Exhibit 10.1


                                                                EXECUTION COPY



                                  $350,000,000


                                CREDIT AGREEMENT


                            Dated as of July 9, 2003

                                      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.

                        as Lead Arranger and Book Manager

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                              as Syndication Agent

                                       and

             THE CIT GROUP/BUSINESS CREDIT, INC., CONGRESS FINANCIAL
                       CORPORATION AND JPMORGAN CHASE BANK

                           as Co-Documentation Agents


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

<TABLE>
<CAPTION>
SECTION                                                                                                  PAGE
<S>                                                                                                     <C>
                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.........................................................................2
SECTION 1.02. Computation of Time Periods; Other Definitional Provisions...................................39
SECTION 1.03. Accounting Terms.............................................................................39
SECTION 1.04. Currency Equivalents Generally...............................................................39

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES
                            AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and the Letters of Credit.......................................................39
SECTION 2.02. Making the Advances..........................................................................41
SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit...........................43
SECTION 2.04. Repayment of Advances........................................................................45
SECTION 2.05. Termination or Reduction of the Commitments..................................................46
SECTION 2.06. Prepayments..................................................................................47
SECTION 2.07. Interest.....................................................................................48
SECTION 2.08. Fees.........................................................................................49
SECTION 2.09. Conversion of Advances.......................................................................50
SECTION 2.10. Increased Costs, Etc.........................................................................51
SECTION 2.11. Payments and Computations....................................................................53
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

                                   ARTICLE III

                            CONDITIONS OF LENDING AND
                         ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01. Conditions Precedent to Initial Extension of Credit..........................................62
SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and Renewal..............................69
SECTION 3.03. Determinations Under Section 3.01............................................................70


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<PAGE>
                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower...............................................71

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants........................................................................78
SECTION 5.02. Negative Covenants...........................................................................85
SECTION 5.03. Reporting Requirements.......................................................................98
SECTION 5.04. Financial Covenants.........................................................................102

                                   ARTICLE VI

                                EVENTS OF DEFAULT

SECTION 6.01. Events of Default...........................................................................103
SECTION 6.02. Actions in Respect of the Letters of Credit upon Default....................................107

                                   ARTICLE VII

                                   THE AGENTS

SECTION 7.01. Authorization and Action....................................................................107
SECTION 7.02. Agents' Reliance, Etc.......................................................................108
SECTION 7.03. CUSA and Affiliates.........................................................................108
SECTION 7.04. Lender Party Credit Decision................................................................108
SECTION 7.05. Indemnification.............................................................................109
SECTION 7.06. Successor Agents............................................................................110
SECTION 7.07. Appointment of Supplemental Collateral Monitoring Agents....................................110
SECTION 7.08. The Lead Arranger, the Syndication Agent and the Co-Documentation Agent.....................111

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01. Amendments, Etc.............................................................................112
SECTION 8.02. Notices, Etc................................................................................112
SECTION 8.03. No Waiver; Remedies.........................................................................114
SECTION 8.04. Costs and Expenses..........................................................................114
SECTION 8.05. Right of Set-off............................................................................116
SECTION 8.06. Binding Effect..............................................................................116
SECTION 8.07. Assignments and Participations..............................................................116
SECTION 8.08. Execution in Counterparts...................................................................120


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<PAGE>
SECTION 8.09. No Liability of the Issuing Bank............................................................120
SECTION 8.10. Confidentiality.............................................................................121
SECTION 8.11. Release of Collateral.......................................................................121
SECTION 8.12. Jurisdiction, Etc...........................................................................121
SECTION 8.13. Governing Law...............................................................................122
SECTION 8.14. Waiver of Jury Trial........................................................................122
SECTION 8.15. Required Environmental Tasks................................................................122
SECTION 8.16. Agreement to Comply With Court Order........................................................123

</TABLE>


SCHEDULES
Schedule I               -       Commitments and Applicable Lending Offices
Schedule II              -       Subsidiary Guarantors
Schedule III             -       Eligible Receivables Matters
Schedule IV              -       Receivable Obligor Matters
Schedule 3.01(a)(v)      -       IRB Properties
Schedule 3.01(a)(v)(C)   -       Survey Properties
Schedule 3.01(a)(v)(D)   -       Collateral Access Agreements
Schedule 3.01(a)(v)(E)   -       Zoning Compliance Letter Properties
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)         -       Existing Debt
Schedule 4.01(q)         -       Surviving Debt
Schedule 4.01(r)         -       Liens
Schedule 4.01(s)         -       Owned Real Property
Schedule 4.01(t)(1)      -       Leased Real Property (Lessee)
Schedule 4.01(t)(2)      -       Leased Real Property (Lessor)
Schedule 4.01(u)         -       Investments
Schedule 4.01(v)         -       Intellectual Property
Schedule 4.01(w)         -       Material Contracts
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 Security Agreement
Exhibit E  -    Form of Collateral Agent Agreement
Exhibit F  -    Form of Subsidiary Guaranty
Exhibit G  -    Form of Mortgage
Exhibit H  -    Form of Solvency Certificate


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<PAGE>
Exhibit I  -    Form of Opinion of Counsel to the Loan Parties
Exhibit J  -    Form of Opinion of Local Counsel
Exhibit K  -    Form of Borrowing Base Certificate
Exhibit L  -    Approval Order
Exhibit M  -    Form of Opinion of Richard Weinberg, General Counsel to the
                 Borrower
Exhibit N  -    Form of Basket Report
Exhibit O  -    Form of Intellectual Property Security Agreement (with related
                 Supplement)



























                                       iv
<PAGE>
                                CREDIT AGREEMENT

                     CREDIT AGREEMENT (this "AGREEMENT") dated as of July 9,
2003 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., as lead arranger and book manager (the "LEAD ARRANGER"), DEUTSCHE
BANK SECURITIES INC., as syndication agent (the "SYNDICATION AGENT"), and THE
CIT GROUP/BUSINESS CREDIT, INC., CONGRESS FINANCIAL CORPORATION, AND JPMORGAN
CHASE BANK, as co-documentation agents (collectively, the "CO-DOCUMENTATION
AGENTS", and together with the Collateral Monitoring Agent, the Administrative
Agent, the Lead Arranger and the Syndication Agent, the "AGENTS"), for the
Lender Parties (as hereinafter defined).

PRELIMINARY STATEMENTS:

                     (1) The Borrower currently has certain outstanding Debt (as
hereinafter defined), including (i) Debt under that certain Consolidated and
Restated Credit Agreement dated as of December 30, 2002 (as amended as of the
date hereof, the "EXISTING REVOLVING CREDIT FACILITY") among the Borrower, The
Bank of New York, as swing line lender and administrative agent, and certain
other agents and lenders party thereto; (ii) an existing $115,000,000 revolving,
three year offering basis trade receivables securitization (and related
liquidity facility) due December 17, 2004 (the "EXISTING RECEIVABLES
FINANCING"); (iii) an existing letter of credit facility provided by Fleet
National Bank in connection with a certain internal revenue bond financing of
the facilities of Building Materials Manufacturing Corporation in Shafter,
California (as amended as of the date hereof, the "FLEET LC"); (iv) an existing
precious metals note due August 2003 (as amended as of the date hereof, the
"PRECIOUS METALS NOTE"); (v) certain 7.75% senior notes due June 15, 2005 (the
"7.75% SENIOR NOTES") and (vi) certain 10.50% senior notes due September 2003
(as amended as of the date hereof, the "10.50% SENIOR NOTES").

                     (2) The Borrower has a buyout option (the "CHESTER BUYOUT
OPTION") exercisable in June 2003 of its sale-leaseback facility with respect to
its Chester, South Carolina plant pursuant to the Chester Lease (as hereinafter
defined).

                     (3) The Borrower has requested that the Lender Parties lend
to it up to $350,000,000 to (i) refinance the Existing Revolving Credit
Facility, (ii) refinance the Existing Receivables Financing, (iii) refinance the
Fleet LC, (iv) refinance the Precious Metals Note, (v) subject to satisfaction
of the Note Financing Requirements (as hereinafter defined), refinance when due
the 7.75% Senior Notes; (vi) refinance when due the 10.50% Senior Notes, (vii)

<PAGE>
finance, if necessary, the exercise of the Chester Buyout Option, (viii) pay
related transactions costs, fees and expenses, and (ix) provide financing for
working capital, Letters of Credit, Capital Expenditures and other general
corporate purposes (each of the transactions described in clauses (i) through
(ix) herein being collectively "INTENDED USE TRANSACTIONS"). The Lender Parties
have indicated their willingness to agree to lend such amounts on the terms and
conditions of this Agreement.

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

                                   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: Ann Marie Pavco, 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


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<PAGE>
           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 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 $5 million in the aggregate
           (commencing on the Effective Date).

                      "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 1.00% per annum for Base Rate
           Advances and 2.75% per annum for Eurodollar Rate Advances.

                      "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.

                      "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).

                      "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;


                                       3
<PAGE>
                                 (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
                      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 K 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


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<PAGE>
           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.

                      "CARRYOVER AMOUNT" has the meaning specified in Section
           5.02(p).

                      "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
           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 $500,000,000 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.

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<PAGE>
                      "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 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


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<PAGE>
                                 (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.

                      "CHESTER BUYOUT OPTION" has the meaning specified in the
           Preliminary Statements.

                      "CHESTER EQUIPMENT" means that certain equipment owned by
           the Borrower and located at the Chester, South Carolina plant and
           described in the Chester Financing Agreement.

                      "CHESTER FINANCING AGREEMENT" means that certain Security
           Agreement, executed on or about the date hereof, between the Borrower
           and The CIT Group/Equipment Financing, Inc., as the same may be
           amended, restated, supplemented or otherwise modified from time to
           time.

                      "CHESTER LEASE" means that certain lease agreement entered
           into between the Borrower, as lessee, and General Electric Capital
           Corporation and The CIT Group/Equipment Financing, Inc., as lessors,
           with respect to equipment located at the Chester, South Carolina
           plant.

                      "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 the date hereof,
           among the Administrative Agent, the Collateral Monitoring Agent, each
           senior note trustee specified therein, and Citibank, N.A., as
           Collateral Agent.

                      "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.


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<PAGE>
                      "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.

                      "COST OF GOODS SOLD QUOTIENT" means, on any date of
           determination, (a) the cost of goods sold for the 12 month period
           ending on the last day of the calendar month immediately prior to
           such date of determination, excluding depreciation and amortization,
           and as determined in accordance with GAAP, divided by (b) the
           aggregate balance of accounts payable as of the end of such calendar
           month, determined in accordance with GAAP.

                      "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.

                      "DAYS PAYABLE OUTSTANDING QUOTIENT" means, on any date of
           determination, (a) 360 days divided by (b) the Cost of Goods Sold
           Quotient.

                                       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 3.01(e).

                      "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, (iii) income tax expense, (iv) depreciation expense, (v)
           amortization expense, (vi) non-cash charges relating to the 2001 Long
           Term Incentive Plan (or any replacements thereof) given to employees
           of the Borrower and/or its Subsidiaries, (vii) extraordinary losses
           (as reflected on the income statement of the Borrower), and (viii)
           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 in EBITDA for purposes of


                                       10
<PAGE>
           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" means the first date on which the
           conditions set forth in Article III shall have been satisfied.

                      "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 $2,000,000,000; (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
           $2,000,000,000; (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 $2,000,000,000, 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 $250,000,000 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
           liquidation 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:


                                       11
<PAGE>
                                 (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 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 Administrative Agent
                      shall have been established with respect thereto;

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


                                       12
<PAGE>
                                 (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.

                      "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 conditions set forth in Section
           3.01(a)(v) have been satisfied with respect to such property (it
           being understood that each requirement set forth in Section


                                       13
<PAGE>
           3.01(a)(v) shall apply to each parcel to be considered Eligible Real
           Property, and that to the extent that any such requirements in
           Section 3.01(a)(v) appear to be limited to particular parcels
           specified therein, such limitations only apply for purposes of
           determining whether the conditions precedent to the Initial Extension
           of Credit have been met), 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 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


                                       14
<PAGE>
           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;

                                 (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


                                       15
<PAGE>
                      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 "A" and "A2"
                      from S&P and Moody's, respectively, Receivables in excess
                      of (x) $60 million in the case of Home Depot, and (y) $50
                      million in the case of any other Receivables Obligor, (ii)
                      in any circumstance where clause (i) is not applicable but
                      so long as a Receivables Obligor has a long-term unsecured
                      debt rating of at least "BBB" and "Baa2" (in each case
                      with stable outlooks) from S&P and Moody's, respectively,
                      Receivables in excess of (A) $40 million in the case of
                      Home Depot, and (B) $30 million in the case of any other
                      Receivables Obligor; and (iii) in any other case
                      Receivables in excess of 10% of all Eligible Receivables
                      owing from any Receivables Obligor;

                                 (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

                                 (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,


                                       16
<PAGE>
           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 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 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,


                                       17
<PAGE>
           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(a) 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 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.


                                       18
<PAGE>
                     "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 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


                                       19
<PAGE>
           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.

                      "EXCESS CAPEX AMOUNt" means (a) $15,000,000 if the excess
           of (i) the EBITDA of the Borrower and its Subsidiaries for the four
           fiscal quarters ending December 31, 2003 over (ii) the sum of (A)
           cash interest expense for such four fiscal quarter period and (B)
           income tax expense actually paid for such four fiscal quarter period,
           in each case, of the Borrower and its Subsidiaries, equals or exceeds
           $80,000,000; or (b) $0, in each other case.

                      "EXCESS EBITDA" for any calendar year means the product of
           (a) 40% and (b) the excess, if any, of EBITDA of the Borrower and its
           subsidiaries for the immediately preceding calendar year over the
           amount specified below with respect to such preceding calendar year:

                    Preceding Calendar Year                     EBITDA
                    -----------------------                     ------

                              2003                          $120,000,000
                              2004                           125,000,000
                              2005                           130,000,000
                              2006                           150,000,000

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

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

                      "EXISTING INDENTURES" means collectively, (a) the
           Indenture, dated as of December 9, 1996 between the Borrower and The
           Bank of New York ("BNY"), as trustee, pursuant to which 8-5/8% Senior
           Notes due 2006 were issued, (b) the Indenture, dated as of October
           20, 1997, between the Borrower and BNY, as trustee, pursuant to which
           8% Senior Notes due 2007 were issued, (c) the Indenture, dated as of
           July 17, 1998, between the Borrower and BNY, as trustee, pursuant to
           which the 7.75% Senior Notes were issued, (d) the Indenture, dated as
           of December 3, 1998, between the Borrower and BNY, as trustee,
           pursuant to which 8.00% Senior Notes due 2008 were issued, and (e)
           the Indenture, dated as of July 5, 2000, between the Borrower and
           BNY, as trustee, pursuant to which the 10.50% Senior Notes due 2003
           were issued, as each indenture described in the foregoing clauses (a)
           through (e) 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.


                                       20
<PAGE>
                      "EXISTING RECEIVABLES FINANCING" has the meaning specified
           in the Preliminary Statements.

                      "EXISTING REVOLVING CREDIT FACILITY" has the meaning
           specified in the Preliminary Statements.

                      "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 LETTER" means the fee letter dated March 17, 2003
           between the Borrower, the Administrative Agent and the Lead Arranger,
           as amended or superceded.

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

                      "FLEET LC" has the meaning specified in the Preliminary
           Statements.

                      "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 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).

                                       21
<PAGE>
                      "GAAP" has the meaning specified in Section 1.03.

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

                      "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 net orderly liquidation value 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, provided however, that on the last Business Day
           of each subsequent calendar quarter, such amount will be reduced by
           2.5% of the aggregate amount as of the date on which such Incremental
           PP&E Availability was initially calculated.

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

                      "INFORMATION MEMORANDUM" means the information memorandum
           dated May, 2003 used by the Lead Arranger in connection with the
           syndication of the Facility.

                      "INITIAL EXTENSION OF CREDIT" means the earlier to occur
           of the initial Borrowing and the initial issuance of a Letter of
           Credit hereunder.

                                       22
<PAGE>
                     "INITIAL G-I HOLDINGS LETTERS OF CREDIT" means the Letters
           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
           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 net orderly liquidation value 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; provided however, that on
           the last Business Day of each calendar quarter, commencing September
           30, 2003, such amount will be reduced by 2.5% of the aggregate amount
           as of the Effective Date.

                     "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 an
           agreement, in substantially the form of Exhibit D hereto or otherwise
           in form and substance satisfactory to the Administrative Agent, for
           recording security interests in collateral consisting of intellectual
           property with the U.S. Patent and Trademark Office, the U.S.
           Copyright Office and any other Governmental Authorities necessary to
           perfect such security interests.

                     "INTENDED USE TRANSACTIONS" has the meaning specified in
           the Preliminary Statements.

                     "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


                                       23
<PAGE>
           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 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.

                     "IN-TRANSIT ASSETS" means Eligible Inventory and Eligible
           Supplies of the Loan Parties that are in physical transit between
           Loan Parties (subject to the Loan Parties having provided reporting
           satisfactory to the Administrative Agent with respect to such
           Eligible Inventory and Eligible Supplies).

                     "INVENTORY" means all Inventory referred to in Section 1(b)
           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


                                       24
<PAGE>
           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.

                     "IRB PROPERTY" has the meaning specified in Section
           3.01(a)(v).

                     "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.

                     "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(e)(ii).

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

                     "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(c).

                     "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 Acceptances, 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.


                                       25
<PAGE>
                     "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 $100,000,000, as such
           sub-limit may be reduced from time to time pursuant to the terms
           hereof.

                     "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.

                     "LIQUIDITY" means, at 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).

                     "LOAN DOCUMENTS" means (i) this Agreement, (ii) the Notes
           (if any), (iii) the Subsidiary Guaranty, (iv) the Collateral
           Documents, (v) the Fee Letter, 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 the lesser of (A) 28% of the value of
           Eligible Inventory consisting of raw materials (other than glass mat
           and In-Transit Assets) and (B) 85% of the orderly liquidation value
           of such Eligible Inventory; (iii) up to the lesser of (A) 28% of the
           value of Eligible Inventory consisting of work-in-process (other than
           glass mat and In-Transit Assets) and (B) 85% of the orderly
           liquidation value of such Eligible Inventory; (iv) up to the lesser
           of (A) 55.5% of the value of Eligible Inventory consisting of
           finished goods (other than glass mat and In-Transit Assets) and (B)
           85% of the orderly liquidation value of such Eligible Inventory; (v)
           up to the lesser of (A) 55% of the value of Eligible Inventory
           consisting of glass mat (other than In-Transit Assets) and (B) 85% of
           the orderly liquidation value of such Eligible Inventory; (vi) up to
           the lesser of (A) 28% of the value of Eligible Supplies (other than
           In-Transit Assets) and (B) 85% of the orderly liquidation value of
           such Eligible Supplies; (vii) up to the lesser of (A) 30% of the
           value of In-Transit Assets and (B) 85% of the orderly liquidation
           value of such In-Transit Assets; (viii) up to 75% of the fair market
           value of Eligible Precious Metals; and (ix) the PP&E Availability;
           provided, however that the amount included in Loan Value pursuant to
           this clause (ix) shall not constitute more than 30% of the aggregate
           Loan Value, and provided, further, that the amount included in Loan
           Value pursuant to clauses (ii), (iii), (iv), (v), (vi), (vii), (viii)
           and (ix) shall not exceed $250,000,000 in the aggregate, minus (b)
           the sum of (i) only so long as the Chester Buyout Option shall not
           have been consummated, a reserve of $20 million, (ii) the 7.75% Note
           Reserve, if applicable, in an amount equal to the 7.75% Note Amount,
           (iii) only so long as the 10.50% Senior Notes shall remain
           outstanding, a reserve of $35 million, and (iv) without duplication


                                       26
<PAGE>
           of the foregoing, such other 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.

                     "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.

                     "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 $35 million or more in
           any year or otherwise material to the business, condition (financial
           or otherwise), operations, performance, properties or prospects of
           such Person.

                     "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.

                     "MONTHLY EBITDA DIFFERENCE" for any calendar month means
           the excess of (a) $150,000,000 over (b) the EBITDA of the Borrower
           and its Subsidiaries for the twelve-month period ending on the last
           day of such calendar month.

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


                                       27
<PAGE>
                     "MORTGAGE POLICIES" has the meaning specified in Section
           3.01(a)(v)(B).

                     "MORTGAGES" has the meaning specified in Section
           3.01(a)(v).

                     "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 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.

                                       28
<PAGE>
                     "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.

                     "NOTE FINANCING REQUIREMENTS" means (a) either (i) cash in
           an amount equal to the aggregate outstanding and unpaid obligations
           under the 7.75% Senior Notes (the "7.75% NOTE AMOUNT") shall have
           been deposited into a segregated account under the sole dominion and
           control of the Collateral Agent (and in which account the Collateral
           Agent has a first priority security interest), or (ii) the
           Administrative Agent shall have established a reserve against Loan
           Value (the "7.75% NOTE RESERVE") in an amount equal to the 7.75% Note
           Amount, in each case, on or prior to June 15, 2005, (b) the Borrower
           shall have (i) pro forma liquidity (as certified to the
           Administrative Agent by a Responsible Financial Officer of the
           Borrower) of at least the Specified Liquidity Amount on the date (the
           "DEPOSIT DATE") on which the deposit described in clause (a)(i) above
           is made or the reserve described in clause (a)(ii) above is
           established, as applicable, and (ii) during the 90 day period
           immediately preceding the Deposit Date, an average weekly pro forma
           liquidity (as certified to the Administrative Agent by a Responsible
           Financial Officer of the Borrower) for each week during such period
           of at least the Specified Liquidity Amount, and (c) the Borrower
           shall have certified (and the Administrative Agent shall be
           reasonably satisfied) that (x) the Days Payable Outstanding Quotient
           does not exceed 35 days for the calendar month immediately preceding
           the Deposit Date, and (y) during the period from the end of the
           calendar month immediately preceding the Deposit Date to the Deposit
           Date (A) no changes have been made to the payment terms of the
           accounts payable of the Borrower and its Subsidiaries other than such
           changes as are customary for the industry and consistent with
           historical practice, and (B) the Borrower and its Subsidiaries have
           continued to make payments on their accounts payable, consistent with
           historical practice.

                      "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(c).

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

                      "NOTICE OF TERMINATION" has the meaning specified in
           Section 2.01(c).

                      "NPL" means the National Priorities List under CERCLA.


                                       29
<PAGE>
                     "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(r)(ii).

                     "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(k)(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,
           administrators or executors and (b) any Person controlled, directly
           or indirectly, by Samuel J. Heyman or his heirs, administrators or
           executors.

                                       30
<PAGE>
                     "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.

                     "PERMITTED PAYMENTS AMOUNT" equals, at any time,
           $100,000,000; provided, however, that such amount shall be adjusted
           at the end of each calendar month by subtracting the Monthly EBITDA
           Difference (if positive) from (or adding the absolute value of the
           Monthly EBITDA Difference (if negative) to) (a) in the case of any
           calendar month ending during 2003, $100,000,000 and (b) in the case
           of all other calendar months, the Permitted Payments Amount at the
           end of the immediately preceding calendar year; provided further that
           the Permitted Payments Amount shall be permanently adjusted at the
           end of each calendar year by subtracting the Year End EBITDA
           Difference (if positive) from (or adding the absolute value of the
           Year End EBITDA Difference (if negative) to) (x) in the case of the
           year ended December 31, 2003, $100,000,000 and (y) in the case of all
           other calendar years, the Permitted Payments Amount at the end of the
           immediately preceding calendar year.

                     "PERMITTED TRANSACTION AMOUNT" means, at any date, the sum
           of (a) the aggregate amount paid in connection with all Permitted
           Debt Repurchases on or prior to such date, (b) the aggregate amount


                                       31
<PAGE>
           of the cash and non-cash consideration of all Permitted Acquisitions
           consummated by the Borrower and its Subsidiaries on or prior to such
           date and (c) the aggregate amount of all Permitted Advances made on
           or prior to such date.

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

                     "PRECIOUS METALS NOTE" has the meaning specified in the
           Preliminary Statements.

                     "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.

                     "PROPERTIES" means those properties listed on Schedules
           4.01(t)(1) and 4.01 (s) 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(c) of the Security Agreement.

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

                                       32
<PAGE>
                     "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)(vi).

                     "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.

                     "RELATED DOCUMENTS" means the Tax Agreement.

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

                     "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.

                     "RESTRICTED PAYMENTS BASKET" has the meaning specified in
           Section 5.02(g)(iii).

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

                                       33
<PAGE>
                     "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.

                     "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,
           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" has the meaning specified in Section
           2 of 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 a security agreement,
           substantially in the form of Exhibit D hereto, as amended or
           otherwise supplemented.

                     "7.75% NOTE AMOUNT" has the meaning specified in the
           definition of "Note Financing Requirements."

                     "7.75% NOTE RESERVE" has the meaning specified in the
           definition of "Note Financing Requirements."

                     "7.75% SENIOR NOTES" has the meaning specified in the
           Preliminary Statements.

                     "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.


                                       34
<PAGE>
                     "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.

                     "SPECIAL PAYMENTS BASKET" means, at any time, the excess of
           (i) the sum of (A) the lesser of $100 million and the Permitted
           Payments Amount at such time plus (B) (except as otherwise specified
           herein) the portion of the Restricted Payments Basket not used
           pursuant to Section 5.02(g)(iii) in any calendar year (provided that
           the Borrower has notified the Administrative Agent that it has
           allocated an unused portion of the Restricted Payments Basket to the
           Special Payments Basket) over (ii) the Permitted Transaction Amount
           as of such date.

                     "SPECIFIED DEDUCTIONS" means, collectively, Reserve
           Deductions, and Miscellaneous Deductions.

                     "SPECIFIED LIQUIDITY AMOUNT" means, on any date, the
           amount specified below for the period set forth below which includes
           such date:

                       Period                                Amount
                       ------                                ------
              Effective Date - 6/30/04                    $60,000,000
                  7/1/04 - 6/30/05                         55,000,000
                     Thereafter                            50,000,000

                     "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 subordinated to the Obligations of such Loan Party under the Loan
           Documents on, and that otherwise contains, terms and conditions
           satisfactory to the Required Lenders.

                     "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.

                                       35
<PAGE>
                     "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 of the Subsidiary
           Guarantors in substantially the form of Exhibit F hereto, together
           with each other guaranty and guaranty supplement delivered pursuant
           to Section 5.01(j), 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 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 AGENT" has the meaning specified
           in Section 7.07 and "Supplemental Collateral Agents" shall have the
           corresponding meaning.

                     "SURVIVING DEBT" means Debt of each Loan Party and its
           Subsidiaries outstanding immediately before and after giving effect
           to the Initial Extension of Credit.

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

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<PAGE>
                     "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(b) 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.

                     "TAX CERTIFICATE" has the meaning specified in Section
           5.03(k).

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

                     "10.50% SENIOR NOTES" has the meaning specified in the
           Preliminary Statements.

                     "TERMINATION DATE" means the earliest of (a) November 15,
           2006, (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, and (c) only if (i) the
           7.75% Senior Notes have not been refinanced in full prior to such
           date on market terms and conditions at the time of such refinancing
           and having (x) no scheduled amortization prior to December 15, 2006
           in excess of the Amortization Basket and (y) security arrangements
           (if any) no more onerous to the Lenders than those set forth in the
           security documentation in effect at the time of such refinancing, and
           (ii) the Borrower has not satisfied all of the Note Financing
           Requirements, June 15, 2005.


                                       37
<PAGE>
                     "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 Related Documents.

                     "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.

                     "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(d) 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 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.


                                       38
<PAGE>
                     "YEAR END EBITDA DIFFERENCE" for any calendar year means
           the excess of (a) $150,000,000 over (b) the EBITDA of the Borrower
           and its Subsidiaries for such calendar year.

           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 IX) 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) 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(a), prepay pursuant to Section 2.06(a) and reborrow under this
Section 2.01(a).

                     (b) 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


                                       39
<PAGE>
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(b), repay pursuant to Section 2.04(b) or
prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(b).

                     (c) The Letters of Credit. 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") 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 earlier of 30 days before the Termination Date
and (A) in the case of a Standby Letter of Credit, 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 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, 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


                                       40
<PAGE>
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(c), 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(c).

           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 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
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 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


                                       41
<PAGE>
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
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


                                       42
<PAGE>
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
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.


                                       43
<PAGE>
                     (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(e) 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(c) 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
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) Monthly Repayments. On the
10th day of each month (or, if such day is not a Business Day, on the next
succeeding Business Day), the Administrative Agent shall apply all amounts on
deposit in the Cash Collateral Account in excess of $10 million first, to the
prepayment of the Letter of Credit 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, and third to the prepayment of
the Revolving Credit Advances until such Advances are paid in full.


                                       44
<PAGE>
                     (b) 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.

                     (c) 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.

                     (d) 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.

                     (e) 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
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


                                       45
<PAGE>
           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
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.

                     (iii) The Revolving Credit Facility shall be automatically
and permanently reduced, on a pro rata basis, on each date on which prepayment
thereof is required to be made pursuant to Section 2.06(b)(i) in respect of the
sale or other disposition of fixed assets in an amount equal to the applicable
Reduction Amount, excluding (x) that portion of the Reduction Amount
representing the first $100 million of Net Cash Proceeds received by the Loan
Parties from the sale or other disposition of fixed assets and (y) that portion
of the Reduction Amount representing the Net Cash Proceeds received by the Loan
Parties from the sale, or other disposition of the Excluded Assets, provided
that each such reduction of the Revolving Credit Facility shall be made ratably
among the Lenders in accordance with their Revolving Credit Commitments.


                                       46
<PAGE>
           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 and 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 except as set forth in Section 2.05(b).

                     (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.

                     (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


                                       47
<PAGE>
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 and the Revolving
Credit Facility shall be permanently reduced as set forth in Section
2.05(b)(iii). 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(c). 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 sum of (A) the Base Rate in effect from time to time plus (B)
           the Applicable Margin, 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.

                     (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


                                       48
<PAGE>
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
on the date of the initial Extension of Credit, thereafter 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 of 1/2 of 1% 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; 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.

                     (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


                                       49
<PAGE>
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 eleven
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 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.


                                       50
<PAGE>
           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);
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.


                                       51
<PAGE>
                     (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
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 9.04) 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


                                       52
<PAGE>
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.

                     (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


                                       53
<PAGE>
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;

                      (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


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<PAGE>
           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.

           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


                                       55
<PAGE>
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 therefor.

                     (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 9.02, 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 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


                                       56
<PAGE>
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
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.

           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


                                       57
<PAGE>
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
Existing Revolving Credit Facility, (ii) refinance the Existing Receivables
Financing (and the related liquidity facility), (iii) refinance the Fleet LC,
(iv) refinance the Precious Metals Note, (v) subject to satisfaction of the Note
Financing Requirements, refinance when due the 7.75% Senior Notes; (vi)
refinance when due the Borrower's existing 10.50% Senior Notes, (vii) finance,
if necessary, the Chester Buyout Option, (viii) pay related transactions costs,
fees and expenses, and (ix) provide financing for working capital, and other
general corporate purposes for the Borrower and its Subsidiaries.

           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
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


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<PAGE>
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;

                      (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

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<PAGE>
                      (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;

                      (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


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                      (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 9.07(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
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


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<PAGE>
not limit or otherwise affect the obligations of the Borrower under this
Agreement.

                                   ARTICLE III

                            CONDITIONS OF LENDING AND
                         ISSUANCES OF LETTERS OF CREDIT

           SECTION 3.01. Conditions Precedent to Initial Extension of Credit.
The obligation of each Lender to make an Advance or of the Issuing Bank to issue
a Letter of Credit on the date of the Initial Extension of Credit hereunder is
subject to the satisfaction of the following conditions precedent before or
concurrently with the Initial Extension of Credit:

                      (a) The Administrative Agent shall have received on or
           before the day of the Initial Extension of Credit 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) The Security Agreement, duly executed by
                      each Loan Party, together with:

                                            (A) certificates representing the
                                 Pledged Shares referred to therein accompanied
                                 by undated stock powers executed in blank and
                                 instruments evidencing the Pledged Debt
                                 indorsed in blank or accompanied by appropriate
                                 instruments of transfer,

                                            (B) proper financing statements in
                                 form appropriate for filing under the Uniform
                                 Commercial Code of all jurisdictions that the
                                 Administrative Agent may deem necessary or
                                 reasonably advisable in order to perfect and
                                 protect the liens and security interests
                                 created under the Security Agreement with the
                                 priority applicable thereto, covering the
                                 Collateral described in the Security Agreement,

                                            (C) completed requests for
                                 information, dated on or before the date of the
                                 Initial Extension of Credit, listing all
                                 effective financing statements filed in the
                                 jurisdictions referred to in clause (B) above
                                 that name any Loan Party as debtor, together
                                 with copies of such financing statements,

                                            (D) the Intellectual Property
                                 Security Agreement duly executed by each Loan
                                 Party,

                                            (E) evidence of the completion of
                                 all other recordings and filings of or with
                                 respect to the Security Agreement that the


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<PAGE>
                                 Administrative Agent may deem necessary or
                                 reasonably advisable in order to perfect and
                                 protect the security interest created
                                 thereunder,

                                            (F) evidence of the insurance
                                 required by the terms of the Security
                                 Agreement,

                                            (G) each Pledged Account Letter
                                 referred to in the Security Agreement, duly
                                 executed by each Pledged Account Bank referred
                                 to in the Security Agreement,

                                            (H) each Securities Account Control
                                 Agreement (if any) referred to in the Security
                                 Agreement, duly executed by the Collateral
                                 Agent, the applicable Loan Party and the
                                 applicable securities intermediary,

                                            (I) each Commodity Account Control
                                 Agreement (if any) referred to in the Security
                                 Agreement, duly executed by the Collateral
                                 Agent, the applicable Loan Party and the
                                 applicable commodity intermediary, and

                                            (J) evidence that all other action
                                 that the Administrative Agent may deem
                                 reasonably necessary or desirable in order to
                                 perfect and protect the first priority liens
                                 and security interests created under the
                                 Security Agreement has been taken (including,
                                 without limitation, receipt of duly executed
                                 payoff letters and UCC-3 termination
                                 statements).

                                 (iii) The Collateral Agent Agreement, in
                      substantially the form of Exhibit E hereto, duly executed
                      by each party thereto.

                                 (iv) The Subsidiary Guaranty, duly executed by
                      each party thereto.

                                 (v) Deeds of trust, trust deeds, and mortgages,
                      in substantially the form of Exhibit G hereto (with such
                      changes as may be required to account for local law
                      matters) and otherwise in form and substance satisfactory
                      to the Administrative Agent and covering the Properties
                      (excluding the properties listed on Schedule 3.01(a)(v)
                      (collectively, the "IRB PROPERTIES", and each, an "IRB
                      PROPERTY")) (together with each other mortgage delivered
                      pursuant to Section 5.01(j) and Section 5.01(t), in each
                      case as amended, the "MORTGAGES"), duly executed by the
                      appropriate Loan Party, together with:

                                            (A) evidence that counterparts of
                                 the Mortgages have been duly executed,
                                 acknowledged and delivered on or before the day
                                 of the Initial Extension of Credit and are in
                                 form suitable for filing or recording in all
                                 filing or recording offices that the
                                 Administrative Agent may deem reasonably
                                 necessary or desirable in order to create a
                                 valid first and subsisting Lien on the property
                                 described therein (subject to Permitted
                                 Encumbrances and Permitted Liens) in favor of
                                 the Collateral Agent for the benefit of the


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                                 Secured Parties and that all filing and
                                 recording taxes and fees have been paid,

                                            (B) fully paid American Land Title
                                 Association Lender's Extended Coverage title
                                 insurance policies (the "MORTGAGE POLICIES") 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 the Mortgages 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 Liens, 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 or desirable,

                                            (C) with respect to the properties
                                 set forth on Schedule 3.01(a)(v)(C), American
                                 Land Title Association/American Congress on
                                 Surveying and Mapping form surveys for which
                                 all necessary fees (where applicable) have been
                                 paid, and dated no more than 30 days before the
                                 day of the Initial Extension of Credit,
                                 certified to the Administrative Agent and the
                                 issuer of the Mortgage Policies 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,

                                            (D) collateral access agreements, in
                                 form and substance satisfactory to the
                                 Administrative Agent, executed by each of the
                                 lessors of the leased real properties listed on
                                 Schedule 3.01(a)(v)(D) hereto, it being agreed
                                 that the Borrower shall use its commercially
                                 reasonable efforts to obtain such collateral
                                 access agreements on or prior to the date
                                 hereof and if the Borrower has not obtained the
                                 same on or prior to the date hereof, 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 the
                                 leases for the leased properties set forth on
                                 Schedule 3.01(a)(v)(D).

                                            (E) with respect to the Properties
                                 set forth on Schedule 3.01(a)(v)(E), zoning
                                 compliance letters from the applicable
                                 municipality, either substantially in the form
                                 delivered to Borrower's counsel by the
                                 Administrative Agent on June 16, 2003 or in the
                                 form customarily furnished by the applicable
                                 municipality, it being agreed that the Borrower


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<PAGE>
                                 shall use its commercially reasonable efforts
                                 to obtain such zoning compliance letters within
                                 sixty (60) days from the Effective Date,

                                            (F) evidence of the insurance
                                 required by the terms of the Mortgages,

                                            (G) an appraisal of each of the
                                 properties constituting Eligible Real Property
                                 and described in the Mortgages complying with
                                 the requirements of the Federal Financial
                                 Institutions Reform, Recovery and Enforcement
                                 Act of 1989, which appraisals shall be from a
                                 Person acceptable to the Administrative Agent
                                 and otherwise in form and substance
                                 satisfactory to the Administrative Agent, and

                                            (H) such other consents, agreements
                                 and confirmations of lessors and third parties
                                 as the Administrative Agent may deem necessary
                                 or desirable and evidence that all other
                                 actions that the Administrative Agent may deem
                                 necessary or desirable in order to create valid
                                 first and subsisting Liens on the property
                                 described in the Mortgages has been taken.

                                 (vi) 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.

                                 (vii) A copy of a certificate of the Secretary
                      of State of the jurisdiction of incorporation of each Loan
                      Party, dated reasonably near the date of the Initial
                      Extension of Credit, 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.

                                 (viii) A certificate of each Loan Party, signed
                      on behalf of such Loan Party by its Secretary or any
                      Assistant Secretary, dated the date of the Initial
                      Extension of Credit (the statements made in which
                      certificate shall be true on and as of the date of the
                      Initial Extension of Credit), certifying as to (A) the
                      absence of any amendments to the charter of such Loan
                      Party since the date of the Secretary of State's
                      certificate referred to in Section 3.01(a)(vii), (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)(vi) were adopted and on the date of the
                      Initial Extension of Credit, and (C) the due incorporation
                      and good standing or valid existence of such Loan Party as



                                       65
<PAGE>
                      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.

                                 (ix) 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 the date of the Initial Extension of Credit
                      (the statements made in which certificate shall be true on
                      and as of the date of the Initial Extension of Credit),
                      certifying as to (A) the truth of the representations and
                      warranties contained in the Loan Documents as though made
                      on and as of the date of the Initial Extension of Credit
                      and (B) the absence of any event occurring and continuing,
                      or resulting from the Initial Extension of Credit, that
                      constitutes a Default.

                                 (x) 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.

                                 (xi) Certified copies of each of the Related
                      Documents, duly executed by the parties thereto and in
                      form and substance reasonably satisfactory to the Lender
                      Parties, together with all agreements, instruments and
                      other documents delivered in connection therewith as the
                      Administrative Agent shall reasonably request.

                                 (xii) A certificate, in substantially the form
                      of Exhibit H, 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 the Borrower and its Subsidiaries are
                      not subject to asbestos-related liabilities), from the
                      Chief Financial Officer of the Borrower.

                                 (xiii) Such financial, business and other
                      information regarding each Loan Party and its Subsidiaries
                      as the Lender Parties shall have reasonably requested,
                      including, without limitation, information as to possible
                      contingent liabilities, tax matters, environmental
                      matters, obligations under Plans, Multiemployer Plans and
                      Welfare Plans, collective bargaining agreements and other
                      arrangements with employees, audited (with unqualified
                      audit opinions) annual financial statements dated December
                      31, 2002, interim financial statements dated the end of
                      the most recent fiscal quarter for which financial
                      statements are available, and for each fiscal month ending
                      thereafter for which financial statements are available, a
                      business plan containing pro forma financial statements as
                      to the Borrower and forecasts prepared by management of
                      the Borrower, in form and substance satisfactory to the
                      Lender Parties, of balance sheets, income statements, cash
                      flow statements, statements indicating projected borrowing
                      base availability, and a summary outlining the critical
                      operating, investing and financing assumptions on a
                      monthly basis for the fiscal year ending December 31, 2003
                      and on an annual basis for each year thereafter until the
                      Termination Date.


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<PAGE>
                                 (xiv) One or more environmental assessment
                      reports, in form and substance satisfactory to the Lender
                      Parties, as to any hazards, costs or liabilities under
                      Environmental Laws to which any Loan Party or any of its
                      Subsidiaries may be subject, the amount and nature of
                      which and the Borrower's plans with respect to which shall
                      be acceptable to the Lender Parties, together with
                      documentation, in form and substance satisfactory to the
                      Lender Parties, that Environmental Laws shall have been
                      complied with. To the extent that either such report or
                      reports or any other information that may become available
                      to the Lender Parties shall disclose any hazards, costs or
                      liabilities under Environmental Laws or otherwise that the
                      Lender Parties deem material, the Lender Parties shall be
                      satisfied that, subject to Section 8.15, such hazards,
                      costs or liabilities were adequately reflected in the
                      Borrower's financial reserves shown on the financial
                      statements included in the Information Memorandum.

                                 (xv) 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.

                                 (xvi) Certified copies of all Material
                      Contracts of each Loan Party and its Subsidiaries.

                                 (xvii) A Notice of Borrowing or Notice of
                      Issuance, as applicable, and a Borrowing Base Certificate
                      relating to the Initial Extension of Credit.

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

                                 (xix) A favorable opinion of Richard A.
                      Weinberg, General Counsel to the Borrower, in
                      substantially the form of Exhibit M hereto.

                                 (xx) Opinions of local counsel for the Loan
                      Parties in states in which the Properties are located,
                      with respect to the enforceability and perfection of the
                      Mortgages and any related fixture filings substantially in
                      the form of Exhibit J hereto, and otherwise in form and
                      substance satisfactory to the Administrative Agent.

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

                      (b) The Lender Parties shall be satisfied with the
           corporate, legal structure, management, equity ownership and
           capitalization of the Borrower and each of its Subsidiaries, the
           Equity Interests in which Subsidiaries is being pledged pursuant to
           the Loan Documents, including the terms and conditions of the
           charter, bylaws and each class of Equity Interest in each Loan Party
           and each such Subsidiary and of each agreement or instrument relating
           to such structure or capitalization.


                                       67
<PAGE>
                      (c) The Lender Parties shall be satisfied that all
           Existing Debt, other than Surviving Debt, has been prepaid, redeemed
           or defeased in full or otherwise satisfied and extinguished (other
           than contingent indemnification obligations) and all commitments
           relating thereto terminated and that all Surviving Debt shall be on
           terms and conditions satisfactory to the Lender Parties.

                      (d) Before and after giving effect to the transactions
           contemplated hereunder, there shall have occurred no material adverse
           change in (i) the business, condition (financial or otherwise),
           operations, performance, properties or prospects of the Borrower or
           any of its Subsidiaries, taken as a whole since December 31, 2002,
           (ii) the ability of the Borrower or the Subsidiary Guarantors to
           perform their respective obligations under the loan documentation or
           (iii) the ability of the Administrative Agent and the Lenders to
           enforce the loan documentation.

                      (e) Other than (i) in respect of the G-I Holdings
           bankruptcy or (ii) the matters described on Schedule 4.01(f) hereto
           (the "DISCLOSED LITIGATION"), there shall exist no action, suit,
           investigation, litigation or proceeding affecting any Loan Party or
           any of its Subsidiaries pending or, to the best of the Borrower's
           knowledge, threatened before any Governmental Authority that (A)
           could reasonably be expected to have a Material Adverse Effect or (B)
           restrains, prevents or imposes or can reasonably be expected to
           impose materially adverse conditions upon the Facilities or the
           transactions contemplated hereunder, and there shall have been no
           material adverse change in the status, or financial effect on the
           Borrower or any of its Subsidiaries, of the Disclosed Litigation from
           that disclosed to the Administrative Agent prior to March 17, 2003.

                      (f) All Governmental Authorizations and third party
           consents and approvals necessary in connection with the Facilities
           and the transactions contemplated hereunder shall have been obtained
           (without the imposition of any conditions that are not reasonably
           acceptable to the Administrative Agent) and shall remain in effect;
           all applicable waiting periods in connection with the Facilities and
           the transactions contemplated hereunder shall have expired without
           any action being taken by any competent authority, and no law or
           regulation shall be applicable in the judgment of the Administrative
           Agent, in each case that restrains, prevents or imposes materially
           adverse conditions upon the Facilities and the transactions
           contemplated hereunder 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.

                      (g) The Administrative Agent shall not have discovered
           after March 17, 2003, or otherwise become aware of (i) any
           information not previously disclosed to it or (ii) any development or
           change relating to information previously disclosed to it, that, in
           either case, it believes, in its reasonable judgment, could be
           reasonably likely to result in a Material Adverse Change.

                      (h) The Borrower shall have paid all reasonable accrued
           fees of the Agents and the Lender Parties and all accrued expenses of
           the Agents (including the reasonable accrued fees and expenses of
           counsel to the Administrative Agent and local counsel to the Lender


                                       68
<PAGE>
           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).

                      (i) 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 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.

                      (j) The Lender Parties shall be satisfied with the
           consolidated tax position and contingent tax liabilities of the
           Borrower and its Subsidiaries (the "BORROWER GROUP") and any tax
           sharing agreement to which one or more members of the Borrower Group
           is a party, and the Internal Revenue Service shall not have assessed
           any liability against any member of the Borrower Group on account of
           tax-related litigation involving the Rhone Poulenc Transactions or
           G-I Holdings.

                      (k) 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.

                      (l) The existing stay of the asbestos-related litigation
           against the Borrower granted in the G-I Holdings bankruptcy
           proceedings shall not have been terminated or amended or modified in
           an adverse manner that is not acceptable to the Administrative Agent,
           and there shall have been no 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.

           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


                                       69
<PAGE>
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;

(b) the Administrative Agent shall have received such other approvals,
information or documents as any Lender Party through the Administrative Agent
may reasonably request; and (c) 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 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 (c)) 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 Initial Extension of Credit specifying its objection thereto
and, if the Initial Extension of Credit consists of a Borrowing, such Lender
Party shall not have made available to the Administrative Agent such Lender
Party's ratable portion of such Borrowing.


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<PAGE>
                                   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.

                      (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


                                       71
<PAGE>
           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 hereunder)) 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. 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 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
           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, 2002,
           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


                                       72
<PAGE>
           its Subsidiaries for the period ended on such date, all in accordance
           with GAAP, and since December 31, 2002, there has been no Material
           Adverse Change.

                      (ii) The Consolidated pro forma balance sheets of the
           Borrower and its Subsidiaries as at the end of the month most
           recently ended prior to the Effective Date for which monthly
           financial statements are available, and the related Consolidated pro
           forma statements of income and cash flows of the Borrower and its
           Subsidiaries for the period commencing at the end of the current
           Fiscal Year and ending at the end of such month, certified by a
           Responsible Financial Officer of the Borrower, copies of which have
           been furnished to each Lender Party, fairly present the Consolidated
           pro forma financial condition of the Borrower and its Subsidiaries as
           at such date and the Consolidated pro forma results of operations of
           the Borrower and its Subsidiaries for the period ended on such date,
           in each case giving effect to the Transaction, all in accordance with
           GAAP.

                      (iii) 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, 2003,
           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.

                      (iv) Neither the Information Memorandum nor any other
           written information, exhibit or report required to be delivered or
           furnished in connection therewith, or otherwise 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) any
           untrue statement of a material fact or omitted to state a material
           fact necessary to make the statements made therein not misleading.

                      (v) 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 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


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           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
           or desirable 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 or desirable 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. Each Loan Party is, individually and
           together with its Subsidiaries, Solvent (assuming such Loan Party has
           no 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),
           $10 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


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           (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), $10 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), $10 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 tax returns (Federal, state, local and foreign) 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
           an Material Adverse Effect.


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<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 by all state,
           local and foreign taxing authorities (other than amounts arising from
           adjustments to Federal income tax returns) does not exceed $2.5
           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) Existing Debt. Set forth on Schedule 4.01(p) hereto is
           a complete and accurate list of all Existing Debt (other than
           Surviving Debt), showing as of the date hereof the obligor and the
           principal amount outstanding thereunder.

                      (q) Surviving Debt. Set forth on Schedule 4.01(q) 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.

                      (r) Existing Liens. Set forth on Schedule 4.01(r) 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.

                      (s) Owned Real Property. Set forth on Schedule 4.01(s)
           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.

                      (t) Leased Real Property. (1) Set forth on Schedule
           4.01(t)(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 Scheduled 4.01(t)(1) or Schedule 4.01(t)(2)) not more
           than $500,000, 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


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<PAGE>
           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.

                      (2) To the knowledge of the applicable Loan Party or
           Subsidiary that is the lessor, set forth on Schedule 4.01(t)(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(t)(1) or Schedule 4.0(t)(2)) not more than
           $500,000, 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.

                      (u) Investments. Set forth on Schedule 4.01(u) hereto is a
           complete and accurate list as of the date hereof of all Investments
           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.

                      (v) Intellectual Property. Set forth on Schedule 4.01(v)
           hereto is a complete and accurate list as of the date hereof as of
           the date hereof of all 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.

                      (w) Material Contracts. Set forth on Schedule 4.01(w)
           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:


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<PAGE>
                      (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 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 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 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


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           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 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, 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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<PAGE>
                      (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 15 days after (A) a request or acquisition of
           property by any Loan Party, 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
           representatives of the Collateral Agent and/or the Administrative
           Agent designated by such entity) valid and subsisting Liens on the


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<PAGE>
           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, 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 deem necessary or desirable
           in obtaining the full benefits of, or in perfecting and preserving
           the Liens of, such guaranties, mortgages, pledges, assignments,


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<PAGE>
           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 Related Documents. Perform and observe,
           and cause each of its Subsidiaries to perform and observe, all of the
           terms and provisions of each Related Document to be performed or
           observed by it, maintain each such Related Document in full force and
           effect, enforce such Related Document in accordance with its terms,
           and take all such action 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; without
           limiting the generality of the foregoing, if the Administrative Agent
           determines at any time that a material risk exists that any such
           report will not be provided within the time referred to above, the
           Administrative Agent may retain an environmental consulting firm to
           prepare such report at the expense of the Borrower, and the Borrower
           hereby grants and agrees to cause any Subsidiary that owns any
           property described in such request to grant at the time of such


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           request to the Agents, the Lender Parties, such firm and any agents
           or representatives thereof an irrevocable non-exclusive license,
           subject to the rights of tenants, to enter onto their respective
           properties to undertake such an assessment.

                      (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, 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. Make a senior legal officer of the
           Borrower available on a monthly basis 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


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           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. 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) IRB Consents. The Borrower shall use its commercially
           reasonable efforts to request and obtain or cause the applicable Loan
           Party who holds title to each IRB Property to request and obtain not
           later than thirty (30) days after the Effective Date (or such later
           date as may be agreed to by the Administrative Agent), all consents
           and approvals (each an "IRB CONSENT") that are required pursuant to
           the current underlying industrial revenue bond financing documents
           relating to each IRB Property such that Borrower or the applicable
           Loan Party, as the case may be, will be permitted to grant a Mortgage
           covering each IRB Property without being in breach or default under
           such industrial revenue bond financing documents. Within thirty (30)
           days after receiving the applicable IRB Consent for an IRB Property,
           the Borrower shall deliver, or cause the applicable Loan Party to
           deliver to the Administrative Agent, the items, agreements,
           instruments and documents set forth in Section 3.01(a)(v) and Section
           3.01(a)(xx) with respect to such IRB Property.

           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


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           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(v) 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 permitted 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 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 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)


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                      shall not exceed the amount permitted under Section
                      5.02(b)(iii)(B) at any time outstanding;

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

                                 (ix) the replacement, extension or renewal of
                      any Lien permitted by clauses (iii) through (viii) 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 amount permitted under Section
                      5.02(b)(iii)(B) or (E) 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 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, and (2) immediately
                                 after giving effect to such incurrence, the
                                 Borrower shall be in pro forma compliance with
                                 the provisions of Section 5.04 (such compliance
                                 to be determined on the basis of the required


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                                 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
                                 permitted by Section 5.02(a)(vi), (IV) Debt in
                                 respect of sale-leaseback transactions
                                 permitted by Section 5.02(a)(vii), (V) Debt
                                 secured by Liens permitted by Section
                                 5.02(a)(viii), and (VI) Debt not to exceed $20
                                 million in principal amount incurred under the
                                 Chester Financing Agreement to refinance the
                                 Chester Lease following the exercise of the
                                 Chester Buyout Option (such Debt being the
                                 "CHESTER BUYOUT DEBT"), in an aggregate
                                 principal amount (for all debt permitted under
                                 this Section 5.02(b)(iii)(B) not to exceed the
                                 sum of (x) $50,000,000 plus (y) in the case of
                                 Debt permitted under clause (III) and (IV)
                                 above (or any refinancing thereof), ---- the
                                 portion of the Loan Value (immediately prior to
                                 the incurrence of such debt or the consummation
                                 of the sale-leaseback transaction, as
                                 applicable) attributable to Eligible Real
                                 Property or Eligible Equipment with respect to
                                 which a Lien permitted by Section 5.02(a)(vi)
                                 has been granted, or which have been sold in
                                 connection with such sale-leaseback
                                 transaction, provided, however, that the
                                 Chester Buyout Debt shall be excluded from the
                                 limitation described above so long as such
                                 exercise is consummated within three months of
                                 the date hereof, and provided, further, that
                                 such Debt incurred pursuant to this Section
                                 5.02(b)(iii)(B) (excluding the Chester Buyout
                                 Debt so long as the exercise of the Chester
                                 Buyout Option is consummated within three
                                 months of the date hereof) shall not have
                                 scheduled amortization payments prior to the
                                 Termination Date in an aggregate principal
                                 amount (together with the aggregate scheduled
                                 amortization payments prior to the Termination
                                 Date of any Debt permitted pursuant to clause
                                 (C) below) greater than the Amortization
                                 Basket,

                                            (C) So long as (1) no Default has
                                 occurred and is continuing and (2) after giving
                                 effect to such incurrence, the Borrower shall
                                 be in pro forma compliance with the provisions
                                 of Section 5.04 (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 is no
                                 scheduled amortization payments in respect of
                                 such extending, refunding or refinancing Debt
                                 prior to the Termination Date in an aggregate
                                 principal amount (together with the aggregate


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<PAGE>
                                 scheduled amortization payments prior to the
                                 Termination Date of any Debt permitted pursuant
                                 to clause (B) above) 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,

                                            (D) The Surviving Debt,

                                            (E) So long as (1) no Default has
                                 occurred and is continuing and (2) after giving
                                 effect to such incurrence, the Borrower shall
                                 be in pro forma compliance with the provisions
                                 of Section 5.04 (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 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 is no
                                 remaining scheduled amortization payments in
                                 respect of such extending, refunding or
                                 refinancing Debt prior to December 15, 2006
                                 that is more onerous than the remaining
                                 scheduled amortization prior to December 15,
                                 2006, if any, applicable to the Debt being
                                 extended, refunded or refinanced and (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; 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 and (2) after giving
                                 effect to such incurrence, the Borrower shall
                                 be in pro forma compliance with the provisions
                                 of Section 5.04 (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 Debt owing to G-I
                                 Holdings or BMCA Holdings in an aggregate
                                 principal amount not to exceed at any one time
                                 outstanding, the sum of (x) an aggregate amount
                                 up to $45 million, provided such amount was
                                 advanced by the Borrower to G-I Holdings or
                                 BMCA Holdings on or after January 17, 2003 and
                                 prior to the Effective Date plus (y) the
                                 aggregate amount advanced by the Borrower to
                                 G-I Holdings or BMCA Holdings on and after the


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<PAGE>
                                 Effective Date in accordance with Section
                                 5.02(f)(x); provided, however, that no payments
                                 shall be made with respect to Debt permitted
                                 under this clause (F) unless on the date of
                                 each such payment, the Borrower shall have pro
                                 forma liquidity (as certified to the
                                 Administrative Agent by a Responsible Financial
                                 Officer of the Borrower) of at least the
                                 Specified Liquidity Amount.

                                            (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,
                                 and

                                            (H) 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.

                      (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.

                      (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 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.


                                       90
<PAGE>
           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 $15 million (provided that any unused
                      portion thereof may be carried forward to succeeding
                      years) (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 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.


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<PAGE>
                      (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 Event of Default has
                      occurred and is continuing, (2) after giving effect to
                      such Investment, the Borrower is in pro forma compliance
                      with the provisions of Section 5.04 (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 Investment had
                      been made as of the first day of the fiscal period covered
                      thereby) and (3) after giving effect to such Investment,
                      the pro forma Liquidity of the Borrower (as certified to
                      the Administrative Agent by a Responsible Financial
                      Officer of the Borrower) equals or exceeds the Specified
                      Liquidity Amount at such time, Investments in Non-Recourse
                      Subsidiaries and other Persons that are not Loan Parties,
                      excluding G-I Holdings and BMCA Holdings (collectively,
                      "PERMITTED ADVANCES") in an aggregate amount invested from
                      the date hereof (determined at the fair market value of
                      any assets contributed) not to exceed (as certified to the
                      Administrative Agent by a Responsible Financial Officer of
                      the Borrower), the lesser of (x) $25 million (the "OUTSIDE
                      INVESTMENT BASKET") and (y) the Special Payments Basket on
                      such date; provided, however, that the Outside Investment
                      Basket shall be replenished (up to a maximum amount not to
                      exceed $25 million at any time) by the sum of (A) the
                      amount of proceeds (in the form of repayments of loans or
                      dividends or other distributions consisting of cash or
                      Cash Equivalents made to Loan Parties) received by the
                      Loan Parties from any Investment made using the Outside
                      Investment Basket and (B) the fair market value of fixed
                      assets and other tangible assets and equity interests
                      which were previously contributed in connection with
                      Permitted Advances, and which fixed assets and other
                      tangible assets and equity interests have been
                      subsequently returned to the Loan Party that had made such
                      Permitted Advances in connection with an unwind or other
                      disposition of such Investment;

                                 (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(u) hereto;

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


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                                 (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);

                                            (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 substantially the same lines
                                 of business as 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) the total cash and noncash
                                 consideration (including, without limitation,
                                 the fair market value of all Equity Interests
                                 issued or transferred to the sellers thereof,
                                 all indemnities (net of insurance and after
                                 taxes) relating to pre-closing liabilities,
                                 earnouts and other contingent payment
                                 obligations to, and the aggregate amounts paid
                                 or to be paid under noncompete, consulting and
                                 other affiliated agreements with, the sellers
                                 thereof, and reserves for liabilities with
                                 respect thereto and all assumptions of
                                 long-term debt for borrowed money (as defined
                                 in accordance with generally accepted
                                 accounting principles), liabilities and other
                                 obligations in connection therewith, but net of
                                 cash or Cash Equivalents received in exchange)
                                 paid by or on behalf of the Borrower and its
                                 Subsidiaries for any such Permitted
                                 Acquisition, when aggregated with the total
                                 cash and noncash consideration paid by or on
                                 behalf of the Borrower and its Subsidiaries for
                                 all other purchases and other acquisitions made
                                 by the Borrower and its Subsidiaries pursuant
                                 to this clause (vii), shall not exceed (as
                                 certified to the Administrative Agent by a
                                 Responsible Financial Officer of the Borrower)
                                 the Special Payments Basket on such date;

                                            (E) (1) immediately before and
                                 immediately after giving pro forma effect to
                                 any such Permitted Acquisition, no Event of
                                 Default shall have occurred and be continuing,
                                 (2) immediately after giving effect to such
                                 purchase or other acquisition, the Borrower and
                                 its Subsidiaries shall have pro forma Liquidity
                                 (as certified to the Administrative Agent by a
                                 Responsible Financial Officer of the Borrower)
                                 equal to or exceeding the Specified Liquidity


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                                 Amount at such date, and (3) the Borrower and
                                 its Subsidiaries shall be in pro forma
                                 compliance with all of the covenants set forth
                                 in Section 5.04, 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 purchase or other
                                 acquisition had been consummated as of the
                                 first day of the fiscal period covered thereby;
                                 and

                                            (F) 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 $2 million in the aggregate for
                      any Fiscal Year;

                                 (ix) (a) Investments consisting of Initial G-I
                      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) Investments (other than Investments
                      described in clause (ix) above) in G-I Holdings and BMCA
                      Holdings (subject to the limitations specified in Section
                      5.02(g)); 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:

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                                 (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) the Borrower is in pro
                      forma compliance with all of the financial covenants set
                      forth in Section 5.04 (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 distributions had been
                      consummated as of the first day of such fiscal period
                      covered thereby) and (b) after giving effect to such
                      distribution, the Borrower has pro forma liquidity (as
                      certified to the Administrative Agent by a Responsible
                      Financial Officer of the Borrower) equal to or exceeding
                      the Specified Liquidity Amount at such time, the Borrower
                      shall be permitted to make distributions to G-I Holdings
                      in any calendar year in an aggregate amount (together with
                      (without duplication) (1) the aggregate amount of any
                      Investments made in accordance with the provisions of
                      Section 5.02(f)(x); (2) the aggregate Available Amount of
                      all Future G-I Letters of Credit, and (3) the aggregate
                      available Amount of all 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 being
                      renewed)), equal to the sum (as certified to the
                      Administrative Agent by a Responsible Financial Officer of
                      the Borrower) of (x) $15,000,000 per annum plus (y)
                      amounts loaned after the Effective Date to the Borrower by
                      G-I Holdings or BMCA Holdings during any calendar year
                      (and not previously repaid or allocated to the Special
                      Payments Basket as provided below) plus (z) the Available
                      Amount of all Initial G-I Holdings Letters of Credit and
                      Future G-I Letters of Credit which expire or are cancelled
                      or otherwise terminated during such year without being
                      renewed or substituted with cash or other collateral in
                      accordance with clause (iv) below (the "RESTRICTED
                      PAYMENTS BASKET"), 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 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.


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<PAGE>
                      (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, 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 (x) the Borrower is in pro forma
           compliance with all of the covenants set forth in Section 5.04 (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 transaction had been consummated as
           of the first day of such fiscal period covered thereby), (y) no Event
           of Default shall have occurred and be continuing, and (z) after
           giving effect to such transaction, the Borrower has pro forma
           Liquidity (as certified to the Administrative Agent by a Responsible
           Financial Officer of the Borrower) equal to or exceeding the
           Specified Liquidity Amount at such time, purchases or redemptions of
           any Debt ("PERMITTED DEBT Repurchases"), so long as the aggregate
           amount paid in connection with such Permitted Debt Repurchases (when
           taken together with the Permitted Acquisitions and the Permitted
           Advances) shall not exceed the Special Payments Basket on such date
           (as certified to the Administrative Agent by a Responsible Financial
           Officer of the Borrower); or 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.

                      (k) Amendment, Etc., of Related Documents. Except to the
           extent such action could not reasonably be expected to result in a
           Material Adverse Effect, cancel or terminate any Related Document or
           consent to or accept any cancellation or termination thereof, amend,
           modify or change in any manner any term or condition of any Related
           Document or give any consent, waiver or approval thereunder, waive
           any default under or any breach of any term or condition of any
           Related Document, agree in any manner to any other amendment,
           modification or change of any term or condition of any Related
           Document or take any other action in connection with any Related
           Document 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.

                      (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)(C) solely to the extent that such Capitalized


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           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 to exceed the sum of (A)
           $60,000,000 (the "BASE CAPEX BASKET") plus (B) the lesser of (I) the
           sum of (x) Excess EBITDA for such calendar year and (y) the amount
           (if any) of the Base CAPEX Basket which was unused during the
           immediately preceding calendar year, and (II) the difference between
           (i) unused availability under the Senior Facility as of the end of
           the immediately preceding calendar year minus (ii) the Specified
           Liquidity Amount applicable to such calendar year, plus (C) in the
           case of the calendar year ending December 31, 2003, the Excess CAPEX
           Amount, provided, however, that for calendar year 2006, compliance
           with the foregoing limitation on Capital Expenditures shall be
           determined as of September 30, 2006, based on the four fiscal
           quarters ending on such date.

                      (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 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


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           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
           certificate of such accounting firm to the Lender Parties stating
           that in the course of the regular audit of the business of the
           Borrower and its Subsidiaries, which audit was conducted by such
           accounting firm in accordance with generally accepted auditing
           standards, such accounting firm has obtained no knowledge that an
           Event of Default has occurred and is continuing with respect to the
           financial covenants relating to the Facilities, or if, in the opinion
           of such accounting firm, an Event of Default has occurred and is
           continuing, a statement as to the nature thereof, (ii) a schedule in
           form satisfactory to the Administrative Agent of the computations
           used by such accountants in determining, as of the end of such Fiscal
           Year, compliance with the covenants contained in Section 5.04,
           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 compliance with Section 5.04, a statement of
           reconciliation conforming such financial statements to GAAP and (iii)
           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.

                      (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


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           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 such financial statements to the
           Administrative Agent as it would be required to file with the
           Securities and Exchange Commission if it was a Reporting Company at
           such time, 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 (i) 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 (ii) a schedule in form satisfactory to the
           Administrative Agent of the computations used by the Borrower in
           determining compliance with the covenants contained in Section 5.04,
           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 compliance with Section 5.04, 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 March, June and
           September, (ii) 60 days after the end of each December, and (iii) 30
           days after the end of each other month, 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 and on an annual basis for each Fiscal Year thereafter until the
           Termination Date, together with narratives outlining the material
           operating, investing and financing assumptions incorporated in such
           forecasts.

                      (f) Tax and Asbestos Litigation Reports. Provide a monthly
           summary in form and substance reasonably satisfactory to the
           Administrative Agent of the status of (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.


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<PAGE>
                      (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) Tax Certificates. Promptly, and in any event within
           five Business Days after the due date (with extensions) for filing
           the final Federal income tax return in respect of each taxable year,
           a certificate (a "TAX CERTIFICATE"), signed by the President or a
           Responsible Financial Officer of the Borrower, stating that the
           Borrower has paid all amounts required to be paid for such year under
           the Tax Agreement, and that the Borrower and its Subsidiaries have
           not paid amounts in respect of taxes (Federal, state, local or
           foreign) in excess of the amounts they are required to pay, under the
           Tax Agreement in respect of such taxable year.

                      (l) 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.


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                      (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 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).

                      (m) 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.

                      (n) 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(s), 4.01(t)(1), and 4.01(t)(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.

                      (o) 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.

                      (p) Borrowing Base Certificate. On the first Business Day
           of each week, a Borrowing Base Certificate, as at the last Business
           Day of the immediately preceding week, certified by the Responsible
           Financial Officer of the Borrower.


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                      (q) Annual Lender Meetings. On or before the anniversary
           of the Effective Date in each calendar year, hold a meeting with the
           Lenders.

                      (r) Access for Field Examinations. On or before the end of
           each fiscal quarter, 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 field examination.

                      (s) Notice of Repurchase of Senior Notes. Provide to the
           Administrative Agent (simultaneously with providing the same to the
           Creditors' Committee and futures representative in the G-I Holdings
           bankruptcy proceedings), a copy of the notice required to be provided
           to the Creditors' Committee and the futures representative in the G-I
           Holdings bankruptcy proceedings with respect to such repurchase
           program, pursuant to the order dated June 18, 2003 which was entered
           in the G-I Holdings bankruptcy proceedings.

                      (t) Basket Report. On each day on which monthly financials
           are required to be provided pursuant to Section 5.03(d), a report
           certified by a Responsible Financial Officer of the Borrower, and in
           substantially the form of Exhibit N hereto, showing the gross and
           unused balances of the Restricted Payments Basket, the Special
           Payments Basket, and all other baskets as of the most recently ended
           month, together with information in detail reasonably acceptable to
           the Administrative Agent concerning changes (whether as a result of
           usage or otherwise) in such gross and unused balances during such
           month.

                      (u) Other Information. Such other information respecting
           the business, condition (financial or otherwise), operations,
           performance, properties or prospects of any Loan Party or any of its
           Subsidiaries as any Agent, or any Lender Party through the
           Administrative Agent, may from time to time reasonably request
           (including, without limitation, asset appraisals).

           SECTION 5.04. Financial 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) EBITDA. Maintain for each period of four fiscal
           quarters ending on the dates indicated below EBITDA of not less than
           the amount set forth below for such four fiscal quarters:

            Four Fiscal
     Quarter Endings Ending On                    EBITDA
     -------------------------                    ------

              6/30/03                          $120,000,000
              9/30/03                           120,000,000
             12/31/03                           120,000,000
              3/31/04                           120,000,000
              6/30/04                           120,000,000


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            Four Fiscal
     Quarter Endings Ending On                    EBITDA
     -------------------------                    ------

              9/30/04                           120,000,000
             12/31/04                           125,000,000
              3/31/05                           125,000,000
              6/30/05                           125,000,000
              9/30/05                           125,000,000
             12/31/05                           130,000,000
              3/31/06                           135,000,000
              6/30/06                           140,000,000
              9/30/06                           145,000,000
             12/31/06                           150,000,000


                      (b) Interest Coverage Ratio. Maintain as of the end of
           each fiscal quarter ending during each period set forth below an
           Interest Coverage Ratio of not less than the amount set forth below
           for each period set forth below:

          Period                                        Ratio
          ------                                        -----
          Effective Date - 12/31/04                     1.75 to 1
          1/1/05 - 12/31/05                             2.00 to 1
          Thereafter                                    2.25 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 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 (l) or 5.04; or


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                      (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 $15 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 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 $5 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


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<PAGE>
           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) (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; 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

                      (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


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<PAGE>
           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;

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


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<PAGE>
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.

                                  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


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<PAGE>
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.

           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


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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
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


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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
$250,000,000. 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,
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


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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
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 Lead Arranger, the Syndication Agent and the
Co-Documentation Agents. It is understood and agreed by all parties hereto that
neither the Lead Arranger, 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.


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                                  ARTICLE VIII

                                  MISCELLANEOUS

           SECTION 8.01. Amendments, Etc. 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 or, in the case of the Initial Extension of Credit, Section 3.02,
(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, (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
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.

           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


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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., 19th Floor, New York, NY 10013; Attention: Michael Schadt,
Telephone: (212) 816-2432; Facsimile: (212) 816-2613; e-mail:
michael.m.schadt@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(i)(i), (ii), (iv) and (vi) 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 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(i)(i), (ii), (iv) and (vi)
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
oploanswebadmin@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 "e-Disclosure" (the
"PLATFORM"), the Administrative Agent's internet delivery system that is part of
SSB Direct, Global Fixed Income's primary web portal. 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.


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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 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


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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
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.

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                     (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.

           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


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such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 (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
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


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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 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.

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                     (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 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.

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                     (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 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


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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
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


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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
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


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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
that still require completion. In the event that, after the submission of the
next two (2) quarterly reports required by Section 8.15(e)(i) 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 L hereto entered by the
bankruptcy court on June 18, 2003 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.





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<PAGE>
           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
                                 ---------------------------------------------
                                 Title:



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

                              By
                                 ---------------------------------------------
                                 Title:



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

                              By
                                 ---------------------------------------------
                                 Title:



                              DEUTSCHE BANK SECURITIES INC.,
                                as Syndication Agent

                              By
                                 ---------------------------------------------
                                 Title:



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

                              By
                                 ---------------------------------------------
                                 Title:



                                      124
<PAGE>
                              CONGRESS FINANCIAL CORPORATION,
                                as Co-Documentation Agent

                              By
                                 ---------------------------------------------
                                 Title:



                              JPMORGAN CHASE BANK,
                                as Co-Documentation Agent

                              By
                                 ---------------------------------------------
                                 Title:



                              INITIAL LENDERS

                              CITICORP USA, INC.

                              By
                                 ---------------------------------------------
                                 Title:


                              DEUTSCHE BANK TRUST COMPANY AMERICAS

                              By
                                 ---------------------------------------------
                                 Title:


                              CONGRESS FINANCIAL CORPORATION

                              By
                                 ---------------------------------------------
                                 Title:


                              THE CIT GROUP/BUSINESS CREDIT, INC.

                              By
                                 ---------------------------------------------
                                 Title:


                                      125
<PAGE>
                              JPMORGAN CHASE BANK

                              By
                                 ---------------------------------------------
                                 Title:


                              GMAC COMMERCIAL FINANCE LLC

                              By
                                 ---------------------------------------------
                                 Title:


                              FLEET CAPITAL CORPORATION

                              By
                                 ---------------------------------------------
                                 Title:


                              NATIONAL CITY COMMERCIAL FINANCE, INC.

                              By
                                 ---------------------------------------------
                                 Title:


                              WELLS FARGO FOOTHILL, INC.

                              By
                                 ---------------------------------------------
                                 Title:


                              GENERAL ELECTRIC CAPITAL CORPORATION

                              By
                                 ---------------------------------------------
                                 Title:



                              INITIAL ISSUING BANK AND INITIAL SWING LINE BANK

                              CITICORP USA, INC.

                              By
                                 ---------------------------------------------
                                 Title:




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