral Agent and the Collateral Monitoring Agent with
                  the right to receive notice of default, the right to repossess
                  such Inventory at any time and such other rights as may be
                  acceptable to the Collateral Agent and the Collateral
                  Monitoring Agent unless a reserve satisfactory to the


                                       12
<PAGE>
                  Administrative Agent shall have been established with respect
                  thereto;

                           (ii) Inventory consisting of promotional, marketing,
                  packaging or shipping materials and supplies;

                           (iii) Inventory that fails to meet all standards
                  imposed by any governmental agency, or department or division
                  thereof, having regulatory authority over such Inventory or
                  its use or sale;

                           (iv) Inventory located outside the United States and
                  Canada;

                           (v) Subject to clause (i) above, Inventory that is
                  not in the possession of or under the sole control of the Loan
                  Parties; and

                           (vi) Inventory in respect of which the Security
                  Agreement, after giving effect to the related filings of
                  financing statements that have then been made, if any, does
                  not or has ceased to create a valid and perfected first
                  priority lien or security interest in favor of the Collateral
                  Agent for the benefit of the Secured Parties securing the
                  Secured Obligations.

                  "ELIGIBLE PRECIOUS METALS" means the platinum and rhodium of
         the Loan Parties (a) that is owned by a Loan Party, (b) with respect to
         which the representations and warranties applicable to such platinum
         and rhodium contained in any Loan Document are true and correct in all
         material respects, (c) with respect to which the Loan Parties have
         maintained reporting requirements and controls as to the custody of
         such metals that are satisfactory to the Administrative Agent, and, in
         each case, that the Administrative Agent deems to be Eligible Precious
         Metals based on such credit and collateral considerations as the
         Administrative Agent may, in its sole discretion exercised reasonably,
         deem appropriate for this transaction and for such assets. The value of
         such precious metals shall be determined by the Administrative Agent in
         its sole discretion taking into consideration any and all factors the
         Administrative Agent may deem appropriate for such purposes. By way of
         example only, and without limiting the discretion of the Administrative
         Agent to consider any precious metals not to be Eligible Precious
         Metals, the Administrative Agent will consider any of the following
         classes of precious metals not to be Eligible Precious Metals:

                           (i) precious metals located anywhere other than on
                  property owned by a Loan Party at its Nashville, Tennessee
                  plant;

                           (ii) precious metals that are not in the possession
                  of or under the sole control of the Loan Parties; and

                           (iii) precious metals in respect of which the
                  Security Agreement, after giving effect to the related filings
                  of financing statements that have then been made, if any, does
                  not or has ceased to create a valid and perfected first
                  priority lien or security interest in favor of the Collateral
                  Agent for the benefit of the Secured Parties securing the
                  Secured Obligations.


                                       13
<PAGE>
                  "ELIGIBLE REAL PROPERTY" means any parcel of real property
         located in the United States and owned by a Loan Party as to which: (a)
         the representations and warranties applicable to such real property
         contained in any Loan Document are true and correct in all material
         respects, and (b) the Eligible Real Property Conditions have been
         satisfied with respect to such property, and, in each case, as to which
         the Administrative Agent deems to be Eligible Real Property based on
         such credit and collateral considerations as the Administrative Agent
         may, in its sole discretion exercised reasonably, deem appropriate for
         this transaction. The value of such real property shall be determined
         by the Administrative Agent in its sole discretion taking into
         consideration any and all factors the Administrative Agent may deem
         appropriate for such purposes including, without limitation, the fair
         market value of such real property as determined by means of third
         party appraisals. By way of example only, and without limiting the
         discretion of the Administrative Agent to consider any real property
         not to be Eligible Real Property, the Administrative Agent will
         consider any of the following classes of real property not to be
         Eligible Real Property:

                           (i) real property which the Administrative Agent
                  determines in its sole discretion, exercised reasonably,
                  should not be considered to be Eligible Real Property based on
                  the results of the environmental assessment reports prepared
                  with respect to such property;

                           (ii) real property that fails to meet all standards
                  (including, without limitation, any and all Environmental
                  Laws) imposed by any governmental agency, or department or
                  division thereof, having regulatory authority over such real
                  property or its use or sale, regardless of whether such
                  failure is reasonably likely to result in liability to any
                  Loan Party or Secured Party;

                           (iii) real property that is not in the possession of
                  or under the sole control of the Loan Parties;

                           (iv) real property that is determined by the
                  Administrative Agent not to be Eligible Real Property in
                  accordance with Section 8.15; or

                           (v) real property in respect of which the related
                  Mortgage, after giving effect to all related filings and
                  recordations that have then been made, does not or has ceased
                  to create a valid first priority security interest in favor of
                  the Collateral Agent for the benefit of the Secured Parties
                  securing the Secured Obligations.

                  "ELIGIBLE REAL PROPERTY CONDITIONS" means, with respect to any
         parcel of real property, as of the date of determination, each of the
         following:

                  (a) the Administrative Agent shall have received a Mortgage
         duly executed by the appropriate Loan Party:

                  (b) the Administrative Agent shall have received evidence that
         counterparts of such Mortgage have been duly executed, acknowledged and
         delivered on or before such date and are in form suitable for filing or
         recording in all filing or recording offices that the Administrative
         Agent may deem reasonably necessary in order to create a valid first


                                       14
<PAGE>
         and subsisting Lien on the property described therein (subject to
         Permitted Encumbrances) in favor of the Collateral Agent for the
         benefit of the Secured Parties and that all filing and recording taxes
         and fees have been paid,

                  (c) the Administrative Agent shall have received a fully paid
         American Land Title Association Lender's Extended Coverage title
         insurance policy in form and substance, with endorsements and in
         amounts acceptable to the Administrative Agent, issued, coinsured and
         reinsured by title insurers acceptable to the Administrative Agent,
         insuring such Mortgage to be valid first and subsisting Liens on the
         property described therein, free and clear of all defects (including,
         but not limited to, mechanics' and materialmen's Liens) and
         encumbrances, excepting only Permitted Encumbrances, and providing for
         such other affirmative insurance (including endorsements for future
         advances under the Loan Documents and for mechanics' and materialmen's
         Liens) and such coinsurance and direct access reinsurance as the
         Administrative Agent may deem necessary,

                  (d) the Administrative Agent shall have received an American
         Land Title Association/American Congress on Surveying and Mapping form
         survey for which all necessary fees (where applicable) have been paid,
         and dated no more than 30 days before the date of such Mortgage,
         certified to the Administrative Agent and the issuer of the relevant
         title insurance policy in a manner satisfactory to the Administrative
         Agent by a land surveyor duly registered and licensed in the States in
         which the property described in such surveys is located and acceptable
         to the Administrative Agent, showing all buildings and other
         improvements, any off-site improvements, the location of any easements,
         parking spaces, rights of way, building set-back lines and other
         dimensional regulations and the absence of encroachments, either by
         such improvements or on to such property, and other defects, other than
         encroachments and other defects acceptable to the Administrative Agent,

                  (e) in the case of any Mortgage of a leasehold interest, the
         Administrative Agent shall have received a collateral access agreement,
         in form and substance satisfactory to the Administrative Agent,
         executed by each of the lessor of any such parcel of real property that
         is a leased real property, it being agreed that if the Borrower has not
         obtained the same on or prior to such date, the Administrative Agent
         shall reserve against Loan Value an amount equal to three (3) months'
         rent that is payable by the Borrower or the applicable Loan Party, as
         tenant under each such lease,

                  (f) the Administrative Agent shall have received a zoning
         compliance letter from the applicable municipality, either
         substantially in the form delivered to Borrower's counsel by the
         Administrative Agent dated no more than 30 days before the date of such
         Mortgage or in the form customarily furnished by the applicable
         municipality,

                  (g) the Administrative Agent shall have received evidence of
         the insurance required by the terms of such Mortgage,

                  (h) the Administrative Agent shall have received an appraisal
         of each such parcel of real property, which appraisal shall comply with
         the requirements of the Federal Financial Institutions Reform, Recovery


                                       15
<PAGE>
         and Enforcement Act of 1989 and shall be from a Person acceptable to
         the Administrative Agent and otherwise in form and substance
         satisfactory to the Administrative Agent, and

                  (i) the Administrative Agent shall have received such other
         consents, agreements and confirmations of lessors and third parties as
         the Administrative Agent may reasonably deem necessary and evidence
         that all other actions that the Administrative Agent may deem necessary
         in order to create valid first and subsisting Liens on the property
         described in such Mortgage has been taken.

                  "ELIGIBLE RECEIVABLES" means only such Receivables of the Loan
         Parties as the Administrative Agent, in its sole discretion, exercised
         reasonably based on credit and collateral considerations appropriate
         for this transaction, shall from time to time elect to consider
         Eligible Receivables for purposes of this Agreement. The value of such
         Receivables shall be determined by the Administrative Agent in its sole
         discretion taking into consideration, among other factors, their book
         value determined in accordance with GAAP, subject to such reserves as
         may be established by the Administrative Agent using criteria customary
         for Receivables of a similar nature (including, without limitation,
         Specified Deductions), and deemed appropriate for this transaction by
         the Administrative Agent using criteria customary for Receivables of a
         similar nature. By way of example only, and without limiting the
         discretion of the Administrative Agent to consider any Receivables not
         to be Eligible Receivables, the Administrative Agent will consider any
         of the following classes of Receivables not to be Eligible Receivables:

                           (a) Receivables that do not arise out of sales of
                  goods or rendering of services in the ordinary course of the
                  business of the Loan Parties;

                           (b) Receivables on terms other than those normal or
                  customary in the business of the Loan Parties;

                           (c) Receivables owing from any Person that is an
                  Affiliate of any Loan Party or any of its Subsidiaries;

                           (d) Receivables more than 105 days past the original
                  invoice date or more than 30 days past the date due; except as
                  specified on Schedule III hereto;

                           (e) Receivables that are extended, rewritten, waived,
                  restructured, or otherwise modified from time to time;

                           (f) Receivables owing from any Person from which an
                  aggregate amount of more than 25% of the Receivables owing is
                  more than 30 days past due;

                           (g) Receivables owing from any Person that (i) has
                  disputed liability for any Receivable owing from such Person
                  or (ii) has otherwise asserted any claim, demand or liability
                  against any Loan Party or any of its Subsidiaries, whether by
                  action, suit, counterclaim or otherwise, but only to the
                  extent of such claim, demand or liability;


                                       16
<PAGE>
                           (h) Receivables owing from any Person that shall take
                  or be the subject of any action or proceeding of a type
                  described in Section 6.01(f);

                           (i) Receivables (i) owing from any Person that is
                  also a supplier to or creditor of any Loan Party to the extent
                  of the amount of any right of set-off, unless such Person has
                  waived all rights of set-off in a manner acceptable to the
                  Administrative Agent or (ii) representing any manufacturer's
                  or supplier's credits, discounts, incentive plans or similar
                  arrangements entitling any Loan Party to discounts on future
                  purchase therefrom;

                           (j) Receivables arising out of sales to account
                  debtors outside the United States or Canada unless the sale is
                  on letter of credit or acceptance terms reasonably acceptable
                  to the Administrative Agent;

                           (k) Receivables arising out of sales on a
                  bill-and-hold, guaranteed sale, sale-or-return, sale on
                  approval or consignment basis or subject to any right of
                  return, set-off or charge-back;

                           (l) Receivables owing from an account debtor that is
                  an agency, department or instrumentality of the United States
                  or any State thereof unless the Borrower shall have satisfied
                  the requirements of the Assignment of Claims Act of 1940, as
                  amended, and any similar state legislation;

                           (m) Receivables the full and timely payment of which
                  the Administrative Agent in accordance with its customary
                  criteria and in its sole discretion believes is likely not to
                  occur;

                           (n) Receivables not evidenced by an invoice or other
                  writing in form and substance reasonably satisfactory to the
                  Administrative Agent;

                           (o) Receivables with respect to which the
                  representations and warranties set forth in the Transaction
                  Documents applicable to Receivables are not true and correct;

                           (p) (i) Except as set forth on Schedule IV, so long
                  as Home Depot or any other Receivables Obligor has long-term
                  unsecured debt ratings of at least "BBB-" and "Baa3" (in each
                  case with stable outlooks) from S&P and Moody's, respectively,
                  Receivables owing from such Receivables Obligor in excess of
                  25% of all Eligible Receivables, and (ii) in any circumstance
                  where clause (i) is not applicable, Receivables owing from
                  such Receivables Obligor in excess of 15% of all Eligible
                  Receivables;

                           (q) Receivables in respect of which the Collateral
                  Documents, after giving effect to the related filings of
                  financing statements that have then been made, if any, do not
                  or have ceased to create a valid and perfected first priority
                  lien or security interest in favor of the Collateral Agent for
                  the benefit of the Secured Parties securing the Secured
                  Obligations; and

                                       17
<PAGE>
                           (r) Receivables owing from an account debtor located
                  in New Jersey unless, at such time, the Loan Party to which
                  such Receivables are owed has provided satisfactory evidence
                  to the Administrative Agent of such Loan Party's qualification
                  to do business as a corporation in such state.

                  "ELIGIBLE SUPPLIES" means the supplies of the Loan Parties (a)
         that are owned by a Loan Party, (b) with respect to which the
         Collateral Agent has a valid, perfected and enforceable Lien, (c) with
         respect to which the representations and warranties applicable to such
         supplies contained in any Loan Document are true and correct in all
         material respects, (d) that are not obsolete, unmerchantable, unusable
         or otherwise unavailable for their intended use, and (e) with respect
         to which (in respect of any supplies labeled with a brand name or
         trademark and used by the applicable Loan Party pursuant to a trademark
         owned by such Loan Party or a license granted to such Loan Party) the
         Collateral Agent would have rights under such trademark or license
         pursuant to the Security Agreement or other agreement satisfactory to
         the Administrative Agent to use such supplies in connection with or
         following any enforcement actions and, in each case, that the
         Administrative Agent deems to be Eligible Supplies based on such credit
         and collateral considerations as the Administrative Agent may, in its
         sole discretion exercised reasonably, deem appropriate for this
         transaction. The value of such supplies shall be determined by the
         Administrative Agent in its sole discretion taking into consideration,
         among other factors, the lowest of its cost, its book value determined
         in accordance with GAAP and its Net Orderly Liquidation Value. By way
         of example only, and without limiting the discretion of the
         Administrative Agent to consider any supplies not to be Eligible
         Supplies, the Administrative Agent will consider any of the following
         classes of supplies not to be Eligible Supplies:

                           (i) supplies located on leaseholds as to which the
                  lessor has not entered into a consent and agreement providing
                  the Collateral Agent and the Collateral Monitoring Agent with
                  the right to receive notice of default, the right to repossess
                  such supplies at any time and such other rights as may be
                  acceptable to the Collateral Agent and the Collateral
                  Monitoring Agent;

                           (ii) supplies consisting of promotional, marketing,
                  packaging or shipping materials and supplies;

                           (iii) supplies that fail to meet all standards
                  imposed by any governmental agency, or department or division
                  thereof, having regulatory authority over such supplies or
                  their use;

                           (iv) supplies located outside the United States and
                  Canada;

                           (v) supplies that are not in the possession of or
                  under the sole control of the Loan Parties; and

                           (vi) supplies in respect of which the Security
                  Agreement, after giving effect to the related filings of
                  financing statements that have then been made, if any, does
                  not or has ceased to create a valid and perfected first
                  priority lien or security interest in favor of the Collateral


                                       18
<PAGE>
                  Agent for the benefit of the Secured Parties securing the
                  Secured Obligations.

                  "ENVIRONMENTAL ACTION" means any action, suit, written demand,
         demand letter, written claim, notice of non-compliance or violation,
         written notice of liability or potential liability, investigation,
         proceeding, consent order or consent agreement relating to any
         Environmental Laws or Environmental Permits or arising from alleged
         injury or threat to human health, safety or the environment, including,
         without limitation, (a) by any governmental or regulatory authority for
         enforcement, cleanup, removal, response, remedial or other actions or
         damages and (b) by any governmental or regulatory authority or third
         party for damages, contribution, indemnification, cost recovery,
         compensation or injunctive relief.

                  "ENVIRONMENTAL LAW" means any applicable international,
         Federal, state, local or foreign statute, law, ordinance, rule,
         regulation, code, order, writ, judgment, injunction, decree or judicial
         or enforceable administrative agency interpretation, policy or guidance
         relating to pollution or protection of the environment, human health,
         safety or natural resources, including, without limitation, those
         relating to the use, handling, transportation, treatment, manufacture,
         generation, storage, disposal, release or discharge of Hazardous
         Materials.

                  "ENVIRONMENTAL PERMIT" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

                  "EQUIPMENT" means all Equipment referred to in Section 1.1 of
         the Security Agreement.

                  "EQUITY INTERESTS" means, with respect to any Person, any and
         all shares, interests (including preferred interests), warrants,
         rights, options or other interests, participations or other equivalents
         of or interests in (however designated) equity of such Person,
         including common or preferred stock, whether now outstanding or issued
         after the date hereof, but excluding any debt securities convertible
         into or exchangeable for such equity.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the applicable regulations
         promulgated and rulings issued thereunder.

                  "ERISA AFFILIATE" means any Person that for purposes of Title
         IV of ERISA is a member of the controlled group of any Loan Party, or
         under common control with any Loan Party, within the meaning of Section
         414 of the Internal Revenue Code.

                  "ERISA EVENT" means (a)(i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC or by ERISA or (ii) the requirements of
         Section 4043(b) of ERISA apply with respect to a contributing sponsor,
         as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event
         described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c)
         of ERISA is reasonably expected to occur with respect to such Plan


                                       19
<PAGE>
         within the following 30 days; (b) the application for a minimum funding
         waiver with respect to a Plan; (c) the provision by the administrator
         of any Plan of a notice of intent to terminate such Plan, pursuant to
         Section 4041(a)(2) of ERISA (including any such notice with respect to
         a plan amendment referred to in Section 4041(e) of ERISA); (d) the
         cessation of operations at a facility of any Loan Party or any ERISA
         Affiliate in the circumstances described in Section 4062(e) of ERISA;
         (e) the withdrawal by any Loan Party or any ERISA Affiliate from a
         Multiple Employer Plan during a plan year for which it was a
         substantial employer, as defined in Section 4001(a)(2) of ERISA; (f)
         the conditions for imposition of a lien under Section 302(f) of ERISA
         shall have been met with respect to any Plan; (g) the adoption of an
         amendment to a Plan requiring the provision of security to such Plan
         pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
         proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or
         the occurrence of any event or condition described in Section 4042 of
         ERISA that constitutes grounds for the termination of, or the
         appointment of a trustee to administer, such Plan.

                  "ESCROW BANK" has the meaning specified in Section 2.15(c).

                  "EUROCURRENCY LIABILITIES" has the meaning specified in
         Regulation D of the Board of Governors of the Federal Reserve System,
         as in effect from time to time.

                  "EURODOLLAR BASE RATE" means, with respect to any Interest
         Period for any Eurodollar Rate Advance, the rate determined by the
         Administrative Agent to be the offered rate for deposits in U.S.
         dollars for the applicable Interest Period appearing on the Dow Jones
         Markets Telerate Page 3750 as of 11:00 a.m., London time, on the second
         full Business Day next preceding the first day of each Interest Period.
         In the event that such rate does not appear on the Dow Jones Markets
         Telerate Page 3750 (or otherwise on the Dow Jones Markets screen), the
         Eurodollar Base Rate for the purposes of this definition shall be
         determined by reference to such other comparable publicly available
         service for displaying eurodollar rates as may be selected by the
         Administrative Agent, or, in the absence of such availability, the
         Eurodollar Base Rate shall be the rate of interest determined by the
         Administrative Agent to be the rate per annum at which deposits in U.S.
         dollars are offered by the principal office of Citibank, N.A. in London
         to major banks in the London interbank market at 11:00 a.m. (London
         time) two Business Days before the first day of such Interest Period in
         an amount substantially equal to the Eurodollar Rate Loan of Citibank,
         N.A. for a period equal to such Interest Period.

                  "EURODOLLAR LENDING OFFICE" means, with respect to any Lender
         Party, the office of such Lender Party specified as its "Eurodollar
         Lending Office" opposite its name on Schedule I hereto or in the
         Assignment and Acceptance pursuant to which it became a Lender Party
         (or, if no such office is specified, its Domestic Lending Office), or
         such other office of such Lender Party as such Lender Party may from
         time to time specify to the Borrower and the Administrative Agent.

                  "EURODOLLAR RATE" means, with respect to any Interest Period
         for any Eurodollar Rate Advance, an interest rate per annum equal to
         the rate per annum obtained by dividing (a) the Eurodollar Base Rate by
         (b)(i) a percentage equal to 100% minus (ii) the reserve percentage


                                       20
<PAGE>
         applicable two Business Days before the first day of such Interest
         Period under regulations issued from time to time by the Federal
         Reserve Board for determining the maximum reserve requirement
         (including any emergency, supplemental or other marginal reserve
         requirement) for a member bank of the Federal Reserve System in New
         York City with respect to liabilities or assets consisting of or
         including Eurocurrency Liabilities (or with respect to any other
         category of liabilities that includes deposits by reference to which
         the Eurodollar Rate is determined) having a term equal to such Interest
         Period.

                  "EURODOLLAR RATE ADVANCE" means an Advance that bears interest
         as provided in Section 2.07(a)(ii).

                  "EURODOLLAR RATE RESERVE PERCENTAGE" for any Interest Period
         for all Eurodollar Rate Advances comprising part of the same Borrowing
         means the reserve percentage applicable two Business Days before the
         first day of such Interest Period under regulations issued from time to
         time by the Board of Governors of the Federal Reserve System (or any
         successor) for determining the maximum reserve requirement (including,
         without limitation, any emergency, supplemental or other marginal
         reserve requirement) for a member bank of the Federal Reserve System in
         New York City with respect to liabilities or assets consisting of or
         including Eurocurrency Liabilities (or with respect to any other
         category of liabilities that includes deposits by reference to which
         the interest rate on Eurodollar Rate Advances is determined) having a
         term equal to such Interest Period.

                  "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

                  "EXCLUDED ASSET" has the meaning specified in Section
         5.02(e)(iii).

                  "EXISTING CREDIT AGREEMENT" has the meaning specified in the
         Preliminary Statements.

                  "EXISTING INDENTURES" means collectively, (a) the Indenture,
         dated as of October 20, 1997, between the Borrower and The Bank of New
         York ("BNY"), as trustee, pursuant to which the 2007 Notes were issued,
         (b) the Indenture, dated as of December 3, 1998, between the Borrower
         and BNY, as trustee, pursuant to which the 2008 Notes were issued, and
         (c) the Indenture, dated as of July 26, 2004, among the Borrower,
         certain of the Borrower's subsidiaries party thereto as guarantors and
         Wilmington Trust Company, as trustee, pursuant to which the 2014 Notes
         were issued, as each indenture described in the foregoing clauses (a)
         through (c) above has been amended, supplemented or otherwise modified
         from time to time as of the date hereof, and as each such indenture may
         be further amended, supplemented or otherwise modified from time to
         time as permitted under the Loan Documents.

                  "EXISTING LENDER" means each "Lender" under and as defined in
         the Existing Credit Agreement.

                  "EXISTING LETTERS OF CREDIT" means the Letters of Credit
         issued under the Existing Credit Agreement and that shall remain
         outstanding on and as of the Effective Date.


                                       21
<PAGE>
                  "EXISTING MORTGAGE" has the meaning set forth in Section
         5.01(t).

                  "EXTRAORDINARY RECEIPT" means any cash received by or paid to
         or for the account of any Person not in the ordinary course of
         business, including, without limitation, tax refunds, pension plan
         reversions, proceeds of insurance (including, without limitation, any
         key man life insurance but excluding proceeds of business interruption
         insurance to the extent such proceeds constitute compensation for lost
         earnings), condemnation awards (and payments in lieu thereof),
         indemnity payments and any purchase price adjustment received in
         connection with any purchase agreement.

                  "FACILITY" means the Revolving Credit Facility, the Swing Line
         Facility or the Letter of Credit Facility.

                  "FEDERAL FUNDS RATE" means, for any period, a fluctuating
         interest rate per annum 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 for such
         transactions received by the Administrative Agent from three Federal
         funds brokers of recognized standing selected by it.

                  "FEDERAL RESERVE BOARD" means the Board of Governors of the
         United States Federal Reserve System, or any successor thereto.

                  "FEE LETTERS" means (a) the fee letter dated August 21, 2006
         between the Borrower and Citigroup Global Markets Inc., and (b) the fee
         letter dated August 21, 2006 among the Borrower, Deutsche Bank
         Securities Inc. and Deutsche Bank Trust Company Americas, each as
         amended or superseded.

                  "FISCAL YEAR" means a fiscal year of the Borrower and its
         Consolidated Subsidiaries ending on December 31 in any calendar year.

                  "FUND" means any Person (other than an individual) that is or
         will be engaged in making, purchasing, holding or otherwise investing
         in commercial loans and similar extensions of credit in the ordinary
         course of its business.

                  "FUTURE G-I LETTERS OF CREDIT" means the Letters of Credit to
         be issued after the Effective Date for the benefit of G-I Holdings that
         do not constitute Initial G-I Holdings Letters of Credit. For the
         avoidance of doubt, issuances of Future G-I Letters of Credit, as well
         as renewals of Future G-I Letters of Credit (to the extent such
         renewals increase the stated amount of such Future G-I Letters of
         Credit), shall be deemed to be restricted distributions for purposes of
         Section 5.02(g).

                  "GAAP" has the meaning specified in Section 1.03.

                  "G-I HOLDINGS" means G-I Holdings, Inc. a Delaware
         corporation.

                                       22
<PAGE>
                  "G-I HOLDINGS TAX GROUP" means G-I Holdings and the
         corporations that in any tax year (ending before or after the Effective
         Date) join with G-I Holdings, the Borrower, or any successor or
         predecessor thereof in filing a consolidated U.S. Federal income tax
         return as members of an affiliated group within the meaning of Section
         1504(a)(1) of the Internal Revenue Code.

                  "GOVERNMENTAL AUTHORITY" means any nation or government, any
         state, province, city, municipal entity or other political subdivision
         thereof, and any governmental, executive, legislative, judicial,
         administrative or regulatory agency, department, authority,
         instrumentality, commission, board, bureau or similar body, whether
         Federal, state, provincial, territorial, local or foreign.

                  "GOVERNMENTAL AUTHORIZATION" means any authorization,
         approval, consent, franchise, license, covenant, order, ruling, permit,
         certification, exemption, notice, declaration or similar right,
         undertaking or other action of, to or by, or any filing, qualification
         or registration with, any Governmental Authority.

                  "HAZARDOUS MATERIALS" means (a) petroleum or petroleum
         products, by-products or breakdown products, radioactive materials,
         asbestos-containing materials, polychlorinated biphenyls and radon gas
         and (b) any other chemicals, materials or substances designated,
         classified or regulated as hazardous or toxic or as a pollutant or
         contaminant under any Environmental Law.

                  "HEDGE AGREEMENTS" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other hedging
         agreements.

                  "INCREMENTAL PP&E AVAILABILITY" means at any time, 75% of the
         Market Value In Place Assuming Continued Use of any Equipment and 50%
         of the fair market value of real property, in each case, that becomes
         Eligible Collateral of the Loan Parties through acquisition or
         otherwise, during the previous 12 month period, as measured on the
         first and each subsequent anniversary of the Effective Date and as
         determined by third party appraisals (and any updates thereof)
         acceptable to the Administrative Agent in its sole discretion exercised
         reasonably.

                  "INCREMENTAL REVOLVING CREDIT COMMITMENT" has the meaning
         specified in Section 2.17(a).

                  "INCREMENTAL REVOLVING CREDIT COMMITMENT NOTICE" has the
         meaning specified in Section 2.17(a).

                  "INDEMNIFIED PARTY" has the meaning specified in Section
         8.04(b).

                  "INITIAL G-I HOLDINGS LETTERS OF CREDIT" means the Letters of
         Credit issued under the Existing Credit Agreement and any Letter of
         Credit to be issued on the Effective Date for the benefit of G-I
         Holdings, in an aggregate stated amount not to exceed $12 million,
         together with any renewals (so long as all requirements for renewal
         shall have been met) or replacement Letters of Credit, in each case,
         made simultaneously with the expiration, cancellation or other


                                       23
<PAGE>
         termination of the Initial G-I Holdings Letter of Credit so renewed or
         replaced, and made for the same purpose and for the same beneficiary as
         such Initial G-I Holdings Letter of Credit so renewed or replaced,
         provided that at no time shall the aggregate stated amount of all
         outstanding Initial G-I Holdings Letters of Credit exceed $12 million.
         For the avoidance of doubt, no Initial G-I Holdings Letter of Credit
         shall be deemed to be a restricted distribution for purposes of Section
         5.02(g).

                  "INITIAL ISSUING BANK", "INITIAL LENDER PARTIES", "INITIAL
         LENDERS" and "INITIAL SWING LINE BANK" each has the meaning specified
         in the recital of parties to this Agreement.

                  "INITIAL PP&E AVAILABILITY" means, at any time, the sum of (a)
         75% of the Market Value In Place Assuming Continued Use of Eligible
         Equipment of the Loan Parties as of the Effective Date and (b) 50% of
         the fair market value of Eligible Real Property of the Loan Parties as
         of the Effective Date, in each case as determined by third party
         appraisals (and any updates thereof) acceptable to the Administrative
         Agent in its sole discretion exercised reasonably.

                  "INSUFFICIENCY" means, with respect to any Plan, the amount,
         if any, of its unfunded benefit liabilities, as defined in Section
         4001(a)(18) of ERISA.

                  "INTELLECTUAL PROPERTY SECURITY AGREEMENT" means the
         Intellectual Property Security Agreement, dated as of July 9, 2003, by
         and among the Borrower, each of the other Grantors party thereto and
         the Collateral Agent, as amended, supplemented or otherwise modified
         from time to time.

                  "INTENDED USE TRANSACTIONS" has the meaning specified in
         Section 2.14.

                  "INTEREST COVERAGE RATIO" means, at any date of determination,
         the ratio of (a) EBITDA to (b) cash interest paid or required to be
         paid on, all Debt for Borrowed Money, in each case, of or by the
         Borrower and its Consolidated Subsidiaries for the period of four
         consecutive fiscal quarters most recently ended with respect to which
         financial statements are required to have been delivered pursuant to
         this Agreement.

                  "INTEREST PERIOD" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurodollar Rate Advance or the date of the Conversion of
         any Base Rate Advance into such Eurodollar Rate Advance, and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below and, thereafter, each subsequent period commencing on
         the last day of the immediately preceding Interest Period and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below. The duration of each such Interest Period shall be
         one, two, three or six months, as the Borrower may, upon notice
         received by the Administrative Agent not later than 11:00 A.M. (New
         York City time) on the third Business Day prior to the first day of
         such Interest Period, select; provided, however, that:

                           (a) the Borrower may not select any Interest Period
                  with respect to any Eurodollar Rate Advance under a Facility
                  that ends after any principal repayment installment date for


                                       24
<PAGE>
                  such Facility unless, after giving effect to such selection,
                  the aggregate unpaid principal amount of Advances having
                  Interest Periods that end on or prior to such principal
                  repayment installment date for such Facility shall be at least
                  equal to the aggregate principal amount of Advances under such
                  Facility due and payable on or prior to such date;

                           (b) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same Borrowing
                  shall be of the same duration;

                           (c) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, provided, however, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day; and

                           (d) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "INVENTORY" means all Inventory referred to in Section 1.1 of
         the Security Agreement.

                  "INVESTMENT" in any Person means any loan or advance to such
         Person, any purchase or other acquisition of any Equity Interests or
         Debt or the assets comprising a division or business unit or a
         substantial part or all of the business of such Person, any capital
         contribution to such Person or any other direct or indirect investment
         in such Person, including, without limitation, any acquisition by way
         of a merger or consolidation (or similar transaction) and any
         arrangement pursuant to which the investor incurs Debt of the types
         referred to in clause (h) or (i) of the definition of "DEBT" in respect
         of such Person.

                  "ISSUING BANK" means the Initial Issuing Bank and any Eligible
         Assignee to which the Letter of Credit Commitment hereunder has been
         assigned pursuant to Section 8.07 so long as such Eligible Assignee
         expressly agrees to perform in accordance with their terms all of the
         obligations that by the terms of this Agreement are required to be
         performed by it as an Issuing Bank and notifies the Administrative
         Agent of its Applicable Lending Office and the amount of its Letter of
         Credit Commitment (which information shall be recorded by the
         Administrative Agent in the Register), for so long as such Initial
         Issuing Bank or Eligible Assignee, as the case may be, shall have a
         Letter of Credit Commitment.

                                       25
<PAGE>
                  "JOINT LEAD ARRANGERS" has the meaning specified in the
         recital of parties to this Agreement.

                  "L/C COLLATERAL ACCOUNT" has the meaning specified in the
         Security Agreement.

                  "L/C DISBURSEMENT" shall mean a payment or disbursement made
         by the Issuing Bank pursuant to a Letter of Credit.

                  "L/C RELATED DOCUMENTS" has the meaning specified in Section
         2.04(d)(ii).

                  "LENDER PARTY" means any Lender, the Issuing Bank or the Swing
         Line Bank.

                  "LENDERS" means the Initial Lenders and each Person that shall
         become a Lender hereunder pursuant to Section 8.07 for so long as such
         Initial Lender or Person, as the case may be, shall be a party to this
         Agreement.

                  "LETTERS OF CREDIT" has the meaning specified in Section
         2.01(d).

                  "LETTER OF CREDIT ADVANCE" means an advance made by the
         Issuing Bank or any Lender pursuant to Section 2.03(c).

                  "LETTER OF CREDIT AGREEMENT" has the meaning specified in
         Section 2.03(a).

                  "LETTER OF CREDIT COMMITMENT" means, with respect to the
         Issuing Bank at any time, the amount set forth opposite the Issuing
         Bank's name on Schedule I hereto under the caption "Letter of Credit
         Commitment" or, if the Issuing Bank has entered into an Assignment and
         Acceptance, set forth for the Issuing Bank in the Register maintained
         by the Administrative Agent pursuant to Section 8.07(d) as the Issuing
         Bank's "Letter of Credit Commitment", as such amount may be reduced at
         or prior to such time pursuant to Section 2.05.

                  "LETTER OF CREDIT FACILITY" means a sub-limit available under
         the Revolving Credit Facility for the issuance of Letters of Credit in
         an aggregate amount not to exceed $100 million, as such sub-limit may
         be reduced from time to time pursuant to the terms hereof.

                  "LEVERAGE RATIO" means, with respect to the Borrower, as of
         any date of determination, the ratio of (x) the average total
         Consolidated outstanding Debt of the Borrower and its Subsidiaries for
         the immediately preceding four fiscal quarters (calculated on the basis
         of the sum, on the last day of each calendar month during such four
         fiscal quarter period, of (i) the principal amount of the total Debt
         for Borrowed Money (other than Subordinated Debt owing to G-I Holdings
         or BMCA Holdings Corporation) of the Borrower and its Subsidiaries,
         plus (without duplication), (ii) the aggregate principal amount
         outstanding under any Subordinated Debt of the Borrower or any of its
         Subsidiaries owing to G-I Holdings or BMCA Holdings Corporation minus
         (iii) the Borrower's and its Subsidiaries' cash and Cash equivalents)
         to (y) Consolidated EBITDA of the Borrower and its Subsidiaries for the
         immediately preceding four fiscal quarters of the Borrower ending on
         the last day of the fiscal quarter of the Borrower for which financial


                                       26
<PAGE>
         statements have been, or are required to be, delivered pursuant to
         Section 5.03(b) or (c), as applicable.

                  "LIEN" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and any easement, right of way or other encumbrance
         on title to real property.

                  "LOAN DOCUMENTS" means (i) this Agreement, (ii) the Notes (if
         any), (iii) the Subsidiary Guaranty, (iv) the Collateral Documents, (v)
         the Fee Letters, and (vi) each Letter of Credit Agreement in each case
         as amended.

                  "LOAN PARTIES" means the Borrower and the Subsidiary
         Guarantors.

                  "LOAN VALUE" means at any time, an amount determined by the
         Administrative Agent in its sole discretion, exercised reasonably,
         equal to (a) the sum of (i) up to 85% of the value of Eligible
         Receivables; (ii) up to 85% of the Net Orderly Liquidation Value of
         Eligible Inventory; (iii) subject to satisfactory reporting
         requirements and controls, up to 80% of the fair market value of
         Eligible Precious Metals; and (iv) the PP&E Availability; provided,
         however that the amount included in Loan Value pursuant to clause (iv)
         shall not constitute more than 30% of the aggregate Loan Value, minus
         (b) such reserves as the Administrative Agent, in its sole discretion
         exercised reasonably, deems appropriate to reflect risks or
         contingencies that may affect any one or more class of such items. For
         the avoidance of doubt, advance rates, eligibility criteria and
         reserves shall be determined on a consistent basis with the
         Administrative Agent's customary practices applicable to similar
         financings, but with adjustments appropriate for this transaction based
         on factors which include, without limitation, risks applicable to this
         transaction, and the services (including, but not limited to, services
         relating to cash management and/or hedging arrangements) to be provided
         by the Agents and Lender Parties in connection with this transaction.

                  "MARGIN STOCK" has the meaning specified in Regulation U.

                  "MARKETING PROGRAM RESERVES" means reserves against the
         principal balance of Receivables of the Loan Parties reflecting
         expected amounts to be offered to customers through various rebates and
         marketing programs, as reflected on the weekly roll-forward or the
         general ledger in accordance with customary practices.

                  "MARKET VALUE IN PLACE ASSUMING CONTINUED USE" has the meaning
         customarily given to such term by third-party appraisers.

                  "MATERIAL ADVERSE CHANGE" means any material adverse change in
         the business, condition (financial or otherwise), operations,
         performance, properties or prospects of the Borrower and its
         Subsidiaries, taken as a whole, except for such material adverse change
         as may arise solely and directly as a result of the Disclosed
         Litigation related to or arising out of the alleged asbestos
         liabilities of the Borrower.


                                       27
<PAGE>
                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations,
         performance, properties or prospects of the Borrower and its
         Subsidiaries, taken as a whole, (b) the rights and remedies of any
         Agent or any Lender Party under any Loan Document or (c) the ability of
         any Loan Party to perform its Obligations under any Loan Document to
         which it is or is to be a party, except for such material adverse
         effect as may arise solely and directly as a result of the Disclosed
         Litigation related to or arising out of the alleged asbestos
         liabilities of the Borrower.

                  "MATERIAL CONTRACT" means, with respect to any Person, each
         contract to which such Person is a party involving aggregate
         consideration payable to or by such Person of $50 million or more in
         any year and, in the case of the Borrower or any of its Subsidiaries,
         is a material contract which is required to be filed pursuant to Item
         601(a)(10) of Regulation S-K under the Securities Act of 1933.

                  "MISCELLANEOUS DEDUCTIONS" means collectively, (a) deductions
         to the principal balance of Receivables of the Loan Parties relating to
         pricing disputes, short shipments, collection disputes, returned goods,
         and (b) other miscellaneous deductions.

                  "MOODY'S" means Moody's Investors Service, Inc.

                  "MORTGAGE" means (a) each of the Existing Mortgages as the
         same may be amended or modified from time to time and (b) each deed of
         trust, trust deed or mortgage delivered in accordance with Section
         5.01(j), which deed of trust, trust deed or mortgage shall be in
         substantially the form of Exhibit F-1 (with such changes as may be
         required to account for local law matters) and otherwise in form and
         substance reasonably satisfactory to the Administrative Agent.

                  "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has within any of the preceding five plan years made or accrued an
         obligation to make contributions.

                  "MULTIPLE EMPLOYER PLAN" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of any Loan Party or any ERISA Affiliate and at least one
         Person other than the Loan Parties and the ERISA Affiliates or (b) was
         so maintained and in respect of which any Loan Party or any ERISA
         Affiliate could have liability under Section 4064 or 4069 of ERISA in
         the event such plan has been or were to be terminated.

                  "NET CASH PROCEEDS" means, with respect to (A) any sale,
         lease, transfer or other disposition including, without limitation, any
         and all involuntary dispositions, whether by Casualty Event or
         otherwise, of any assets or (B) the incurrence or issuance of any Debt
         or (C) the sale or issuance of any Equity Interests (including, without
         limitation, any capital contribution) by any Person, or (D) any
         Extraordinary Receipt received by or paid to or for the account of any
         Person, the aggregate amount of cash received from time to time
         (whether as initial consideration or through payment or disposition of
         deferred consideration) by or on behalf of such Person in connection


                                       28
<PAGE>
         with such transaction, in each case, after deducting therefrom only
         (without duplication) (a) reasonable and customary brokerage
         commissions, underwriting fees and discounts, legal fees, finder's fees
         and other similar fees and commissions, (b) the amount of taxes paid or
         payable in connection with or as a result of such transaction, (c) the
         amount of liability reserves established in accordance with GAAP, (d) a
         reasonable reserve for the after tax cost of any indemnification
         obligations (fixed or contingent) attributable to sellers indemnities
         for the purchases undertaken by the Borrower and/or its Subsidiaries in
         connection with such disposition, and (e) the amount of any Debt
         secured by a Lien on such assets that, by the terms of the agreement or
         instrument governing such Debt, is required to be repaid upon such
         disposition, in each case to the extent, but only to the extent, that
         the amounts so deducted are, at the time of receipt of such cash,
         actually paid to a Person that is not an Affiliate of such Person or
         any Loan Party or any Affiliate of any Loan Party; provided, however,
         that in the case of taxes that are deductible under clause (b) above
         but for the fact that, at the time of receipt of such cash, such taxes
         have not been actually paid or are not then payable, such Loan Party or
         such Subsidiary may deduct an amount (the "RESERVED AMOUNT") equal to
         the amount reserved in accordance with GAAP for such Loan Party's or
         such Subsidiary's reasonable estimate of such taxes, other than taxes
         for which such Loan Party or such Subsidiary is indemnified, provided
         further, however, that, at the time such taxes are paid, an amount
         equal to the amount, if any, by which the Reserved Amount for such
         taxes exceeds the amount of such taxes actually paid shall constitute
         "Net Cash Proceeds" of the type for which such taxes were reserved for
         all purposes hereunder.

                  "NET ORDERLY LIQUIDATION VALUE" has the meaning customarily
         given to such term by third-party appraisers.

                  "NON-RECOURSE SUBSIDIARY" means a subsidiary of any Loan Party
         (A) which has been designated as such by such Loan Party, (B) which is
         not a Loan Party or otherwise party to the Credit Agreement or any
         other Loan Document, (C) which is not capitalized at any time by any
         investment by a Loan Party, except to the extent permitted under
         Section 5.02(f) and (D) the Debt of which is completely non-recourse to
         the Loan Parties or any of their Subsidiaries.

                  "NOTE" means each promissory note, if any, of the Borrower
         payable to the order of any Lender, in substantially the form of
         Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower
         to such Lender resulting from the Revolving Credit Advances, Letter of
         Credit Advances and Swing Line Advances made by such Lender, as
         amended.

                  "NOTICE OF BORROWING" has the meaning specified in Section
         2.02(a).

                  "NOTICE OF ISSUANCE" has the meaning specified in Section
         2.03(a).

                  "NOTICE OF RENEWAL" has the meaning specified in Section
         2.01(d).

                  "NOTICE OF SWING LINE BORROWING" has the meaning specified in
         Section 2.02(b).

                                       29
<PAGE>
                  "NOTICE OF TERMINATION" has the meaning specified in Section
         2.01(d).

                  "NPL" means the National Priorities List under CERCLA.

                  "OBLIGATION" means, with respect to any Person, any payment,
         performance or other obligation of such Person of any kind, including,
         without limitation, any liability of such Person on any claim, whether
         or not the right of any creditor to payment in respect of such claim is
         reduced to judgment, liquidated, unliquidated, fixed, contingent,
         matured, disputed, undisputed, legal, equitable, secured or unsecured,
         and whether or not such claim is discharged, stayed or otherwise
         affected by any proceeding referred to in Section 6.01(f). Without
         limiting the generality of the foregoing, the Obligations of any Loan
         Party under the Loan Documents include (a) the obligation to pay
         principal, interest, Letter of Credit commissions, charges, expenses,
         fees, attorneys' fees and disbursements, indemnities and other amounts
         payable by such Loan Party under any Loan Document and (b) the
         obligation of such Loan Party to reimburse any amount in respect of any
         of the foregoing that any Lender Party, in its sole discretion, may
         elect to pay or advance on behalf of such Loan Party.

                  "OECD" means the Organization for Economic Cooperation and
         Development.

                  "OFF BALANCE SHEET OBLIGATION" means, with respect to any
         Person, any Obligation of such Person under a synthetic lease, tax
         retention operating lease, off-balance sheet loan or similar
         off-balance sheet financing classified as an operating lease in
         accordance with GAAP, if, and only to the extent that, such Obligations
         would give rise to a claim against such Person in a proceeding referred
         to in Section 6.01(f) (it being understood that this definition of "Off
         Balance Sheet Obligation" shall not include operating leases entered
         into in the ordinary course of business).

                  "OPEN YEAR" has the meaning specified in Section 4.01(n)(iii).

                  "OTHER TAXES" has the meaning specified in Section 2.12(b).

                  "PARENT" means G-I Holdings so long as it owns, and any other
         Person that acquires or owns, directly or indirectly, 80% or more of
         the Voting Interests of the Borrower.

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).

                  "PERMITTED ACQUISITIONS" has the meaning specified in Section
         5.02(f)(vii).

                  "PERMITTED ADVANCES" has the meaning specified in Section
         5.02(f)(ii).

                  "PERMITTED DEBT REPURCHASES" has the meaning specified in
         Section 5.02(j)(iii).

                  "PERMITTED ENCUMBRANCES" has the meaning specified in the
         Mortgages.

                  "PERMITTED HOLDERS" means (a) Samuel J. Heyman, his heirs,
         administrators, executors and entities of which a majority of the
         Voting Interests is owned by Samuel J. Heyman, his heirs,


                                       30
<PAGE>
         administrators or executors and (b) any Person controlled, directly or
         indirectly, by Samuel J. Heyman or his heirs, administrators or
         executors.

                  "PERMITTED LIENS" means such of the following as to which no
         enforcement, collection, execution, levy or foreclosure proceeding
         shall have been commenced: (a) Liens for taxes, assessments and
         governmental charges or levies to the extent not required to be paid
         under Section 5.01(b); (b) Liens imposed by operation of law, such as
         materialmen's, mechanics', carriers', workmen's and repairmen's Liens
         and other similar Liens arising in the ordinary course of business
         securing obligations that (i) are not overdue for a period of more than
         30 days, and (ii) are being contested in good faith by appropriate
         proceedings and with respect to which appropriate reserves have been
         established in accordance with GAAP; (c) pledges or deposits to secure
         obligations under workers' compensation laws, employment insurance or
         other social security obligations or similar legislation or to secure
         public or statutory obligations, appeal bonds, performance bonds or
         other obligations of a like nature; (d) Permitted Encumbrances; (e)
         easements, rights of way and other encumbrances on title to real
         property that were not incurred in connection with and do not secure
         Debt and do not render title to the property encumbered thereby
         uninsurable or materially adversely affect the use of such property for
         its intended purposes; (f) financing statements with respect to
         lessor's rights or interests in and to the personal property leased to
         such Person in the ordinary course of such Person's business other than
         through a Capitalized Lease; (g) Liens arising out of judgments or
         decrees which are being contested in good faith, provided that
         enforcement of such Liens is stayed pending such contest; (h) broker's
         liens securing the payment of commissions and management fees in the
         ordinary course of business; (i) Liens arising solely from the filing
         of UCC financing statements for precautionary purposes in connection
         with leases or conditional sales of property that are otherwise
         permitted under the Loan Documents; (j) Liens in favor of customs and
         revenue authorities arising as a matter of law to secure payment of
         non-delinquent customs duties in connection with the importation of
         goods; (k) leases or subleases granted to others not interfering in any
         material respect with the business of the Borrower and its
         Subsidiaries, taken as a whole; (l) Liens encumbering deposits made in
         the ordinary course of business to secure obligations arising from
         statutory, regulatory, contractual or warranty requirements of the
         Borrower or any of its Subsidiaries for which a reserve or other
         appropriate provision, if any, as shall be required by GAAP shall have
         been made.

                  "PERSON" means an individual, partnership, corporation
         (including a business trust), limited liability company, joint stock
         company, trust, unincorporated association, joint venture or other
         entity, or a government or any political subdivision or agency thereof.

                  "PLAN" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "PLEDGED DEBT" has the meaning specified in the Security
         Agreement.

                  "PP&E AVAILABILITY" means at any time the sum of (a) Initial
         PP&E Availability and (b) Incremental PP&E Availability as defined on


                                       31
<PAGE>
         each anniversary of the Effective Date which has occurred prior to such
         time (as reduced pursuant to the definition thereof).

                  "PREFERRED INTERESTS" means, with respect to any Person,
         Equity Interests issued by such Person that are entitled to a
         preference or priority over any other Equity Interests issued by such
         Person upon any distribution of such Person's property and assets,
         whether by dividend or upon liquidation.

                  "PREPAYMENT DATE" means with respect to any cash receipts from
         a transaction described in the definition of "Net Cash Proceeds", the
         third Business Day following the date of the receipt of such Net Cash
         Proceeds by any Loan Party or any of its Subsidiaries.

                  "PREVIOUSLY MORTGAGED PROPERTIES" means the properties listed
         on Schedule 5.01(t).

                  "PROPERTIES" means those properties listed on Schedules
         4.01(s)(1) and 4.01(r) hereto.

                  "PRO RATA SHARE" of any amount means, with respect to any
         Lender at any time, the product of such amount times a fraction the
         numerator of which is the amount of such Lender's Revolving Credit
         Commitment at such time (or, if the Commitments shall have been
         terminated pursuant to Section 2.05 or 6.01, such Lender's Revolving
         Credit Commitment as in effect immediately prior to such termination)
         and the denominator of which is the Revolving Credit Facility at such
         time (or, if the Commitments shall have been terminated pursuant to
         Section 2.05 or 6.01, the Revolving Credit Facility as in effect
         immediately prior to such termination).

                  "RECEIVABLES" means all Receivables referred to in Section 1.1
         of the Security Agreement.

                  "RECEIVABLES OBLIGOR" means, collectively, an obligor under
         any Receivable, together with any and all Affiliates of such obligor.

                  "REDEEMABLE" means, with respect to any Equity Interest, any
         Debt or any other right or Obligation, any such Equity Interest, Debt,
         right or Obligation that (a) the issuer has undertaken to redeem at a
         fixed or determinable date or dates, whether by operation of a sinking
         fund or otherwise, or upon the occurrence of a condition not solely
         within the control of the issuer or (b) is redeemable at the option of
         the holder.

                  "REDUCTION AMOUNT" has the meaning specified in Section
         2.06(b)(iv).

                  "REGISTER" has the meaning specified in Section 8.07(d).

                  "REGULATION U" means Regulation U of the Board of Governors of
         the Federal Reserve System, as in effect from time to time.

                  "REQUIRED ENVIRONMENTAL TASKS" has the meaning specified in
         Section 8.15.

                                       32
<PAGE>
                  "REQUIRED LENDERS" means, at any time, Lenders owed or holding
         at least a majority in interest of the sum of (a) the aggregate
         principal amount of the Advances outstanding at such time, (b) the
         aggregate Available Amount of all Letters of Credit outstanding at such
         time, and (c) the aggregate Unused Revolving Credit Commitments at such
         time; provided, however, that if any Lender shall be a Defaulting
         Lender at such time, there shall be excluded from the determination of
         Required Lenders at such time (i) the aggregate principal amount of the
         Advances owing to such Lender (in its capacity as a Lender) and
         outstanding at such time, (ii) such Lender's Pro Rata Share of the
         aggregate Available Amount of all Letters of Credit outstanding at such
         time, and (iii) the Unused Revolving Credit Commitment of such Lender
         at such time. For purposes of this definition, the aggregate principal
         amount of Swing Line Advances owing to the Swing Line Bank and of
         Letter of Credit Advances owing to the Issuing Bank and the Available
         Amount of each Letter of Credit shall be considered to be owed to the
         Lenders ratably in accordance with their respective Revolving Credit
         Commitments.

                  "RESERVE DEDUCTIONS" means deductions to the outstanding
         principal balance of Receivables in an amount equal to the aggregate of
         Dilution Reserves, Cash Discount Reserves, Applied Credits, Warranty
         Reserves, and Marketing Program Reserves.

                  "RESPONSIBLE FINANCIAL OFFICER" means the Chief Financial
         Officer, Treasurer, and/or Controller (so long as such Person is also a
         Responsible Officer of any Loan Party or any of its Subsidiaries).

                  "RESPONSIBLE OFFICER" means any officer of any Loan Party or
         any of its Subsidiaries.

                  "REVOLVING CREDIT ADVANCE" has the meaning specified in
         Section 2.01(b).

                  "REVOLVING CREDIT BORROWING" means a borrowing consisting of
         simultaneous Revolving Credit Advances of the same Type made by the
         Lenders.

                  "REVOLVING CREDIT COMMITMENT" means, with respect to any
         Lender at any time, the amount set forth opposite such Lender's name on
         Schedule I hereto under the caption "Revolving Credit Commitment" or,
         if such Lender has entered into one or more Assignment and Acceptances,
         set forth for such Lender in the Register maintained by the
         Administrative Agent pursuant to Section 8.07(d) as such Lender's
         "Revolving Credit Commitment", as such amount may be reduced at or
         prior to such time pursuant to Section 2.05.

                  "REVOLVING CREDIT FACILITY" means, at any time, the aggregate
         amount of the Lenders' Revolving Credit Commitments at such time.

                  "REVOLVING CREDIT INCREASE EFFECTIVE DATE" has the meaning
         specified in Section 2.17(d).

                  "RHONE POULENC TRANSACTIONS" means the factual elements and
         events involved in or otherwise related to the formation of
         Rhone-Poulenc Surfactants and Specialties, L.P. ("RPSS") in 1990, the
         contributions thereto and operation thereof, the dissolution,


                                       33
<PAGE>
         liquidation, and distribution of RPSS assets in 1999 and the pledge of
         those assets by one or more members of the G-I Holdings Tax Group, in
         each case as further described in the documents either (i) docketed at
         Docket Numbers 1028 and 1383 on the docket of the cases pending in the
         United States Bankruptcy Court for the District of New Jersey under the
         jointly administered Case No. 01-30135 (RG) or (ii) filed with the
         court in connection with the case currently pending in the United
         States District Court for the District of New Jersey, Case No.
         02-CV-03082 (WGB).

                  "SECURED OBLIGATIONS" means Secured Debt, as defined in the
         Security Agreement.

                  "SECURED PARTIES" means the Agents, the Collateral Agent, the
         Lender Parties, and each other secured party specified in the
         Collateral Documents.

                  "SECURITY AGREEMENT" means the Amended and Restated Security
         Agreement dated as of July 9, 2003, by and among the Borrower, each of
         the other Grantors party thereto and the Collateral Agent, as amended,
         supplemented or otherwise modified from time to time.

                  "SENIOR FACILITY" means the Facilities hereunder, excluding
         any Incremental Revolving Credit Commitment.

                  "SENIOR NOTES" has the meaning specified in the Collateral
         Agent Agreement.

                  "SINGLE EMPLOYER PLAN" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of any Loan Party or any ERISA Affiliate and no Person other
         than the Loan Parties and the ERISA Affiliates or (b) was so maintained
         and in respect of which any Loan Party or any ERISA Affiliate could
         have liability under Section 4069 of ERISA in the event such plan has
         been or were to be terminated.

                  "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
         particular date, that as of such date (a) the fair value of the
         property of such Person is greater than the total amount of
         liabilities, including, without limitation, contingent liabilities, of
         such Person, (b) the present fair salable value of the assets of such
         Person is not less than the amount that will be required to pay the
         probable liability of such Person on its debts as they become absolute
         and matured, (c) such Person does not intend to, and does not believe
         that it will, incur debts or liabilities beyond such Person's ability
         to pay such debts and liabilities as they mature and (d) such Person is
         not engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital. The amount of contingent
         liabilities at any time shall be computed as the amount that, in the
         light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

                  "S&P" means Standard & Poor's, a division of the McGraw Hill
         Companies, Inc.

                                       34
<PAGE>
                  "SPECIFIED DEDUCTIONS" means, collectively, Reserve
         Deductions, and Miscellaneous Deductions.

                  "SPECIFIED LIQUIDITY AMOUNT" means, on any date, Available
         Liquidity in an amount not less than $50 million.

                  "STANDBY LETTER OF CREDIT" means any Letter of Credit issued
         under the Letter of Credit Facility, other than a Trade Letter of
         Credit.

                  "SUBORDINATED DEBT" means any Debt of any Loan Party that is
         (i) subordinated to the Obligations of such Loan Party under the Loan
         Documents (ii) or permitted by Section 5.02(b)(iii)(J).

                  "SUBORDINATED DEBT DOCUMENTS" means all agreements, indentures
         and instruments pursuant to which Subordinated Debt is issued, in each
         case as amended, to the extent permitted under the Loan Documents.

                  "SUBSIDIARY" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such partnership, joint
         venture or limited liability company or (c) the beneficial interest in
         such trust or estate is at the time directly or indirectly owned or
         controlled by such Person, by such Person and one or more of its other
         Subsidiaries or by one or more of such Person's other Subsidiaries.
         Notwithstanding anything to the contrary in the foregoing, the term
         "Subsidiary" shall not include any Non-Recourse Subsidiary.

                  "SUBSIDIARY GUARANTORS" means the Subsidiaries of the Borrower
         listed on Schedule II hereto and each other Subsidiary of the Borrower
         that shall be required to execute and deliver a guaranty pursuant to
         Section 5.01(j).

                  "SUBSIDIARY GUARANTY" means the guaranty by the Subsidiary
         Guarantors dated as of July 9, 2003, in each case as amended, amended
         and restated, modified or otherwise supplemented.

                  "SUPER MAJORITY LENDERS" means, at any time, Lenders owed or
         holding at least 66 2/3% in interest of the sum of (a) the aggregate
         principal amount of the Advances outstanding at such time, (b) the
         aggregate Available Amount of all Letters of Credit outstanding at such
         time, and (c) the aggregate Unused Revolving Credit Commitments at such
         time; provided, however, that if any Lender shall be a Defaulting
         Lender at such time, there shall be excluded from the determination of
         Super Majority Lenders at such time (i) the aggregate principal amount
         of the Advances owing to such Lender (in its capacity as a Lender) and
         outstanding at such time, (ii) such Lender's Pro Rata Share of the
         aggregate Available Amount of all Letters of Credit outstanding at such
         time, and (iii) the Unused Revolving Credit Commitment of such Lender
         at such time. For purposes of this definition, the aggregate principal
         amount of Swing Line Advances owing to the Swing Line Bank and of


                                       35
<PAGE>
         Letter of Credit Advances owing to the Issuing Bank and the Available
         Amount of each Letter of Credit shall be considered to be owed to the
         Lenders ratably in accordance with their respective Revolving Credit
         Commitments.

                  "SUPPLEMENTAL COLLATERAL MONITORING AGENT" has the meaning
         specified in Section 7.07 and "Supplemental Collateral Monitoring
         Agents" shall have the corresponding meaning.

                  "SURVIVING DEBT" means Debt of each Loan Party and its
         Subsidiaries outstanding immediately before and after the Effective
         Date.

                  "SWING LINE ADVANCE" means an advance made by (a) the Swing
         Line Bank pursuant to Section 2.01(c) or (b) any Lender pursuant to
         Section 2.02(b).

                  "SWING LINE BANK" means the Initial Swing Line Bank and any
         Eligible Assignee to which the Swing Line Commitment hereunder has been
         assigned pursuant to Section 8.07 so long as such Eligible Assignee
         expressly agrees to perform in accordance with their terms all
         obligations that by the terms of this Agreement are required to be
         performed by it as a Swing Line Bank and notifies the Administrative
         Agent of its Applicable Lending Office and the amount of its Swing Line
         Commitment (which information shall be recorded by the Administrative
         Agent in the Register), for so long as such Initial Swing Line Bank or
         Eligible Assignee, as the case may be, shall have a Swing Line
         Commitment.

                  "SWING LINE BORROWING" means a borrowing consisting of a Swing
         Line Advance made by the Swing Line Bank pursuant to Section 2.01(c) or
         the Lenders pursuant to Section 2.02(b).

                  "SWING LINE COMMITMENT" means, with respect to the Swing Line
         Bank at any time, the amount set forth opposite the Swing Line Bank's
         name on Schedule I hereto under the caption "Swing Line Commitment" or,
         if the Swing Line Bank has entered into an Assignment and Acceptance,
         set forth for the Swing Line Bank in the Register maintained by the
         Administrative Agent pursuant to Section 8.07(d) as the Swing Line
         Bank's "Swing Line Commitment", as such amount may be reduced at or
         prior to such time pursuant to Section 2.05.

                  "SWING LINE FACILITY" means, at any time, an amount equal to
         the amount of the Swing Line Bank's Swing Line Commitment at such time,
         as such amount may be reduced at or prior to such time pursuant to
         Section 2.05.

                  "TAX AGREEMENT" means the Tax Sharing Agreement dated as of
         January 31, 1994, by and among the Borrower, GAF Corporation (a
         predecessor-in-interest to G-I Holdings), as amended as of March 19,
         2001, and as further amended to the extent permitted under the Loan
         Documents.

                  "TAXES" has the meaning specified in Section 2.12(a).


                                       36
<PAGE>
                  "TERMINATION DATE" means the earliest of (a) the fifth
         anniversary of the Effective Date, and (b) the date of termination in
         whole of the Revolving Credit Commitments, the Letter of Credit
         Commitment and the Swing Line Commitment, pursuant to Section 2.05 or
         6.01.

                  "TRADE LETTER OF CREDIT" means any Letter of Credit that is
         issued under the Letter of Credit Facility for the benefit of a
         supplier of Inventory to the Borrower or any of its Subsidiaries to
         effect payment for such Inventory.

                  "TRANSACTION DOCUMENTS" means, collectively, the Loan
         Documents and the Tax Agreement.

                  "TRANSACTIONS" means, collectively, the Intended Use
         Transactions and the other transactions contemplated in the Loan
         Documents.

                  "2001 LONG TERM INCENTIVE PLAN" means that certain incentive
         compensation plan known as the Building Materials Corporation of
         America 2001 Long Term Incentive Plan, effective as of December 31,
         2000, pursuant to which the Borrower grants Incentive Units (as defined
         therein) to eligible employees of the Borrower and its subsidiaries.

                  "2007 NOTES" has the meaning specified in the Preliminary
         Statements.

                  "2008 NOTES" has the meaning specified in the Preliminary
         Statements.

                  "2014 NOTES" has the meaning specified in the Preliminary
         Statements.

                  "TYPE" refers to the distinction between Advances bearing
         interest at the Base Rate and Advances bearing interest at the
         Eurodollar Rate.

                  "UNUSED REVOLVING CREDIT COMMITMENT" means, with respect to
         any Lender at any time, (a) such Lender's Revolving Credit Commitment
         at such time minus (b) the sum of (i) the aggregate principal amount of
         all Revolving Credit Advances, Swing Line Advances and Letter of Credit
         Advances made by such Lender (in its capacity as a Lender) and
         outstanding at such time plus (ii) such Lender's Pro Rata Share of (A)
         the aggregate Available Amount of all Letters of Credit outstanding at
         such time, (B) the aggregate principal amount of all Letter of Credit
         Advances made by the Issuing Bank pursuant to Section 2.03(c) and
         outstanding at such time and (C) the aggregate principal amount of all
         Swing Line Advances made by the Swing Line Bank pursuant to Section
         2.01(c) and outstanding at such time.

                  "VOTING INTERESTS" means shares of capital stock issued by a
         corporation, or equivalent Equity Interests in any other Person, the
         holders of which are ordinarily, in the absence of contingencies,
         entitled to vote for the election of directors (or persons performing
         similar functions) of such Person, even if the right so to vote has
         been suspended by the happening of such a contingency.

                  "WARRANTY RESERVE" means a reserve established by the
         Administrative Agent in its reasonable discretion against the principal
         balance of Receivables of the Loan Parties which represents 60 days of


                                       37
<PAGE>
         average warranty claims, as determined by the Administrative Agent in
         connection with its quarterly review.

                  "WELFARE PLAN" means a welfare plan, as defined in Section
         3(1) of ERISA, that is maintained for employees of any Loan Party or in
         respect of which any Loan Party could have liability.

                  "WITHDRAWAL LIABILITY" has the meaning specified in Part I of
Subtitle E of Title IV of ERISA.

         SECTION 1.02. Computation of Time Periods; Other Definitional
Provisions. In this Agreement and the other Loan Documents in the computation of
periods of time from a specified date to a later specified date, the word "FROM"
means "from and including" and the words "TO" and "UNTIL" each mean "to but
excluding". References in the Loan Documents to any agreement or contract "AS
AMENDED" shall mean and be a reference to such agreement or contract as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms.

         SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(g) ("GAAP").

         SECTION 1.04. Currency Equivalents Generally. Any amount specified in
this Agreement (other than in Articles II, VII and VIII) or any of the other
Loan Documents to be in U.S. dollars shall also include the equivalent of such
amount in any currency other than U.S. dollars, such equivalent amount to be
determined at the rate of exchange quoted by Citibank, N.A. in New York, New
York at the close of business on the Business Day immediately preceding any date
of determination thereof, to prime banks in New York, New York for the spot
purchase in the New York foreign exchange market of such amount in U.S. dollars
with such other currency.

                                    ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES
                            AND THE LETTERS OF CREDIT

         SECTION 2.01. The Advances and the Letters of Credit. (a) Advances and
Commitments Under Existing Credit Agreement; Assignments. On the Effective Date,
all Commitments made and Advances outstanding under the Existing Credit
Agreement shall be consolidated and, from and after the Effective Date, shall be
outstanding under this Agreement, with appropriate assignments of all rights and
obligations of Lender Parties under the Existing Credit Agreement in respect of
such Commitments and Advances outstanding under the Existing Credit Agreement
being made on the Effective Date from the holders thereof to the Initial Lender
Parties under this Agreement so that the Revolving Credit Commitment of each
Lender under this Agreement will be as set forth on Schedule I to this Agreement
with a Pro Rata Share of the outstanding Revolving Credit Advances under this
Agreement.

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<PAGE>
                  (b) The Revolving Credit Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make advances
(each a "REVOLVING CREDIT ADVANCE") to the Borrower from time to time on any
Business Day during the period from the Effective Date until the Termination
Date in an amount for each such Advance not to exceed such Lender's Unused
Revolving Credit Commitment at such time. Each Revolving Credit Borrowing shall
be in an aggregate amount of $5 million or an integral multiple of $1 million in
excess thereof (other than a Borrowing the proceeds of which shall be used
solely to repay or prepay in full outstanding Swing Line Advances or outstanding
Letter of Credit Advances in accordance with the terms hereof) and shall consist
of Revolving Credit Advances made simultaneously by the Lenders ratably
according to their Revolving Credit Commitments. Within the limits of each
Lender's Unused Revolving Credit Commitment in effect from time to time, the
Borrower may borrow under this Section 2.01(b), prepay pursuant to Section
2.06(a) and reborrow under this Section 2.01(b).

                  (c) The Swing Line Advances. The Swing Line Bank agrees on the
terms and conditions hereinafter set forth, to make Swing Line Advances to the
Borrower from time to time on any Business Day during the period from the
Effective Date until the Termination Date (i) in an aggregate amount not to
exceed at any time outstanding the Swing Line Commitment (the "SWING LINE
FACILITY") and (ii) in an amount for each such Swing Line Borrowing not to
exceed the aggregate of the Unused Revolving Credit Commitments of the Lenders
at such time. No Swing Line Advance shall be used for the purpose of funding the
payment of principal of any other Swing Line Advance. Each Swing Line Borrowing
shall be made as a Base Rate Advance. Within the limits of the Swing Line
Facility and within the limits referred to in clause (ii) above, the Borrower
may borrow under this Section 2.01(c), repay pursuant to Section 2.04(c) or
prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(c).

                  (d) The Letters of Credit. Prior to the Effective Date, the
Issuing Bank has issued the Existing Letters of Credit, which, from and after
the Effective Date, shall constitute Letters of Credit hereunder. The Issuing
Bank agrees, on the terms and conditions hereinafter set forth, to issue (or
cause its Affiliate that is a commercial bank to issue on its behalf) letters of
credit (the letters of credit issued on or after the Effective Date pursuant to
this Agreement, together with the Existing Letters of Credit, collectively, the
"LETTERS OF CREDIT") in U.S. Dollars for the account of the Borrower or, subject
to the second proviso in this sentence below, for the benefit of G-I Holdings
from time to time on any Business Day during the period from the Effective Date
until 30 days before the Termination Date in respect of the Revolving Credit
Facility in an aggregate Available Amount (i) for all Letters of Credit not to
exceed at any time the Issuing Bank's Letter of Credit Commitment at such time
and (ii) for each such Letter of Credit not to exceed the Unused Revolving
Credit Commitments of the Lenders at such time; provided, however, that in no
event shall the aggregate Available Amount for all Letters of Credit exceed $100
million; and provided, further, however, that the issuance of any Future G-I
Letter of Credit, and the renewal of any Future G-I Letter of Credit which
increases the stated amount of such Future G-I Letter of Credit, shall be
subject to compliance with Section 5.02(g). No Letter of Credit shall have an
expiration date (including all rights of the Borrower or the beneficiary to
require renewal) later than the date agreed to by the Issuing Bank and the
Borrower in respect of such Letter of Credit and (A) in the case of a Standby
Letter of Credit, shall not have an expiration date later than one year after
the date of issuance thereof, but may by its terms be renewable annually upon
notice (a "NOTICE OF RENEWAL") given to the Issuing Bank and the Administrative
Agent on or prior to any date for notice of renewal set forth in such Letter of


                                       39
<PAGE>
Credit but in any event at least three Business Days prior to the date of the
proposed renewal of such Standby Letter of Credit and upon fulfillment of the
applicable conditions set forth in Article III unless the Issuing Bank has
notified the Borrower (with a copy to the Administrative Agent) on or prior to
the date for notice of termination set forth in such Letter of Credit but in any
event at least 30 Business Days prior to the date of automatic renewal of its
election not to renew such Standby Letter of Credit (a "NOTICE OF TERMINATION")
and (B) in the case of a Trade Letter of Credit, shall not have an expiration
date later than 60 days after the date of issuance thereof; provided that the
terms of each Standby Letter of Credit that is automatically renewable annually
shall (x) require the Issuing Bank that issued such Standby Letter of Credit to
give the beneficiary named in such Standby Letter of Credit notice of any Notice
of Termination, (y) permit such beneficiary, upon receipt of such notice, to
draw under such Standby Letter of Credit prior to the date such Standby Letter
of Credit otherwise would have been automatically renewed and (z) not permit the
expiration date (after giving effect to any renewal) of such Standby Letter of
Credit in any event to be extended to a date later than 60 days before the
Termination Date. If either a Notice of Renewal is not given by the Borrower or
a Notice of Termination is given by the Issuing Bank pursuant to the immediately
preceding sentence, such Standby Letter of Credit shall expire on the date on
which it otherwise would have been automatically renewed; provided, however,
that even in the absence of receipt of a Notice of Renewal the Issuing Bank may
in its discretion, unless instructed to the contrary by the Administrative Agent
or the Borrower, deem that a Notice of Renewal had been timely delivered and in
such case, a Notice of Renewal shall be deemed to have been so delivered for all
purposes under this Agreement. Within the limits of the Letter of Credit
Facility, and subject to the limits referred to above, the Borrower may request
the issuance of Letters of Credit under this Section 2.01(d), repay any Letter
of Credit Advances resulting from drawings thereunder pursuant to Section
2.03(c) and request the issuance of additional Letters of Credit under this
Section 2.01(d). The Borrower agrees that, on or prior to the fourteenth day
before the Termination Date, the Borrower shall deposit (on terms and conditions
reasonably satisfactory to the Issuing Bank) in a collateral account designated
by the Issuing Bank an amount equal to 103% of the aggregate Available Amount of
all Letters of Credit then outstanding which have an expiration date later than
the Termination Date.

         SECTION 2.02. Making the Advances. (a) Except as otherwise provided in
Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later
than 11:00 A.M. (New York City time) on the third Business Day prior to the date
of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar
Rate Advances, or the first Business Day prior to the date of the proposed
Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the
Borrower to the Administrative Agent, which shall give to each Lender prompt
notice thereof by telex or telecopier. Each such notice of a Borrowing (a
"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing,
or by telex or telecopier, in substantially the form of Exhibit B hereto,
specifying therein the requested (i) date of such Borrowing, (ii) Type of
Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing and
(iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial
Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. (New
York City time) on the date of such Borrowing, make available for the account of
its Applicable Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, such Lender's ratable portion of such
Borrowing in accordance with the respective Revolving Credit Commitments of such


                                       40
<PAGE>
Lender and the other Lenders. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to the Borrower by
crediting the Borrower's Account; provided, however, that, in the case of any
Revolving Credit Borrowing, the Administrative Agent shall first make a portion
of such funds equal to the aggregate principal amount of any Swing Line Advances
and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank,
as the case may be, and by any other Lender and outstanding on the date of such
Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as
of such date, available to the Swing Line Bank or the Issuing Bank, as the case
may be, and such other Lenders for repayment of such Swing Line Advances and
Letter of Credit Advances.

                  (b) Each Swing Line Borrowing shall be made on notice, given
not later than 11:00 A.M. (New York City time) on the date of the proposed Swing
Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative
Agent. Each such notice of a Swing Line Borrowing (a "NOTICE OF SWING LINE
BORROWING") shall be by telephone, confirmed immediately in writing, or by telex
or telecopier, specifying therein the requested (i) date of such Borrowing, (ii)
amount of such Borrowing and (iii) maturity of such Borrowing (which maturity
shall be no later than the seventh day after the requested date of such
Borrowing). The Swing Line Bank will make the amount of the requested Swing Line
Advances available to the Administrative Agent at the Administrative Agent's
Account, in same day funds. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to the Borrower by
crediting the Borrower's Account. Upon written demand by the Swing Line Bank,
with a copy of such demand to the Administrative Agent, each other Lender shall
purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign
to each such other Lender, such other Lender's Pro Rata Share of such
outstanding Swing Line Advance as of the date of such demand, by making
available for the account of its Applicable Lending Office to the Administrative
Agent for the account of the Swing Line Bank, by deposit to the Administrative
Agent's Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Swing Line Advance to be purchased by such
Lender. The Borrower hereby agrees to each such sale and assignment. Each Lender
agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on
(i) the Business Day on which demand therefor is made by the Swing Line Bank,
provided that notice of such demand is given not later than 11:00 A.M. (New York
City time) on such Business Day or (ii) the first Business Day next succeeding
such demand if notice of such demand is given after such time. Upon any such
assignment by the Swing Line Bank to any other Lender of a portion of a Swing
Line Advance, the Swing Line Bank represents and warrants to such other Lender
that the Swing Line Bank is the legal and beneficial owner of such interest
being assigned by it, but makes no other representation or warranty and assumes
no responsibility with respect to such Swing Line Advance, the Loan Documents or
any Loan Party. If and to the extent that any Lender shall not have so made the
amount of such Swing Line Advance available to the Administrative Agent, such
Lender agrees to pay to the Administrative Agent forthwith on demand such amount
together with interest thereon, for each day from the date of demand by the
Swing Line Bank until the date such amount is paid to the Administrative Agent,
at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent
such amount for the account of the Swing Line Bank on any Business Day, such
amount so paid in respect of principal shall constitute a Swing Line Advance
made by such Lender on such Business Day for purposes of this Agreement, and the


                                       41
<PAGE>
outstanding principal amount of the Swing Line Advance made by the Swing Line
Bank shall be reduced by such amount on such Business Day.

                  (c) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
the initial Borrowing hereunder or for any Borrowing if the aggregate amount of
such Borrowing is less than $5 million or if the obligation of the Lenders to
make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09
or 2.10 and (ii) the Revolving Credit Advances may not be outstanding as part of
more than eight separate Borrowings.

                  (d) Each Notice of Borrowing and each Notice of Swing Line
Borrowing shall be irrevocable and binding on the Borrower. In the case of any
Borrowing that the related Notice of Borrowing specifies is to be comprised of
Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of any failure to
fulfill on or before the date specified in such Notice of Borrowing for such
Borrowing the applicable conditions set forth in Article III, including, without
limitation, any loss (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender as part of
such Borrowing when such Advance, as a result of such failure, is not made on
such date.

                  (e) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and the Borrower severally agree to repay or pay to the Administrative
Agent forthwith on demand such corresponding amount and to pay interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid or paid to the Administrative Agent, at (i) in
the case of the Borrower, the interest rate applicable at such time under
Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such
Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative
Agent such corresponding amount, such amount so paid shall constitute such
Lender's Advance as part of such Borrowing for all purposes.

                  (f) The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

         SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters
of Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York City time) on the fourth
Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to the Issuing Bank, which shall give to the


                                       42
<PAGE>
Administrative Agent and each Lender prompt notice thereof by telecopier or
electronic communication. Each such notice of issuance of a Letter of Credit (a
"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing,
or telecopier electronic communication, specifying therein the requested (A)
date of such issuance (which shall be a Business Day), (B) Available Amount of
such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name
and address of the beneficiary of such Letter of Credit and (E) form of such
Letter of Credit, and shall be accompanied by such application and agreement for
letter of credit as the Issuing Bank may specify to the Borrower for use in
connection with such requested Letter of Credit (a "LETTER OF CREDIT
AGREEMENT"). If (x) the requested form of such Letter of Credit is acceptable to
the Issuing Bank in its sole discretion exercised reasonably and (y) it has not
received notice of objection to such issuance from the Required Lenders, the
Issuing Bank will, upon fulfillment of the applicable conditions set forth in
Article III, make such Letter of Credit available to the Borrower at its office
referred to in Section 8.02 or as otherwise agreed with the Borrower in
connection with such issuance. In the event and to the extent that the
provisions of any Letter of Credit Agreement shall conflict with this Agreement,
the provisions of this Agreement shall govern.

                  (b) Letter of Credit Reports. The Issuing Bank shall furnish
(i) to the Administrative Agent, the Borrower and each Lender on the first
Business Day of each month a written report summarizing issuance and expiration
dates of Letters of Credit issued during the preceding month and drawings during
such month under all Letters of Credit and, (ii) to the Administrative Agent and
each Lender on the first Business Day of each calendar quarter a written report
setting forth the average daily aggregate Available Amount during the preceding
calendar quarter of all Letters of Credit.

                  (c) Participations in Letters of Credit. Upon the issuance of
a Letter of Credit by the Issuing Bank under Section 2.03(a), the Issuing Bank
shall be deemed, without further action by any party hereto, to have sold to
each Lender, and each such Lender shall be deemed, without further action by any
party hereto, to have purchased from the Issuing Bank, a participation in such
Letter of Credit in an amount for each Lender equal to such Lender's Pro Rata
Share of the Available Amount of such Letter of Credit, effective upon the
issuance of such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay such
Lender's Pro Rata Share of each L/C Disbursement made by the Issuing Bank and
not reimbursed by the Borrower forthwith on the date due as provided in Section
2.04(d) by making available for the account of its Applicable Lending Office to
the Administrative Agent for the account of the Issuing Bank by deposit to the
Administrative Agent's Account, in same day funds, an amount equal to such
Lender's Pro Rata Share of such L/C Disbursement. Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this Section
2.03(c) in respect of Letters of Credit is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or an Event of Default or the termination of the
Commitments, and that each such payment shall be made without any off-set,
abatement, withholding or reduction whatsoever. If and to the extent that any
Lender shall not have so made the amount of such L/C Disbursement available to
the Administrative Agent, such Lender agrees to pay to the Administrative Agent
forthwith on demand such amount together with interest thereon, for each day
from the date such L/C Disbursement is due pursuant to Section 2.04(b) until the
date such amount is paid to the Administrative Agent, at the Federal Funds Rate
for its account or the account of the Issuing Bank, as applicable. If such


                                       43
<PAGE>
Lender shall pay to the Administrative Agent such amount for the account of the
Issuing Bank on any Business Day, such amount so paid in respect of principal
shall constitute a Letter of Credit Advance made by such Lender on such Business
Day for purposes of this Agreement, and the outstanding principal amount of the
Letter of Credit Advance made by the Issuing Bank shall be reduced by such
amount on such Business Day.

                  (d) Drawing and Reimbursement. The payment by the Issuing Bank
of a draft drawn under any Letter of Credit shall constitute for all purposes of
this Agreement the making by the Issuing Bank of a Letter of Credit Advance,
which shall be a Base Rate Advance, in the amount of such draft.

                  (e) Failure to Make Letter of Credit Advances. The failure of
any Lender to make the Letter of Credit Advance to be made by it on the date
specified in Section 2.03(c) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such date.

         SECTION 2.04. Repayment of Advances. (a) Daily Repayments Upon Default.
On each Business Day after the occurrence and during the continuance of a
Default, the Administrative Agent shall apply all amounts on deposit in the Cash
Collateral Account first, to the prepayment of the L/C Advances then outstanding
until such Advances are paid in full, second to the prepayment of the Swing Line
Advances then outstanding until such Advances are paid in full, third to the
prepayment of the Revolving Credit Advances until such Advances are paid in full
and fourth to be deposited in the L/C Collateral Account to cash collateralize
103% of the Available Amount of the Letters of Credit then outstanding.

                  (b) Revolving Credit Advances. The Borrower shall repay to the
Administrative Agent for the ratable account of the Lenders on the Termination
Date the aggregate principal amount of the Revolving Credit Advances then
outstanding.

                  (c) Swing Line Advances. The Borrower shall repay to the
Administrative Agent for the account of the Swing Line Bank and each other
Lender that has made a Swing Line Advance the outstanding principal amount of
each Swing Line Advance made by each of them on the earlier of the maturity date
specified in the applicable Notice of Swing Line Borrowing (which maturity shall
be no later than the seventh day after the requested date of such Borrowing) and
the Termination Date.

                  (d) Letter of Credit Advances. (i) The Borrower shall repay to
the Administrative Agent for the account of the Issuing Bank and each other
Lender that has made a Letter of Credit Advance on the earlier of demand
(accompanied by written notice from the Issuing Bank that a payment has been
made under such Letter of Credit) and the Termination Date the outstanding
principal amount of each Letter of Credit Advance made by each of them.

                  (ii) The Obligations of the Borrower under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to any
Letter of Credit shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit


                                       44
<PAGE>
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances (it being understood
that any such payment by the Borrower is without prejudice to, and does not
constitute a waiver of, any rights the Borrower might have or might acquire as a
result of the payment by the Issuing Bank of any draft or the reimbursement by
the Borrower thereof):

                  (A) any lack of validity or enforceability of any Loan
         Document, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C RELATED DOCUMENTS");

                  (B) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Obligations of the Borrower in
         respect of any L/C Related Document or any other amendment or waiver of
         or any consent to departure from all or any of the L/C Related
         Documents;

                  (C) the existence of any claim, set-off, defense or other
         right that the Borrower may have at any time against any beneficiary or
         any transferee of a Letter of Credit (or any Persons for which any such
         beneficiary or any such transferee may be acting), the Issuing Bank or
         any other Person, whether in connection with the transactions
         contemplated by the L/C Related Documents or any unrelated transaction;

                  (D) any statement or any other document presented under a
         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;

                  (E) payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft, certificate or other document that
         does not strictly comply with the terms of such Letter of Credit;

                  (F) any non-perfection of any Collateral or any release or
         amendment or waiver of or consent to departure from the Subsidiary
         Guaranty for all or any of the Obligations of the Borrower in respect
         of the L/C Related Documents; or

                  (G) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including, without limitation, any
         other circumstance that might otherwise constitute a defense available
         to, or a discharge of, the Borrower or a Subsidiary Guarantor.

         SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Borrower may, upon at least three Business Days' notice to the
Administrative Agent, and without premium or penalty, terminate in whole or
reduce in part the unused portions of the Letter of Credit Facility and/or the
Unused Revolving Credit Commitments; provided, however, that each partial
reduction of a Facility (i) shall be in an aggregate amount of $5 million or an
integral multiple of $1 million in excess thereof and (ii) shall be made ratably
among the Lenders in accordance with their Commitments with respect to such
Facility.

                  (b) Mandatory. (i) The Letter of Credit Facility shall be
permanently reduced from time to time on the date of each reduction in the
Revolving Credit Facility by the amount, if any, by which the amount of the


                                       45
<PAGE>
Letter of Credit Facility exceeds the Revolving Credit Facility after giving
effect to such reduction of the Revolving Credit Facility.

                  (ii) The Swing Line Facility shall be permanently reduced from
time to time on the date of each reduction in the Revolving Credit Facility by
the amount, if any, by which the amount of the Swing Line Facility exceeds the
Revolving Credit Facility after giving effect to such reduction of the Revolving
Credit Facility.

         SECTION 2.06. Prepayments. (a) Optional. The Borrower may, upon at
least one Business Day's notice in the case of Base Rate Advances and three
Business Days' notice in the case of Eurodollar Rate Advances, in each case to
the Administrative Agent stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given the Borrower shall, prepay
the outstanding aggregate principal amount of the Advances comprising part of
the same Borrowing in whole or ratably in part, together with accrued interest
to the date of such prepayment on the aggregate principal amount so prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of $5 million or an integral multiple of $1 million in excess
thereof and (y) if any prepayment of a Eurodollar Rate Advance is made on a date
other than the last day of an Interest Period for such Advance, the Borrower
shall also pay any amounts owing pursuant to Section 8.04(d).

                  (b) Mandatory. (i) The Borrower shall, on the applicable
Prepayment Date with respect to Net Cash Proceeds by any Loan Party from (A) the
sale, lease, transfer or other disposition including, without limitation, any
and all involuntary dispositions, whether by condemnation, casualty loss or
otherwise, of any assets of any Loan Party or any of its Subsidiaries (other
than any sale, lease, transfer or other disposition of assets referred to in
clause (i), (ii) or (iii) of the definition of Certain Permitted Dispositions),
(B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of
any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), (C)
the sale or issuance by any Loan Party or any of its Subsidiaries of any Equity
Interests and (D) any Extraordinary Receipt received by or paid to or for the
account of any Loan Party or any of its Subsidiaries and not otherwise included
in clause (A), (B) or (C) above, prepay an aggregate principal amount of the
Advances comprising part of the same Borrowings (with application to be made in
accordance with clause (iv) of this Section 2.06(b)), in an aggregate amount
equal to the amount of such Net Cash Proceeds. Each such prepayment shall be
applied to the Revolving Credit Facility as set forth in clause (iv) below. For
the avoidance of doubt, mandatory prepayments shall not permanently reduce the
Commitments.

                  (ii) The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Revolving Credit Advances comprising part of
the same Borrowings, the Letter of Credit Advances and the Swing Line Advances
(with application to be made in accordance with clause (iv) of this Section
2.06(b)) in an amount equal to the amount by which (A) the sum of (I) the
aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter
of Credit Advances and (z) the Swing Line Advances then outstanding plus (II)
the aggregate Available Amount of all Letters of Credit then outstanding,
exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value on
such Business Day.

                                       46
<PAGE>
                  (iii) The Borrower shall, on each Business Day, pay to the
Administrative Agent for deposit in the L/C Collateral Account an amount
sufficient to cause the aggregate amount on deposit in the L/C Collateral
Account to equal the amount by which the aggregate Available Amount of all
Letters of Credit then outstanding exceeds the Letter of Credit Facility on such
Business Day.

                  (iv) Prepayments of the Revolving Credit Facility made
pursuant to clause (i), (ii), or (iii) above shall be first applied to prepay
Letter of Credit Advances then outstanding until such Advances are paid in full,
second applied to prepay Swing Line Advances then outstanding until such
Advances are paid in full, and third applied to prepay Revolving Credit Advances
then outstanding comprising part of the same Borrowings until such Advances are
paid in full; and, in the case of prepayments of the Revolving Credit Facility
required pursuant to clause (i) or (ii) above, the amount remaining (if any)
after the prepayment in full of the Advances then outstanding (the sum of such
prepayment amounts in respect of Revolving Credit Advances, Letter of Credit
Advances and Swing Line Advances, and remaining amount being referred to herein
as the "REDUCTION AMOUNT") may be retained by the Borrower. Upon the drawing of
any Letter of Credit for which funds are on deposit in the L/C Collateral
Account, such funds shall be applied to reimburse the Issuing Bank or Lenders,
as applicable.

                  (v) All prepayments under this subsection (b) shall be made
together with accrued interest to the date of such prepayment on the principal
amount prepaid, together with any amounts owing pursuant to Section 8.04. If any
payment of Eurodollar Rate Advances otherwise required to be made under this
Section 2.06(b) would be made on a day other than the last day of the applicable
Interest Period therefor, the Borrower may direct the Administrative Agent to
(and if so directed, the Administrative Agent shall) deposit such payment in the
Collateral Account until the last day of the applicable Interest Period at which
time the Administrative Agent shall apply the amount of such payment to the
prepayment of such Advances; provided, however, that such Advances shall
continue to bear interest as set forth in Section 2.07 until the last day of the
applicable Interest Period therefor.

         SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance owing to each Lender
from the date of such Advance until such principal amount shall be paid in full,
at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance, a rate per annum equal at all times to the Base
         Rate in effect from time to time, payable in arrears monthly on the
         first day of each month during such periods and on the date such Base
         Rate Advance shall be Converted or paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Advance to the sum of (A)
         the Eurodollar Rate for such Interest Period for such Advance plus (B)
         the Applicable Margin, payable in arrears on the last day of such
         Interest Period and, if such Interest Period has a duration of more
         than three months, on each day that occurs during such Interest Period
         every three months from the first day of such Interest Period and on
         the date such Eurodollar Rate Advance shall be Converted or paid in
         full.

                                       47
<PAGE>
                  (b) Default Interest. Upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent may, and upon the
request of the Required Lenders shall, require that the Borrower pay interest
("DEFAULT Interest") on (i) the outstanding and unpaid principal amount of each
Advance owing to each Lender Party, payable in arrears on the dates referred to
in clause (i) or (ii) of Section 2.07(a), as applicable, or otherwise on demand,
at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on such Advance pursuant to clause (i) or (ii) of Section
2.07(a), as applicable, and (ii) to the fullest extent permitted by applicable
law, the amount of any interest, fee or other amount payable under this
Agreement or any other Loan Document to any Agent or any Lender Party that is
not paid when due, from the date such amount shall be due until such amount
shall be paid in full, payable in arrears on the date such amount shall be paid
in full or otherwise on demand, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid, in the case of interest, on
the Type of Advance on which such interest has accrued pursuant to clause (i) or
(ii) of Section 2.07(a), as applicable, and, in all other cases, on Base Rate
Advances pursuant to clause (i) of Section 2.07(a); provided, however, that
following the acceleration of the Advances, or the giving of notice by the Agent
to accelerate the Advances that has not been revoked or rescinded, pursuant to
Section 6.01, Default Interest shall accrue and be payable hereunder whether or
not previously required by the Administrative Agent.

                  (c) Notice of Interest Period and Interest Rate. Promptly
after receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of
Conversion pursuant to Section 2.09 or a notice of selection of an Interest
Period pursuant to the terms of the definition of "Interest Period", the
Administrative Agent shall give notice to the Borrower and each Lender of the
applicable Interest Period and the applicable interest rate determined by the
Administrative Agent for purposes of clause (a)(i) or (a)(ii) above.

         SECTION 2.08. Fees. (a) Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of the Lenders a commitment fee, from the
date hereof in the case of each Initial Lender and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a Lender
in the case of each other Lender until the Termination Date, payable in arrears
monthly on the first day of each month (or if such day is not a Business Day, on
the next succeeding Business Day), commencing on the first Business Day of the
first month commencing after the Effective Date, and on the Termination Date in
respect of the applicable Facility, at the rate per annum, on the sum of the
daily Unused Revolving Credit Commitment of such Lender plus its Pro Rata Share
of the daily outstanding Swing Line Advances during such month, of (i) for an
initial period commencing on the Effective Date and ending on the date which is
the last day of the Borrower's first full fiscal quarter following the Effective
Date, 0.30%, and (ii) as of any date thereafter, a rate per annum equal to the
rate set forth below opposite the then applicable Leverage Ratio (determined on
the last day for which financial statements and other information have been
delivered pursuant to Section 5.03(b) or (c)):

              Leverage Ratio:                          Rate:
              ---------------                          ----

              Equal to or less than 2.50 to 1.         0.250%

              Greater than 2.50 to 1 and less
               than or equal to 4.25 to 1.             0.300%

              Greater than 4.25 to 1.                  0.375%


                                       48
<PAGE>
provided, however, that any commitment fee accrued with respect to any of the
Commitments of a Defaulting Lender during the period prior to the time such
Lender became a Defaulting Lender and unpaid at such time shall not be payable
by the Borrower so long as such Lender shall be a Defaulting Lender except to
the extent that such commitment fee shall otherwise have been due and payable by
the Borrower prior to such time; and provided further that no commitment fee
shall accrue on any of the Commitments of a Defaulting Lender so long as such
Lender shall be a Defaulting Lender.

                  Any change in the above commitment fee resulting from a change
in the Leverage Ratio on the last day of any subsequent fiscal quarter of the
Borrower shall become effective on the date of delivery by the Borrower to the
Administrative Agent of financial statements and other information pursuant to
Section 5.03(b) or (c), as applicable, for the period ending on the last day of
such subsequent fiscal quarter, provided, however, that the rate of such
commitment fee shall be a rate of 0.375% per annum if the Borrower has failed to
furnish to the Administrative Agent such financial statements and other
information with respect to such fiscal quarter when required under Section
5.03(b) or (c), as applicable, in each case until such financial statements and
other information have been furnished.

                  (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to
the Administrative Agent for the account of each Lender a commission, payable in
arrears monthly on the first day of each month (or if such day is not a Business
Day, on the next succeeding Business Day), commencing on the first Business Day
of the first calendar month commencing after the Effective Date, and on the
Termination Date in respect of the Letter of Credit Facility, on such Lender's
Pro Rata Share of the average daily aggregate stated amount during such month of
Letters of Credit outstanding from time to time at the rate of the Applicable
Margin for Eurodollar Rate Advances. Upon the occurrence and during the
continuance of an Event of Default, the amount of commission payable by the
Borrower under this clause (b)(i) shall be increased by 2% per annum.

                  (ii) The Borrower shall pay to the Issuing Bank, for its
own account, (A) an issuance fee for each Letter of Credit in an amount equal to
0.25% per annum of the Available Amount of such Letter of Credit on the date of
issuance of such Letter of Credit, payable in arrears monthly on the date of
issuance and on the corresponding day of the month (or if such day is not a
Business Day, on the next succeeding Business Day) of each of the immediately
succeeding months and (B) such other commissions, fronting fees, transfer fees
and other customary fees and charges in connection with the issuance or
administration of each Letter of Credit as the Borrower and the Issuing Bank
shall agree.

                  (c) Agents' Fees. The Borrower shall pay to each Agent for its
own account such fees as may from time to time be agreed between the Borrower
and such Agent.

         SECTION 2.09. Conversion of Advances. (a) Optional. The Borrower may on
any Business Day, upon notice given to the Administrative Agent not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of


                                       49
<PAGE>
the proposed Conversion and subject to the provisions of Section 2.10, Convert
all or any portion of the Advances of one Type comprising the same Borrowing
into Advances of the other Type; provided, however, that any Conversion of
Eurodollar Rate Advances into Base Rate Advances shall be made only on the last
day of an Interest Period for such Eurodollar Rate Advances, any Conversion of
Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less
than the minimum amount specified in Section 2.02(c), no Conversion of any
Advances shall result in more separate Borrowings than permitted under Section
2.02(c) and each Conversion of Advances comprising part of the same Borrowing
shall be made ratably among the Lenders. Each such notice of Conversion shall,
within the restrictions specified above, specify (i) the date of such
Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is
into Eurodollar Rate Advances, the duration of the initial Interest Period for
such Advances. Each notice of Conversion shall be irrevocable and binding on the
Borrower.

                  (b) Mandatory. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $1 million, such
Advances shall automatically Convert into Base Rate Advances.

                  (ii) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Lenders,
whereupon each such Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance.

                  (iii) Upon the occurrence and during the continuance of any
Event of Default, (x) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance and (y) the obligation of the Lenders to make, or to Convert Advances
into, Eurodollar Rate Advances shall be suspended.

         SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i) the
introduction of or any change (other than any change by way of imposition or
increase of reserve requirements included in the Eurodollar Rate Reserve
Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender Party of agreeing to make or of making,
funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of
issuing or maintaining or participating in Letters of Credit (excluding, for
purposes of this Section 2.10, any such increased costs resulting from (x) Taxes
or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the
basis of taxation of overall net income or overall gross income by the United
States or by the foreign jurisdiction or state under the laws of which such
Lender Party is organized or has its Applicable Lending Office or any political
subdivision thereof), then the Borrower shall from time to time, upon demand by
such Lender Party (with a copy of such demand to the Administrative Agent), pay
to the Administrative Agent for the account of such Lender Party additional
amounts sufficient to compensate such Lender Party for such increased cost;
provided, however, that the Borrower shall not be responsible for costs under
this Section 2.10(a) arising more than 120 days prior to receipt by the Borrower
of the demand from the affected Lender Party pursuant to this Section 2.10(a);


                                       50
<PAGE>
provided further that a Lender Party claiming additional amounts under this
Section 2.10(a) agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost that may thereafter
accrue and would not, in the reasonable judgment of such Lender Party, be
otherwise disadvantageous to such Lender Party. A certificate as to the amount
of such increased cost, submitted to the Borrower by such Lender Party, shall be
conclusive and binding for all purposes, absent manifest error.

                  (b) If, due to either (i) the introduction of or any change in
or in the interpretation of any law or regulation or (ii) the compliance with
any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
amount of capital required or expected to be maintained by any Lender Party or
any corporation controlling such Lender Party as a result of or based upon the
existence of such Lender Party's commitment to lend or to issue or participate
in Letters of Credit hereunder and other commitments of such type or the
issuance or maintenance of or participation in the Letters of Credit (or similar
contingent obligations), then, upon demand by such Lender Party or such
corporation (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to the Administrative Agent for the account of such Lender
Party, from time to time as specified by such Lender Party, additional amounts
sufficient to compensate such Lender Party in the light of such circumstances,
to the extent that such Lender Party reasonably determines such increase in
capital to be allocable to the existence of such Lender Party's commitment to
lend or to issue or participate in Letters of Credit hereunder or to the
issuance or maintenance of or participation in any Letters of Credit; provided,
however, that the Borrower shall not be responsible for costs under this Section
2.10(b) arising more than 180 days prior to receipt by the Borrower of the
demand from the affected Lender Party pursuant to this Section 2.10(b). A
certificate as to such amounts submitted to the Borrower by such Lender Party
shall be conclusive and binding for all purposes, absent manifest error.

                  (c) If, with respect to any Eurodollar Rate Advances, the
Required Lenders notify the Administrative Agent that the Eurodollar Rate for
any Interest Period for such Advances will not adequately reflect the cost to
such Lenders of making, funding or maintaining their Eurodollar Rate Advances
for such Interest Period, the Administrative Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make,
or to Convert Advances into, Eurodollar Rate Advances shall be suspended until
the Administrative Agent shall notify the Borrower that such Lenders have
determined that the circumstances causing such suspension no longer exist.

                  (d) Notwithstanding any other provision of this Agreement, if
the introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other Governmental
Authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower
through the Administrative Agent, (i) each Eurodollar Rate Advance will
automatically, upon such demand, Convert into a Base Rate Advance and (ii) the


                                       51
<PAGE>
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing such
suspension no longer exist; provided, however, that, before making any such
demand, such Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Eurodollar Lending Office if the making of such a designation would allow such
Lender or its Eurodollar Lending Office to continue to perform its obligations
to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar
Rate Advances and would not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender.

                  (e) In the event that any Lender Party demands payment of
costs or additional amounts pursuant to Section 2.10 or Section 2.12 or asserts,
pursuant to Section 2.10(d), that it is unlawful for such Lender Party to make
Eurodollar Rate Advances or becomes a Defaulting Lender then (subject to such
Lender Party's right to rescind such demand or assertion within 10 days after
the notice from the Borrower referred to below) the Borrower may, upon 20 days'
prior written notice to such Lender Party and the Administrative Agent, elect to
cause such Lender Party to assign its Advances and Commitments in full to one or
more Persons selected by the Borrower so long as (a) each such Person satisfies
the criteria of an Eligible Assignee and is reasonably satisfactory to the
Administrative Agent, (b) such Lender Party receives payment in full in cash of
the outstanding principal amount of all Advances made by it and all accrued and
unpaid interest thereon and all other amounts due and payable to such Lender
Party as of the date of such assignment (including, without limitation, amounts
owing pursuant to Sections 2.10, 2.12, 2.15 and 8.04) and (c) each such Lender
Party assignee agrees to accept such assignment and to assume all obligations of
such Lender Party assignor hereunder in accordance with Section 8.07.

         SECTION 2.11. Payments and Computations. (a) The Borrower shall make
each payment hereunder and under the Notes, irrespective of any right of
counterclaim or set-off (except as otherwise provided in Section 2.15), not
later than 12:30 P.M. (New York City time) on the day when due in U.S. dollars
to the Administrative Agent at the Administrative Agent's Account in same day
funds, with payments being received by the Administrative Agent after such time
being deemed to have been received on the next succeeding Business Day. The
Administrative Agent will promptly thereafter cause like funds to be distributed
(i) if such payment by the Borrower is in respect of principal, interest,
commitment fees or any other Obligation then payable hereunder and under the
Notes to more than one Lender Party, to such Lender Parties for the account of
their respective Applicable Lending Offices ratably in accordance with the
amounts of such respective Obligations then payable to such Lender Parties and
(ii) if such payment by the Borrower is in respect of any Obligation then
payable hereunder to one Lender Party, to such Lender Party for the account of
its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 8.07(d), from and after the effective date of such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder and under
the Notes in respect of the interest assigned thereby to the Lender Party
assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.


                                       52
<PAGE>
                  (b) The Borrower hereby authorizes each Lender Party and each
of its Affiliates, if and to the extent payment owed to such Lender Party is not
made when due hereunder or, in the case of a Lender, under the Note held by such
Lender, to charge from time to time, to the fullest extent permitted by law,
against any or all of the Borrower's accounts with such Lender Party or such
Affiliate any amount so due.

                  (c) All computations of interest, fees and Letter of Credit
commissions shall be made by the Administrative Agent on the basis of a year of
360 days, in each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest,
fees or commissions are payable. Each determination by the Administrative Agent
of an interest rate, fee or commission hereunder shall be conclusive and binding
for all purposes, absent manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or commitment or
letter of credit fee or commission, as the case may be; provided, however, that,
if such extension would cause payment of interest on or principal of Eurodollar
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day. All repayments of Advances
shall be applied first to repay such Advances that are Base Rate Advances and
then to repay such Advances that are Eurodollar Rate Advances.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to any Lender
Party hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender Party
on such due date an amount equal to the amount then due such Lender Party. If
and to the extent the Borrower shall not have so made such payment in full to
the Administrative Agent, each such Lender Party shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
Party together with interest thereon, for each day from the date such amount is
distributed to such Lender Party until the date such Lender Party repays such
amount to the Administrative Agent, at the Federal Funds Rate.

                  (f) Whenever any payment received by the Administrative Agent
under this Agreement or any of the other Loan Documents is insufficient to pay
in full all amounts due and payable to the Agents and the Lender Parties under
or in respect of this Agreement and the other Loan Documents on any date, such
payment shall be distributed by the Administrative Agent and applied by the
Agents and the Lender Parties in the following order of priority:

                  (i) first, to the payment of all of the fees, indemnification
         payments, costs and expenses that are due and payable to the Agents
         (solely in their respective capacities as Agents) under or in respect
         of this Agreement and the other Loan Documents on such date, ratably
         based upon the respective aggregate amounts of all such fees,
         indemnification payments, costs and expenses owing to the Agents on
         such date;

                                       53
<PAGE>
                  (ii) second, to the payment of all of the fees,
         indemnification payments, costs and expenses that are due and payable
         to the Issuing Bank and the Swing Line Bank (solely in their respective
         capacities as such) under or in respect of this Agreement and the other
         Loan Documents on such date, ratably based upon the respective
         aggregate amounts of all such fees, indemnification payments, costs and
         expenses owing to the Issuing Bank and the Swing Line Bank on such
         date;

                  (iii) third, to the payment of all of the indemnification
         payments, costs and expenses that are due and payable to the Lenders
         under Sections 8.04 hereof, Section 10 of the Security Agreement and
         any similar section of any of the other Loan Documents on such date,
         ratably based upon the respective aggregate amounts of all such
         indemnification payments, costs and expenses owing to the Lenders on
         such date;

                  (iv) fourth, to the payment of all of the amounts that are due
         and payable to the Administrative Agent and the Lender Parties under
         Sections 2.10 and 2.12 hereof on such date, ratably based upon the
         respective aggregate amounts thereof owing to the Administrative Agent
         and the Lender Parties on such date;

                  (v) fifth, to the payment of all of the fees that are due and
         payable to the Lenders under Section 2.08(a) on such date, ratably
         based upon the respective aggregate Commitments of the Lenders under
         the Facilities on such date;

                  (vi) sixth, to the payment of all of the accrued and unpaid
         interest on the Obligations of the Borrower under or in respect of the
         Loan Documents that is due and payable to the Administrative Agent and
         the Lender Parties under Section 2.07(b) on such date, ratably based
         upon the respective aggregate amounts of all such interest owing to the
         Administrative Agent and the Lender Parties on such date;

                  (vii) seventh, to the payment of all of the accrued and unpaid
         interest on the Advances that is due and payable to the Administrative
         Agent and the Lender Parties under Section 2.07(a) on such date,
         ratably based upon the respective aggregate amounts of all such
         interest owing to the Administrative Agent and the Lender Parties on
         such date;

                  (viii) eighth, to the payment of the principal amount of all
         of the outstanding Advances that is due and payable to the
         Administrative Agent and the Lender Parties on such date, ratably based
         upon the respective aggregate amounts of all such principal owing to
         the Administrative Agent and the Lender Parties on such date;

                  (ix) ninth, to the payment of any and all ACH Obligations (as
         defined in the Security Agreement) owing to Citibank, N.A., any Lender
         or any of their respective Affiliates; and

                  (x) tenth, to the payment of all other Obligations of the Loan
         Parties owing under or in respect of the Loan Documents that are due
         and payable to the Administrative Agent and the other Secured Parties
         on such date, ratably based upon the respective aggregate amounts of
         all such Obligations owing to the Administrative Agent and the other
         Secured Parties on such date.


                                       54
<PAGE>
         SECTION 2.12. Taxes. (a) Any and all payments by any Loan Party to or
for the account of any Lender Party or any Agent hereunder or under the Notes or
any other Loan Document shall be made, in accordance with Section 2.11 or the
applicable provisions of such other Loan Document, if any, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender Party and each Agent, taxes that are
imposed on its overall net income by the United States and taxes that are
imposed on its overall net income (and franchise taxes imposed in lieu thereof)
by the state or foreign jurisdiction under the laws of which such Lender Party
or such Agent, as the case may be, is organized or any political subdivision
thereof and, in the case of each Lender Party, taxes that are imposed on its
overall net income (and franchise taxes imposed in lieu thereof) by the state or
foreign jurisdiction of such Lender Party's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as "TAXES"). If any
Loan Party shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder or under any Note or any other Loan Document to any
Lender Party or any Agent, (i) the sum payable by the Borrower shall be
increased as may be necessary so that after such Loan Party and the
Administrative Agent have made all required deductions (including deductions
applicable to additional sums payable under this Section 2.12) such Lender Party
or such Agent, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Loan Party shall make
all such deductions and (iii) such Loan Party shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

                  (b) In addition, a Loan Party shall pay any present or future
stamp, documentary, excise, property, intangible, mortgage recording or similar
taxes, charges or levies that arise from any payment made by such Loan Party
hereunder or under any Notes or any other Loan Documents or from the execution,
delivery or registration of, performance under, or otherwise with respect to,
this Agreement, the Notes or the other Loan Documents (hereinafter referred to
as "OTHER TAXES").

                  (c) The Loan Parties shall indemnify each Lender Party and
each Agent for and hold them harmless against the full amount of Taxes and Other
Taxes, and for the full amount of taxes of any kind imposed or asserted by any
jurisdiction on amounts payable under this Section 2.12, imposed on or paid by
such Lender Party or such Agent (as the case may be) and any liability
(including penalties, additions to tax, interest and expenses) arising therefrom
or with respect thereto. This indemnification shall be made within 30 days from
the date such Lender Party or such Agent (as the case may be) makes written
demand setting forth in reasonable detail its claim and the basis for
indemnification hereunder.

                  (d) Within 30 days after the date of any payment of Taxes, the
appropriate Loan Party shall furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing such payment, to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the
Administrative Agent. In the case of any payment hereunder or under the Notes or
the other Loan Documents by or on behalf of a Loan Party through an account or
branch outside the United States or by a payor that is not a United States
person, if such Loan Party determines that no Taxes are payable in respect


                                       55
<PAGE>
thereof, such Loan Party shall furnish, or shall cause such payor to furnish, to
the Administrative Agent, at such address, an opinion of counsel acceptable to
the Administrative Agent stating that such payment is exempt from Taxes.

                  (e) Each Lender Party organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date of its
execution and delivery of this Agreement in the case of each Initial Lender
Party and on the date of the Assignment and Acceptance pursuant to which it
becomes a Lender Party in the case of each other Lender Party, and from time to
time thereafter as reasonably requested in writing by the Borrower (but only so
long thereafter as such Lender Party remains lawfully able to do so), provide
each of the Administrative Agent and the Borrower with two original Internal
Revenue Service Forms W-8BEN or W-8ECI (or in the case of a Lender Party that
has certified in writing to the Administrative Agent that it is not (i) a "bank"
(as defined in Section 881(c)(3)(A) of the Internal Revenue Code), (ii) a
10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Internal Revenue Code) of the Borrower or (iii) a controlled foreign corporation
related to the Borrower (within the meaning of Section 864(d)(4) of the Internal
Revenue Code), Internal Revenue Service Form W-8BEN), as appropriate, or any
successor or other form prescribed by the Internal Revenue Service, certifying
that such Lender Party is exempt from or entitled to a reduced rate of United
States withholding tax on payments pursuant to this Agreement or the Notes or
any other Loan Document or, in the case of a Lender Party that has certified
that it is not a "bank" as described above, certifying that such Lender Party is
a foreign corporation, partnership, estate or trust entitled to exemption from
withholding as portfolio interest under Section 871(h) or 881(c) of the Internal
Revenue Code. If the forms provided by a Lender Party at the time such Lender
Party first becomes a party to this Agreement indicate a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes unless and until such Lender Party provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods
governed by such forms; provided, however, that if, at the effective date of the
Assignment and Acceptance pursuant to which a Lender Party becomes a party to
this Agreement, the Lender Party assignor was entitled to payments under
subsection (a) of this Section 2.12 in respect of United States withholding tax
with respect to interest paid at such date, then, to such extent, the term Taxes
shall include (in addition to withholding taxes that may be imposed in the
future or other amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to the Lender Party assignee on such date.
If any form or document referred to in this subsection (e) requires the
disclosure of information, other than information necessary to compute the tax
payable and information required on the date hereof by Internal Revenue Service
Form W-8BEN or W-8EC1 or the related certificate described above, that the
applicable Lender Party reasonably considers to be confidential, such Lender
Party shall give notice thereof to the Borrower and shall not be obligated to
include in such form or document such confidential information. For purposes of
subsections (d) and (e) of this Section 2.12, the terms "UNITED STATES" and
"UNITED STATES PERSON" shall have the meanings specified in Section 7701 of the
Internal Revenue Code.

                  (f) For any period with respect to which a Lender Party has
failed to provide the Borrower with the appropriate form, certificate or other
document described in subsection (e) above (other than if such failure is due to
a change in law, or in the interpretation or application thereof, occurring
after the date on which a form, certificate or other document originally was


                                       56
<PAGE>
required to be provided or if such form, certificate or other document otherwise
is not required under subsection (e) above), such Lender Party shall not be
entitled to indemnification under subsection (a) or (c) of this Section 2.12
with respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender Party become subject to Taxes because of
its failure to deliver a form, certificate or other document required hereunder,
the Loan Parties shall take such steps as such Lender Party shall reasonably
request to assist such Lender Party to recover such Taxes.

                  (g) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.12
shall survive the payment in full of the principal and of interest on all
Borrowings and Advances made hereunder.

                  (h) Notwithstanding anything to the contrary in this Section
2.12, any Lender Party claiming any additional amounts payable pursuant to this
Section 2.12 shall use its reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to change the jurisdiction of its
Applicable Lending Office if the making of such a change would avoid the need
for, or reduce the amount of, any such additional amounts that would be payable
or may thereafter accrue and would not, in the sole determination of such
Lender, be otherwise disadvantageous to such Lender Party.

                  (i) If the Borrower determines in good faith that substantial
authority exists for successfully contesting any Taxes paid or otherwise
indemnified against under Section 2.12(c), and so long as the Borrower agrees in
writing to indemnify the relevant Lender, the Administrative Agent or any other
Agent against any damages or costs in connection with such contest, the relevant
Lender, the Administrative Agent or any other Agent, as applicable, shall
cooperate with the Borrower in challenging such Taxes at the Borrower's expense,
if so requested by the Borrower, unless the relevant Lender, the Administrative
Agent or other Agent, as the case may be, determines in its discretion that it
would be adversely affected by such contest. If any Lender, the Administrative
Agent or any other Agent, as applicable, receives a refund of a Tax previously
paid by the Borrower or otherwise indemnified against under Section 2.12(c),
which refund in the good faith judgment of such Lender, the Administrative Agent
or such other Agent, as the case may be, is attributable to such payment made by
the Borrower, then the Lender, the Administrative Agent or other Agent, as the
case may be, shall reimburse the Borrower for such amount (together with any
interest received thereon) as the Lender, the Administrative Agent or other
Agent, as the case may be, determines to be the proportion of the refund as will
leave it, after such reimbursement, in no better or worse position (taking into
account expenses or any Taxes imposed on the refund) than it would have been in
if the payment had not been required, provided, however, that any such
reimbursement shall be made only after such refund has been finally determined
and cannot be adjusted and the Borrower shall return such refund to such Lender
or Agent if erroneously made or otherwise changed. At the expense of the
Borrower, the Lender, an Administrative Agent or other Agent shall claim any
refund involving a Tax against which it is indemnified by the Borrower that such
Lender or Agent determines is available to it, unless such Lender or Agent
concludes in its discretion that it would be adversely affected by making such a
claim. The agreements in this clause (i) shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


                                       57
<PAGE>
         SECTION 2.13. Sharing of Payments, Etc. If any Lender Party shall
obtain at any time any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise, other than as a result of an
assignment pursuant to Section 8.07) (a) on account of Obligations due and
payable to such Lender Party hereunder and under the Notes and the other Loan
Documents at such time in excess of its ratable share (according to the
proportion of (i) the amount of such Obligations due and payable to such Lender
Party at such time to (ii) the aggregate amount of the Obligations due and
payable to all Lender Parties hereunder and under the Notes and the other Loan
Documents at such time) of payments on account of the Obligations due and
payable to all Lender Parties hereunder and under the Notes at such time
obtained by all the Lender Parties at such time or (b) on account of Obligations
owing (but not due and payable) to such Lender Party hereunder and under the
Notes and the other Loan Documents at such time in excess of its ratable share
(according to the proportion of (i) the amount of such Obligations owing to such
Lender Party at such time to (ii) the aggregate amount of the Obligations owing
(but not due and payable) to all Lender Parties hereunder and under the Notes
and the other Loan Documents at such time) of payments on account of the
Obligations owing (but not due and payable) to all Lender Parties hereunder and
under the Notes at such time obtained by all of the Lender Parties at such time,
such Lender Party shall forthwith purchase from the other Lender Parties such
interests or participating interests in the Obligations due and payable or owing
to them, as the case may be, as shall be necessary to cause such purchasing
Lender Party to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender Party, such purchase from each other
Lender Party shall be rescinded and such other Lender Party shall repay to the
purchasing Lender Party the purchase price to the extent of such Lender Party's
ratable share (according to the proportion of (i) the purchase price paid to
such Lender Party to (ii) the aggregate purchase price paid to all Lender
Parties) of such recovery together with an amount equal to such Lender Party's
ratable share (according to the proportion of (i) the amount of such other
Lender Party's required repayment to (ii) the total amount so recovered from the
purchasing Lender Party) of any interest or other amount paid or payable by the
purchasing Lender Party in respect of the total amount so recovered. The
Borrower agrees that any Lender Party so purchasing an interest or participating
interest from another Lender Party pursuant to this Section 2.13 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such interest or participating interest,
as the case may be, as fully as if such Lender Party were the direct creditor of
the Borrower in the amount of such interest or participating interest, as the
case may be.

         SECTION 2.14. Use of Proceeds. The proceeds of the Advances and
issuances of Letters of Credit shall be available (and the Borrower agrees that
it shall use such proceeds and Letters of Credit) solely to (i) refinance the
obligations under the Existing Credit Agreement, (ii) pay related transactions
costs, fees and expenses, and (iii) provide financing for working capital, and
other general corporate purposes for the Borrower and its Subsidiaries
(collectively, the "INTENDED USE TRANSACTIONS").

         SECTION 2.15. Defaulting Lenders. (a) In the event that, at any one
time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting
Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower
shall be required to make any payment hereunder or under any other Loan Document
to or for the account of such Defaulting Lender, then the Borrower may, so long
as no Default shall occur or be continuing at such time and to the fullest


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<PAGE>
extent permitted by applicable law, set off and otherwise apply the Obligation
of the Borrower to make such payment to or for the account of such Defaulting
Lender against the obligation of such Defaulting Lender to make such Defaulted
Advance. In the event that, on any date, the Borrower shall so set off and
otherwise apply its obligation to make any such payment against the obligation
of such Defaulting Lender to make any such Defaulted Advance on or prior to such
date, the amount so set off and otherwise applied by the Borrower shall
constitute for all purposes of this Agreement and the other Loan Documents an
Advance by such Defaulting Lender made on the date of such setoff under the
Facility pursuant to which such Defaulted Advance was originally required to
have been made pursuant to Section 2.01. Such Advance shall be considered, for
all purposes of this Agreement, to comprise part of the Borrowing in connection
with which such Defaulted Advance was originally required to have been made
pursuant to Section 2.01, even if the other Advances comprising such Borrowing
shall be Eurodollar Rate Advances on the date such Advance is deemed to be made
pursuant to this subsection (a). The Borrower shall notify the Administrative
Agent at any time the Borrower exercises its right of set-off pursuant to this
subsection (a) and shall set forth in such notice (A) the name of the Defaulting
Lender and the Defaulted Advance required to be made by such Defaulting Lender
and (B) the amount set off and otherwise applied in respect of such Defaulted
Advance pursuant to this subsection (a). Any portion of such payment otherwise
required to be made by the Borrower to or for the account of such Defaulting
Lender which is paid by the Borrower, after giving effect to the amount set off
and otherwise applied by the Borrower pursuant to this subsection (a), shall be
applied by the Administrative Agent as specified in subsection (b) or (c) of
this Section 2.15.

                  (b) In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted
Amount to any Agent or any of the other Lender Parties and (iii) the Borrower
shall make any payment hereunder or under any other Loan Document to the
Administrative Agent for the account of such Defaulting Lender, then the
Administrative Agent may, on its behalf or on behalf of such other Agents or
such other Lender Parties and to the fullest extent permitted by applicable law,
apply at such time the amount so paid by the Borrower to or for the account of
such Defaulting Lender to the payment of each such Defaulted Amount to the
extent required to pay such Defaulted Amount. In the event that the
Administrative Agent shall so apply any such amount to the payment of any such
Defaulted Amount on any date, the amount so applied by the Administrative Agent
shall constitute for all purposes of this Agreement and the other Loan Documents
payment, to such extent, of such Defaulted Amount on such date. Any such amount
so applied by the Administrative Agent shall be retained by the Administrative
Agent or distributed by the Administrative Agent to such other Agents or such
other Lender Parties, ratably in accordance with the respective portions of such
Defaulted Amounts payable at such time to the Administrative Agent, such other
Agents and such other Lender Parties and, if the amount of such payment made by
the Borrower shall at such time be insufficient to pay all Defaulted Amounts
owing at such time to the Administrative Agent, such other Agents and such other
Lender Parties, in the following order of priority:

                  (i) first, to the Agents for any Defaulted Amounts then owing
         to them, in their capacities as such, ratably in accordance with such
         respective Defaulted Amounts then owing to the Agents;


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<PAGE>
                  (ii) second, to the Issuing Bank and the Swing Line Bank for
         any Defaulted Amounts then owing to them, respectively in their
         capacities as such, ratably in accordance with such respective
         Defaulted Amounts then owing to the Issuing Bank and the Swing Line
         Bank; and

                  (iii) third, to any other Lender Parties for any Defaulted
         Amounts then owing to such other Lender Parties, ratably in accordance
         with such respective Defaulted Amounts then owing to such other Lender
         Parties.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.15.

                  (c) In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) the Borrower, any Agent or any
other Lender Party shall be required to pay or distribute any amount hereunder
or under any other Loan Document to or for the account of such Defaulting
Lender, then the Borrower or such Agent or such other Lender Party shall pay
such amount to the Administrative Agent to be held by the Administrative Agent,
to the fullest extent permitted by applicable law, in escrow or the
Administrative Agent shall, to the fullest extent permitted by applicable law,
hold in escrow such amount otherwise held by it. Any funds held by the
Administrative Agent in escrow under this subsection (c) shall be deposited by
the Administrative Agent in an account with a bank (the "ESCROW BANK") selected
by the Administrative Agent, in the name and under the control of the
Administrative Agent, but subject to the provisions of this subsection (c). The
terms applicable to such account, including the rate of interest payable with
respect to the credit balance of such account from time to time, shall be the
Escrow Bank's standard terms applicable to escrow accounts maintained with it.
Any interest credited to such account from time to time shall be held by the
Administrative Agent in escrow under, and applied by the Administrative Agent
from time to time in accordance with the provisions of, this subsection (c). The
Administrative Agent shall, to the fullest extent permitted by applicable law,
apply all funds so held in escrow from time to time to the extent necessary to
make any Advances required to be made by such Defaulting Lender and to pay any
amount payable by such Defaulting Lender hereunder and under the other Loan
Documents to the Administrative Agent or any other Lender Party, as and when
such Advances or amounts are required to be made or paid and, if the amount so
held in escrow shall at any time be insufficient to make and pay all such
Advances and amounts required to be made or paid at such time, in the following
order of priority:

                  (i) first, to the Agents for any amounts then due and payable
         by such Defaulting Lender to them hereunder, in their capacities as
         such, ratably in accordance with such respective amounts then due and
         payable to the Agents;

                  (ii) second, to the Issuing Bank and the Swing Line Bank for
         any amounts then due and payable to them hereunder, in their capacities
         as such, by such Defaulting Lender, ratably in accordance with such
         respective amounts then due and payable to the Issuing Bank and the
         Swing Line Bank;

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<PAGE>
                  (iii) third, to any other Lender Parties for any amount then
         due and payable by such Defaulting Lender to such other Lender Parties
         hereunder, ratably in accordance with such respective amounts then due
         and payable to such other Lender Parties; and

                  (iv) fourth, to the Borrower for any Advance then required to
         be made by such Defaulting Lender pursuant to a Commitment of such
         Defaulting Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with respect to such Lender Party shall be
distributed by the Administrative Agent to such Lender Party and applied by such
Lender Party to the Obligations owing to such Lender Party at such time under
this Agreement and the other Loan Documents ratably in accordance with the
respective amounts of such Obligations outstanding at such time.

                  (d) The rights and remedies against a Defaulting Lender under
this Section 2.15 are in addition to other rights and remedies that the Borrower
may have against such Defaulting Lender with respect to any Defaulted Advance
and that any Agent or any Lender Party may have against such Defaulting Lender
with respect to any Defaulted Amount.

         SECTION 2.16. Evidence of Debt. (a) Each Lender Party shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance owing to
such Lender Party from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder. The
Borrower agrees that upon notice by any Lender Party to the Borrower (with a
copy of such notice to the Administrative Agent) to the effect that a promissory
note or other evidence of indebtedness is required or appropriate in order for
such Lender Party to evidence (whether for purposes of pledge, enforcement or
otherwise) the Advances owing to, or to be made by, such Lender Party, the
Borrower shall promptly execute and deliver to such Lender Party, with a copy to
the Administrative Agent, a Note, in substantially the form of Exhibit A hereto,
payable to the order of such Lender Party in a principal amount equal to the
Revolving Credit Commitment of such Lender Party. All references to Notes in the
Loan Documents shall mean Notes, if any, to the extent issued hereunder.

                  (b) The Register maintained by the Administrative Agent
pursuant to Section 8.07(d) shall include a control account, and a subsidiary
account for each Lender Party, in which accounts (taken together) shall be
recorded (i) the date and amount of each Borrowing made hereunder, the Type of
Advances comprising such Borrowing and, if appropriate, the Interest Period
applicable thereto, (ii) the terms of each Assignment and Acceptance delivered
to and accepted by it, (iii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender Party
hereunder, and (iv) the amount of any sum received by the Administrative Agent
from the Borrower hereunder and each Lender Party's share thereof.

                  (c) Entries made in good faith by the Administrative Agent in
the Register pursuant to subsection (b) above, and by each Lender Party in its
account or accounts pursuant to subsection (a) above, shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender


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<PAGE>
Party and, in the case of such account or accounts, such Lender Party, under
this Agreement, absent manifest error; provided, however, that the failure of
the Administrative Agent or such Lender Party to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the obligations of the Borrower under this
Agreement.

         SECTION 2.17. Increase in Revolving Credit Commitments

                  (a) Incremental Commitments. Provided there exists no Default
or Event of Default, the Borrower may from time to time, in accordance with this
Section 2.17, elect to increase the Revolving Credit Commitments by a written
notice to the Administrative Agent (each, an "INCREMENTAL REVOLVING CREDIT
COMMITMENT NOTICE"), which Incremental Revolving Credit Commitment Notice shall
be promptly notified by the Administrative Agent to the Lenders, by an amount
(for all such Revolving Credit Commitment increases) not exceeding $200 million
(each such increase, an "INCREMENTAL REVOLVING CREDIT COMMITMENT") ; provided
that any such increase shall be in a minimum amount of $25 million. Such
Incremental Revolving Credit Commitment Notice shall specify the time period (to
be determined by the Borrower upon consultation with the Administrative Agent,
but in no event to be less than ten Business Days from the date of delivery of
such Incremental Revolving Credit Commitment Notice to the Administrative Agent)
within which each Lender is required to inform the Borrower and the
Administrative Agent whether such Lender desires to participate in such
Incremental Revolving Credit Commitment.

                  (b) Lender Elections to Increase. Each Lender shall notify the
Borrower and the Administrative Agent within the prescribed time period whether
or not it desires (in its sole discretion) to participate in such Incremental
Revolving Credit Commitment and increase its Revolving Credit Commitment in
connection therewith and, if so, shall specify the amount of the additional
Revolving Credit Commitment of such Incremental Revolving Credit Commitment
requested to be allocated to it. Any Lender not responding within such time
period shall be deemed to have declined to participate in such Incremental
Revolving Credit Commitment.

                  (c) Notification by Administrative Agent; Additional Lenders.
The Administrative Agent shall notify the Borrower and each Lender of the
Lenders' responses to each Incremental Revolving Credit Commitment Notice. To
obtain commitments in an aggregate amount equal to the Incremental Revolving
Credit Commitment subject to each Incremental Revolving Credit Commitment
Notice, and subject to the approval of the Administrative Agent and the Issuing
Bank (which approvals shall not be unreasonably withheld or delayed), the
Borrower may obtain the commitments of additional Eligible Assignees to become
Lenders under this Agreement pursuant to a joinder agreement in form and
substance reasonably satisfactory to the Administrative Agent.

                  (d) Effective Date and Allocations. If the Revolving Credit
Commitments are increased in accordance with this Section, the Administrative
Agent and the Borrower shall determine the effective date (the "REVOLVING CREDIT
INCREASE EFFECTIVE DATE") and the final allocation of the applicable Incremental
Revolving Credit Commitment. The Administrative Agent shall promptly notify the
Borrower and the Lenders of the final allocation of such increase and the
Revolving Credit Increase Effective Date.


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<PAGE>
                  (e) Conditions to Effectiveness of Increase. As a condition
precedent to each Incremental Revolving Credit Commitment, the Borrower shall
deliver to the Administrative Agent a certificate of each Loan Party dated as of
the Revolving Credit Increase Effective Date signed by a Responsible Officer of
such Loan Party (i) certifying and attaching the resolutions adopted by such
Loan Party approving or consenting to such Incremental Revolving Credit
Commitment, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such Incremental Revolving Credit Commitment, (A) the
representations and warranties contained in Article IV and the other Loan
Documents are true and correct on and as of the relevant Revolving Credit
Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this
Section 2.17, the representations and warranties contained in subsection (i) of
Section 4.01(g) shall be deemed to refer to the most recent statements furnished
pursuant to clause (b) of Section 5.03, (B) no Default or Event of Default
exists or would exist after giving effect to such Incremental Revolving Credit
Commitment and the application of any proceeds thereof, and (C) all accrued fees
and expenses of the Agents and the Lender Parties participating in such
Incremental Revolving Credit Commitment in connection with such Incremental
Revolving Credit Commitment (including, without limitation, the reasonable
accrued fees and expenses of counsel to the Administrative Agent as set forth in
an invoice to be provided to the Borrower from the Administrative Agent) have
been paid. The Borrower shall prepay any Revolving Credit Loans outstanding on
the Revolving Credit Increase Effective Date (and pay any additional amounts
required pursuant to Section 2.10) to the extent necessary to keep the
outstanding Revolving Credit Advances ratable with any revised Pro Rata Shares
in respect of Revolving Credit Commitments arising from any nonratable increase
in the Revolving Credit Commitments under this Section.

                  (f) Any Incremental Revolving Credit Commitment (i) shall rank
pari passu in right of payment and of security with, and shall have the same
guarantees as, the Senior Facility, (ii) shall not mature earlier than the
Termination Date and shall have a life to maturity that is no shorter than the
life to maturity of the Senior Facility, (iii) shall be treated substantially
the same as the Senior Facility (including with respect to mandatory and
voluntary prepayments) and all other terms and documentation in respect thereof,
to the extent inconsistent with the Senior Facility, shall not be more onerous
than the Senior Facility and shall be reasonably satisfactory to the
Administrative Agent, and (iii) in the event the applicable margin on an Advance
pursuant to any Incremental Revolving Credit Commitment at any time exceeds the
Applicable Margin hereunder, the Applicable Margin hereunder shall be
automatically increased so that no such excess exists.

                                   ARTICLE III

                            CONDITIONS OF LENDING AND
                         ISSUANCES OF LETTERS OF CREDIT

         SECTION 3.01. Conditions Precedent to Effectiveness of Amended and
Restated Credit Agreement. This Agreement shall become effective on and as of
the date (the "EFFECTIVE DATE") on which each of the following conditions
precedent shall have been satisfied:


                                       63
<PAGE>
                  (a) The Administrative Agent shall have received on or before
         the Effective Date the following, each dated as of such day (unless
         otherwise specified), in form and substance reasonably satisfactory to
         the Administrative Agent and (except for the Notes) in sufficient
         copies for each Lender Party:

                           (i) The Notes payable to the order of the Lenders to
                  the extent requested by the Lenders pursuant to the terms of
                  Section 2.16.

                           (ii) Copies of reports in respect of completed Lien
                  searches (as of a recent date reasonably satisfactory to the
                  Administrative Agent), listing all effective financing
                  statements that name any Loan Party as debtor filed in any
                  jurisdiction relevant to the perfection of the Liens created
                  under the Security Agreement in the Collateral described
                  therein and owned by such Loan Party.

                           (iii) Certified copies of the resolutions of the
                  Board of Directors of each Loan Party approving the
                  Transaction and each Transaction Document to which it is or is
                  to be a party, and of all documents evidencing other necessary
                  corporate action and governmental and other third party
                  approvals and consents, if any, with respect to the
                  Transaction and each Transaction Document to which it is or is
                  to be a party.

                           (iv) A copy of a certificate of the Secretary of
                  State of the jurisdiction of incorporation of each Loan Party,
                  dated reasonably near the Effective Date, certifying (A) as to
                  a true and correct copy of the charter of such Loan Party and
                  each amendment thereto on file in such Secretary's office and
                  (B) that (1) such amendments are the only amendments to such
                  Loan Party's charter on file in such Secretary's office, (2)
                  such Loan Party has paid all franchise taxes to the date of
                  such certificate and (3) such Loan Party is duly incorporated
                  and in good standing or presently subsisting under the laws of
                  the State of the jurisdiction of its incorporation.

                           (v) A certificate of each Loan Party, signed on
                  behalf of such Loan Party by its Secretary or any Assistant
                  Secretary, dated as of the Effective Date (the statements made
                  in which certificate shall be true on and as of Effective
                  Date), certifying as to (A) the absence of any amendments to
                  the relevant certificate of incorporation as certified by the
                  Secretary of State's certificate referred to in Section
                  3.01(a)(iv) since the date of such Secretary of State's
                  certificate, (B) a true and correct copy of the bylaws of such
                  Loan Party as in effect on the date on which the resolutions
                  referred to in Section 3.01(a)(iii) were adopted and on the
                  Effective Date, and (C) the due incorporation and good
                  standing or valid existence of such Loan Party as a
                  corporation organized under the laws of the jurisdiction of
                  its incorporation, and the absence of any proceeding for the
                  dissolution or liquidation of such Loan Party.

                           (vi) A certificate of each Loan Party, signed on
                  behalf of such Loan Party by its President or other
                  Responsible Officer acceptable to the Administrative Agent,
                  dated as of the Effective Date (the statements made in which


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                  certificate shall be true on and as of the Effective Date),
                  certifying as to (A) the truth in all material respects of the
                  representations and warranties contained in the Loan Documents
                  as though made on and as of the Effective Date) and (B) the
                  absence of any event occurring and continuing, or resulting
                  from the Effective Date, that constitutes a Default.

                           (vii) A certificate of the Secretary or an Assistant
                  Secretary of each Loan Party certifying the names and true
                  signatures of the officers of such Loan Party authorized to
                  sign each Loan Document to which it is or is to be a party and
                  the other documents to be delivered hereunder and thereunder.

                           (viii) A certificate, in substantially the form of
                  Exhibit D, attesting to the Solvency of the Borrower and its
                  subsidiaries, taken as a whole, before and after giving effect
                  to the transactions contemplated hereunder (and assuming that
                  neither the Borrower nor any of its Subsidiaries is subject to
                  asbestos-related liabilities), from the Chief Financial
                  Officer of the Borrower.

                           (ix) Evidence of insurance naming the Collateral
                  Agent as additional insured and loss payee with such
                  responsible and reputable insurance companies or associations,
                  and in such amounts and covering such risks, as is
                  satisfactory to the Lender Parties.

                           (x) A Borrowing Base Certificate satisfactory to the
                  Administrative Agent, updated as of August 27, 2006.

                           (xi) A favorable opinion of Weil Gotshal & Manges,
                  LLP, counsel for the Loan Parties, in substantially the form
                  of Exhibit E hereto.

                           (xii) A favorable opinion of Marc J. Kurzman, the
                  acting General Counsel to the Borrower, in substantially the
                  form of Exhibit I hereto.

                           (xiii) A favorable opinion of Shearman & Sterling,
                  counsel for the Administrative Agent, in form and substance
                  satisfactory to the Administrative Agent.

                  (b) The Borrower shall have paid all reasonable accrued fees
         of the Agents and the Lender Parties and all reasonable and documented
         accrued expenses of the Agents (including the reasonable accrued fees
         and expenses of counsel to the Administrative Agent and local counsel
         to the Lender Parties as set forth in an invoice to be provided to the
         Borrower from the Administrative Agent at least two Business Days prior
         to the date hereof).

                  (c) The Administrative Agent shall be satisfied that required
         and/or appropriate notice of the Facilities and the related
         transactions has been given to the Creditors' Committee and the futures
         representative in the G-I Holdings bankruptcy proceedings, and that all
         applicable notice periods with respect thereto have expired (a) without
         any adverse action being taken by any such Creditors' Committee, the
         futures representative or the Bankruptcy Court or (b) if any such
         action has been taken, both (x) the Bankruptcy Court (or other court of


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<PAGE>
         competent jurisdiction) shall not have entered an order or injunction
         prohibiting, or otherwise prohibited, the Borrower or any of its
         affiliates from entering into or performing the transactions
         contemplated hereby and (y) such action has been resolved by a final
         order of the Bankruptcy Court (or other court of competent
         jurisdiction) in a manner reasonably satisfactory to the Administrative
         Agent.

                  (d) A field examination of the Receivables of the Loan Parties
         and third party appraisals of the Inventory, Property and Equipment
         shall have been completed, with results satisfactory to the
         Administrative Agent.

         SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and
Renewal. The obligation of each Lender to make an Advance (other than a Letter
of Credit Advance made by the Issuing Bank or a Lender pursuant to Section
2.03(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b))
on the occasion of each Borrowing (including the initial Borrowing), and the
obligation of the Issuing Bank to issue a Letter of Credit (including the
initial issuance) or renew a Letter of Credit and the right of the Borrower to
request a Swing Line Borrowing, shall be subject to the further conditions
precedent that on the date of such Borrowing or issuance or renewal (a) the
following statements shall be true and the Administrative Agent shall have
received for the account of such Lender or the Issuing Bank a certificate signed
by a duly authorized officer of the Borrower, dated the date of such Borrowing
or issuance or renewal, stating that (and each of the giving of the applicable
Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or
Notice of Renewal and the acceptance by the Borrower of the proceeds of such
Borrowing or of such Letter of Credit or the renewal of such Letter of Credit
shall constitute a representation and warranty by the Borrower that both on the
date of such notice and on the date of such Borrowing or issuance or renewal
such statements are true):

                  (i) the representations and warranties contained in each Loan
         Document are correct in all material respects on and as of such date,
         before and immediately after giving effect to such Borrowing or
         issuance or renewal and to the application of the proceeds therefrom,
         as though made on and as of such date, other than any such
         representations or warranties that, by their terms, refer to a specific
         date other than the date of such Borrowing or issuance or renewal, in
         which case as of such specific date;

                  (ii) no Default has occurred and is continuing, or would
         result from such Borrowing or issuance or renewal or from the
         application of the proceeds therefrom; and

                  (iii) for each Revolving Credit Advance or Swing Line Advance
         made by the Swing Line Bank or issuance or renewal of any Letter of
         Credit, the Loan Value exceeds the aggregate principal amount of the
         Revolving Credit Advances plus Swing Line Advances plus Letter of
         Credit Advances to be outstanding plus the aggregate Available Amount
         of all Letters of Credit to be outstanding after giving effect to such
         Advance or issuance or renewal, respectively; and

(b) the Administrative Agent shall be satisfied that (i) no action adverse to
the validity and enforceability of the liens created in favor of the Collateral
Agent, for the benefit of the Lender Parties, under the Collateral Documents or
the rights or remedies of the Agents or the Lenders under any of the Loan


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Documents has been taken in or in connection with the G-I Holdings bankruptcy
proceedings (it being understood that the filings on June 30, 2003 of the Notice
of Appeal and the brief in support thereof by the Official Committee of Asbestos
Claimants in the G-I Holdings bankruptcy proceedings shall not, solely by
themselves, be deemed to be adverse actions for purposes of this clause (b)) or
(ii) if any such action has been taken, such action has been resolved in a
manner reasonably satisfactory to the Administrative Agent.

         SECTION 3.03. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender Party shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lender Parties unless an
officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Lender
Party prior to the Effective Date specifying its objection thereto.

                                    ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

                  (a) Corporate Existence. Each Loan Party and each of its
         Subsidiaries (i) is a corporation duly organized, validly existing and
         in good standing under the laws of the jurisdiction of its
         incorporation, (ii) is duly qualified and in good standing as a foreign
         corporation in each other jurisdiction in which it owns or leases
         property or in which the conduct of its business requires it to so
         qualify or be licensed except where the failure to so qualify or be
         licensed could not be reasonably expected to have a Material Adverse
         Effect and (iii) has all requisite corporate power and authority
         (including, without limitation, all Governmental Authorizations) to own
         or lease and operate its properties and to carry on its business as now
         conducted and as proposed to be conducted. All of the outstanding
         Equity Interests in the Borrower have been validly issued, are fully
         paid and non-assessable and are owned by BMCA Holdings Corporation in
         the amounts specified on Schedule 4.01(a) hereto free and clear of all
         Liens, except those created under the Collateral Documents.

                  (b) Subsidiaries. Set forth on Schedule 4.01(b) hereto is a
         complete and accurate list of all Subsidiaries of each Loan Party,
         showing as of the date hereof (as to each such Subsidiary) the
         jurisdiction of its incorporation, the number of shares of each class
         of its Equity Interests authorized, and the number outstanding on the
         date hereof and the percentage of each such class of its Equity
         Interests owned (directly or indirectly) by such Loan Party and the
         number of shares covered by all outstanding options, warrants, rights
         of conversion or purchase and similar rights at the date hereof. All of
         the outstanding Equity Interests in each Loan Party's Subsidiaries have
         been validly issued, are fully paid and non-assessable and are owned by
         such Loan Party or one or more of its Subsidiaries free and clear of
         all Liens, except those created under the Collateral Documents.


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<PAGE>
                  (c) Corporate Power; Authorization. The execution, delivery
         and performance by each Loan Party of each Transaction Document to
         which it is or is to be a party, and the consummation of the
         transactions contemplated hereunder, are within such Loan Party's
         corporate powers, have been duly authorized by all necessary corporate
         action, and do not (i) contravene such Loan Party's charter or bylaws,
         (ii) violate any law, rule, regulation (including, without limitation,
         Regulation X and Regulation U of the Board of Governors of the Federal
         Reserve System), order, writ, judgment, injunction, decree,
         determination or award, (iii) conflict with or result in the breach of,
         or constitute a default or require any payment to be made under, any
         contract, loan agreement, indenture, mortgage, deed of trust, lease or
         other instrument binding on or affecting any Loan Party, any of its
         Subsidiaries or any of their properties or (iv) except for the Liens
         created under the Loan Documents, result in or require the creation or
         imposition of any Lien upon or with respect to any of the properties of
         any Loan Party or any of its Subsidiaries. No Loan Party or any of its
         Subsidiaries is in violation of any such law, rule, regulation, order,
         writ, judgment, injunction, decree, determination or award or in breach
         of any such contract, loan agreement, indenture, mortgage, deed of
         trust, lease or other instrument, the violation or breach of which
         could reasonably be expected to have a Material Adverse Effect.

                  (d) Governmental Authorizations. No Governmental
         Authorization, and no notice to or filing with, any Governmental
         Authority or any other third party is required for (i) the due
         execution, delivery, recordation, filing or performance by any Loan
         Party of any Loan Document to which it is or is to be a party, or for
         the consummation of the Transaction, (ii) the grant by any Loan Party
         of the Liens granted by it pursuant to the Collateral Documents, (iii)
         the perfection or maintenance of the Liens created under the Collateral
         Documents (including the first priority nature thereof (subject to
         Liens permitted under any Loan Document)) or (iv) the exercise by any
         Agent or any Lender Party of its rights under the Loan Documents or the
         remedies in respect of the Collateral pursuant to the Collateral
         Documents, except for the authorizations, approvals, actions, notices
         and filings which have been duly obtained, taken, given or made on or
         prior to the date hereof and are in full force and effect. All
         applicable waiting periods in connection with the Transaction have
         expired without any action having been taken by any competent authority
         restraining, preventing or imposing materially adverse conditions upon
         the Transaction or the rights of the Loan Parties or their Subsidiaries
         freely to transfer or otherwise dispose of, or to create any Lien on,
         any properties now owned or hereafter acquired by any of them.

                  (e) Enforceable Obligations. This Agreement has been, and each
         other Transaction Document when delivered hereunder will have been,
         duly executed and delivered by each Loan Party party thereto. This
         Agreement is, and each other Transaction Document when delivered
         hereunder will be, the legal, valid and binding obligation of each Loan
         Party party thereto, enforceable against such Loan Party in accordance
         with its terms.

                  (f) Litigation. Other than the matters described on Schedule
         4.01(f) hereto (the "DISCLOSED LITIGATION"), there is no action, suit,
         investigation, litigation or proceeding affecting any Loan Party or any
         of its Subsidiaries, including any Environmental Action, pending or to


                                       68
<PAGE>
         the knowledge of the Borrower, threatened before any Governmental
         Authority or arbitrator that (i) could reasonably be expected to have a
         Material Adverse Effect (other than the Disclosed Litigation) or (ii)
         purports to affect the legality, validity or enforceability of any
         Transaction Document or the consummation of the Transaction, and since
         September 14, 2006, there has been no material adverse change in the
         status, or financial effect on any Loan Party or any of its
         Subsidiaries, of the Disclosed Litigation from that described on
         Schedule 4.01(f) hereto.

                  (g) Financial Statements. (i) The Consolidated balance sheet
         of the Borrower and its Subsidiaries as at December 31, 2005, and the
         related Consolidated statement of income and Consolidated statement of
         cash flows of the Borrower and its Subsidiaries for the Fiscal Year
         then ended, accompanied by an unqualified opinion of KPMG, independent
         public accountants, copies of which have been furnished to each Lender
         Party, fairly present the Consolidated financial condition of the
         Borrower and its Subsidiaries as at such date and the Consolidated
         results of operations of the Borrower and its Subsidiaries for the
         period ended on such date, all in accordance with GAAP, and since
         December 31, 2005, there has been no Material Adverse Change.

                  (ii) The Consolidated forecasted balance sheets, statements of
         income and statements of cash flows of the Borrower and its
         Subsidiaries delivered to the Lender Parties in January, 2006, and all
         other written information in connection therewith, or otherwise
         required to be delivered pursuant to Section 5.03 were prepared in good
         faith on the basis of the assumptions stated therein, which assumptions
         were fair in light of the conditions existing at the time of delivery
         of such forecasts, and represented, at the time of delivery, the
         Borrower's good faith and reasonable estimate of the future financial
         performance of the Borrower and its Subsidiaries.

                  (iii) No written information, exhibit or report delivered or
         furnished by or on behalf of any Loan Party to any Agent or any Lender
         Party in connection with the negotiation and syndication of the Loan
         Documents or pursuant to the terms of the Loan Documents contained
         (when taken together) at the time such information was delivered or
         furnished any untrue statement of a material fact or omitted to state a
         material fact necessary to make the statements made therein at the time
         made not misleading.

                  (iv) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying Margin Stock, and no
         proceeds of any Advance or drawings under any Letter of Credit will be
         used to purchase or carry any Margin Stock or to extend credit to
         others for the purpose of purchasing or carrying any Margin Stock.

                  (h) Investment Company Act; Public Utility Holding Company
         Act. Neither any Loan Party nor any of its Subsidiaries is an
         "investment company", or an "affiliated person" of, or "promoter" or
         "principal underwriter" for, an "investment company", as such terms are
         defined in the Investment Company Act of 1940, as amended. Neither any
         Loan Party nor any of its Subsidiaries is a "holding company", or a
         "subsidiary company" of a "holding company", or an "affiliate" of a
         "holding company" or of a "subsidiary company" of a "holding company",
         as such terms are defined in the Public Utility Holding Company Act of
         1935, as amended. Neither the making of any Advances, nor the issuance


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<PAGE>
         of any Letters of Credit, nor the application of the proceeds or
         repayment thereof by the Borrower, nor the consummation of the other
         transactions contemplated by the Loan Documents, will violate any
         provision of any such Act or any rule, regulation or order of the
         Securities and Exchange Commission thereunder.

                  (i) No Burdensome Restrictions. Neither any Loan Party nor any
         of its Subsidiaries is a party to any indenture, loan or credit
         agreement or any lease or other agreement or instrument containing
         restrictions, or subject to any charter or corporate restriction, that
         could be reasonably expected to have a Material Adverse Effect.

                  (j) Filings, Etc. All filings and other actions necessary to
         perfect and protect the security interest in the Collateral created
         under the Collateral Documents have been duly made or taken and are in
         full force and effect, and the Collateral Documents create in favor of
         the Collateral Agent for the benefit of the Secured Parties a valid
         and, together with such filings and other actions, perfected first
         priority security interest (subject to Liens permitted under Section
         5.02(a)) in the Collateral, securing the payment of the Secured
         Obligations, and all filings and other actions reasonably necessary to
         perfect and protect such security interest have been duly taken. The
         Loan Parties are the legal and beneficial owners of the Collateral free
         and clear of any Lien, except for the liens and security interests
         created or permitted under the Loan Documents.

                  (k) Solvency. The Borrower and its Subsidiaries, taken as a
         whole are Solvent (assuming that neither the Borrower nor any of its
         Subsidiaries has any liability in respect of asbestos claims).

                  (l) ERISA Matters. (i) Set forth on Schedule 4.01(l) hereto,
         as of the date hereof, is a complete and accurate list of all Plans and
         Multiemployer Plans.

                  (ii) No ERISA Event has occurred or is reasonably expected to
         occur with respect to any Plan that would result in a material
         liability.

                  (iii) Schedule B (Actuarial Information) to the most recent
         annual report (Form 5500 Series) for each Plan, copies of which have
         been filed with the Internal Revenue Service and furnished to the
         Lender Parties, is complete and accurate in all material respects and
         fairly presents the funding status of such Plan, and since the date of
         such Schedule B there has been no material adverse change in such
         funding status.

                  (iv) Neither any Loan Party nor any ERISA Affiliate has
         incurred or is reasonably expected to incur any material Withdrawal
         Liability to any Multiemployer Plan which has not been fully satisfied.

                  (v) Neither any Loan Party nor any ERISA Affiliate has been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or has been terminated, within the meaning of
         Title IV of ERISA, and no such Multiemployer Plan is reasonably
         expected to be in reorganization or to be terminated, within the
         meaning of Title IV of ERISA except to the extent such reorganization
         or termination has not resulted, and is not reasonably expected to
         result, in a material liability of any Loan Party or any ERISA
         Affiliate.

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<PAGE>
                  (m) Environmental Matters. Except as set forth on Schedule
         4.01(m),

                  (i) The operations and properties of each Loan Party and each
         of its Subsidiaries comply in all material respects with Environmental
         Laws and Environmental Permits, all past non-compliance with such
         Environmental Laws and Environmental Permits has been resolved or is
         expected to be resolved without material ongoing obligations or costs,
         and, to the knowledge of the Loan Parties, no circumstances exist that
         could be reasonably likely to (A) form the basis of an Environmental
         Action against any Loan Party or any of its Subsidiaries or any of
         their properties that could have a Material Adverse Effect or (B) cause
         any such property to be subject to any material restrictions on
         ownership, occupancy, use or transferability under any Environmental
         Law, assuming continued use of the property for industrial purposes.

                  (ii) None of the Properties currently or, to the knowledge of
         the Loan Parties, formerly owned or operated by any Loan Party or any
         of its Subsidiaries is listed or proposed for listing on the NPL or on
         any analogous foreign, or state list.

                  (iii) None of the Properties owned or operated by any Loan
         Party or any of its Subsidiaries is a treatment, storage or disposal
         facility requiring a permit under the Resource Conservation and
         Recovery Act, 42 U.S.C. ss.6901 et seq., the regulations thereunder or
         any state analogue.

                  (iv) There are no facts or circumstances or conditions arising
         out of the location and operation of any underground or above ground
         storage tanks, surface impoundments, septic tanks, pits, sumps or
         lagoons in which Hazardous Materials are being or have been treated,
         stored or disposed of or the release, discharge or disposal of
         Hazardous Materials on any property currently owned or operated by any
         Loan Party or any of its Subsidiaries or, to the knowledge of any Loan
         Party, on any property formerly owned or operated by any Loan Party or
         any of its Subsidiaries that would reasonably be expected to cause the
         Loan Parties or any of their Subsidiaries any liability ((I) excluding
         (A) liabilities incurred in the ordinary cause of business, and (B)
         liabilities with respect to which the applicable Loan Party is the
         beneficiary of a third party indemnification agreement which is
         supported by a letter of credit or other credit facility, in either
         case in form and substance acceptable to the Administrative Agent, and
         which third party indemnification agreement is otherwise acceptable to
         the Administrative Agent, and (II) in all cases, such liabilities shall
         be determined net of insurance proceeds received (or to be received) by
         the applicable Loan Party in connection with such liability) in excess
         of, together with all other occurrences described in clauses Section
         4.01(m) (iv), (v), and (vi), $25 million in the aggregate pursuant to
         Environmental Laws or Environmental Permits.

                  (v) Neither any Loan Party nor any of its Subsidiaries is
         undertaking, and has not completed, either individually or together
         with other potentially responsible parties, any investigation or
         assessment or remedial or response action relating to any actual or
         threatened release, discharge or disposal of Hazardous Materials at any
         site, location or operation, pursuant to the order under Environmental
         Law of any governmental or regulatory authority which would reasonably
         be expected to result in liability ((I) excluding (A) liabilities


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<PAGE>
         incurred in the ordinary cause of business, and (B) liabilities with
         respect to which the applicable Loan Party is the beneficiary of a
         third party indemnification agreement which is supported by a letter of
         credit or other credit facility, in either case in form and substance
         acceptable to the Administrative Agent, and which third party
         indemnification agreement is otherwise acceptable to the Administrative
         Agent, and (II) in all cases, such liabilities shall be determined net
         of insurance proceeds received (or to be received) by the applicable
         Loan Party in connection with such liability) in excess of, together
         with all other occurrences described in clauses Section 4.01(m) (iv),
         (v), and (vi), $25 million in the aggregate.

                  (vi) No wastes generated at, stored at, or transported to or
         from any property currently or formerly owned or operated by any Loan
         Party or any of its Subsidiaries have been disposed of in a manner that
         would reasonably be expected to result in liability ((I) excluding (A)
         liabilities incurred in the ordinary cause of business, and (B)
         liabilities with respect to which the applicable Loan Party is the
         beneficiary of a third party indemnification agreement which is
         supported by a letter of credit or other credit facility, in either
         case in form and substance acceptable to the Administrative Agent, and
         which third party indemnification agreement is otherwise acceptable to
         the Administrative Agent, and (II) in all cases, such liabilities shall
         be determined net of insurance proceeds received (or to be received) by
         the applicable Loan Party in connection with such liability) in excess
         of, together with all other occurrences described in clauses Section
         4.01(m) (iv), (v), and (vi), $25 million in the aggregate pursuant to
         Environmental Laws.

                  (n) Tax Matters. (i) Neither any Loan Party nor any of its
         Subsidiaries is party to any tax sharing agreement other than the Tax
         Agreement.

                  (ii) Each Loan Party and each of its Subsidiaries and
         Affiliates has filed, has caused to be filed or has been included in
         all Federal income and other material tax returns required to be filed
         by or on behalf of it and has paid or caused to be paid all taxes shown
         thereon to be due for its account, together with all tax assessments
         imposed on them plus any applicable interest and penalties except for
         those taxes contested in good faith and for which reserves have been
         established in accordance with GAAP.

                  (iii) Set forth on Part I of Schedule 4.01(n) hereto is a
         complete and accurate list, as of the date hereof, of each taxable year
         of each Loan Party and each of its Subsidiaries and Affiliates for
         which Federal income tax returns have been filed on behalf of each Loan
         Party and for which the expiration of the applicable statute of
         limitations for assessment or collection has not occurred by reason of
         extension or otherwise (an "OPEN YEAR"). No issues have been raised by
         the Internal Revenue Service in respect of Open Years that, in the
         aggregate, could be reasonably expected to have a Material Adverse
         Effect.

                  (iv) There are no proposed tax adjustments or tax assessments
         in writing against the Borrower or any of its Subsidiaries in respect
         of Open Years that if paid, collected or otherwise enforced on a Loan
         Party would be reasonably likely to have a Material Adverse Effect.


                                       72
<PAGE>
                  (v) The aggregate unpaid amount, as of the date hereof, of
         adjustments to the state, local and foreign tax liability of each Loan
         Party and its Subsidiaries and Affiliates proposed in writing by all
         state, local and foreign taxing authorities (other than amounts arising
         from adjustments to Federal income tax returns) does not exceed $10
         million. No issues have been raised by such taxing authorities that, in
         the aggregate, could be reasonably likely to have a Material Adverse
         Effect.

                  (vi) Based on current information and circumstances, neither
         the Borrower nor any of its Subsidiaries expect any of the Borrowings
         or Advances hereunder to be specifically identified (in whole or in
         part) as a "reportable transaction" on Internal Revenue Service Form
         8886 filed with U.S. Federal tax returns filed by them or the G-I
         Holdings Tax Group for purposes of Section 6011, 6111 or 6112 of the
         Internal Revenue Code or the Treasury Regulations promulgated
         thereunder.

                  (o) Labor Matters. Neither the business nor the properties of
         any Loan Party or any of its Subsidiaries are affected by any strike,
         lockout or other labor dispute, that could be reasonably likely to have
         a Material Adverse Effect.

                  (p) Surviving Debt. Set forth on Schedule 4.01(p) hereto is a
         complete and accurate list of all Surviving Debt, showing as of the
         date hereof the obligor and the principal amount outstanding
         thereunder, the maturity date thereof and the amortization schedule
         therefor.

                  (q) Existing Liens. Set forth on Schedule 4.01(q) hereto is a
         complete and accurate list as of the date hereof of all Liens on the
         property or assets of any Loan Party or any of its Subsidiaries,
         showing the lienholder thereof, the principal amount of the obligations
         secured thereby and the property or assets of such Loan Party or such
         Subsidiary subject thereto.

                  (r) Owned Real Property. Set forth on Schedule 4.01(r) hereto
         is a complete and accurate list as of the date hereof of all real
         property owned by any Loan Party or any of its Subsidiaries, showing
         the street address, city or other relevant jurisdiction, state, record
         owner and book and estimated fair value thereof. Each Loan Party or
         such Subsidiary has good, marketable and insurable fee simple title to
         such real property, free and clear of all Liens, other than Liens
         created or permitted by the Loan Documents.

                  (s) Leased Real Property. (1) Set forth on Schedule 4.01(s)(1)
         hereto is a complete (except for non-material leases which (A) provide
         for annual rental payments totaling in the aggregate (together with the
         annual rental payments for all other leases not included on Schedule
         4.01(s)(1) or Schedule 4.01(s)(2)) not more than $1 million, and (B)
         have a term of not longer than five years) and accurate list as of the
         date hereof of all leases of real property under which any Loan Party
         or any of its Subsidiaries is the lessee, showing the street address,
         city or other relevant jurisdiction, state, lessor, lessee, expiration
         date and annual rental cost thereof. To the knowledge of the applicable
         Loan Party or Subsidiary that is the lessee, each such lease is the
         legal, valid and binding obligation of the lessor thereof, enforceable
         in accordance with its terms.


                                       73
<PAGE>
                  (2) To the knowledge of the applicable Loan Party or
         Subsidiary that is the lessor, set forth on Schedule 4.01(s)(2) hereto
         is a complete (except for non-material leases which (A) provide for
         annual rental payments totaling in the aggregate (together with the
         annual rental payments for all other leases not included on Schedule
         4.01(s)(1) or Schedule 4.01(s)(2)) not more than $1 million, and (B)
         have a term of not longer than five years) and accurate list as of the
         date hereof of all leases of real property under which any Loan Party
         is the lessor, showing as of the date hereof the street address, city
         or other relevant jurisdiction, state, lessor, lessee, expiration date
         and annual rental cost thereof. To the knowledge of the applicable Loan
         Party or Subsidiary that is the lessor, each such lease is the legal,
         valid and binding obligation of the lessee thereof, enforceable in
         accordance with its terms.

                  (t) Investments. Set forth on Schedule 4.01(t) hereto is a
         complete and accurate list as of the date hereof of all Investments
         (other than Investments permitted under Section 5.02(f)(i) through
         (iv)) held by any Loan Party or any of its Subsidiaries on the date
         hereof, showing the amount, obligor or issuer and maturity, if any,
         thereof.

                  (u) Intellectual Property. Set forth on Schedule 4.01(u)
         hereto is a complete and accurate list as of the date hereof as of the
         date hereof of all registered patents, trademarks, trade names, service
         marks and copyrights, and all applications therefor and licenses
         thereof, of each Loan Party or any of its Subsidiaries, showing the
         jurisdiction in which registered, the registration number, the date of
         registration and the expiration date.

                  (v) Material Contracts. Set forth on Schedule 4.01(v) hereto
         is a complete and accurate list as of the date hereof of all Material
         Contracts of each Loan Party and its Subsidiaries, showing the parties
         and term thereof. Each such Material Contract has been duly authorized,
         executed and delivered by each Loan Party party thereto, has not been
         amended or otherwise modified, except as delivered prior to the date
         hereof or in the case of modifications after the date of this
         Agreement, as permitted under the Loan Documents, is in full force and
         effect and is binding upon and enforceable against all parties thereto
         in accordance with its terms, and there exists no default under any
         Material Contract that would give the counterparty thereto the right to
         terminate such Material Contract (after the expiration of any
         applicable cure period).

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

         SECTION 5.01. Affirmative Covenants. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders, such compliance to include,
         without limitation, compliance with ERISA and the Racketeer Influenced


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         and Corrupt Organizations Chapter of the Organized Crime Control Act of
         1970.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all Federal income and other material taxes,
         assessments and governmental charges or levies lawfully imposed upon it
         or upon its property and (ii) all lawful claims that, if unpaid, might
         by law become a Lien upon its property; provided, however, that neither
         the Borrower nor any of its Subsidiaries shall be required to pay or
         discharge any such Federal income or other material tax, assessment,
         charge or claim that is being contested in good faith and by proper
         proceedings and as to which appropriate reserves are being maintained
         in conformity with GAAP, unless and until any Lien resulting therefrom
         attaches to its property and becomes enforceable against its other
         creditors.

                  (c) Compliance with Environmental Laws. Comply, cause each of
         its Subsidiaries to comply, and use commercially reasonable efforts to
         cause all lessees and other Persons operating or occupying its
         properties to comply, in all material respects, with Environmental Laws
         and Environmental Permits; obtain and renew, and cause each of its
         Subsidiaries to obtain and renew, all material Environmental Permits
         necessary for its operations and properties; and upon receipt of any
         notification or otherwise obtaining knowledge of any release of
         Hazardous Materials or other event that has a reasonable likelihood of
         causing any Loan Party or any of its Subsidiaries to incur any material
         liability pursuant to Environmental Laws, conduct, or pay for
         consultants to conduct, any investigation, study, sampling and testing
         reasonably necessary to evaluate the condition of the property, and
         undertake any cleanup, removal, further investigation, and remedial or
         other action required by Environmental Laws; provided, however, that
         neither the Borrower nor any of its Subsidiaries shall be required to
         undertake any such cleanup, removal, remedial or other action to the
         extent that its obligation to do so is being contested in good faith
         and by proper proceedings and appropriate reserves are being maintained
         with respect to such circumstances.

                  (d) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Borrower or such Subsidiary operates.

                  (e) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its existence, legal structure, legal name, rights (charter and
         statutory), permits, licenses, approvals, privileges and franchises;
         provided, however, that the Borrower and its Subsidiaries may
         consummate any merger or consolidation permitted under Section 5.02(d);
         and provided further that neither the Borrower nor any of its
         Subsidiaries shall be required to preserve any right, permit, license,
         approval, privilege or franchise if the Board of Directors of the
         Borrower or such Subsidiary shall determine that the preservation
         thereof is no longer desirable in the conduct of the business of the
         Borrower or such Subsidiary, as the case may be, and that the loss
         thereof is not disadvantageous in any material respect to the Borrower,
         such Subsidiary or the Lender Parties; provided further that any


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         Subsidiary Guarantor may be dissolved, provided that (i) no Event of
         Default shall then exist and be continuing, (ii) all of the property of
         such Subsidiary Guarantor shall be transferred to the Borrower or any
         other Subsidiary Guarantor, and (iii) no such dissolution shall
         adversely affect the Collateral (including the nature, status, quality
         or value thereof) or the interest of the Collateral Agent therein.

                  (f) Visitation Rights. At any reasonable time and from time to
         time and in each case, during normal business hours, permit the
         Administrative Agent or the Collateral Monitoring Agent, or any agents
         or representatives thereof, to examine and make copies of and abstracts
         from the records and books of account of, and visit the properties of,
         the Borrower and any of its Subsidiaries, to conduct appraisals and
         field examinations and monitor the collateral as the Administrative
         Agent or the Collateral Monitoring Agent may require, and to discuss
         the affairs, finances and accounts of the Borrower and any of its
         Subsidiaries with any of their officers or directors and with their
         independent certified public accountants; provided, however, that any
         such discussions shall be in the presence of a Responsible Officer of
         the Borrower, so long as the Responsible Officers of the Borrower have
         made reasonable efforts to make themselves available for such purpose.

                  (g) Keeping of Books. Keep, and cause each of its Subsidiaries
         to 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 the Borrower and each such Subsidiary in accordance with
         generally accepted accounting principles in effect from time to time.

                  (h) Maintenance of Properties, Etc. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are used or useful in the conduct of its business in
         good working order and condition, ordinary wear and tear excepted and
         will from time to time make or cause to be made all appropriate
         repairs, renewals and replacements thereof except where failure to do
         so would not materially adversely affect the use of the related
         property.

                  (i) Transactions with Affiliates. Conduct, and cause each of
         its Subsidiaries to conduct, all transactions otherwise permitted under
         the Loan Documents with any of their Affiliates (including, without
         limitation, payments of any management fees) on terms that are fair and
         reasonable and no less favorable to the Borrower or such Subsidiary
         than it would obtain in a comparable arm's-length transaction with a
         Person not an Affiliate.

                  (j) Covenant to Guarantee Obligations and Give Security. Upon
         (x) the request of the Administrative Agent, following the occurrence
         and during the continuance of a Default, (y) the formation or
         acquisition of any new direct or indirect Subsidiaries by any Loan
         Party or (z) the acquisition of any property by any Loan Party, and
         such property, in the judgment of the Administrative Agent, shall not
         already be subject to a perfected first priority security interest in
         favor of the Collateral Agent for the benefit of the Secured Parties
         (except to the extent the applicable Loan Party is prohibited by law or
         contract), then in each case at the Borrower's reasonable expense:


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                           (i) in connection with the formation or acquisition
                  of a Subsidiary that is not (x) a CFC or (y) a Subsidiary that
                  is held directly or indirectly by a CFC, within 15 days after
                  such formation or acquisition, cause each such Subsidiary, and
                  cause each direct and indirect parent of such Subsidiary (if
                  it has not already done so), to duly execute and deliver to
                  the Collateral Agent, the Administrative Agent and/or the
                  Collateral Monitoring Agent a guaranty or guaranty supplement,
                  in form and substance satisfactory to the Collateral Agent,
                  guaranteeing the other Loan Parties' Obligations under the
                  Loan Documents,

                           (ii) within 15 days after such request, formation or
                  acquisition furnish to the Collateral Agent, the Collateral
                  Monitoring Agent and the Administrative Agent a description of
                  the real and personal properties of the Loan Parties and their
                  respective Subsidiaries which are, or are required in
                  accordance with the terms of the Loan Documents to become,
                  Loan Parties, in detail reasonably satisfactory to the
                  Collateral Agent, the Collateral Monitoring Agent and the
                  Administrative Agent,

                           (iii) within (x) 15 days after a request or
                  acquisition of personal property or (y) within 60 days after a
                  request or acquisition of real property, in each case, by any
                  Loan Party, (A) duly execute and deliver, and cause each Loan
                  Party to duly execute and deliver, to the Collateral Agent,
                  the Collateral Monitoring Agent and/or the Administrative
                  Agent such additional Mortgages, pledges, assignments,
                  security agreement supplements, intellectual property security
                  agreement supplements and other security agreements as
                  specified by, and in form and substance satisfactory to the
                  Collateral Agent and the Administrative Agent, securing
                  payment of all the Obligations of such Loan Party under the
                  Loan Documents and creating Liens on all such properties and
                  (B) such formation or acquisition of any new Subsidiary which
                  is, or is required to become, a Loan Party, duly execute and
                  deliver and cause each Subsidiary to duly execute and deliver
                  to the Collateral Agent Mortgages, pledges, assignments,
                  security agreement supplements, intellectual property security
                  agreement supplements and other security agreements as
                  specified by, and in form and substance satisfactory to the
                  Collateral Agent and the Administrative Agent, securing
                  payment of all of the Obligations of such Subsidiary under the
                  Loan Documents; provided that (A) the stock of any Subsidiary
                  held by a CFC shall not be pledged and (B) if such new
                  property is Equity Interests in a CFC, only 66% of such Equity
                  Interests shall be pledged in favor of the Secured Parties,

                           (iv) within 30 days after such request, formation or
                  acquisition, take, and cause each Loan Party and each newly
                  acquired or newly formed Subsidiary (other than any Subsidiary
                  that is a CFC or a Subsidiary that is held directly or
                  indirectly by a CFC) to take, whatever action (including,
                  without limitation, the recording of mortgages, the filing of
                  Uniform Commercial Code financing statements, the giving of
                  notices and the endorsement of notices on title documents) may
                  be necessary or reasonably advisable in the opinion of the
                  Collateral Agent and the Administrative Agent to vest in the
                  Collateral Agent and/or the Administrative Agent (or in any


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<PAGE>
                  representatives of the Collateral Agent and/or the
                  Administrative Agent designated by such entity) valid and
                  subsisting Liens on the properties purported to be subject to
                  the mortgages, pledges, assignments, security agreement
                  supplements, intellectual property security agreement
                  supplements and security agreements delivered pursuant to this
                  Section 5.01(j), enforceable against all third parties in
                  accordance with their terms,

                           (v) within 60 days after such request, formation or
                  acquisition (or such later date as may be agreed to by the
                  Administrative Agent), deliver to the Collateral Agent, the
                  Collateral Monitoring Agent and/or the Administrative Agent,
                  upon the request of the Administrative Agent in its sole
                  discretion, exercised reasonably, a signed copy of a favorable
                  opinion, addressed to the Agents, the Collateral Agent and the
                  Lender Parties, of counsel for the Loan Parties acceptable to
                  the Administrative Agent as to (1) the matters contained in
                  clauses (i), (iii) and (iv) above, (2) such guaranties,
                  guaranty supplements, mortgages, pledges, assignments,
                  security agreement supplements, intellectual property security
                  agreement supplements and security agreements being legal,
                  valid and binding obligations of each Loan Party party thereto
                  enforceable in accordance with their terms, as to the matters
                  contained in clause (iv) above, (3) such recordings, filings,
                  notices, endorsements and other actions being sufficient to
                  create valid perfected Liens on such properties, and (4) such
                  other matters as the Administrative Agent may reasonably
                  request,

                           (vi) as promptly as practicable after such request,
                  formation or acquisition, deliver, upon the request of the
                  Administrative Agent in its sole discretion, to the Collateral
                  Agent, the Collateral Monitoring Agent and the Administrative
                  Agent with respect to each parcel of real property owned or
                  held by each Loan Party and each newly acquired or newly
                  formed Subsidiary (other than any Subsidiary that is a CFC or
                  a Subsidiary that is held directly or indirectly by a CFC)
                  title reports and title insurance, surveys and engineering,
                  soils and other reports, and environmental assessment reports,
                  each in scope, form and substance satisfactory to the
                  Collateral Agent, the Collateral Monitoring Agent and the
                  Administrative Agent, provided, however, that to the extent
                  that any Loan Party or any of its Subsidiaries shall have
                  otherwise received any of the foregoing items with respect to
                  such real property, such items shall, promptly after the
                  receipt thereof, be delivered to the Collateral Agent, the
                  Collateral Monitoring Agent and the Administrative Agent, and

                           (vii) at any time and from time to time, promptly
                  execute and deliver, and cause to execute and deliver, each
                  Loan Party and each newly acquired or newly formed Subsidiary
                  (other than any Subsidiary that is a CFC or a Subsidiary that
                  is held directly or indirectly by a CFC) any and all further
                  instruments and documents and take, and cause each Loan Party
                  and each newly acquired or newly formed Subsidiary (other than
                  any Subsidiary that is a CFC or a Subsidiary that is held
                  directly or indirectly by a CFC) to take, all such other
                  action as the Collateral Agent, the Collateral Monitoring
                  Agent and/or the Administrative Agent may reasonably deem
                  necessary in obtaining the full benefits of, or in perfecting


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                  and preserving the Liens of, such guaranties, mortgages,
                  pledges, assignments, security agreement supplements,
                  intellectual property security agreement supplements and
                  security agreements.

                  (k) Further Assurances. (i) Promptly upon request by the
         Administrative Agent, correct, and cause each of its Subsidiaries
         promptly to correct, any material defect or error that may be
         discovered in any Loan Document or in the execution, acknowledgment,
         filing or recordation thereof, and

                  (ii) Promptly upon request by the Administrative Agent, do,
         execute, acknowledge, deliver, record, re-record, file, re-file,
         register and re-register any and all such further acts, deeds,
         conveyances, pledge agreements, mortgages, deeds of trust, trust deeds,
         assignments, financing statements and continuations thereof,
         termination statements, notices of assignment, transfers, certificates,
         assurances and other instruments as the Administrative Agent may
         reasonably require from time to time in order to (A) carry out more
         effectively the purposes of the Loan Documents, (B) to the fullest
         extent permitted by applicable law, subject any Loan Party's or any of
         its Subsidiaries' properties, assets, rights or interests to the Liens
         now or hereafter intended to be created by any of the Collateral
         Documents, (C) perfect and maintain the validity, effectiveness and
         priority of any of the Collateral Documents and any of the Liens
         intended to be created thereunder and (D) assure, convey, grant,
         assign, transfer, preserve, protect and confirm more effectively unto
         the Secured Parties the rights granted or now or hereafter intended to
         be granted to the Secured Parties under any Loan Document or under any
         other instrument executed in connection with any Loan Document to which
         any Loan Party or any of its Subsidiaries is or is to be a party, and
         cause each of its Subsidiaries to do so.

                  (l) Performance of Tax Agreement. Perform and observe, and
         cause each of its Subsidiaries to perform and observe, all of the terms
         and provisions of the Tax Agreement to be performed or observed by it,
         maintain the Tax Agreement in full force and effect, enforce the Tax
         Agreement in accordance with its terms, and take all such action under
         the Tax Agreement to such end as may be from time to time reasonably
         requested by the Administrative Agent.

                  (m) Preparation of Environmental Reports. At the reasonable
         request of the Administrative Agent from time to time (not to exceed
         once per year for each such property, except during the continuance of
         any Default), provide to the Administrative Agent within 60 days after
         such request or such later date as may be agreed to by the
         Administrative Agent, at the expense of the Borrower, an environmental
         site assessment report for any of its or its Subsidiaries' properties
         described in such request, prepared by an environmental consulting firm
         acceptable to the Administrative Agent, indicating the presence or
         absence of Hazardous Materials and the estimated cost of any
         compliance, removal or remedial action in connection with any Hazardous
         Materials on such properties, if any.

                  (n) Compliance with Terms of Leaseholds. Make all payments and
         otherwise perform all obligations in respect of all leases of real
         property to which the Borrower or any of its Subsidiaries is a party,


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         keep such leases in full force and effect and not allow such leases to
         lapse or be terminated or any rights to renew such leases to be
         forfeited or cancelled, notify the Administrative Agent of any material
         default of which it is aware by any party with respect to such leases
         and cooperate with the Administrative Agent in all respects to cure any
         such default by a Loan Party, and cause each of its Subsidiaries to do
         so, except, in any case, where the failure to do so, either
         individually or in the aggregate, could not be reasonably likely to
         have a Material Adverse Effect.

                  (o) Cash Concentration Accounts. (i) Maintain the Cash
         Collateral Account with Citibank, N.A. in accordance with the terms of
         the Security Agreement, and from which accounts funds may only be
         withdrawn with the consent of the Administrative Agent, provided,
         however, that so long as no Event of Default shall have occurred and be
         continuing, the Administrative Agent hereby consents and shall be
         deemed to have granted such consent to the extent that (after giving
         effect to any withdrawals) the aggregate amount of (x) excess
         availability under the Facility, plus (y) the aggregate amount of cash
         and Cash Equivalents held by the Borrower and its Subsidiaries in the
         Cash Collateral Account equals or exceeds $35 million in the aggregate;
         (ii) maintain, and cause each of its Subsidiaries to maintain, lockbox
         accounts into which all proceeds of Collateral are paid with one or
         more depository banks acceptable to the Administrative Agent that have
         (subject to the provisions of the Collateral Documents) accepted the
         assignment of such accounts to the Collateral Agent (or its agent
         designated for such purpose) for the benefit of the Secured Parties
         pursuant to the Security Agreement; and (iii) cause all amounts on
         deposit in any deposit account to be transferred to the Cash Collateral
         Account at the end of each Business Day, except with respect to deposit
         accounts that the Borrower has (actual or deemed) approval from the
         Administrative Agent to fund from the Cash Collateral Account pursuant
         to Section 3.4(d)(v) of the Security Agreement.

                  (p) Performance of Material Contracts. Perform and observe all
         the terms and provisions of each Material Contract to be performed or
         observed by it, maintain each such Material Contract in full force and
         effect, enforce each such Material Contract in accordance with its
         terms, take all such action to such end as may be from time to time
         requested by the Administrative Agent, and cause each of its
         Subsidiaries to do so, except, in any case, where the failure to do so,
         either individually or in the aggregate, could not be reasonably likely
         to have a Material Adverse Effect.

                  (q) G-I Holdings. Upon the Administrative Agent's reasonable
         request, but not more frequently than once per month, make a senior
         officer of the Borrower available to provide to the Administrative
         Agent (i) an update of developments in (A) the G-I Holdings bankruptcy
         proceedings, and (B) any proceedings related to asserted Federal income
         tax liabilities in connection with the Rhone Poulenc Transactions and
         (ii) any information relating thereto that the Administrative Agent may
         reasonably request.

                  (r) Reportable Transaction. The Borrower will notify the
         Administrative Agent promptly in the event that the Borrower or any
         other member of the G-I Holdings Tax Group specifically identifies any
         of the Borrowings or Advances under this Agreement as a "reportable
         transaction" on Internal Revenue Service Form 8886 filed with the U.S.


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<PAGE>
         Federal tax returns for purposes of Sections 6011, 6111 or 6112 of the
         Internal Revenue Code or the Treasury Regulations promulgated
         thereunder.

                  (s) Tax Liabilities. The Borrower (i) shall immediately inform
         the Lenders with respect to the Rhone Poulenc Transactions of (A) any
         written settlement proposal by any member of the G-I Holdings Tax Group
         or any tax authority as to which the Borrower has knowledge, which
         could require any Loan Party to incur liability or otherwise satisfy
         such settlement in whole or in part; (B) any court ruling determining
         tax liability or otherwise addressing the merits of the case; (C) any
         proposed or actual assessment or deficiency as to which any Loan Party
         or any member of the G-I Holdings Tax Group has knowledge; or (D) any
         written demand for payment of taxes from a tax authority, and (ii)
         shall provide any information available to them and reasonably required
         by the Lenders to make the determination in Section 6.01(h)(i).

                  (t) Mortgage Amendments. Within 90 days after the Effective
         Date (which time period may be extended in the sole discretion of the
         Administrative Agent), the Borrower shall, and shall cause each
         relevant Subsidiary to, as the case may be, furnish to the
         Administrative Agent:

                           (i) Evidence that mortgage amendments (the "MORTGAGE
                  AMENDMENTS") with respect to the mortgages covering the
                  Previously Mortgaged Properties (each such mortgage, an
                  "EXISTING MORTGAGE") have been duly executed, acknowledged and
                  delivered by a duly authorized officer of each party thereto
                  on or before such date and are in form suitable for filing and
                  recording in all filing or recording offices that the
                  Administrative Agent may reasonably deem necessary;

                           (ii) Title searches by a title insurer reasonably
                  acceptable to the Administrative Agent with respect to the
                  property encumbered by the Existing Mortgages showing (x) no
                  Liens of record other than those created by or permitted under
                  the terms of the applicable Existing Mortgage and (y) that
                  title to the applicable property remains vested in the
                  appropriate Loan Party;

                           (iii) Flood hazard determinations with respect to
                  each of the Previously Mortgaged Properties to determine
                  whether any portion of each Previously Mortgaged Property is
                  located in an area identified by the Federal Emergency
                  Management Agency as an area having special flood hazards;

                           (iv) Such advice, as may be reasonably required by
                  the Administrative Agent, from local counsel in any
                  jurisdiction that may assess documentary stamp, mortgage,
                  intangible or other similar taxes on any Mortgage Amendment,
                  which local counsel shall be retained by the Borrower;

                           (v) Such other consents, agreements and confirmations
                  of lessors and third parties as the Administrative Agent may
                  reasonably deem necessary to effectuate the Mortgage
                  Amendments; and

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                           (vi) Evidence that all fees, costs and expenses have
                  been paid in connection with the preparation, execution,
                  filing and recordation of the Mortgage Amendments, including,
                  without limitation, reasonable attorneys' fees, filing and
                  recording fees, title insurance company coordination fees,
                  documentary stamp, mortgage, intangible or other similar taxes
                  and title search charges and other charges incurred in
                  connection with the recordation of the Mortgage Amendments and
                  the other matters described in this Section 5.01(t) and as
                  otherwise required to be paid in connection therewith under
                  Section 8.04 hereof.


         SECTION 5.02. Negative Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will not, at any time:

                  (a) Liens, Etc. Create, incur, assume or suffer to exist, or
         permit any of its Subsidiaries to create, incur, assume or suffer to
         exist, any Lien on or with respect to any of its properties of any
         character (including, without limitation, accounts) whether now owned
         or hereafter acquired, or sign or file or suffer to exist, or permit
         any of its Subsidiaries to sign or file or suffer to exist, under the
         Uniform Commercial Code of any jurisdiction, a financing statement that
         names the Borrower or any of its Subsidiaries as debtor, or sign or
         suffer to exist, or permit any of its Subsidiaries to sign or suffer to
         exist, any security agreement authorizing any secured party thereunder
         to file such financing statement, or assign, or permit any of its
         Subsidiaries to assign, any accounts or other right to receive income,
         except:

                           (i) Liens created under the Loan Documents;

                           (ii) Permitted Liens;

                           (iii) Liens existing on the date hereof and described
                  on Schedule 4.01(q) hereto;

                           (iv) purchase money Liens upon or in real property or
                  equipment acquired or held by the Borrower or any of its
                  Subsidiaries in the ordinary course of business to secure the
                  purchase price of such property or equipment or to secure Debt
                  incurred solely for the purpose of financing the acquisition,
                  construction or improvement of any such property or equipment
                  to be subject to such Liens, or Liens existing on any such
                  property or equipment at the time of acquisition (other than
                  any such Liens created in contemplation of such acquisition
                  that do not secure the purchase price), or extensions,
                  renewals or replacements of any of the foregoing for the same
                  or a lesser amount, in each case, to the extent permitted
                  under Section 5.02(b)(iii)(B)(I); provided, however, that no
                  such Lien shall extend to or cover any property other than the
                  property or equipment being acquired, constructed or improved,
                  and no such extension, renewal or replacement shall extend to
                  or cover any property not theretofore subject to the Lien
                  being extended, renewed or replaced; and provided further that
                  the aggregate principal amount of the Debt secured by Liens
                  permitted by this clause (iv) shall not exceed the amount


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                  permitted with respect thereto under Section 5.02(b)(iii)(B)
                  at any time outstanding;

                           (v) Liens arising in connection with Capitalized
                  Leases permitted under Section 5.02(b)(iii)(B)(II); provided
                  that no such Lien shall extend to or cover any Collateral or
                  assets other than the assets subject to such Capitalized
                  Leases; and provided, further that the aggregate principal
                  amount of the Debt secured by Liens permitted by this clause
                  (v) shall not exceed the amount permitted with respect thereto
                  under Section 5.02(b)(iii)(B) at any time outstanding;

                           (vi) Liens on fixed assets to secure Debt permitted
                  under Section 5.02(b)(iii)(B)(III); provided, that the
                  aggregate principal amount of the Debt secured by Liens
                  permitted by this clause (vi) shall not exceed the amount
                  permitted with respect thereto under Section 5.02(b)(iii)(B)
                  at any time outstanding;

                           (vii) Liens arising in connection with sale-leaseback
                  transactions permitted under Section 5.02(b)(iii)(B)(IV);
                  provided that no such Lien shall extend to or cover any
                  Collateral or assets other than the assets subject to such
                  sale-leaseback transactions; and provided, further that the
                  aggregate principal amount of the Debt secured by Liens
                  permitted by this clause (vii) shall not exceed the amount
                  permitted with respect thereto under Section 5.02(b)(iii)(B)
                  at any time outstanding;

                           (viii) Liens to secure Debt permitted under Section
                  5.02(b)(iii)(J);

                           (ix) the replacement, extension or renewal of any
                  Lien permitted by clauses (iii) through (vii) above upon or in
                  the same property theretofore subject thereto or the
                  replacement, extension or renewal (without increase in the
                  amount or change in any direct or contingent obligor) of the
                  Debt secured thereby; provided, that the aggregate principal
                  amount of the Debt secured by Liens permitted by this clause
                  (ix) (excluding the replacement, extension or renewal of any
                  Lien permitted by clause (iii) above) shall not exceed the
                  applicable amount permitted with respect thereto under Section
                  5.02(b)(iii)(B) or (E), as the case may be, at any time
                  outstanding; and

                           (x) Liens arising in connection with operating leases
                  to the extent such operating leases are otherwise permitted
                  hereunder; provided that no such Lien shall extend to or cover
                  any Collateral or assets other than the assets subject to such
                  operating leases.

                  (b) Debt. Create, incur, assume or suffer to exist, or permit
         any of its Subsidiaries to create, incur, assume or suffer to exist,
         any Debt, except:

                           (i) in the case of the Borrower, Debt owed to a
                  wholly owned Subsidiary of the Borrower which is a Subsidiary
                  Guarantor, which Debt (x) shall constitute Pledged Debt and
                  (y) shall be evidenced by promissory notes in form and


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                  substance satisfactory to the Administrative Agent and such
                  promissory notes shall, in the case of Debt owed to a Loan
                  Party, be pledged as security for the Obligations of the
                  holder thereof under the Loan Documents to which such holder
                  is a party and delivered to the Collateral Agent pursuant to
                  the terms of the Security Agreement;

                           (ii) in the case of any Subsidiary of the Borrower,
                  Debt owed to the Borrower or to a wholly owned Subsidiary of
                  the Borrower, provided that, in each case, such Debt (w) shall
                  be permitted under Section 5.02(f), (x) shall, in the case of
                  Debt owed to a Loan Party, constitute Pledged Debt and (y)
                  shall be evidenced by promissory notes in form and substance
                  satisfactory to the Administrative Agent and such promissory
                  notes shall, in the case of Debt owed to a Loan Party, be
                  pledged as security for the Obligations of the holder thereof
                  under the Loan Documents to which such holder is a party and
                  delivered to the Collateral Agent pursuant to the terms of the
                  Security Agreement; and

                           (iii) in the case of the Borrower and its
                  Subsidiaries,

                                    (A) Debt under the Loan Documents,

                                    (B) So long as (1) no Default has occurred
                           and is continuing (both at the time of such
                           incurrence and after giving pro forma effect
                           thereto), and (2) after giving effect to such
                           incurrence, the Borrower shall be in pro forma
                           compliance with the provisions of Section 5.04, if
                           applicable (such compliance to be determined on the
                           basis of the required financial information most
                           recently delivered to the Administrative Agent and
                           the Lender Parties as though such Debt had been
                           incurred as of the first day of the fiscal period
                           covered thereby), (I) Debt secured by Liens permitted
                           by Section 5.02(a)(iv), (II) Capitalized Leases
                           permitted by Section 5.02(a)(v), (III) Debt secured
                           by Liens on the Borrower's or any of its
                           Subsidiaries' fixed assets, and (IV) Debt in respect
                           of sale-leaseback transactions permitted by Section
                           5.02(a)(vii), provided, however, that (i) such Debt
                           incurred pursuant to this Section 5.02(b)(iii)(B)
                           shall not have scheduled amortization payments prior
                           to the Termination Date in an aggregate principal
                           amount in any Fiscal Year (together with the
                           aggregate scheduled amortization payments in any
                           Fiscal Year prior to the Termination Date of any Debt
                           permitted pursuant to clauses (C), (E) and (J) below)
                           greater than the Amortization Basket, and (ii) (a)
                           Debt incurred pursuant to clauses (I), (II) and (IV)
                           of this Section 5.02(b)(iii)(B) shall not exceed $100
                           million in the aggregate during the term of this
                           Agreement, and (b) Debt incurred pursuant to clause
                           (III) of this Section 5.02(b)(iii)(B) shall not
                           exceed $200 million in the aggregate during the term
                           of this Agreement.

                                    (C) So long as (1) no Default has occurred
                           and is continuing (both at the time of such
                           incurrence and after giving pro forma effect
                           thereto), and (2) after giving effect to such
                           incurrence, the Borrower shall be in pro forma


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                           compliance with the provisions of Section 5.04, if
                           applicable (such compliance to be determined on the
                           basis of the required financial information most
                           recently delivered to the Administrative Agent and
                           the Lender Parties as though such Debt had been
                           incurred as of the first day of the fiscal period
                           covered thereby), Debt extending the maturity of, or
                           refunding or refinancing, in whole or in part
                           (without any increase in the principal amount thereof
                           or any change in any direct or contingent obligor
                           thereof), any Debt under the Existing Indentures,
                           provided that (x) the terms and conditions of such
                           extending, refunding or refinancing Debt are market
                           terms and conditions at the time of such extension,
                           refunding or refinancing, (y) there are no scheduled
                           amortization payments in respect of such extending,
                           refunding or refinancing Debt prior to the
                           Termination Date in an aggregate principal amount in
                           any Fiscal Year (together with the aggregate
                           scheduled amortization payments in any Fiscal Year
                           prior to the Termination Date of any Debt permitted
                           pursuant to clause (B) above and clauses (E) and (J)
                           below) greater than the Amortization Basket and (z)
                           any security arrangements in respect of such
                           extended, refunded or refinanced Debt shall be no
                           more onerous to the Lender Parties than those set
                           forth in the security documentation in effect at such
                           time; provided, further, that any Net Cash Proceeds
                           received by the Borrower in connection with any
                           refinancing of Debt issued under any of the Existing
                           Indentures shall be applied within one Business Day
                           to prepay Revolving Credit Advances, in which event
                           (x) any Net Cash Proceeds in excess of the aggregate
                           amount of outstanding Revolving Credit Advances shall
                           be deposited and held either in a Deposit Account or
                           a Security Account (as each term is defined in the
                           Security Agreement) and (y) the Administrative Agent
                           shall establish a reserve against the Loan Value
                           equal to the principal amount of the Senior Notes
                           being refinanced plus the amount of unpaid interest
                           on such Senior Notes as of the redemption date plus
                           the premium, fees and expenses payable in connection
                           with the redemption of such Senior Notes, which
                           reserve the Administrative Agent will reduce on the
                           Business Day following receipt of written
                           certification by a Responsible Financial Officer of
                           the Borrower that the Borrower will redeem Senior
                           Notes with the proceeds of a Revolving Credit Advance
                           within three Business Days of the date of such
                           notice, together with a Notice of Borrowing for such
                           Revolving Credit Advance,

                                    (D) The Surviving Debt,

                                    (E) So long as (1) no Default has occurred
                           and is continuing (both at the time of such
                           incurrence and after giving pro forma effect
                           thereto), and (2) after giving effect to such
                           incurrence, the Borrower shall be in pro forma
                           compliance with the provisions of Section 5.04, if
                           applicable (such compliance to be determined on the
                           basis of the required financial information most
                           recently delivered to the Administrative Agent and
                           the Lender Parties as though such Debt had been
                           incurred as of the first day of the fiscal period


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<PAGE>
                           covered thereby), Debt extending the maturity of, or
                           refunding or refinancing, in whole or in part
                           (without any increase in the principal amount thereof
                           or any change in any direct or contingent obligor
                           thereof), any Debt described in clause (B) above and
                           any other Surviving Debt (other than Debt issued
                           pursuant to the Existing Indentures) of the type
                           described in clause (B) above, provided that (x)
                           there are no remaining scheduled amortization
                           payments in respect of such extending, refunding or
                           refinancing Debt prior to December 31, 2011 that is
                           more onerous than the remaining scheduled
                           amortization prior to December 31, 2011, if any,
                           applicable to the Debt being extended, refunded or
                           refinanced, (y) any security arrangements in respect
                           of such extended, refunded or refinanced Debt shall
                           be no more onerous to the Lender Parties than those
                           set forth in the security documentation in effect at
                           such time, and (z) there are no scheduled
                           amortization payments of principal in respect of such
                           Debt prior to the Termination Date in an aggregate
                           principal amount in any Fiscal Year (together with
                           the aggregated scheduled amortization payments in any
                           Fiscal Year prior to the Termination Date of any Debt
                           permitted pursuant to clauses (B) and (C) above and
                           clause (J) below) greater than the Amortization
                           Basket; provided further that the principal amount of
                           such Debt being extended, refunded or refinanced
                           shall not be increased above the principal amount
                           thereof outstanding immediately prior to such
                           extension, refunding or refinancing and the direct
                           and contingent obligors therefor shall not be changed
                           as a result of or in connection with such extension,
                           refunding or refinancing,

                                    (F) So long as (1) no Default has occurred
                           and is continuing (both at the time of such
                           incurrence and after giving pro forma effect
                           thereto), and (2) after giving effect to such
                           incurrence, the Borrower shall be in pro forma
                           compliance, with the provisions of Section 5.04, if
                           applicable (such compliance to be determined on the
                           basis of the required financial information most
                           recently delivered to the Administrative Agent and
                           the Lender Parties as though such Debt had been
                           incurred as of the first day of the fiscal period
                           covered thereby), unsecured, subordinated Debt owing
                           to G-I Holdings or BMCA Holdings; provided, however,
                           that no payments shall be made with respect to Debt
                           permitted under this clause (F) unless after giving
                           effect to each such payment, the Available Liquidity
                           (as certified to the Administrative Agent by a
                           Responsible Financial Officer of the Borrower) shall
                           be least $25 million,

                                    (G) Debt consisting of surety bonds or
                           similar instruments in favor of government agencies
                           in connection with workers' compensation liabilities,
                           taxes, assessments or other obligations, provided
                           that such Debt is incurred in the ordinary course of
                           business,

                                    (H) Debt of any entity acquired by the
                           Borrower or its Subsidiaries in accordance with the
                           terms hereof so long as (i) such Debt was incurred


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<PAGE>
                           prior to such acquisition (and not in connection with
                           or contemplation of, such acquisition), (ii) both
                           before and after giving effect to such acquisition,
                           no Default or Event of Default shall exist, and (iii)
                           such Debt has no additional direct, indirect or
                           contingent obligor,

                                    (I) Debt of any Loan Party consisting of
                           Contingent Obligations in respect of Debt of other
                           Loan Parties, so long as such other Loan Parties are
                           permitted to incur such Debt hereunder, and

                                    (J) So long as (1) no Default has occurred
                           and is continuing (both at the time of such
                           incurrence and after giving pro forma effect
                           thereto), and (2) after giving effect to such
                           incurrence, the Borrower shall be in pro forma
                           compliance, with the provisions of Section 5.04, if
                           applicable (such compliance to be determined on the
                           basis of the required financial information most
                           recently delivered to the Administrative Agent and
                           the Lender Parties as though such Debt had been
                           incurred as of the first day of the fiscal period
                           covered thereby), Debt ranked junior (in respect of
                           any Liens securing such Debt, which Liens shall be
                           ranked junior to the Liens securing the Senior
                           Facility) to the Senior Facility , provided that
                           there are no scheduled amortization payments of
                           principal in respect of such Debt prior to the
                           Termination Date in an aggregate principal amount in
                           any Fiscal Year (together with the aggregated
                           scheduled amortization payments in any Fiscal Year
                           prior to the Termination Date of any Debt permitted
                           pursuant to clauses (B), (C) and (E) above) greater
                           than the Amortization Basket.

                  (c) Change in Nature of Business. Make, or permit any of its
         Subsidiaries to make, any material change in the nature of its business
         as carried on at the date hereof (other than as a result of an
         Investment permitted by Section 5.02(f)(vii)(B) involving complementary
         lines of business).

                  (d) Mergers, Etc. Merge into or consolidate with any Person or
         permit any Person to merge into it, or permit any of its Subsidiaries
         to do so, except that:

                           (i) any Subsidiary of the Borrower may merge into or
                  consolidate with any other Subsidiary of the Borrower,
                  provided that, in the case of any such merger or
                  consolidation, the Person formed by such merger or
                  consolidation shall be a wholly owned Subsidiary of the
                  Borrower, provided further that, in the case of any such
                  merger or consolidation to which a Subsidiary Guarantor is a
                  party, the Person formed by such merger or consolidation shall
                  be a Subsidiary Guarantor;

                           (ii) in connection with any acquisition permitted
                  under Section 5.02(f), any Subsidiary of the Borrower may
                  merge into or consolidate with any other Person or permit any
                  other Person to merge into or consolidate with it; provided
                  that (x) the Person surviving such merger shall be a wholly


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<PAGE>
                  owned direct or indirect Subsidiary of the Borrower and (y) in
                  the case of any such merger or consolidation to which a
                  Subsidiary Guarantor is a party, the Person formed by such
                  merger or consolidation shall be a Subsidiary Guarantor;

                           (iii) in connection with any sale or other
                  disposition permitted under Section 5.02(e) (other than clause
                  (ii) thereof), any Subsidiary of the Borrower may merge into
                  or consolidate with any other Person or permit any other
                  Person to merge into or consolidate with it; and

                           (iv) any of the Borrower's Subsidiaries may merge
                  into the Borrower; provided that the Person surviving such
                  merger shall be the Borrower.

         provided, however, that in each case, immediately before and after
         giving effect thereto, no Event of Default shall have occurred and be
         continuing and, in the case of any such merger to which the Borrower is
         a party, the Borrower is the surviving corporation.

                  (e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
         dispose of, or permit any of its Subsidiaries to sell, lease, transfer
         or otherwise dispose of, any assets, or grant any option or other right
         to purchase, lease or otherwise acquire any assets, except:

                           (i) Certain Permitted Dispositions;

                           (ii) in a transaction authorized by Section 5.02(d)
                  (other than subsection (iii) thereof);

                           (iii) the sale of any (x) asset identified on
                  Schedule 5.02(e) hereto (such assets being "EXCLUDED ASSETS")
                  or (y) any other assets in any Fiscal Year by the Borrower or
                  any Subsidiary, the fair market value of which is not greater
                  than $100 million, provided that any unused portion thereof
                  may be carried forward to any succeeding year, provided,
                  further, that the fair market value of all assets sold by the
                  Borrower or any Subsidiary during the term of this Agreement
                  shall in no event be greater than $375 million in the
                  aggregate (the foregoing asset sales described in clauses (x)
                  and (y) above being collectively, "PERMITTED ASSET SALES") so
                  long as in each case (A) the terms of any such sale shall be
                  commercially reasonable, (B) the purchase price paid to the
                  Borrower or such Subsidiary for such asset shall be no less
                  than the fair market value of such asset at the time of such
                  sale and (C) at least 66 2/3% of the purchase price for such
                  asset shall be paid to the Borrower or such Subsidiary solely
                  in cash;

                           (iv) sales by means of a lease or sublease of
                  property of the Borrower or any of its Subsidiaries, so long
                  as (x) such transaction is permitted pursuant to Section
                  5.02(b) and (y) the Borrower or such Subsidiary continues to
                  reflect ownership of such property in its financial statements
                  in accordance with GAAP;

                           (v) assignments and licenses of intellectual property
                  of the Borrower and its Subsidiaries in the ordinary course of
                  business; and

                           (vi) dispositions of property not to exceed an
                  aggregate fair market value of $10 million in the aggregate,
                  which in the commercially reasonable opinion of the Borrower


                                       88
<PAGE>
                  or such Subsidiary, and consistent with historic business
                  practice, is obsolete;

         provided that in the case of sales of assets pursuant to clauses (i),
         (iii), (iv), and (vi) above, the Borrower shall, on the date of receipt
         by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds
         from such sale, prepay the Advances pursuant to, to the extent and in
         the amount and order of priority set forth in, Section 2.06(b)(i), as
         specified therein.

                  (f) Investments in Other Persons. Make or hold, or permit any
         of its Subsidiaries to make or hold, any Investment in any Person,
         except:

                           (i) (A) equity Investments by the Borrower and its
                  Subsidiaries in their Subsidiaries outstanding on the date
                  hereof, (B) additional Investments in Loan Parties and (C)
                  additional Investments by Subsidiaries of the Borrower that
                  are not Loan Parties in other such Subsidiaries;

                           (ii) so long as (1) no Default or Event of Default
                  has occurred and is continuing (both at the time of such
                  Investment and after giving pro forma effect thereto), and (2)
                  after giving effect to such Investment the Available Liquidity
                  (as certified to the Administrative Agent by a Responsible
                  Financial Officer of the Borrower), shall equal or exceed the
                  Specified Liquidity Amount, Investments in Non-Recourse
                  Subsidiaries or any other Persons that are not Loan Parties,
                  excluding G-I Holdings and BMCA Holdings (collectively,
                  "PERMITTED ADVANCES");

                           (iii) loans and advances to employees in the ordinary
                  course of the business of the Borrower and its Subsidiaries as
                  presently conducted in an aggregate principal amount not to
                  exceed $2.5 million at any time outstanding;

                           (iv) Investments by the Borrower and its Subsidiaries
                  in Cash Equivalents;

                           (v) Investments existing on the date hereof and
                  described on Schedule 4.01(t) hereto;

                           (vi) Investments by the Borrower in Hedge Agreements
                  to the extent permitted under Section 5.02(s);

                           (vii) the purchase or other acquisition (a "PERMITTED
                  ACQUISITION") of all of the Equity Interests in, or all or
                  substantially all of the property and assets of, any Person
                  that, upon the consummation thereof, will be wholly owned
                  directly by the Borrower or one or more of its wholly owned
                  Subsidiaries (including, without limitation, as a result of a
                  merger or consolidation); provided that, with respect to each
                  purchase or other acquisition made pursuant to this clause
                  (vii):

                                    (A) any such newly created or acquired
                           Subsidiary shall comply with the requirements of
                           Section 5.01(j);


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<PAGE>
                                    (B) the lines of business of the Person to
                           be (or the property and assets of which are to be) so
                           purchased or otherwise acquired shall be (a)
                           substantially the same lines of business as, or (b)
                           lines of business complementary to, one or more of
                           the principal businesses of the Borrower and its
                           Subsidiaries in the ordinary course;

                                    (C) such purchase or other acquisition shall
                           not include or result in any contingent liabilities
                           that could reasonably be expected to result in a
                           Material Adverse Change (as determined in good faith
                           by the board of directors (or the persons performing
                           similar functions) of the Borrower or such Subsidiary
                           if the board of directors is otherwise approving such
                           transaction;

                                    (D) (1) immediately before and immediately
                           after giving pro forma effect to any such Permitted
                           Acquisition, no Default or Event of Default shall
                           have occurred and be continuing, (2) immediately
                           after giving effect to such purchase or other
                           acquisition, the Available Liquidity (as certified to
                           the Administrative Agent by a Responsible Financial
                           Officer of the Borrower) shall equal or exceed the
                           Specified Liquidity Amount, and (3) the Borrower and
                           its Subsidiaries shall be in pro forma compliance
                           with the covenant set forth in Section 5.04, if
                           applicable (each of (1), (2) and (3) above to be
                           determined on the basis of the required financial
                           information most recently delivered to the
                           Administrative Agent and the Lender Parties as though
                           such purchase or other acquisition had been
                           consummated as of the first day of the fiscal period
                           covered thereby); and

                                    (E) the Borrower shall have delivered to the
                           Administrative Agent, on behalf of the Lender
                           Parties, at least three Business Days prior to the
                           date on which any such purchase or other acquisition
                           is to be consummated, a certificate of a Responsible
                           Officer, in form and substance reasonably
                           satisfactory to the Administrative Agent, certifying
                           that all of the requirements set forth in this clause
                           (vii) have been satisfied or will be satisfied on or
                           prior to the consummation of such Permitted
                           Acquisition;

                           provided, however, that the property and assets so
                  purchased or acquired shall not be considered to be Eligible
                  Collateral until so determined by the Administrative Agent and
                  the Collateral Monitoring Agent after the performance of due
                  diligence with results reasonably satisfactory to the
                  Administrative Agent and the Collateral Monitoring Agent
                  applying their customary criteria for determining eligibility;

                           (viii) Investments in any "strategic alliance" joint
                  marketing arrangement, provided that such Investments do not
                  exceed $10 million in the aggregate for any Fiscal Year;


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<PAGE>
                           (ix) (a) Investments consisting of Initial G-I
                  Holdings Letters of Credit or substitutions thereof (as
                  described in, and subject to Section 5.02(g)(iv)) and (b)
                  subject to Section 5.02(g), Investments consisting of Future
                  G-I Letters of Credit and renewals thereof;

                           (x) So long as the provisions of Section 5.02(g)(iii)
                  are satisfied (determined as if such Investment were a
                  payment, dividend or distribution described in Section
                  5.02(g)), Investments (other than Investments described in
                  clause (ix) above) in G-I Holdings and BMCA Holdings; and

                  (g) Restricted Payments. Declare or pay any dividends,
         purchase, redeem, retire, defease or otherwise acquire for value any of
         its Equity Interests now or hereafter outstanding, return any capital
         to its stockholders, partners or members (or the equivalent Persons
         thereof) as such, make any distribution of assets, Equity Interests,
         obligations or securities to its stockholders, partners or members (or
         the equivalent Persons thereof) as such or issue or sell any Equity
         Interests, or permit any of its Subsidiaries to do any of the
         foregoing, or permit any of its Subsidiaries to purchase, redeem,
         retire, defease or otherwise acquire for value any Equity Interests in
         the Borrower or to issue or sell any Equity Interests therein, except
         that, so long as no Event of Default shall have occurred and be
         continuing at the time of any action described below or would result
         therefrom:

                           (i) the Borrower may declare and pay dividends and
                  distributions payable only in common stock of the Borrower;

                           (ii) any Subsidiary of the Borrower may (A) declare
                  and pay cash dividends to the Borrower, (B) declare and pay
                  cash dividends to any other wholly owned Subsidiary of the
                  Borrower of which it is a Subsidiary and (C) accept capital
                  contributions from its parent to the extent permitted under
                  Section 5.02(f);

                           (iii) so long as (a) both at the time of such
                  payment, dividend or other distribution and after giving pro
                  forma effect thereto, no Default or Event of Default has
                  occurred and is continuing, and (b) after giving effect to
                  such payment, dividend or other distribution, the Available
                  Liquidity (as certified to the Administrative Agent by a
                  Responsible Financial Officer of the Borrower) shall equal or
                  exceed (i) so long as, substantially simultaneously with such
                  payment, dividend or other distribution, a loan or
                  contribution in an equal amount is made to the Borrower, $25
                  million or (ii) otherwise, the Specified Liquidity Amount (to
                  be determined on the basis of the required financial
                  information most recently delivered to the Administrative
                  Agent and the Lender Parties as though such payment, dividend
                  or other distribution had been made as of the first day of the
                  fiscal period covered thereby), the Borrower shall be
                  permitted to make payments, dividends or other distributions
                  to G-I Holdings and BMCA Holdings Corporation in any calendar
                  year, and

                           (iv) Investments consisting of the Initial G-I
                  Holdings Letters of Credit, or any substitution of such
                  Initial G-I Holdings Letter of Credit (simultaneously with the


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<PAGE>
                  cancellation, expiration or other termination of such Initial
                  G-I Holdings Letter of Credit) for a contribution of cash or
                  the posting of a bond or similar instrument by any Loan Party
                  solely to the extent that cash, bond or similar instrument is
                  used to secure payment for the same obligation (and for the
                  benefit of the same beneficiary) as such Initial G-I Holdings
                  Letter of Credit so substituted.

                  (h) Amendments of Constitutive Documents. Amend, or permit any
         of its Subsidiaries to amend, its certificate of incorporation or
         bylaws or other constitutive documents other than amendments that could
         not be reasonably expected to have a Material Adverse Effect.

                  (i) Accounting Changes. Make or permit, or permit any of its
         Subsidiaries to make or permit, any change in (i) accounting policies
         or reporting practices, except as required or permitted by generally
         accepted accounting principles, or (ii) such Person's Fiscal Year.

                  (j) Prepayments, Etc., of Debt. Prepay, redeem, purchase,
         defease, exchange or otherwise satisfy prior to the scheduled maturity
         thereof in any manner, or make any payment in violation of any
         subordination terms of, any Debt (each, a "PREPAYMENT"), except (i) the
         prepayment of the Advances in accordance with the terms of this
         Agreement, (ii) regularly scheduled or required repayments or
         redemptions of Surviving Debt and (iii) so long as, in each case, both
         at the time of such payment and after giving pro forma effect thereto,
         (x) no Default or Event of Default shall have occurred and be
         continuing, and (y) after giving effect to such transaction, the
         Available Liquidity (as certified to the Administrative Agent by a
         Responsible Financial Officer of the Borrower) shall equal or exceed
         (A) in the case of any prepayment of Debt owing to G-I Holdings or BMCA
         Holdings Corporation, $25 million or (B) otherwise, the Specified
         Liquidity Amount, prepayment of any Debt ("PERMITTED DEBT
         REPURCHASES"); or, if the Loan Parties, the Administrative Agent or the
         Lenders will be materially and adversely affected thereby, amend,
         modify or change in any material manner any term or condition of any
         Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries
         to do any of the foregoing other than to prepay any Debt payable to the
         Borrower or any other Loan Party.

                  (k) Amendment, Etc., of the Tax Agreement. Except to the
         extent such action could not reasonably be expected to result in a
         Material Adverse Effect, cancel or terminate the Tax Agreement or
         consent to or accept any cancellation or termination thereof, amend,
         modify or change in any manner any term or condition of any the Tax
         Agreement or give any consent, waiver or approval thereunder, waive any
         default under or any breach of any term or condition of the Tax
         Agreement, agree in any manner to any other amendment, modification or
         change of any term or condition of the Tax Agreement or take any other
         action in connection with the Tax Agreement that would impair the value
         of the interest or rights of any Loan Party thereunder or that would
         impair the rights or interests of any Agent or any Lender Party, or
         permit any of its Subsidiaries to do any of the foregoing.


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<PAGE>
                  (l) Negative Pledge. Enter into or suffer to exist, or permit
         any of its Subsidiaries to enter into or suffer to exist, any agreement
         prohibiting or conditioning the creation or assumption of any Lien upon
         any of its property or assets except (i) in favor of the Secured
         Parties or (ii) in connection with (A) any Surviving Debt, or (B) any
         purchase money Debt permitted by Section 5.02(b)(iii)(B) solely to the
         extent that the agreement or instrument governing such Debt prohibits a
         Lien on the property acquired with the proceeds of such Debt, or (C)
         any Capitalized Lease permitted by Section 5.02(b)(iii)(B) solely to
         the extent that such Capitalized Lease prohibits a Lien on the property
         subject thereto.

                  (m) Partnerships, Etc. Become a general partner in any general
         or limited partnership or joint venture, or permit any of its
         Subsidiaries to do so, other than any Subsidiary the sole assets of
         which consist of its interest in such partnership or joint venture.

                  (n) Speculative Transactions. Engage, or permit any of its
         Subsidiaries to engage, in any transaction involving commodity options
         or futures contracts or any similar speculative transactions.

                  (o) Capital Expenditures. Make, or permit any of its
         Subsidiaries to make, any Capital Expenditures that would cause the
         aggregate of all such Capital Expenditures made by the Borrower and its
         Subsidiaries, in any calendar year commencing with calendar year 2007,
         to exceed the sum of (A) (x) in calendar year 2007, $150 million, (y)
         in calendar year 2008, $125 million or (z) in each calendar year
         thereafter, $115 million (each of (x), (y) or (z), as applicable, the
         "BASE CAPEX BASKET"), plus (B) in each calendar year the amount (if
         any) of the Base CAPEX Basket which was not used during any preceding
         calendar year up to a maximum carry-over under this clause (B) of $100
         million plus (C) in each calendar year, such additional amount that
         after giving effect to such Capital Expenditure made pursuant to this
         clause (C), the Available Liquidity shall equal or exceed the Specified
         Liquidity Amount.

                  (p) Formation of Subsidiaries. Organize or invest, or permit
         any of its Subsidiaries to organize or invest, in any new Subsidiary
         except as permitted under Section 5.02(f).

                  (q) Payment Restrictions Affecting Subsidiaries. Directly or
         indirectly, enter into or suffer to exist, or permit any of its
         Subsidiaries to enter into or suffer to exist, any agreement or
         arrangement limiting the ability of any of its Subsidiaries to declare
         or pay dividends or other distributions in respect of its Equity
         Interests or repay or prepay any Debt owed to, make loans or advances
         to, or otherwise transfer assets to or invest in, the Borrower or any
         Subsidiary of the Borrower (whether through a covenant restricting
         dividends, loans, asset transfers or investments, a financial covenant
         or otherwise), except (i) the Loan Documents, and (ii) any agreement or
         instrument evidencing Surviving Debt.

                  (r) Amendment, Etc., of Material Contracts. Except to the
         extent such action could not reasonably be expected to result in a
         Material Adverse Effect, cancel or terminate any Material Contract or
         consent to or accept any cancellation or termination thereof, amend or


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         otherwise modify any Material Contract or give any consent, waiver or
         approval thereunder, waive any default under or breach of any Material
         Contract, agree in any manner to any other amendment, modification or
         change of any term or condition of any Material Contract or take any
         other action in connection with any Material Contract that would impair
         the value of the interest or rights of any Loan Party thereunder or
         that would impair the interest or rights of any Agent or any Lender
         Party, or permit any of its Subsidiaries to do any of the foregoing.

                  (s) Hedge Agreements. Become a party to any Hedge Agreements
         other than non-speculative Hedge Agreements entered into in the
         ordinary course of business and consistent with prudent business
         practice to hedge against fluctuations in interest rates, commodity
         prices and foreign exchange rates.

         SECTION 5.03. Reporting Requirements. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will furnish to the Agents and the Lender
Parties:

                  (a) Default Notice. As soon as possible and in any event
         within two days after the occurrence of each Default or any event,
         development or occurrence reasonably likely to have a Material Adverse
         Effect continuing on the date of such statement, a statement of the
         chief financial officer of the Borrower setting forth details of such
         Default and the action that the Borrower has taken and proposes to take
         with respect thereto.

                  (b) Annual Financials. As soon as available and in any event
         within 95 days after the end of each Fiscal Year, a copy of the annual
         audit report for such year for the Borrower and its Subsidiaries,
         including therein a Consolidated balance sheet of the Borrower and its
         Subsidiaries as of the end of such Fiscal Year and a Consolidated
         statement of income and a Consolidated statement of cash flows of the
         Borrower and its Subsidiaries for such Fiscal Year, in each case
         accompanied by an opinion acceptable to the Required Lenders of KPMG or
         other independent public accountants of recognized standing acceptable
         to the Required Lenders, together with (i) a schedule, certified by a
         Responsible Financial Officer of the Borrower, in form reasonably
         satisfactory to the Administrative Agent setting forth (w) the Leverage
         Ratio on the last day of such Fiscal Year, (x) the Interest Coverage
         Ratio for such Fiscal Year, (y) the Capital Expenditures for such
         Fiscal Year, and (z) the computations used by the Borrower in
         determining compliance with the covenant contained in Section 5.04,
         when applicable, provided that in the event of any change in generally
         accepted accounting principles used in the preparation of such
         financial statements, the Borrower shall also provide, if necessary for
         the determination of any of (w), (x), (y) or (z) above, a statement of
         reconciliation conforming such financial statements to GAAP and (ii) a
         certificate of a Responsible Financial Officer of the Borrower stating
         that no Event of Default has occurred and is continuing or, if an Event
         of Default has occurred and is continuing, a statement as to the nature
         thereof and the action that the Borrower has taken and proposes to take
         with respect thereto.

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<PAGE>
                  (c) Quarterly Financials. As soon as available and in any
         event within 50 days after the end of each of the first three quarters
         of each Fiscal Year (i) so long as the Borrower is a reporting company
         under the Securities Act of 1934, as amended (a "Reporting Company"), a
         copy of the Borrowers Form 10Q filed with the Securities and Exchange
         Commission for each such fiscal quarter and (ii) if the Borrower is not
         a Reporting Company at such time, then the Borrower shall provide to
         the Administrative Agent the unaudited Consolidated balance sheet of
         the Borrower and its Subsidiaries at the end of such quarter and the
         related unaudited Consolidated statements of income and of cash flows
         for such quarter and the portion of the Fiscal Year through end of such
         fiscal quarter, setting forth in each case in comparative form the
         figures as of the end of and for the corresponding period in the
         previous Fiscal Year, in each case duly certified (subject to normal
         year-end audit adjustments) by a Responsible Financial Officer of the
         Borrower as having been prepared in accordance with GAAP, together with
         (1) a certificate of said officer stating that no Event of Default has
         occurred and is continuing or, if an Event of Default has occurred and
         is continuing, a statement as to the nature thereof and the action that
         the Borrower has taken and proposes to take with respect thereto, and
         (2) a schedule to such certificate in form reasonably satisfactory to
         the Administrative Agent setting forth (x) the Leverage Ratio as of the
         last day of such fiscal quarter, (y) the Interest Coverage Ratio for
         the four fiscal quarters of the Borrower ending on the last day of such
         fiscal quarter, and (z) the computations used by the Borrower in
         determining compliance with the covenant contained in Section 5.04,
         when applicable, provided that in the event of any change in generally
         accepted accounting principles used in the preparation of such
         financial statements, the Borrower shall also provide, if necessary for
         the determination of any of (x), (y) or (z) above, a statement of
         reconciliation conforming such financial statements to GAAP.

                  (d) Monthly Financials. As soon as available and in any event
         within (i) 45 days after the end of each of the first three quarters of
         each Fiscal Year, (ii) 60 days after the end of the last quarter of
         each Fiscal Year, and (iii) 30 days after the end of each other fiscal
         month of the Borrower, a Consolidated balance sheet of the Borrower and
         its Subsidiaries as of the end of such month and a Consolidated
         statement of income and a Consolidated statement of cash flows of the
         Borrower and its Subsidiaries for the period commencing at the end of
         the previous month and ending with the end of such month and a
         Consolidated statement of income and a Consolidated statement of cash
         flows of the Borrower and its Subsidiaries for the period commencing at
         the end of the previous Fiscal Year and ending with the end of such
         month, setting forth in each case in comparative form the corresponding
         figures for the corresponding month of the preceding Fiscal Year, all
         in reasonable detail and duly certified by a Responsible Financial
         Officer of the Borrower.

                  (e) Business Plans and Annual Forecasts. As soon as available
         and in any event not later than 90 days after the end of each Fiscal
         Year, an annual business plan and forecasts prepared by management of
         the Borrower, in form satisfactory to the Administrative Agent, of
         balance sheets, income statements and cash flow statements and
         projected borrowing base availability on a monthly basis for the Fiscal
         Year immediately following such Fiscal Year, together with narratives
         outlining the material operating, investing and financing assumptions
         incorporated in such forecasts.


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<PAGE>
                  (f) Tax and Asbestos Litigation Reports. Promptly upon the
         occurrence of a material event in connection with (i) any tax
         proceeding involving, or any Federal income tax liability, contingent
         or actual, of the Borrower, any Loan Party, or any other member of the
         G-I Holdings Tax Group, in connection with or arising out of the Rhone
         Poulenc Transactions and (ii) asbestos litigation involving the
         Borrower or any of its Subsidiaries, provide a summary in form and
         substance reasonably satisfactory to the Administrative Agent of such
         event.

                  (g) Litigation. Promptly after the Borrower becomes aware of
         the commencement thereof, notice of all actions, suits, investigations,
         litigation and proceedings before any Governmental Authority affecting
         any Loan Party or any of its Subsidiaries of the type described in
         Section 4.01(f), and promptly after the occurrence thereof, notice of
         any material adverse change in the status or the financial effect on
         any Loan Party or any of its Subsidiaries of the Disclosed Litigation
         from that described on Schedule 4.01(f) hereto.

                  (h) Securities Reports. Promptly after the sending or filing
         thereof, copies of all proxy statements, financial statements and
         reports that any Loan Party or any of its Subsidiaries sends to its
         stockholders, and copies of all regular, periodic and special reports,
         and all registration statements, that any Loan Party or any of its
         Subsidiaries files with the Securities and Exchange Commission or any
         governmental authority that may be substituted therefor, or with any
         national securities exchange.

                  (i) Creditor Reports. Promptly after the furnishing thereof,
         copies of any statement or report furnished to any holder of Debt
         securities of any Loan Party or of any of its Subsidiaries pursuant to
         the terms of any indenture, loan or credit or similar agreement and not
         otherwise required to be furnished to the Lender Parties pursuant to
         any other clause of this Section 5.03.

                  (j) Revenue Agent Reports. Within 10 days after receipt,
         copies of all Revenue Agent Reports (Internal Revenue Service Form
         886), or other written proposals of the Internal Revenue Service, that
         propose, determine or otherwise set forth positive adjustments to the
         Federal income tax liability of the affiliated group (within the
         meaning of Section 1504(a)(1) of the Internal Revenue Code) of which
         the Borrower is a member aggregating $1 million or more.

                  (k) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly
         and in any event within 10 days after any Loan Party or any ERISA
         Affiliate knows or has reason to know that any ERISA Event has
         occurred, a statement of the Chief Financial Officer of the Borrower
         describing such ERISA Event and the action, if any, that such Loan
         Party or such ERISA Affiliate has taken and proposes to take with
         respect thereto and (B) on the date any records, documents or other
         information must be furnished to the PBGC with respect to any Plan
         pursuant to Section 4010 of ERISA, a copy of such records, documents
         and information.

                  (ii) Plan Terminations. Promptly and in any event within two
         Business Days after receipt thereof by any Loan Party or any ERISA
         Affiliate, copies of each notice from the PBGC stating its intention to


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<PAGE>
         terminate any Plan or to have a trustee appointed to administer any
         Plan.

                  (iii) Plan Annual Reports. Promptly and in any event within 30
         days after the filing thereof with the Internal Revenue Service, copies
         of each Schedule B (Actuarial Information) to the annual report (Form
         5500 Series) with respect to each Plan.

                  (iv) Multiemployer Plan Notices. Promptly and in any event
         within five Business Days after receipt thereof by any Loan Party or
         any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of
         each notice concerning (A) the imposition of Withdrawal Liability by
         any such Multiemployer Plan, (B) the reorganization or termination,
         within the meaning of Title IV of ERISA, of any such Multiemployer Plan
         or (C) the amount of liability incurred, or that may be incurred, by
         such Loan Party or any ERISA Affiliate in connection with any event
         described in clause (A) or (B).

                  (l) Environmental Conditions. Promptly after the assertion or
         occurrence thereof, notice of (i) any Environmental Action against or
         of any noncompliance by any Loan Party or any of its Subsidiaries with
         any Environmental Law or Environmental Permit that could (A) reasonably
         be expected to have a Material Adverse Effect or (B) cause any property
         described in the Mortgages to be subject to any material restrictions
         on ownership, occupancy, use or transferability under any Environmental
         Law assuming continued use for industrial purposes; or (ii) any other
         matter or occurrence that may impact the number, scope, import or
         substance of any Environmental Approval Action or the underlying
         circumstances thereof.

                  (m) Real Property. As soon as available and in any event
         within 95 days after the end of each Fiscal Year, a report
         supplementing Schedules 4.01(r), 4.01(s)(1), and 4.01(s)(2) hereto,
         including an identification of all owned and leased real property
         disposed of by the Borrower or any of its Subsidiaries during such
         Fiscal Year, a list and description (including the street address,
         county or other relevant jurisdiction, state, record owner, book value
         thereof and, in the case of leases of property, lessor, lessee,
         expiration date and annual rental cost thereof) of all real property
         acquired or leased during such Fiscal Year and a description of such
         other changes in the information included in such Schedules as may be
         necessary for such Schedules to be accurate and complete.

                  (n) Insurance. As soon as available and in any event within 95
         days after the end of each Fiscal Year, a report summarizing the
         insurance coverage (specifying type, amount and carrier) in effect for
         each Loan Party and its Subsidiaries and containing such additional
         information as any Agent, or any Lender Party through the
         Administrative Agent, may reasonably specify.

                  (o) Borrowing Base Certificate. A Borrowing Base Certificate
         (i) on the first Business Day of each week, as at the last Business Day
         of the immediately preceding week (x) at any time that the Available
         Liquidity is less than the Specified Liquidity Amount or (y) at the
         option of the Borrower; or (ii) if neither clause (i)(x) or clause


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         (i)(y) applies, no later than the seventh Business Day of each month,
         as at the last Business Day of the immediately preceding month.

                  (p) Access for Field Examinations. Provide representatives of
         the Collateral Monitoring Agent sufficient access to the properties and
         offices of the Borrower and its Subsidiaries for such representatives
         to conduct, at the Borrower's expense, (a) on or before the end of each
         fiscal quarter of the Borrower, a field examination and (b) from time
         to time, asset appraisals.

                  (q) Other Information. Such other information respecting the
         business, properties, condition (financial or otherwise) or operations
         of any Loan Party or any of its Subsidiaries as the Administrative
         Agent, or any Lender Party through the Administrative Agent, may from
         time to time reasonably request.

         SECTION 5.04. Financial Covenant. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower shall, if the Available Liquidity at any time
during a fiscal quarter of the Borrower has been less than the Specified
Liquidity Amount, maintain an Interest Coverage Ratio for the most recently
ended four fiscal quarters of the Borrower for which financial statements were
required to have been delivered in accordance with Section 5.03(b) or (c), as
applicable, of not less than the minimum ratio set forth below opposite the
reference to the last day of such four fiscal quarters:

        Fiscal Quarter Ending                      Interest Coverage Ratio
        ---------------------                      -----------------------

        From the fourth fiscal quarter of
        Fiscal Year 2006 through the fourth
        fiscal quarter of Fiscal Year 2008         2.25 to 1

        From the first fiscal quarter of
        Fiscal Year 2009 through the fourth
        fiscal quarter of Fiscal Year 2010         2.35 to 1

        On the last day of any fiscal quarter
        thereafter through the Termination Date    2.50 to 1


                                    ARTICLE VI

                                EVENTS OF DEFAULT

         SECTION 6.01. Events of Default. If any of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:

                  (a) (i) the Borrower shall fail to pay any principal of any
         Advance when the same shall become due and payable or (ii) the Borrower
         shall fail to pay any interest on any Advance, or any Loan Party shall


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<PAGE>
         fail to make any other payment under any Loan Document when due and
         payable; or

                  (b) any representation or warranty made by any Loan Party (or
         any of its officers) under or in connection with any Loan Document
         shall prove to have been incorrect in any material respect when made;
         or

                  (c) the Borrower shall fail to perform or observe any term,
         covenant or agreement contained in Section 2.14, 5.01(e), (f), (i) or
         (j), 5.02, 5.03(a), (b), (c), (d) or (k) or 5.04; or

                  (d) any Loan Party shall fail to perform or observe any other
         term, covenant or agreement contained in any Loan Document on its part
         to be performed or observed if such failure shall remain unremedied for
         15 days after the earlier of the date on which (i) a Responsible
         Officer becomes aware of such failure or (ii) written notice thereof
         shall have been given to the Borrower by any Agent or any Lender Party;
         or

                  (e) any Loan Party or any of its Subsidiaries shall fail to
         pay any principal of, premium or interest on or any other amount
         payable in respect of any Debt of such Loan Party or such Subsidiary
         (as the case may be) that is outstanding in a principal amount of at
         least $25 million either individually or in the aggregate for all such
         Loan Parties and Subsidiaries (but excluding Debt outstanding
         hereunder), when the same becomes due and payable (whether by scheduled
         maturity, required prepayment, acceleration, demand or otherwise), and
         such failure shall continue after the applicable grace period, if any,
         specified in the agreement or instrument relating to such Debt; or any
         other event shall occur or condition shall exist under any agreement or
         instrument relating to any such Debt and shall continue after the
         applicable grace period, if any, specified in such agreement or
         instrument, if the effect of such event or condition is to accelerate,
         or to permit the acceleration of, the maturity of such Debt or
         otherwise to cause, or to permit the holder thereof to cause, such Debt
         to mature; or any such Debt shall be declared to be due and payable or
         required to be prepaid or redeemed (other than by a regularly scheduled
         required prepayment or redemption), purchased or defeased, or an offer
         to prepay, redeem, purchase or defease such Debt shall be required to
         be made, in each case prior to the stated maturity thereof; or

                  (f) any Loan Party or any of its Subsidiaries shall generally
         not pay its debts as such debts become due, or shall admit in writing
         its inability to pay its debts generally, or shall make a general
         assignment for the benefit of creditors; or any proceeding shall be
         instituted by or against any Loan Party or any of its Subsidiaries
         seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         protection, relief, or composition of it or its debts under any law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors, or seeking the entry of an order for relief or the appointment
         of a receiver, trustee or other similar official for it or for any
         substantial part of its property and, in the case of any such
         proceeding instituted against it (but not instituted by it) that is
         being diligently contested by it in good faith, either such proceeding
         shall remain undismissed or unstayed for a period of 60 days or any of
         the actions sought in such proceeding (including, without limitation,
         the entry of an order for relief against, or the appointment of a


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<PAGE>
         receiver, trustee, custodian or other similar official for, it or any
         substantial part of its property) shall occur; or any Loan Party or any
         of its Subsidiaries shall take any corporate action to authorize any of
         the actions set forth above in this subsection (f); or

                  (g) any judgments or orders (other than in respect of the
         alleged Federal income tax liabilities of the Borrower relating to or
         arising out of the Rhone Poulenc Transactions or relating to the
         alleged asbestos liabilities of the Borrower), either individually or
         in the aggregate, for the payment of money in excess of $25 million
         shall be rendered against any Loan Party or any of its Subsidiaries and
         either (i) enforcement proceedings shall have been commenced by any
         creditor upon such judgment or order or (ii) there shall be any period
         of 15 consecutive days during which a stay of enforcement of such
         judgment or order, by reason of a pending appeal or otherwise, shall
         not be in effect; provided, however, that any such judgment or order
         shall not give rise to an Event of Default under this Section 6.01(g)
         if and for so long as (A) the amount of such judgment or order is
         covered by a valid and binding policy of insurance between the
         defendant and the insurer, which shall be rated at least "A" by A.M.
         Best Company, covering full payment thereof and (B) such insurer has
         been notified, and has not disputed the claim made for payment, of the
         amount of such judgment or order; or

                  (h) after the date hereof (i) any court or governmental agency
         determines a tax liability or otherwise issues any adverse ruling
         addressing the merits, proposes to or actually enters a stipulated
         settlement or settlement notice, or makes or provides any assessment,
         notice of intent to file a lien, or lien filing against any member of
         the G-I Holdings Tax Group or any Loan Party with respect to the Rhone
         Poulenc Transactions, and there shall be a period of 20 consecutive
         days after the taking of such action during which time the Super
         Majority Lenders shall not have determined that there shall not exist,
         because of such action, a reasonable likelihood that one or more of the
         Loan Parties will pay, satisfy, or receive demand for payment of any
         tax liabilities relating to or arising out of the Rhone Poulenc
         Transactions (it being understood that during such 20 consecutive day
         period the Lender Parties shall not be required to make any Advances
         hereunder), or (ii) any court renders a judgment or order against any
         Loan Party related to or arising out of the alleged asbestos
         liabilities of the Borrower and as a result of which it is reasonable
         to conclude that the Loan Parties might be liable for such asbestos
         liabilities (it being understood and agreed that any adverse ruling by
         the court in the DJ Action shall not, solely by itself, constitute an
         Event of Default under this clause 6.01(h)(ii)); or

                  (i) any non-monetary judgment or order shall be rendered
         against any Loan Party or any of its Subsidiaries that could be
         reasonably likely to have a Material Adverse Effect, and there shall be
         any period of 20 consecutive days during which a stay of enforcement of
         such judgment or order, by reason of a pending appeal or otherwise,
         shall not be in effect; or

                  (j) any provision of any Loan Document after delivery thereof
         pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be
         valid and binding on or enforceable against any Loan Party party to it,
         or any such Loan Party shall so state in writing; or


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<PAGE>
                  (k) any Collateral Document or financing statement after
         delivery thereof pursuant to Section 3.01 or 5.01(j) shall for any
         reason (other than pursuant to or permitted by the terms of any Loan
         Document) cease to create a valid and perfected first priority lien
         subject to any Liens permitted by Section 5.02 on and security interest
         in the Collateral purported to be covered thereby; or

                  (l) a Change of Control shall occur; or

                  (m) any ERISA Event shall have occurred with respect to a Plan
         and the sum (determined as of the date of occurrence of such ERISA
         Event) of the Insufficiency of such Plan and the Insufficiency of any
         and all other Plans with respect to which an ERISA Event shall have
         occurred and then exist (or the liability of the Loan Parties and the
         ERISA Affiliates related to such ERISA Event) exceeds (together with
         all other liabilities described in Section 6.01(m), (n), and (o)) $10
         million in the aggregate; or

                  (n) any Loan Party or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that it has incurred
         Withdrawal Liability to such Multiemployer Plan in an amount that, when
         aggregated with all other amounts required to be paid to Multiemployer
         Plans by the Loan Parties and the ERISA Affiliates as Withdrawal
         Liability (determined as of the date of such notification), exceeds
         (together with all other liabilities described in Section 6.01(m), (n),
         and (o)) $10 million in the aggregate; or

                  (o) any Loan Party or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or is being terminated, within the meaning of
         Title IV of ERISA, and as a result of such reorganization or
         termination the aggregate annual contributions of the Loan Parties and
         the ERISA Affiliates to all Multiemployer Plans that are then in
         reorganization or being terminated have been or will be increased over
         the amounts contributed to such Multiemployer Plans for the plan years
         of such Multiemployer Plans immediately preceding the plan year in
         which such reorganization or termination occurs by an amount exceeding
         (together with all other liabilities described in Section 6.01(m), (n),
         and (o)) $10 million in the aggregate; or

                  (p) any Federal tax Liens in respect of the proposed Federal
         income tax liabilities of the Borrower or any other member of the G-I
         Holdings Tax Group relating to or arising out of the Rhone Poulenc
         Transactions shall be created and be enforceable against the assets of
         any Loan Party; or

                  (q) there shall occur any Material Adverse Change; or

                  (r) the existing stay of the asbestos-related litigation
         against the Borrower granted in the G-I Holdings bankruptcy proceedings
         shall have been terminated or amended or modified in a manner not
         reasonably acceptable to the Administrative Agent, or there shall have
         occurred a substantive consolidation of G-I Holdings with the assets
         and liabilities of the Borrower or any of the Subsidiary Guarantors in
         conjunction with the G-I Holdings bankruptcy proceedings;


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then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitments of each Lender Party and the obligation of each Lender
Party to make Advances (other than Letter of Credit Advances by the Issuing Bank
or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender
pursuant to Section 2.02(b)) and of the Issuing Bank to issue Letters of Credit
to be terminated, whereupon the same shall forthwith terminate, and (ii) shall
at the request, or may with the consent, of the Required Lenders, (A) by notice
to the Borrower, declare the Notes, all interest thereon and all other amounts
payable under this Agreement and the other Loan Documents to be forthwith due
and payable, whereupon the Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower, (B) by notice to each party required under the terms of any agreement
in support of which a Standby Letter of Credit is issued, request that all
Obligations under such agreement be declared to be due and payable; provided,
however, that in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the Federal Bankruptcy Code, (x) the
Commitments of each Lender Party and the obligation of each Lender Party to make
Advances (other than Letter of Credit Advances by the Issuing Bank or a Lender
pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to
Section 2.02(b)) and of the Issuing Bank to issue Letters of Credit shall
automatically be terminated and (y) the Notes, all such interest and all such
amounts shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrower.

         SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.
If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, pay to the Collateral Agent on behalf of the Lender
Parties in same day funds at the Collateral Agent's office designated in such
demand, for deposit in the L/C Collateral Account, an amount equal to the
aggregate Available Amount of all Letters of Credit then outstanding. If at any
time the Administrative Agent determines that any funds held in the L/C
Collateral Account are subject to any right or claim of any Person other than
the Agents and the Lender Parties or that the total amount of such funds is less
than the aggregate Available Amount of all Letters of Credit, the Borrower will,
forthwith upon demand by the Administrative Agent, pay to the Collateral Agent,
as additional funds to be deposited and held in the L/C Collateral Account, an
amount equal to the excess of (a) such aggregate Available Amount over (b) the
total amount of funds, if any, then held in the L/C Collateral Account that the
Administrative Agent determines to be free and clear of any such right and
claim. Upon the drawing of any Letter of Credit for which funds are on deposit
in the L/C Collateral Account, such funds shall be applied to reimburse the
Issuing Bank or Lenders, as applicable, to the extent permitted by applicable
law.

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                                   ARTICLE VII

                                   THE AGENTS

         SECTION 7.01. Authorization and Action. Each Lender Party (in its
capacities as a Lender, the Swing Line Bank (if applicable), and the Issuing
Bank (if applicable)) hereby appoints and authorizes each Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
this Agreement and the other Loan Documents as are delegated to such Agent by
the terms hereof and thereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
the Loan Documents (including, without limitation, enforcement or collection of
the Notes), no Agent shall be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lender
Parties and all holders of Notes; provided, however, that no Agent shall be
required to take any action that exposes such Agent to personal liability or
that is contrary to this Agreement or applicable law. Each Agent agrees to give
to each Lender Party prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement.

         SECTION 7.02. Agents' Reliance, Etc. Neither any Agent nor any of their
respective directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
the Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each Agent:
(a) may treat the payee of any Note as the holder thereof until, in the case of
the Administrative Agent, the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any
other Agent, such Agent has received notice from the Administrative Agent that
it has received and accepted such Assignment and Acceptance, in each case as
provided in Section 8.07; (b) may consult with legal counsel (including counsel
for any Loan Party), independent public accountants and other experts selected
by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender Party and shall
not be responsible to any Lender Party for any statements, warranties or
representations (whether written or oral) made in or in connection with the Loan
Documents; (d) shall not have any duty to ascertain or to inquire as to the
performance, observance or satisfaction of any of the terms, covenants or
conditions of any Loan Document on the part of any Loan Party or the existence
at any time of any Default under the Loan Documents or to inspect the property
(including the books and records) of any Loan Party; (e) shall not be
responsible to any Lender Party for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; and (f) shall incur no liability under or
in respect of any Loan Document by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telegram, telecopy or telex)
believed by it to be genuine and signed or sent by the proper party or parties.


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         SECTION 7.03. CUSA and Affiliates. With respect to its Commitments, the
Advances made by it and the Notes issued to it, CUSA shall have the same rights
and powers under the Loan Documents as any other Lender Party and may exercise
the same as though it were not an Agent; and the term "Lender Party" or "Lender
Parties" shall, unless otherwise expressly indicated, include CUSA in its
individual capacity as such. CUSA and its affiliates may accept deposits from,
lend money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, any Loan
Party, any of its Subsidiaries and any Person that may do business with or own
securities of any Loan Party or any such Subsidiary, all as if CUSA was not an
Agent and without any duty to account therefor to the Lender Parties. No Agent
shall have any duty to disclose any information obtained or received by it or
any of its Affiliates relating to any Loan Party or any of its Subsidiaries to
the extent such information was obtained or received in any capacity other than
as such Agent.

         SECTION 7.04. Lender Party Credit Decision. Each Lender Party
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon any Agent or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement.

         SECTION 7.05. Indemnification. (a) Each Lender Party severally agrees
to indemnify each Agent (to the extent not promptly reimbursed by the Borrower)
from and against such Lender Party's ratable share (determined as provided
below) of any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against such
Agent in any way relating to or arising out of the Loan Documents or any action
taken or omitted by such Agent under the Loan Documents (collectively, the
"INDEMNIFIED COSTS"); provided, however, that no Lender Party shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Agent's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender Party agrees to reimburse each Agent promptly upon demand
for its ratable share of any costs and expenses (including, without limitation,
fees and expenses of counsel) payable by the Borrower under Section 8.04, to the
extent that such Agent is not promptly reimbursed for such costs and expenses by
the Borrower. In the case of any investigation, litigation or proceeding giving
rise to any Indemnified Costs, this Section 7.05 applies whether any such
investigation, litigation or proceeding is brought by any Lender Party or any
other Person.

                  (b) Each Lender Party severally agrees to indemnify the
Issuing Bank (to the extent not promptly reimbursed by the Borrower) from and
against such Lender Party's ratable share (determined as provided below) of any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against the Issuing
Bank in any way relating to or arising out of the Loan Documents or any action
taken or omitted by the Issuing Bank under the Loan Documents; provided,
however, that no Lender Party shall be liable for any portion of such


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liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Issuing Bank's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its
ratable share of any costs and expenses (including, without limitation, fees and
expenses of counsel) payable by the Borrower under Section 8.04, to the extent
that the Issuing Bank is not promptly reimbursed for such costs and expenses by
the Borrower.

                  (c) For purposes of this Section 7.05, the Lender Parties'
respective ratable shares of any amount shall be determined, at any time,
according to the sum of (i) the aggregate principal amount of the Advances
outstanding at such time and owing to the respective Lender Parties, (ii) their
respective Pro Rata Shares of the aggregate Available Amount of all Letters of
Credit outstanding at such time, and (iii) their respective Unused Revolving
Credit Commitments at such time; provided that the aggregate principal amount of
Swing Line Advances owing to the Swing Line Bank and of Letter of Credit
Advances owing to the Issuing Bank shall be considered to be owed to the Lenders
ratably in accordance with their respective Revolving Credit Commitments. The
failure of any Lender Party to reimburse any Agent or the Issuing Bank, as the
case may be, promptly upon demand for its ratable share of any amount required
to be paid by the Lender Parties to such Agent or the Issuing Bank, as the case
may be, as provided herein shall not relieve any other Lender Party of its
obligation hereunder to reimburse such Agent or the Issuing Bank, as the case
may be, for its ratable share of such amount, but no Lender Party shall be
responsible for the failure of any other Lender Party to reimburse such Agent or
the Issuing Bank, as the case may be, for such other Lender Party's ratable
share of such amount. Without prejudice to the survival of any other agreement
of any Lender Party hereunder, the agreement and obligations of each Lender
Party contained in this Section 7.05 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the other
Loan Documents.

         SECTION 7.06. Successor Agents. Any Agent may resign at any time by
giving written notice thereof to the Lender Parties and the Borrower and may be
removed at any time with or without cause by the Required Lenders; provided,
however, that any removal of the Administrative Agent will not be effective
until it has also been replaced as Collateral Monitoring Agent, Swing Line Bank
and Issuing Bank and released from all of its obligations in respect thereof
(other than obligations resulting from its gross negligence or willful
misconduct). Upon any such resignation or removal, the Required Lenders shall
have the right to appoint a successor Agent. If no successor Agent shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Agent's giving of notice of
resignation or the Required Lenders' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent,
which shall be a commercial bank organized under the laws of the United States
or of any State thereof and having a combined capital and surplus of at least
$250 million. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent and, in the case of a successor Collateral Monitoring Agent,
upon the execution and filing or recording of such financing statements, or
amendments thereto, and such amendments or supplements to the Mortgages, and
such other instruments or notices, as may be necessary or desirable, or as the
Required Lenders may request, in order to continue the perfection of the Liens
granted or purported to be granted by the Collateral Documents, such successor
Agent shall succeed to and become vested with all the rights, powers,


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discretion, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations under the Loan Documents
(other than duties and obligations resulting from its gross negligence or
willful misconduct). If within 45 days after written notice is given of the
retiring Agent's resignation or removal under this Section 7.06, no successor
Agent shall have been appointed and shall have accepted such appointment, then
on such 45th day (a) the retiring Agent's resignation or removal shall become
effective, (b) the retiring Agent shall thereupon be discharged from its duties
and obligations under the Loan Documents (other than duties and obligations
resulting from its gross negligence or willful misconduct) and (c) the Required
Lenders shall thereafter perform all duties of the retiring Agent under the Loan
Documents until such time, if any, as the Required Lenders appoint a successor
Agent as provided above. After any retiring Agent's resignation or removal
hereunder as Agent shall have become effective, the provisions of this Article
VII shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement.

         SECTION 7.07. Appointment of Supplemental Collateral Monitoring Agents.
(a) It is the purpose of this Agreement and the other Loan Documents that there
shall be no violation of any law of any jurisdiction denying or restricting the
right of banking corporations or associations to transact business as agent or
trustee in such jurisdiction. It is recognized that in case of litigation under
this Agreement or any of the other Loan Documents, and in particular in case of
the enforcement of any of the Loan Documents, or in case the Administrative
Agent deems that by reason of any present or future law of any jurisdiction it
may not exercise any of the rights, powers or remedies granted herein or in any
of the other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that the Administrative
Agent appoint an additional individual or institution as a separate trustee,
co-trustee, collateral monitoring agent, collateral agent, collateral sub-agent
or collateral co-agent (any such additional individual or institution being
referred to herein individually as a "SUPPLEMENTAL COLLATERAL MONITORING AGENT"
and collectively as "SUPPLEMENTAL COLLATERAL MONITORING AGENTS").

                  (b) In the event that the Administrative Agent appoints a
Supplemental Collateral Monitoring Agent with respect to any Collateral, (i)
each and every right, power, privilege or duty expressed or intended by this
Agreement or any of the other Loan Documents to be exercised by or vested in or
conveyed to the Administrative Agent with respect to such Collateral shall be
exercisable by and vest in such Supplemental Collateral Monitoring Agent to the
extent, and only to the extent, necessary to enable such Supplemental Collateral
Monitoring Agent to exercise such rights, powers and privileges with respect to
such Collateral and to perform such duties with respect to such Collateral, and
every covenant and obligation contained in the Loan Documents necessary to the
exercise or performance thereof by such Supplemental Collateral Monitoring Agent
shall run to and be enforceable by either the Administrative Agent or such
Supplemental Collateral Monitoring Agent, and (ii) the provisions of this
Article and of Section 8.04 that refer to the Administrative Agent shall inure
to the benefit of such Supplemental Collateral Monitoring Agent and all
references therein to the Administrative Agent shall be deemed to be references
to the Administrative Agent and/or such Supplemental Collateral Monitoring
Agent, as the context may require.

                  (c) Should any instrument in writing from any Loan Party be
reasonably required by any Supplemental Collateral Monitoring Agent so appointed
by the Administrative Agent for more fully and certainly vesting in and


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confirming to him or it such rights, powers, privileges and duties, such Loan
Party shall execute, acknowledge and deliver any and all such instruments
promptly upon request by the Administrative Agent. In case any Supplemental
Collateral Monitoring Agent, or a successor thereto, shall die, become incapable
of acting, resign or be removed, all the rights, powers, privileges and duties
of such Supplemental Collateral Monitoring Agent, to the extent permitted by
law, shall vest in and be exercised by the Administrative Agent until the
appointment of a new Supplemental Collateral Monitoring Agent.

         SECTION 7.08. The Joint Lead Arrangers, the Syndication Agent and the
Co-Documentation Agents. It is understood and agreed by all parties hereto that
neither the Joint Lead Arrangers, nor the Syndication Agent, nor the
Co-Documentation Agents shall have any rights, powers, duties or
responsibilities in such capacity under this Agreement (nor shall any such
rights, powers, duties or responsibilities be read into this Agreement or any
other Loan Document), and shall have no liability for any actions taken or not
taken in such capacity in connection with this Agreement or the other Loan
Documents.

                                   ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.01. Amendments, Etc. (a) No amendment or waiver of any
provision of this Agreement or the Notes or any other Loan Document, nor consent
to any departure by any Loan Party therefrom, shall in any event be effective
unless the same shall be in writing and signed (or, in the case of the
Collateral Documents, consented to) by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all of the Lender Parties
(other than any Lender Party that is, at such time, a Defaulting Lender), do any
of the following at any time: (i) waive any of the conditions specified in
Section 3.01, (ii) change the number of Lenders or the percentage of (x) the
Commitments, (y) the aggregate unpaid principal amount of the Advances or (z)
the aggregate Available Amount of outstanding Letters of Credit that, in each
case, shall be required for the Lenders or any of them to take any action
hereunder, (iii) reduce or limit the obligations of any Subsidiary Guarantor
under Section 1 of the Subsidiary Guaranty issued by it or release such
Subsidiary Guarantor or otherwise limit such Subsidiary Guarantor's liability
with respect to the Obligations owing to the Agents and the Lender Parties
(other than, in the case of any Subsidiary Guarantor, to the extent permitted
under the Subsidiary Guaranty), (iv) release all or substantially all of the
Collateral in any transaction or series of related transactions, (v) amend
Section 2.13 or this Section 8.01, (vi) increase the Commitments of the Lenders
(except in accordance with the provisions of Section 2.17), (vii) reduce the
principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, (viii) postpone any date scheduled for any payment of principal of,
or interest on, the Notes pursuant to Section 2.04 or 2.07 or any date fixed for
payment of fees or other amounts payable hereunder, (ix) limit the liability of
any Loan Party under any of the Loan Documents or (x) amend or otherwise modify
the definition of "Loan Value" or any component thereof (including, without
limitation, any advance rates included in such definition) so as to increase the
aggregate Loan Value of the Eligible Collateral or any component of such Loan
Value; provided further that no amendment, waiver or consent shall, unless in
writing and signed by the Swing Line Bank or the Issuing Bank, as the case may


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be, in addition to the Lenders required above to take such action, affect the
rights or obligations of the Swing Line Bank or of the Issuing Bank, as the case
may be, under this Agreement; and provided further that no amendment, waiver or
consent shall, unless in writing and signed by an Agent in addition to the
Lenders required above to take such action, affect the rights or duties of such
Agent under this Agreement or the other Loan Documents.

                  (b) In the event that any Lender Party fails to consent to any
amendment, modification or waiver that requires the consent of all of the Lender
Parties (other than any Lender Party that is, at such time, a Defaulting Lender)
where the Super Majority Lenders have approved such amendment, modification or
waiver (a "NON-CONSENTING LENDER"), then (subject to (i) such Lender Party's
right to rescind such demand or assertion within five days after the notice from
the Borrower referred to below or (ii) such Non-Consenting Lender consenting to
such amendment, modification or waiver within those five days) the Borrower may,
upon five Business Days' prior written notice to such Lender Party and the
Administrative Agent, elect to cause such Lender Party to assign its Advances
and Commitments in full to one or more Persons selected by the Borrower so long
as (a) each such Person satisfies the criteria of an Eligible Assignee and is
reasonably satisfactory to the Administrative Agent, (b) such Lender Party
receives payment in full in cash of the outstanding principal amount of all
Advances made by it and all accrued and unpaid interest thereon and all other
amounts due and payable to such Lender Party as of the date of such assignment
(including, without limitation, amounts owing pursuant to Sections 2.10, 2.12,
2.15 and 8.04) and (c) each such Lender Party assignee agrees to accept such
assignment and to assume all obligations of such Lender Party hereunder in
accordance with Section 8.07.

         SECTION 8.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be either (x) in writing (including telecopier or
telegraphic communication) and mailed, telecopied, telegraphed or delivered or
(y) as and to the extent set forth in Section 8.02(b) and in the proviso to this
Section 8.02(a), in an electronic medium and delivered as set forth in Section
8.02(b), if to the Borrower, at its address at Building Materials Corporation of
America, 1361 Alps Road, Wayne, New Jersey 07470; Attention: Treasurer;
Telephone: (973) 628-3000; Facsimile (973) 628-3326; if to any Initial Lender
Party, at its Domestic Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender Party, at its Domestic Lending Office specified
in the Assignment and Acceptance pursuant to which it became a Lender Party; if
to the Collateral Agent, at its address at 111 Wall Street, 14th Floor, New
York, NY, 10005; Attention: Citibank Agency & Trust; Telephone: (212) 657-5810;
Facsimile: (212) 657-2762; if to the Administrative Agent or the Collateral
Monitoring Agent, at its address at Citicorp USA, Inc.; Asset Based Finance, 388
Greenwich Ave., 20th Floor, New York, NY 10013; Attention: Jeffrey Nitz,
Telephone: (212) 816-7845; Facsimile: (212) 816-2613; e-mail:
jeffrey.nitz@citigroup.com or, as to the Borrower or the Administrative Agent,
at such other address as shall be designated by such party in a written notice
to the other parties and, as to each other party, at such other address as shall
be designated by such party in a written notice to the Borrower and the
Administrative Agent; provided that materials required to be delivered pursuant
to Section 5.01(j)(i) through (vii) shall be delivered to the Administrative
Agent as specified in Section 8.02(b) or as otherwise specified to the Borrower
by the Administrative Agent. All such notices and communications shall, when
mailed, telecopied, telegraphed or e-mailed, be effective when deposited in the
mails, telecopied, delivered to the telegraph company or confirmed by e-mail,
respectively, except that notices and communications to the Administrative Agent


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pursuant to Article II, III or VII shall not be effective until received by the
Administrative Agent. Delivery by telecopier of an executed counterpart of any
amendment or waiver of any provision of this Agreement or the Notes or of any
Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of a manually executed counterpart thereof.

                  (b) So long as CUSA is the Administrative Agent, materials
required to be delivered pursuant to Section 5.01(j)(i) through (vii) shall be
delivered to the Administrative Agent in an electronic medium in a format
acceptable to the Administrative Agent and the Lenders by e-mail at
timothy.r.singles@citigroup.com. The Borrower agrees that the Administrative
Agent may make such materials, as well as any other written information,
documents instruments and other material relating to the Borrower, or any of its
Subsidiaries or any other materials or matters relating to this Agreement, or
any of the transactions contemplated hereby (collectively, the "COMMUNICATIONS")
available to the Lenders by posting such notices on (x) "e-Disclosure," the
Administrative Agent's internet delivery system that is part of SSB Direct,
Global Fixed Income's primary web portal, or (y) "IntraLinks" ((x) or (y), as
applicable, referred to herein as the "PLATFORM"). Although the primary web
portal is secured with a dual firewall and a User ID/Password Authorization
System and the Platform is secured through a single user per deal authorization
method whereby each user may access the Platform only on a deal-by-deal basis,
the Borrower acknowledges that (i) the distribution of material through an
electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution, (ii) the Platform is provided
"as is" and "as available" and (iii) neither the Administrative Agent nor any of
its Affiliates warrants the accuracy, adequacy or completeness of the
Communications or the Platform and each expressly disclaims liability for errors
or omissions in the communications or the Platform other than those that arise
as a result of such Person's gross negligence or willful misconduct. No warranty
of any kind, express, implied or statutory, including, without limitation, any
warranty of merchantability, fitness for a particular purpose, non-infringement
of third party rights or freedom from viruses or other code defects, is made by
the Administrative Agent or any of its Affiliates in connection with the
Platform.

                  (c) Each Lender agrees that notice to it (as provided in the
next sentence) (a "NOTICE") specifying that any Communications have been posted
to the Platform shall constitute effective delivery of such information,
documents or other materials to such Lender for purposes of this Agreement;
provided that, if requested by any Lender, the Administrative Agent shall
deliver a copy of the Communications to such Lender by e-mail or telecopier.
Each Lender agrees (i) to notify the Administrative Agent in writing of such
Lender's e-mail address to which a Notice may be sent by electronic transmission
(including by electronic communication) on or before the date such Lender
becomes a party to this Agreement (and from time to time thereafter to ensure
that the Administrative Agent has on record an effective e-mail address for such
Lender) and (ii) that any Notice may be sent to such e-mail address.

         SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender
Party or any Agent to exercise, and no delay in exercising, any right hereunder
or under any Note or any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of any such right preclude any other or


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further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

         SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on
demand (i) all reasonable out of pocket costs and expenses of the Administrative
Agent and the Collateral Agent in connection with the preparation, execution,
delivery, administration (including, without limitation, the fending of
Advances), modification and amendment of, or any consent or waiver under, the
Loan Documents (including, without limitation, (A) all due diligence, collateral
review, syndication (including, without limitation, printing, distribution and
bank meetings), transportation, computer, duplication, messenger, appraisal,
audit, insurance, consultant, search, filing and recording fees and expenses and
(B) the reasonable fees and expenses of one set (including, without limitation,
one main law firm and such additional special or local counsel as may be
reasonably required) counsel for each Agent and the Collateral Agent with
respect thereto, with respect to advising such Agent and the Collateral Agent as
to its rights and responsibilities, or the perfection, protection or
preservation of rights or interests, under the Loan Documents, with respect to
negotiations with any Loan Party or with other creditors of any Loan Party or
any of its Subsidiaries arising out of any Event of Default or any events or
circumstances that may give rise to an Event of Default and with respect to
presenting claims in or otherwise participating in or monitoring any bankruptcy,
insolvency or other similar proceeding involving creditors' rights generally and
any proceeding ancillary thereto) and (ii) all out of pocket costs and expenses
of each Agent, the Collateral Agent and each Lender Party in connection with the
enforcement of the Loan Documents, whether in any action, suit or litigation, or
any bankruptcy, insolvency or other similar proceeding affecting creditors'
rights generally (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent, the Collateral Agent and each
Lender Party with respect thereto).

                  (b) The Borrower agrees to indemnify, defend and save and hold
harmless each Agent, the Collateral Agent, each Lender Party and each of their
Affiliates and their respective officers, directors, employees, agents,
advisors, attorneys and representatives (each, an "INDEMNIFIED PARTY") from and
against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, fees and expenses of
counsel), joint or several, that may be incurred by or asserted or awarded
against any Indemnified Party, in each case arising out of or in connection with
or by reason of (including, without limitation, in connection with any
investigation, litigation or proceeding or preparation of a defense in
connection therewith) (i) the Facilities, the actual or proposed use of the
proceeds of the Advances or the Letters of Credit, the Transaction Documents or
any of the transactions contemplated thereby, including, without limitation, any
acquisition or proposed acquisition (including, without limitation, the
transactions contemplated hereunder) by the Borrower or any of its Subsidiaries
or Affiliates of all or any portion of the Equity Interests in or Debt
securities or substantially all of the assets of the Borrower or any of its
Subsidiaries or (ii) the actual or alleged presence of Hazardous Materials on
any property of any Loan Party or any of its Subsidiaries or any Environmental
Action relating in any way to any Loan Party or any of its Subsidiaries, except
to the extent such claim, damage, loss, liability or expense is found in a
final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct.
In the case of an investigation, litigation or other proceeding to which the
indemnity in this Section 8.04(b) applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by any


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Loan Party, its directors, shareholders or creditors or an Indemnified Party or
any other Person, whether or not any Indemnified Party is otherwise a party
thereto and whether or not the transactions contemplated hereunder are
consummated except to the extent such claim, damage, loss, liability or expense
is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. The Borrower also agrees not to assert any claim against any
Agent, any Lender Party or any of their Affiliates, or any of their respective
officers, directors, employees, agents and advisors, on any theory of liability,
for special, indirect, consequential or punitive damages arising out of or
otherwise relating to the Facilities, the actual or proposed use of the proceeds
of the Advances or the Letters of Credit, the Transaction Documents or any of
the transactions contemplated by the Transaction Documents.

                  (c) No Indemnified Party shall have any liability (whether
direct or indirect, in contract, tort or otherwise) to the Borrower or its
Subsidiaries, or any shareholders or creditors of the foregoing for or in
connection with transactions contemplated hereby, except to the extent such
liability is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. In no event, however, shall any Indemnified Party be liable
on any theory of liability for any special, indirect, consequential or punitive
damages (including, without limitation, any loss of profits, business or
anticipated savings).

                  (d) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender Party other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or
2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or
for any other reason, or if the Borrower fails to make any payment or prepayment
of an Advance for which a notice of prepayment has been given or that is
otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or
otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender Party any amounts required to compensate such Lender
Party for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion or such failure to pay or prepay, as
the case may be, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender Party to fund or
maintain such Advance.

                  (e) If any Loan Party fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document, including,
without limitation, fees and expenses of counsel and indemnities, such amount
may be paid on behalf of such Loan Party by the Administrative Agent or any
Lender Party, in its sole discretion, exercised reasonably.

                  (f) Without prejudice to the survival of any other agreement
of any Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section
8.04 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan Documents.


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         SECTION 8.05. Right of Set-off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Agent and each Lender Party and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Agent, such Lender Party
or such Affiliate to or for the credit or the account of the Borrower against
any and all of the Obligations of the Borrower now or hereafter existing under
the Loan Documents, irrespective of whether such Agent or such Lender Party
shall have made any demand under this Agreement or such Note or Notes and
although such Obligations may be unmatured. Each Agent and each Lender Party
agrees promptly to notify the Borrower after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Agent and each
Lender Party and their respective Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Agent, such Lender Party and their respective Affiliates may
have.

         SECTION 8.06. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower and each Agent and the
Administrative Agent shall have been notified by each Initial Lender Party that
such Initial Lender Party has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, each Agent and each Lender Party and
their respective successors and assigns, except that the Borrower shall not have
the right to assign its rights hereunder or any interest herein without the
prior written consent of each of the Lender Parties.

         SECTION 8.07. Assignments and Participations. (a) Each Lender may, upon
at least five Business Days' notice to such Lender and the Administrative Agent,
assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment or Commitments, the Advances owing to it and the Note
or Notes held by it); provided, however, that (i) each such assignment shall be
of a uniform, and not a varying, percentage of all rights and obligations under
and in respect of any or all of the Facilities, (ii) except in the case of an
assignment to a Person that, immediately prior to such assignment, was a Lender,
an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of
all of a Lender's rights and obligations under this Agreement, the aggregate
amount of the Commitments being assigned to such Eligible Assignee pursuant to
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5 million (or such
lesser amount as shall be approved by the Administrative Agent and, so long as
no Default shall have occurred and be continuing at the time of effectiveness of
such assignment, the Borrower), (iii) each such assignment shall be to an
Eligible Assignee, (iv) except in the case of an assignment by a Person that,
immediately prior to such assignment, was a Lender, to one of its Affiliates, no
such assignments shall be permitted without the consent of the Administrative
Agent and, so long as no Default shall have occurred and be continuing at the
time of effectiveness of such assignment, the Borrower (in each case, which
consents shall not be unreasonably withheld) and (v) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together


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with any Note or Notes subject to such assignment and a processing and
recordation fee of $3,500.

                  (b) Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in such Assignment and Acceptance,
(i) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender or
Issuing Bank, as the case may be, hereunder and (ii) the Lender or Issuing Bank
assignor thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights (other than its rights under Sections 2.10, 2.12 and 8.04 to the
extent any claim thereunder relates to an event arising prior to such
assignment) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all of the remaining portion
of an assigning Lender's or Issuing Bank's rights and obligations under this
Agreement, such Lender or Issuing Bank shall cease to be a party hereto).

                  (c) By executing and delivering an Assignment and Acceptance,
each Lender Party assignor thereunder and each assignee thereunder confirm to
and agree with each other and the other parties thereto and hereto as follows:
(i) other than as provided in such Assignment and Acceptance, such assigning
Lender Party makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; (ii) such assigning Lender Party makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or observance by any
Loan Party of any of its obligations under any Loan Document or any other
instrument or document furnished pursuant thereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon any Agent, such assigning Lender Party
or any other Lender Party and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes each
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Loan Documents as are delegated to such Agent by the terms
hereof and thereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender or Issuing Bank, as the
case may be.

                  (d) The Administrative Agent acting for this purpose (but only
for this purpose) as the agent of the Borrower, shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lender Parties and the Commitment under each Facility of, and
principal amount of the Advances owing under each Facility to, each Lender Party


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from time to time (the "REGISTER"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agents and the Lender Parties shall treat each Person whose name
is recorded in the Register as a Lender Party hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Agent or any Lender Party at any reasonable time and from time to time upon
reasonable prior notice.

                  (e) Notwithstanding anything to the contrary contained in
clause (b) above, the Advances (including the Notes evidencing such Advances)
are registered obligations and the right, title, and interest of the Lender
Parties and their assignees in and to such Advances shall be transferable only
upon notation of such transfer in the Register. A Note shall only evidence the
Lender Party's or an assignee's right title and interest in and to the related
Advance, and in no event is any such Note to be considered a bearer instrument
or obligation. This Section 8.07 shall be construed so that the Advances are at
all times maintained in "registered form" within the meaning of sections 163(f),
871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations
(or any successor provisions of the Internal Revenue Code or such regulations).
Solely for purposes of this and for tax purposes only, the Administrative Agent
shall act as the Borrower's agent for purposes of maintaining such notations of
transfer in the Register.

                  (f) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender Party and an assignee, together with any Note or Notes
subject to such assignment, the Administrative Agent shall, if such Assignment
and Acceptance has been completed and is in substantially the form of Exhibit C
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrower and each other Agent. In the case of any assignment by a Lender, within
five Business Days after its receipt of such notice, the Borrower, at its own
expense, shall, if requested by the assignee, execute and deliver to the
Administrative Agent in exchange for the surrendered Note or Notes an amended
and restated Note (which shall be marked "Amended and Restated") to the order of
such Eligible Assignee in an amount equal to the Commitment assumed by it under
each Facility pursuant to such Assignment and Acceptance and, if any assigning
Lender has retained a Commitment hereunder under such Facility and has requested
a replacement Note, an amended and restated Note to the order of such assigning
Lender in an amount equal to the Commitment retained by it hereunder. Such
amended and restated Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal amount of such surrendered Note or Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit A hereto.

                  (g) The Issuing Bank may assign to an Eligible Assignee all of
its rights and obligations under the undrawn portion of its Letter of Credit
Commitment at any time; provided, however, that (i) each such assignment shall
be to an Eligible Assignee and (ii) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with a
processing and recordation fee of $3,500.

                  (h) Each Lender Party may sell participations to one or more
Persons (other than any Loan Party or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without


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limitation, all or a portion of its Commitments, the Advances owing to it and
the Note or Notes (if any) held by it); provided, however, that (i) such Lender
Party's obligations under this Agreement (including, without limitation, its
Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender Party shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrower, the Agents and the other Lender
Parties shall continue to deal solely and directly with such Lender Party in
connection with such Lender Party's rights and obligations under this Agreement
and (v) no participant under any such participation shall have any right to
approve any amendment or waiver of any provision of any Loan Document, or any
consent to any departure by any Loan Party therefrom, except to the extent that
such amendment, waiver or consent requires the consent of all Lender Parties.

                  (i) Any Lender Party may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender
Party by or on behalf of the Borrower; provided, however, that, prior to any
such disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any Confidential Information
received by it from such Lender Party in accordance with the terms of Section
8.10.

                  (j) Notwithstanding any other provision set forth in this
Agreement, any Lender Party may at any time create a security interest in all or
any portion of its rights under this Agreement (including, without limitation,
the Advances owing to it and the Note or Notes held by it) in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of the Federal Reserve System.

                  (k) Notwithstanding anything to the contrary contained herein,
any Lender that is a fund that invests in bank loans may create a security
interest in all or any portion of the Advances owing to it and the Note or Notes
held by it to the trustee for holders of obligations owed, or securities issued,
by such fund as security for such obligations or securities, provided, that
unless and until such trustee actually becomes a Lender in compliance with the
other provisions of this Section 8.07, (i) no such pledge shall release the
pledging Lender from any of its obligations under the Loan Documents and (ii)
such trustee shall not be entitled to exercise any of the rights of a Lender
under the Loan Documents even though such trustee may have acquired ownership
rights with respect to the pledged interest through foreclosure or otherwise.

                  (l) Notwithstanding anything to the contrary contained herein,
any Lender Party (a "GRANTING LENDER") may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower (an "SPC") the option to provide
all or any part of any Advance that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement, provided that (i) nothing herein
shall constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC
elects not to exercise such option or otherwise fails to make all or any part of
such Advance, the Granting Lender shall be obligated to make such Advance
pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Advance were made by such Granting Lender. Each party hereto hereby agrees


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that (i) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender Party would be liable, (ii) no SPC shall
be entitled to the benefits of Sections 2.10 and 2.12 (or any other increased
costs protection provision) and (iii) the Granting Bank shall for all purposes,
including, without limitation, the approval of any amendment or waiver of any
provision of any Loan Document, remain the Lender Party of record hereunder. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior Debt of any SPC, it will not institute against, or join
any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any State thereof. Notwithstanding anything to the
contrary contained in this Agreement, any SPC may (i) with notice to, but
without prior consent of, the Borrower and the Administrative Agent and with the
payment of a processing fee of $500 and without paying any processing fee
therefor, assign all or any portion of its interest in any Advance to the
Granting Lender and (ii) disclose on a confidential basis any non-public
information relating to its funding of Advances to any rating agency, commercial
paper dealer or provider of any surety or guarantee or credit or liquidity
enhancement to such SPC. This subsection (k) may not be amended without the
prior written consent of each Granting Lender, all or any part of whose Advances
are being funded by the SPC at the time of such amendment.

         SECTION 8.08. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery by telecopier or electronic mail of an executed counterpart of a
signature page to this Agreement shall be effective as delivery of an original
executed counterpart of this Agreement.

         SECTION 8.09. No Liability of the Issuing Bank. The Borrower assumes
all risks of the acts or omissions of any beneficiary or transferee of any
Letter of Credit with respect to its use of such Letter of Credit. Neither the
Issuing Bank 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 the Issuing Bank
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 the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall
be liable to the Borrower, to the extent of any direct, but not consequential,
damages suffered by the Borrower that the Borrower proves were caused by (i) the
Issuing Bank's willful misconduct or gross negligence as determined in a final,
non-appealable judgment by a court of competent jurisdiction in determining
whether documents presented under any Letter of Credit comply with the terms of
the Letter of Credit or (ii) the Issuing Bank's willful failure to make lawful
payment under a Letter of Credit after the presentation to it of a draft and
certificates strictly complying with the terms and conditions of the Letter of
Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank


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may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.

         SECTION 8.10. Confidentiality. Neither any Agent nor any Lender Party
shall disclose any Confidential Information to any Person without the consent of
the Borrower, other than (a) to such Agent's or such Lender Party's Affiliates
and their officers, directors, employees, accountants, attorneys, agents and
other advisors (collectively, "LENDER REPRESENTATIVES") and to actual or
prospective Eligible Assignees and participants, and then only on a confidential
basis, (b) as required by any law, rule or regulation or judicial process, (c)
as requested or required by any state, Federal or foreign authority or examiner
(including the National Association of Insurance Commissioners or any similar
organization or quasi-regulatory authority) regulating such Lender Party, (d) to
any rating agency when required by it, provided that, prior to any such
disclosure, such rating agency shall undertake to preserve the confidentiality
of any Confidential Information relating to the Loan Parties received by it from
such Lender Party, (e) in connection with any litigation or proceeding to which
such Agent or such Lender Party or any of its Affiliates may be a party to the
extent required or requested to so disclose by the applicable Governmental
Authority or (f) in connection with the exercise of any right or remedy under
this Agreement or any other Loan Document. Notwithstanding anything herein to
the contrary, any Agent or Lender Party may disclose to any and all persons,
without limitation of any kind, the U.S. tax treatment and tax structure of the
transactions as contemplated hereunder and all materials of any kind (including
opinions or other tax analyses) that are provided to such Agent or Lender Party,
relating to such U.S. tax treatment and tax structure.

         SECTION 8.11. Release of Collateral. Upon the sale, lease, transfer or
other disposition of any item of Collateral or the incurrence of Debt (so long
as permitted hereby) in respect of fixed assets of any Loan Party (including,
without limitation, as a result of the sale, in accordance with the terms of the
Loan Documents, of the Loan Party that owns such Collateral and as a result of
the designation by any Loan Party after the Closing Date of any of its
Subsidiaries as a Non-Recourse Subsidiary) in accordance with the terms of the
Loan Documents, the Collateral Agent will release its Lien on and security
interest in such Collateral and, at the Borrower's expense, execute and deliver
to such Loan Party such documents as such Loan Party may reasonably request to
evidence the release of such item of Collateral from the assignment and security
interest granted under the Collateral Documents in accordance with the terms of
the Loan Documents.

         SECTION 8.12. Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or Federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents to which it is a party, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York State
court or, to the fullest extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall


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affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or any of the other Loan Documents in the
courts of any jurisdiction.

                  (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any of the
other Loan Documents to which it is a party in any New York State or Federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

         SECTION 8.13. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

         SECTION 8.14. Waiver of Jury Trial. Each of the Borrower, the Agents
and the Lender Parties irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to any of the Loan Documents, the
Advances, the Letters of Credit or the actions of any Agent or any Lender Party
in the negotiation, administration, performance or enforcement thereof.

         SECTION 8.15. Required Environmental Tasks.

                  (a) Approved Properties. The Properties listed on Schedule
8.15 attached hereto as or otherwise deemed by the Administrative Agent to be
"Properties Approved For The Borrowing Base" are Eligible Real Property and are
not subject to environmental reporting requirements under this Section 8.15.

                  (b) Conditionally Approved Properties. (i) The Properties
listed on Schedule 8.15 attached hereto as or otherwise deemed by the
Administrative Agent to be "Properties Conditionally Approved For The Borrowing
Base" are Eligible Real Property, subject to the Borrower's compliance with the
provisions of this Section 8.15(b) and to the Administrative Agent's other
rights under this Agreement with respect to the designation of Eligible Real
Property. In respect of each such Property, the Borrower shall, at the
Borrower's sole cost and expense, initiate, diligently prosecute and complete,
within a commercially reasonable time after the date of this Agreement, each
action listed on Schedule 8.15 attached hereto as a "Required Environmental
Task" (each, a "REQUIRED ENVIRONMENTAL TASK"). In the event that the
Administrative Agent agrees, pursuant to Section 8.15(c) hereof, that all
Required Environmental Tasks for any specific Property Conditionally Approved
For The Borrowing Base have been completed or waived, that Property shall
thereafter be deemed and be treated in all respects as a "Property Approved For
The Borrowing Base".

                  (ii) If the Borrower fails to complete any Required
Environmental Task with respect to a specific Property Conditionally Approved
For The Borrowing Base within a commercially reasonable time and the
Administrative Agent does not agree to waive such Required Environmental Task,
the Administrative Agent shall so notify the Borrower in writing. Within thirty
(30) days after the Borrower receives such notice, the Borrower and the
Administrative Agent shall discuss in good faith such noncompliance in an effort
to clarify and specify the tasks relating to such Required Environmental Task


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that still require completion. In the event that, after the submission of the
next two (2) quarterly reports required by Section 8.15(c) hereof, the
Administrative Agent still determines that completion of the same Required
Environmental Task is not being completed within a commercially reasonable time
and the Administrative Agent does not agree to waive such Required Environmental
Task, the Administrative Agent may deem the applicable Property not to be
Eligible Real Estate.

                  (c) Completion of Required Environmental Tasks. With respect
to Properties Conditionally Approved For The Borrowing Base, until all of the
Required Environmental Tasks are completed to the satisfaction of the
Administration Agent, the Borrower shall provide to the Administrative Agent on
each January 1, April 1, July 1 and October 1 from the Effective Date through
the Termination Date, a report detailing the status of the efforts to complete
such Required Environmental Tasks. In addition to or as a part of such quarterly
reports, when the Borrower completes all Required Environmental Tasks with
respect to a Property, it shall report such completion to the Administrative
Agent.


         SECTION 8.16. Agreement to Comply With Court Order. Each of the Lender
Parties hereby accepts and agrees to abide by all of the terms of the order (the
"APPROVAL ORDER") as set forth in Exhibit H hereto entered by the bankruptcy
court on September 22, 2006 in connection with the G-I Holdings bankruptcy
proceedings and further agrees not to take any action (including, without
limitation, appearing in certain litigation proceedings specified in the
Approval Order) which could result in the loss of any waivers, or other rights
granted in such Approval Order for the benefit of the Agents and/or the Lender
Parties.

         SECTION 8.17. Patriot Act Notice. Each Lender Party and each Agent (for
itself and not on behalf of any Lender Party) hereby notifies the Loan Parties
that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "PATRIOT ACT"), it is required
to obtain, verify and record information that identifies each Loan Party, which
information includes the name and address of such Loan Party and other
information that will allow such Lender Party or such Agent, as applicable, to
identify such Loan Party in accordance with the Patriot Act. In such connection,
any Lender Party or Agent may also request corporate formation documents, or
other forms of identification, to verify information provided. The Borrower
shall, and shall cause each of its Subsidiaries to, provide such information and
take such actions as are reasonably requested by any Agent or any Lender Party
in order to assist the Agents and the Lender Parties in maintaining compliance
with the Patriot Act.

         SECTION 8.18. Assignment by Existing Lenders. Each Existing Lender
hereby agrees to sell and assign on the Effective Date, in accordance with
Section 2.01(a), to any Initial Lender, such portion of such Existing Lender's
rights and obligations under the Existing Credit Agreement, including, without
limitation, any outstanding loans or advances thereunder and any participation
in any Existing Letters of Credit, as shall be required for the Revolving Credit
Commitments of each Initial Lender (including without limitation, any such
Existing Lender in its capacity as an Initial Lender), to be as set forth on
Schedule I, with each such Initial Lender holding a Pro Rata Share of the
outstanding Revolving Credit Advances, in each case for an amount equal to the


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principal balance of all such loans sold and assigned by such Existing Lender.
Each Existing Lender assigning its rights and obligations under the Existing
Credit Agreement in accordance with this Section 8.18: (i) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with any Loan
Document or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, any
Loan Document or any other instrument or document furnished pursuant thereto;
and (ii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under any Loan Document
or any other instrument or document furnished pursuant thereto. No Existing
Lender that is not also an Initial Lender shall have any liability or obligation
under this Agreement or the Loan Documents. Each Existing Lender agrees that,
upon the Administrative Agent's request, it shall execute and deliver to the
Administrative Agent an Assignment and Acceptance to evidence such sale and
purchase and shall deliver to the Administrative Agent any Note (if the assigned
loans are evidenced by Notes) subject to such Assignment and Acceptance;
provided, however, that the failure of such Existing Lender to execute an
Assignment and Acceptance shall not render such sale and purchase (and the
corresponding assignment) invalid.











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                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


                            BUILDING MATERIALS CORPORATION OF AMERICA

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


                            CITICORP USA, INC.,
                                as Administrative Agent and Collateral
                                Monitoring Agent

                            By  /s/ Jeffrey Nitz
                                ----------------------------------------------
                                Name: Jeffrey Nitz
                                Title: Director


                            CITIGROUP GLOBAL MARKETS INC., as a Joint Lead
                                Arranger and a Joint Book Manager

                            By  /s/ Jeffrey Nitz
                                ----------------------------------------------
                                Name: Jeffrey Nitz
                                Title: Director


                            DEUTSCHE BANK SECURITIES INC., as a Joint Lead
                                Arranger, a Joint Book Manager and Syndication
                                Agent

                            By  /s/ Frank Fazio
                                ----------------------------------------------
                                Name: Frank Fazio
                                Title: Director


                            By  /s/ Marguerite Sutton
                                ----------------------------------------------
                                Name: Marguerite Sutton
                                Title: Director


                            THE CIT GROUP/BUSINESS CREDIT, INC.,
                                as Co-Documentation Agent

                            By  /s/ Evelyn Kusold
                                ----------------------------------------------
                                Name: Evelyn Kusold
                                Title: Vice President



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<PAGE>
                            JPMORGAN CHASE BANK, N.A.
                                as Co-Documentation Agent

                            By  /s/ John M. Hariaczyi
                                ----------------------------------------------
                                Name: John M. Hariaczyi
                                Title: Vice President


                            WACHOVIA BANK, N.A.,
                                as Co-Documentation Agent

                            By  /s/ Thomas Grabosky
                                ----------------------------------------------
                                Name: Thomas Grabosky
                                Title: Director



                            INITIAL LENDERS

                            CITICORP USA, INC.

                            By  /s/ Jeffrey Nitz
                                ----------------------------------------------
                                Name: Jeffrey Nitz
                                Title: Director


                            DEUTSCHE BANK TRUST COMPANY AMERICAS

                            By  /s/ Marguerite Sutton
                                ----------------------------------------------
                                Name: Marguerite Sutton
                                Title: Director


                            By  /s/ Frank Fazio
                                ----------------------------------------------
                                Name: Frank Fazio
                                Title: Director


                            THE CIT GROUP/BUSINESS CREDIT, INC.,

                            By  /s/ Evelyn Kusold
                                ----------------------------------------------
                                Name: Evelyn Kusold
                                Title: Vice President


                            JPMORGAN CHASE BANK, N.A.

                            By  /s/ John M. Hariaczyi
                                ----------------------------------------------
                                Name: John M. Hariaczyi
                                Title: Vice President



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<PAGE>
                            WACHOVIA BANK, N.A.,

                            By  /s/ Thomas Grabosky
                                ----------------------------------------------
                                Name: Thomas Grabosky
                                Title: Director


                            BANK OF AMERICA, N.A.

                            By  /s/ Robert Scalzitti
                                ----------------------------------------------
                                Name: Robert Scalzitti
                                Title: Vice President


                            NATIONAL CITY BUSINESS CREDIT, INC.

                            By  /s/ Jason Hanes
                                ----------------------------------------------
                                Name: Jason Hanes
                                Title: Vice President


                            WELLS FARGO FOOTHILL, INC.

                            By  /s/ Juan Barrera
                                ----------------------------------------------
                                Name: Juan Barrera
                                Title: Vice President


                            GENERAL ELECTRIC CAPITAL CORPORATION

                            By  /s/ Rebecca A. Ford
                                ----------------------------------------------
                                Name: Rebecca A. Ford
                                Title: Duly Authorized Signatory


                            UPS CAPITAL CORPORATION

                            By  /s/ John P. Holloway
                                ----------------------------------------------
                                Name: John P. Holloway
                                Title: Director of Portfolio Management



                            INITIAL ISSUING BANK AND INITIAL SWING LINE BANK

                            CITICORP USA, INC.

                            By  /s/ Jeffrey Nitz
                                ----------------------------------------------
                                Name: Jeffrey Nitz
                                Title: Director


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<PAGE>
                            AS TO SECTION 8.18 ONLY:

                            GMAC COMMERCIAL FINANCE LLC

                            By  /s/ Daniel J. Murray
                                ----------------------------------------------
                                Name: Daniel J. Murray
                                Title: Director





























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