Gibraltar 93736 Form 8-K Exhibit 10.1










Exhibit 10.1  














AMENDED AND RESTATED CREDIT AGREEMENT 




dated as of 
December 8, 2005 




Among 




GIBRALTAR INDUSTRIES, INC. and 
GIBRALTAR STEEL CORPORATION
OF NEW YORK,
as Borrowers, 




THE LENDING
INSTITUTIONS NAMED HEREIN,
as Lenders, 




and 




KEYBANK NATIONAL ASSOCIATION,

as an LC Issuer, Swing Line Lender, Book Runner,
Lead Arranger and Administrative Agent 




JPMORGAN CHASE BANK, N.A.

as Co-Syndication Agent and LC Issuer 




HARRIS TRUST AND SAVINGS BANK

as Co-Syndication Agent 




HSBC BANK USA, NATIONAL ASSOCIATION

as Co-Documentation Agent 




MANUFACTURERS AND TRADERS TRUST COMPANY

as Co-Documentation Agent 




$300,000,000 Revolving Facility

$230,000,000 Term Facility 

























TABLE OF CONTENTS






			Page
	ARTICLE I.	 	DEFINITIONS; TERMS AND GENERAL PROVISIONS	 	1	 
	         Section 1.01	 	Certain Defined Terms	 	1	 
	         Section 1.02	 	Computation of Time Periods	 	26	 
	         Section 1.03	 	Accounting Terms	 	26	 
	         Section 1.04	 	Terms Generally	 	26	 
	         Section 1.05	 	Borrower Representative	 	26	 
	         Section 1.06	 	Joint and Several Liability of the Borrowers	 	27	 
	         Section 1.07	 	Contribution Among Borrowers	 	27	 
	 

	ARTICLE II.	 	THE TERMS OF THE CREDIT FACILITY	 	27
	         Section 2.01	 	Establishment of the Credit Facility	 	27	 
	         Section 2.02	 	Revolving Facility	 	27	 
	         Section 2.03	 	Term Loan	 	28	 
	         Section 2.04	 	Swing Line Facility	 	28	 
	         Section 2.05	 	Letters of Credit	 	30	 
	         Section 2.06	 	Notice of Borrowing	 	34	 
	         Section 2.07	 	Funding Obligations; Disbursement of Funds	 	34	 
	         Section 2.08	 	Evidence of Obligations	 	36	 
	         Section 2.09	 	Interest; Default Rate	 	36	 
	         Section 2.10	 	Conversion and Continuation of Loans	 	37	 
	         Section 2.11	 	Fees	 	38	 
	         Section 2.12	 	Termination and Reduction of Revolving Commitments	 	39	 
	         Section 2.13	 	Voluntary, Scheduled and Mandatory Prepayments of Loans	 	39	 
	         Section 2.14	 	Method and Place of Payment	 	43	 
	 

	ARTICLE III.	 	INCREASED COSTS, ILLEGALITY AND TAXES	 	44	 
	         Section 3.01	 	Increased Costs, Illegality, etc.	 	44	 
	         Section 3.02	 	Breakage Compensation	 	45	 
	         Section 3.03	 	Net Payments	 	46	 
	         Section 3.04	 	Increased Costs to LC Issuers	 	47	 
	         Section 3.05	 	Change of Lending Office; Replacement of Lenders	 	48	 
	 

	ARTICLE IV.	 	CONDITIONS PRECEDENT	 	49	 
	         Section 4.01	 	Conditions Precedent at Closing Date	 	49	 
	         Section 4.02	 	Conditions Precedent to All Credit Events	 	51	 



i











TABLE OF CONTENTS
(Continued)


			Page
	ARTICLE V.	 	REPRESENTATIONS AND WARRANTIES	 	52	 
	         Section 5.01	 	Corporate Status	 	52	 
	         Section 5.02	 	Corporate Power and Authority	 	52	 
	         Section 5.03	 	No Violation	 	52	 
	         Section 5.04	 	Governmental Approvals	 	53	 
	         Section 5.05	 	Litigation	 	53	 
	         Section 5.06	 	Use of Proceeds; Margin Regulations	 	53	 
	         Section 5.07	 	Financial Statements	 	53	 
	         Section 5.08	 	Solvency	 	54	 
	         Section 5.09	 	No Material Adverse Change	 	54	 
	         Section 5.10	 	Tax Returns and Payments	 	54	 
	         Section 5.11	 	Title to Properties, etc.	 	54	 
	         Section 5.12	 	Lawful Operations, etc.	 	54	 
	         Section 5.13	 	Environmental Matters	 	55	 
	         Section 5.14	 	Compliance with ERISA	 	55	 
	         Section 5.15	 	Intellectual Property, etc.	 	56	 
	         Section 5.16	 	Investment Company Act, etc.	 	56	 
	         Section 5.17	 	Insurance	 	56	 
	         Section 5.18	 	Burdensome Contracts; Labor Relations	 	56	 
	         Section 5.19	 	Security Interests	 	56	 
	         Section 5.20	 	True and Complete Disclosure	 	57	 
	         Section 5.21	 	Defaults	 	57	 
	         Section 5.22	 	Anti-Terrorism Law Compliance	 	57	 
	 

	ARTICLE VI.	 	AFFIRMATIVE COVENANTS	 	57	 
	         Section 6.01	 	Reporting Requirements	 	57	 
	         Section 6.02	 	Books, Records and Inspections	 	60	 
	         Section 6.03	 	Insurance	 	60	 
	         Section 6.04	 	Payment of Taxes and Claims	 	61	 
	         Section 6.05	 	Corporate Franchises	 	61	 
	         Section 6.06	 	Good Repair	 	61	 
	         Section 6.07	 	Compliance with Statutes, etc.	 	61	 
	         Section 6.08	 	Compliance with Environmental Laws	 	61	 



ii










TABLE OF CONTENTS
(Continued)


			Page
	         Section 6.09	 	Certain Subsidiaries to Join in Subsidiary Guaranty	 	62	 
	         Section 6.10	 	Additional Security; Further Assurances	 	63	 
	         Section 6.11	 	Most Favored Covenant Status	 	64	 
	         Section 6.12	 	Fiscal Years, Fiscal Quarters	 	64	 
	         Section 6.13	 	Senior Debt	 	64	 
	 

	ARTICLE VII.	 	NEGATIVE COVENANTS	 	64	 
	         Section 7.01	 	Changes in Business	 	64	 
	         Section 7.02	 	Consolidation, Merger, Acquisitions, Asset Sales, etc.	 	64	 
	         Section 7.03	 	Liens	 	65	 
	         Section 7.04	 	Indebtedness	 	66	 
	         Section 7.05	 	Investments and Guaranty Obligations	 	67	 
	         Section 7.06	 	Restricted Payments	 	68	 
	         Section 7.07	 	Financial Covenants	 	69	 
	         Section 7.08	 	Limitation on Certain Restrictive Agreements	 	69	 
	         Section 7.09	 	Amendments to Material Indebtedness Agreements	 	69	 
	         Section 7.10	 	Transactions with Affiliates	 	70	 
	         Section 7.11	 	Plan Terminations, Minimum Funding, etc.	 	70	 
	         Section 7.12	 	Prepayments and Refinancings of Other Debt, etc.	 	70	 
	         Section 7.13	 	Anti-Terrorism Laws	 	70	 
	 

	ARTICLE VIII.	 	EVENTS OF DEFAULT	 	71	 
	         Section 8.01	 	Events of Default	 	71	 
	         Section 8.02	 	Remedies	 	72	 
	         Section 8.03	 	Application of Certain Payments and Proceeds	 	73	 
	 

	ARTICLE IX.	 	THE ADMINISTRATIVE AGENT	 	74	 
	         Section 9.01	 	Appointment	 	74	 
	         Section 9.02	 	Delegation of Duties	 	74	 
	         Section 9.03	 	Exculpatory Provisions	 	74	 
	         Section 9.04	 	Reliance by Administrative Agent	 	75	 
	         Section 9.05	 	Notice of Default	 	75	 
	         Section 9.06	 	Non-Reliance	 	75	 
	         Section 9.07	 	No Reliance on Administrative Agent's Customer Identification Program	 	76	 
	         Section 9.08	 	USA Patriot Act	 	76	 



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TABLE OF CONTENTS
(Continued)




			Page
	         Section 9.09	 	Indemnification	 	76	 
	         Section 9.10	 	The Administrative Agent in Individual Capacity	 	77	 
	         Section 9.11	 	Successor Administrative Agent	 	77	 
	         Section 9.12	 	Other Agents	 	77	 
	 

	ARTICLE X.	 	GUARANTY	 	78	 
	         Section 10.01	 	Guaranty by the Borrower	 	78	 
	         Section 10.02	 	Additional Undertaking	 	78	 
	         Section 10.03	 	Guaranty Unconditional	 	78	 
	         Section 10.04	 	Borrowers Obligations to Remain in Effect; Restoration	 	79	 
	         Section 10.05	 	Waiver of Acceptance, etc.	 	79	 
	         Section 10.06	 	Subrogation	 	79	 
	         Section 10.07	 	Effect of Stay	 	79	 
	 

	ARTICLE XI.	 	MISCELLANEOUS	 	80	 
	         Section 11.01	 	Payment of Expenses etc.	 	80	 
	         Section 11.02	 	Indemnification	 	80	 
	         Section 11.03	 	Right of Setoff	 	81	 
	         Section 11.04	 	Equalization	 	81	 
	         Section 11.05	 	Notices	 	81	 
	         Section 11.06	 	Successors and Assigns	 	82	 
	         Section 11.07	 	No Waiver; Remedies Cumulative	 	85	 
	         Section 11.08	 	Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial	 	85	 
	         Section 11.09	 	Counterparts	 	86	 
	         Section 11.10	 	Integration	 	86	 
	         Section 11.11	 	Headings Descriptive	 	87	 
	         Section 11.12	 	Amendment or Waiver	 	87	 
	         Section 11.13	 	Survival of Indemnities	 	89	 
	         Section 11.14	 	Domicile of Loans	 	89	 
	         Section 11.15	 	Confidentiality	 	89	 
	         Section 11.16	 	Limitations on Liability of the LC Issuers	 	90	 
	         Section 11.17	 	General Limitation of Liability	 	90	 
	         Section 11.18	 	No Duty	 	91	 
	         Section 11.19	 	Lenders and Agent Not Fiduciary to Borrowers, etc.	 	91	 



iv











TABLE OF CONTENTS
(Continued)



			Page
	         Section 11.20	 	Survival of Representations and Warranties	 	91	 
	         Section 11.21	 	Severability	 	91	 
	         Section 11.22	 	Independence of Covenants	 	91	 
	         Section 11.23	 	Interest Rate Limitation	 	92	 
	         Section 11.24	 	USA Patriot Act	 	92	 
	










EXHIBITS 


	         Exhibit A-1	 	Form of Revolving Facility Note	 	106	 
	         Exhibit A-2	 	Form of Swing Line Note	   	110
	         Exhibit A-3	 	Form of Term Note	 	114
	         Exhibit B-1	 	Form of Notice of Borrowing	 	117
	         Exhibit B-2	 	Form of Notice of Continuation or Conversion	 	120
	         Exhibit B-3	 	Form of LC Request	 	122
	         Exhibit C-1	 	Form of Subsidiary Guaranty	 	124
	         Exhibit C-2	 	Form of Pledge and Security Agreement	 	125
	         Exhibit D	 	Form of Compliance Certificate	 	126
	         Exhibit E	 	Form of Closing Certificate	 	128
	         Exhibit F	 	Form of Solvency Certificate	 	130
	         Exhibit G	 	Form of Assignment Agreement	 	132




v














EXECUTION VERSION  



        THIS
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 8, 2005, among the following: 



          		        (i)    
               GIBRALTAR INDUSTRIES, INC., a Delaware corporation (“GII”) and
               GIBRALTAR STEEL CORPORATION OF NEW YORK, a New York corporation
               (“GSNY,” and together with GII, the
               “Borrowers” and individually, each a
               “Borrower”); 



               



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



               



          		        (iii)    
               KEYBANK NATIONAL ASSOCIATION, a national banking association, as a Lender, an LC
               Issuer, the lead arranger (the “Lead Arranger”), the sole book
               runner, Swing Line Lender and administrative agent (the “Administrative
               Agent”); 



               







          		        (iv)    
               JPMORGAN CHASE BANK, N.A., a national banking association, as a Lender, LC
               Issuer and a co-syndication agent (a “Co-Syndication Agent”); 



               



          		        (v)    
               HARRIS N.A., a national banking association, as Lender and a Co-Syndication
               Agent; and 



               



          		        (vi)    
               HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association and
               MANUFACTURERS AND TRADERS TRUST COMPANY, a New York State banking corporation,
               each as a Lender and co-documentation agent (each a “Co-Documentation
               Agent” and collectively, the “Co-Documentation
               Agents”). 



               




RECITALS: 



             (1)    
          The Borrowers and certain lenders are parties to the Credit Agreement, dated as
          of April 1, 2005 (as amended, the “Original Credit Agreement”). 




             (2)    
          The Borrowers have requested that the Original Credit Agreement be amended and
          restated to add a new term loan facility thereto and to make certain other
          modifications. 




             (3)    
          Subject to and upon the terms and conditions set forth herein, the Lenders, the
          Swing Line Lender and each LC Issuer are willing to amend and restate the
          Original Credit Agreement, upon the terms and conditions set forth herein. 





AGREEMENT: 



        In
consideration of the premises and the mutual covenants contained herein, the parties
hereto agree as follows: 




ARTICLE I. 




DEFINITIONS; TERMS AND
GENERAL PROVISIONS 



        Section 1.01    Certain Defined
Terms.    As used herein, the following terms shall have the meanings herein specified
unless the context otherwise requires: 






















        “Acquisition”
means any transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (i) the acquisition of all or substantially all of the assets
of any Person, or any business or division of any Person, (ii) the acquisition or
ownership of in excess of 50% of the Equity Interest of any Person, or (iii) the
acquisition of another Person by a merger, consolidation, amalgamation or any other
combination with such Person. 



        “Additional
Security Document” has the meaning provided in Section 6.10(a). 



        “Adjusted
Eurodollar Rate” means with respect to each Interest Period for a Eurodollar
Loan, (i) the rate per annum equal to the offered rate appearing on the applicable
electronic page of Reuters (or on the appropriate page of any successor to or substitute
for such service, or, if such rate is not available, on the appropriate page of any
generally recognized financial information service, as selected by the Administrative
Agent from time to time) that displays an average British Bankers Association Interest
Settlement Rate at approximately 11:00 A.M. (London time) two Business Days prior to the
commencement of such Interest Period, for deposits in Dollars with a maturity comparable
to such Interest Period, divided (and rounded to the nearest 1/16th of 1%) by (ii) a
percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency, supplemental,
special or other reserves and without benefit of credits for proration, exceptions or
offsets that may be available from time to time) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D
(or any successor category of liabilities under Regulation D); provided,
however, that if the rate referred to in clause (i) above is not available at any
such time for any reason, then the rate referred to in clause (i) shall instead be the
interest rate per annum, as determined by the Administrative Agent, to be the average
(rounded to the nearest 1/16th of 1%) of the rates per annum at which deposits in Dollars
in an amount equal to the amount of such Eurodollar Loan are offered to major banks in the
London interbank market at approximately 11:00 A.M. (London time), two Business Days prior
to the commencement of such Interest Period, for contracts that would be entered into at
the commencement of such Interest Period for the same duration as such Interest Period. 



        “Administrative
Agent” has the meaning provided in the first paragraph of this Agreement and
includes any successor to the Administrative Agent appointed pursuant to Section 9.11. 



        “Administrative
Agent Fee Letter” means the Administrative Agent Fee Letter dated as of the
Closing Date between the Borrowers and the Administrative Agent. 



        “Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with such Person, or, in the
case of any Lender that is an investment fund, the investment advisor thereof and any
investment fund having the same investment advisor. A Person shall be deemed to control a
second Person if such first Person possesses, directly or indirectly, the power (i) to
vote 10% or more of the securities having ordinary voting power for the election of
directors or managers of such second Person or (ii) to direct or cause the direction of
the management and policies of such second Person, whether through the ownership of voting
securities, by contract or otherwise. Notwithstanding the foregoing, neither the
Administrative Agent nor any Lender shall in any event be considered an Affiliate of any
Borrower or any Borrower’s Subsidiaries. 



        “Affiliate
Transaction” has the meaning provided in Section 7.10. 



        “Aggregate Credit
Facility Exposure” means, at any time, the sum of (i) the Aggregate Revolving
Facility Exposure at such time, (ii) the aggregate principal amount of Swing Loans
outstanding at such time, and (iii) the aggregate principal amount of the Term Loans
outstanding at such time. 




2 




















        “Aggregate
Revolving Facility Exposure” means, at any time, the sum of (i) the principal
amounts of all Revolving Loans made by all Revolving Lenders and outstanding at such time
and (ii) the aggregate amount of the LC Outstandings at such time. 



        “Agreement”
means this Credit Agreement, as the same may from time to time be amended, restated,
supplemented or otherwise modified. 



        “Allocable
Amount” means, as of any date of determination, for either Borrower, the maximum
amount of liability that could be asserted against such Borrower under this Agreement with
respect to the applicable Borrower Payment without (i) rendering such Borrower
“insolvent” within the meaning of Section 101(31) of the Bankruptcy Code or
Section 2 of either the Uniform Fraudulent Transfer Act (as in effect in any applicable
State, the “UFTA”) or the Uniform Fraudulent Conveyance Act (as in effect
in any applicable State, the “UFCA”), (ii) leaving such Borrower
with unreasonably small capital, within the meaning of Section 548 of the Bankruptcy Code
or Section 4 of the UFTA or Section 5 of the UFCA, or (iii) leaving such Borrower
unable to pay its debts as they become due within the meaning of Section 548 of the
Bankruptcy Code or Section 4 of the UFTA or Section 6 of the UFCA. 



        “AMICO”
means Alabama Metal Industries Corporation, a Delaware corporation. 



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




      
“Applicable Facility Fee Rate” means, 



             (i)    
          Initially, until changed hereunder in accordance with the provisions set forth
          in this definition, the Applicable Facility Fee Rate shall be 35.0 basis points; 




             (ii)    
          Commencing with the fiscal quarter of the Borrower ended on December 31,
          2005, and continuing with each fiscal quarter thereafter, the Administrative
          Agent shall determine the Applicable Facility Fee Rate in accordance with the
          following matrix, based on the Total Leverage Ratio: 





	

	Total Leverage Ratio	 	Applicable Facility Fee Rate	 
	

	Greater than 3.75 to 1.00	 	65.0 bps	 
	

	Greater than 3.25 to 1.00 but less than or	 	50.0 bps	 
	equal to 3.75 to 1.00	 
	

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

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

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

	Greater than 1.25 to 1.00 but less than or	 	20.0 bps	 
	equal to 1.75 to 1.00	 
	

	Less than or equal to 1.25 to 1.00	 	17.5 bps	 
	






3 




















             (iii)    
          Changes in the Applicable Facility Fee Rate based upon changes in the Total
          Leverage Ratio shall become effective on the first day of the month following
          each Financial Statement Due Date, based upon the Total Leverage Ratio in effect
          at the end of the applicable period covered (in whole or in part) by the
          financial statements to be delivered by the applicable Financial Statement Due
          Date. Notwithstanding the foregoing, during any period when the Borrower
          Representative has failed to timely deliver the consolidated financial
          statements referred to in Section 6.01(a) or (b), accompanied by the certificate
          and calculations referred to in Section 6.01(c), the Applicable Facility Fee
          Rate shall be the highest number of basis points indicated therefor in the above
          matrix, regardless of the Total Leverage Ratio at such time. 




        “Applicable
Lending Office” means, with respect to each Revolving Lender, the office
designated by such Lender to the Administrative Agent as such Lender’s lending office
for all purposes of this Agreement. A lender may have a different Applicable Lending
Office for Base Rate Loans and Eurodollar Loans. 



        “Applicable
Margin” means, with respect to the Revolving Facility: 



             (i)    
          Initially, until changed hereunder in accordance with the following provisions,
          the Applicable Margin shall be (A) 0 basis points for Base Rate Loans, and (B)
          115.0 basis points for Eurodollar Loans; 




             (ii)    
          Commencing with the fiscal quarter of the Borrowers ended on December 31,
          2005, and continuing with each fiscal quarter thereafter, the Administrative
          Agent shall determine the Applicable Margin in accordance with the following
          matrix, based on the Total Leverage Ratio: 



	

	Total Leverage Ratio	 	Revolving Facility –
Applicable Margin for
Base Rate Loans	 	Revolving Facility –
Applicable Margin for
Eurdollar Loans	 
	

	Greater than 3.75 to 1.00	 	0 bps	 	160.0 bps	 
	

	Greater than 3.25 to 1.00 but	 	0 bps	 	137.5 bps	 
	less than or equal to 3.75 to 1.00	 
	

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

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

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

	Greater than 1.25 to 1.00 but	 	0 bps	 	67.5 bps	 
	less than or equal to 1.75 to 1.00	 
	

	Less than or equal to 1.25 to 1.00	 	0 bps	 	57.5 bps	 
	






4 



















             (iii)    
          Changes in the Applicable Margin based upon changes in the Total Leverage Ratio
          shall become effective on the first day of the month following each Financial
          Statement Due Date based upon the Total Leverage Ratio in effect at the end of
          the applicable period covered (in whole or in part) by the financial statements
          to be delivered by the applicable Financial Statement Due Date. Notwithstanding
          the foregoing provisions, during any period when (A) the Borrower Representative
          has failed to timely deliver their consolidated financial statements referred to
          in Section 6.01(a) or (b), accompanied by the certificate and calculations
          referred to in Section 6.01(c) or (B) a Default under Section 8.01(a) has
          occurred and is continuing, the Applicable Margin shall be the highest number of
          basis points indicated therefor in the above matrix, regardless of the Total
          Leverage Ratio at such time. 




        “Applicable
Term Loan Margin” means, with respect to the Term Loan Facility: 



             (i)    
          Initially, until changed hereunder in accordance with the following provisions,
          the Applicable Term Loan Margin shall be (A) 0 basis points for Base Rate Loans,
          and (B) 175.0 basis points for Eurodollar Loans; 




             (ii)    
          Commencing with the fiscal quarter of the Borrowers ended on September 30, 2006,
          and continuing with each fiscal quarter thereafter, the Administrative Agent
          shall determine the Applicable Term Loan Margin in accordance with the following
          matrix, based on the Total Leverage Ratio: 





	

	Total Leverage Ratio	 	Term Loan Facility –
Applicable Term Loan
Margin for Base Rate
Loans	 	Term Loan Facility –
Applicable Term Loan
Margin for Eurdollar
Loans	 
	

	Greater than or equal to 2.50 to 1.00	 	0 bps	 	175.0 bps	 
	

	Less than 2.50 to 1.00	 	0 bps	 	150.0 bps	 
	







             (iii)    
          Changes in the Applicable Term Loan Margin based upon changes in the Total
          Leverage Ratio shall become effective on the first day of the month following
          each Financial Statement Due Date based upon the Total Leverage Ratio in effect
          at the end of the applicable period covered (in whole or in part) by the
          financial statements to be delivered by the applicable Financial Statement Due
          Date. Notwithstanding the foregoing provisions, during any period when (A) the
          Borrower Representative has failed to timely deliver their consolidated
          financial statements referred to in Section 6.01(a) or (b), accompanied by the
          certificate and calculations referred to in Section 6.01(c) or (B) a Default
          under Section 8.01(a) has occurred and is continuing, the Applicable Term Loan
          Margin shall be the highest number of basis points indicated therefor in the
          above matrix, regardless of the Total Leverage Ratio at such time. 




        “Approved
Bank” has the meaning provided in subpart (ii) of the definition of “Cash
Equivalents.” 



        “Approved
Fund” means a fund that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit and that is administered or
managed by a Lender or an Affiliate of a Lender, or by an entity or an Affiliate of any
entity that administers or manages a Lender. 



5 



















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



        “Assignment
Agreement” means an Assignment Agreement substantially in the form of
Exhibit G hereto. 



        “Authorized
Officer” means (i) with respect to a Borrower or the Borrower Representative, any
of the following officers of such Borrower or the Borrower Representative, as applicable:
the Chairman, the President, any Vice President, the Chief Executive Officer, the Chief
Financial Officer, the Treasurer, the Assistant Treasurer or the Controller, or such other
Person as is authorized in writing to act on behalf of such Borrower or the Borrower
Representative, as applicable, and is acceptable to the Administrative Agent; and (ii)
with respect to any other Loan Party, the President, any Vice President, the Chief
Financial Officer or the Treasurer of such Loan Party, or such other Person as is
authorized in writing to act on behalf of such Loan Party and is acceptable to the
Administrative Agent. Unless otherwise qualified, all references herein to an Authorized
Officer shall refer to an Authorized Officer of the Borrower Representative. 



        “Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy,”
as now or hereafter in effect, or any successor thereto, as hereafter amended. 



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



        “Base
Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate in
effect from time to time. 



        “Benefited
Creditors” means, with respect to the Borrower Guaranteed Obligations pursuant to
Article X, each of the Administrative Agent, the Lenders, each LC Issuer and the
Swing Line Lender and each Designated Hedge Creditor, and the respective successors and
assigns of each of the foregoing. 



        “Borrower”
and “Borrowers” have the meaning specified in the first paragraph of this
Agreement. 



        “Borrower
Guaranteed Obligations” has the meaning provided in Section 10.01. 



        “Borrower Payment”
has the meaning provided in Section 1.07. 



        “Borrower
Representative” means GII in its capacity as Borrower Representative pursuant to
Section 1.05. 



        “Borrowing”
means a Revolving Borrowing, a Term Borrowing or the incurrence of a Swing Loan. 



6 



















        “Bridge
Loan Agreement” means the Term Loan Agreement, dated as of October 3, 2005, by
and among the Borrowers, KeyBank National Association, as a lender, the administrative
agent and lead arranger and the other lenders named therein. 



        “Business
Day” means (i) any day other than Saturday, Sunday or any other day on which
commercial banks in Cleveland, Ohio are authorized or required by law to close and (ii)
with respect to any matters relating to Eurodollar Loans, any day on which dealings in
U.S. Dollars are carried on in the London interbank market. 



        “Capital
Distribution” means a payment made, liability incurred or other consideration
given for the purchase, acquisition, repurchase, redemption or retirement of any Equity
Interest of any Borrower or any Subsidiary or as a dividend, return of capital or other
distribution in respect of any of such Borrower’s or such Subsidiary’s Equity
Interest. 



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



        “Capitalized
Lease Obligations” means all obligations under Capital Leases of the Borrowers or
any of their Subsidiaries, without duplication, in each case taken at the amount thereof
accounted for as liabilities identified as “capital lease obligations” (or any
similar words) on a consolidated balance sheet of the Borrowers and their Subsidiaries
prepared in accordance with GAAP. 



        “Cash
Dividend” means a Capital Distribution of GII payable in cash to the shareholders
of the GII with respect to any class or series of Equity Interest of the Borrower. 



        “Cash
Equivalents” means any of the following: 



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



               



          		        (ii)    
               U.S. dollar denominated time deposits, certificates of deposit and bankers’
               acceptances of (x) any Lender, (y) any domestic commercial bank of recognized
               standing having capital and surplus in excess of $500,000,000 or (z) any bank
               (or the parent company of such bank) whose short-term commercial paper rating
               from S&P is at least A-1, A-2 or the equivalent thereof or from Moody’s
               is at least P-1, P-2 or the equivalent thereof (any such bank, an
               “Approved Bank”), in each case with maturities of not more than
               180 days from the date of acquisition; 



               



          		        (iii)    
               commercial paper issued by any Lender or Approved Bank or by the parent company
               of any Lender or Approved Bank and commercial paper issued by, or guaranteed by,
               any industrial or financial company with a short-term commercial paper rating of
               at least A-1 or the equivalent thereof by S&P or at least P-1 or the
               equivalent thereof by Moody’s, or guaranteed by any industrial company with
               a long-term unsecured debt rating of at least A or A2, or the equivalent of each
               thereof, from S&P or Moody’s, as the case may be, and in each case
               maturing within 180 days after the date of acquisition; 



               



7 




















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



               



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



               



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



               



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



               



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



               



        “Cash
Proceeds” means, with respect to (i) any Asset Sale, the aggregate cash payments
(including any cash received by way of deferred payment pursuant to a note receivable
issued in connection with such Asset Sale, other than the portion of such deferred payment
constituting interest, but only as and when so received) received by any Borrower or any
Subsidiary from such Asset Sale, and (ii) any Event of Loss, the aggregate cash payments,
including all insurance proceeds and proceeds of any award for condemnation or taking,
received in connection with such Event of Loss. 



        “CERCLA”
means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as the same may be amended from time to time, 42 U.S.C. § 9601 et seq. 



        “Change
of Control” means (i) the occupation of a majority of the seats (other than
vacant seats) on the board of directors of GII by Persons who were neither
(A) nominated by the Board of Directors of GII nor (B) appointed by directors so
nominated; (ii) the acquisition of, or, if earlier, the shareholder or director approval
of the acquisition of, ownership or voting control, directly or indirectly, beneficially
or of record, on or after the Closing Date, by any Person or group (within the meaning of
Rule 13d-3 of the SEC under the 1934 Act, as then in effect), of shares representing more
than 50% of the aggregate ordinary Voting Power represented by the issued and outstanding
capital stock of GII; or (iii) the occurrence of a change in control, or other similar
provision, under or with respect to any Material Indebtedness Agreement. 



        “Charges”
has the meaning provided in Section 11.23. 



        “CIP
Regulations” has the meaning provided in Section 9.07. 



        “Claims”
has the meaning set forth in the definition of “Environmental Claims.” 



        “Class,” when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans, Term Loans or Swingline Loans and, when
used in reference to any Commitment, refers to whether such Commitment is a Revolving
Commitment, Term Commitment or Swing Line Commitment, in each case, under this Agreement
as originally in effect or as amended in accordance with the terms hereof pursuant to
Section 11.12(e). 



        “Closing
Date” means December 8, 2005. 



8 



















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



        “Collateral”
means the “Collateral” as defined in the Security Agreement, together with any
other collateral (whether real property or personal property) covered by any Security
Document. 



        “Collateral
Assignment Agreements” has the meaning specified in the Security Agreement. 



        “Commitment”
means with respect to each Lender, (i) its Revolving Commitment, if any, or (ii) its Term
Commitment, if any, or, in the case of any such Lender, all of such Commitments and any
Commitment to make Term Loans of a new Class extended by such Lender as provided in
Section 11.12(e). 



        “Commodities
Hedge Agreement” means a commodities contract purchased by any Borrower or any
Subsidiary in the ordinary course of business, and not for speculative purposes, with
respect to raw materials necessary to the manufacturing or production of goods in
connection with the business of the Borrowers and their Subsidiaries. 



        “Compliance
Certificate” has the meaning provided in Section 6.01(c). 



        “Confidential
Information” has the meaning provided in Section 11.15(b). 



        “Consideration”
means, in connection with an Acquisition, the aggregate consideration paid, including
borrowed funds, cash, the issuance of securities or notes, the assumption or incurring of
liabilities (direct or contingent), the payment of consulting fees (excluding any fees
payable to any investment banker in connection with such Acquisition) or fees for a
covenant not to compete and any other consideration paid for the purchase. 



        “Consolidated
Capital Expenditures” means, for any period, the aggregate of all expenditures
(whether paid in cash or accrued as liabilities and including in all events amounts
expended or capitalized under Capital Leases and Synthetic Leases but excluding any amount
representing capitalized interest) by the Borrowers and their Subsidiaries during that
period that, in conformity with GAAP, are or are required to be included in the property,
plant or equipment reflected in the consolidated balance sheet of the Borrowers and their
Subsidiaries. 



        “Consolidated
Depreciation and Amortization Expense” means, for any period, all depreciation
and amortization expenses of the Borrowers and their Subsidiaries, all as determined for
the Borrowers and their Subsidiaries on a consolidated basis in accordance with GAAP. 



        “Consolidated
EBIT” means, for any period, Consolidated Net Income for such period; plus
(A) the sum of the amounts for such period included in determining such Consolidated
Net Income of (without duplication) (i) Consolidated Interest Expense,
(ii) Consolidated Income Tax Expense, (iii) extraordinary and other non-recurring
non-cash losses and charges, and (iv) the Prudential Make-Whole Amounts, less (B)
gains on sales of assets and other extraordinary gains and other non-recurring gains;
provided that, notwithstanding anything to the contrary contained herein,
the Borrowers’ Consolidated EBIT for any Testing Period shall (x) include the
appropriate financial items for any Person or business unit that has been acquired by a
Borrower for any portion of such Testing Period prior to the date of acquisition on a
pro forma basis (but excluding anticipated operating synergies), and
(y) exclude the appropriate financial items for any Person or business unit that has
been disposed of by a Borrower, for the portion of such Testing Period prior to the date
of disposition, in the case of clauses (x) and (y), subject to the Administrative
Agent’s reasonable discretion and supporting documentation acceptable to the
Administrative Agent. 



9 



















        “Consolidated
EBITDA” means, for any period, Consolidated EBIT for such period, plus
Consolidated Depreciation and Amortization Expense, as determined for the Borrowers and
their Subsidiaries on a consolidated basis in accordance with GAAP; provided that,
notwithstanding anything to the contrary contained herein, the Borrowers’
Consolidated EBITDA for any Testing Period shall (x) include the appropriate financial
items for any Person or business unit that has been acquired by a Borrower for any portion
of such Testing Period prior to the date of acquisition on a pro forma basis (but
excluding anticipated operating synergies), and (y) exclude the appropriate financial
items for any Person or business unit that has been disposed of by a Borrower, for the
portion of such Testing Period prior to the date of disposition, in the case of clauses
(x) and (y), subject to the Administrative Agent’s reasonable discretion and
supporting documentation acceptable to the Administrative Agent. 



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



        “Consolidated
Interest Expense” means, for any period, total interest expense (including,
without limitation, that which is capitalized and that which is attributable to Capital
Leases or Synthetic Leases) of the Borrowers and their Subsidiaries on a consolidated
basis with respect to all outstanding indebtedness of the Borrowers and their
Subsidiaries, including, without limitation, all commissions, discounts and other fees and
charges owed with respect to letters of credit and net costs under hedge agreements. 



        “Consolidated
Net Income” means for any period, the net income (or loss) of the Borrowers and
their Subsidiaries on a consolidated basis for such period taken as a single accounting
period determined in conformity with GAAP. 



        “Consolidated
Net Working Capital” means current assets (excluding cash and Cash Equivalents),
minus current liabilities, all as determined for the Borrowers and their
Subsidiaries on a consolidated basis in accordance with GAAP. 



        “Consolidated
Net Worth” means at any time, all amounts that, in conformity with GAAP, would be
included under the caption “total stockholders’ equity” (or any like
caption) on a consolidated balance sheet of the Borrowers at such time. 



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



        “Continue,”
“Continuation” and “Continued” each refers to a
continuation of a Eurodollar Loan for an additional Interest Period as provided in Section
2.10. 



        “Control
Agreements” has the meaning set forth in the Security Agreement. 



        “Convert,”
“Conversion” and “Converted” each refers to a conversion
of Loans of one Type into Loans of another Type. 



10 



















        “Credit
Event” means the making of any Borrowing, any Conversion or Continuation or any
LC Issuance. 



        “Credit
Facility” means the credit facility established under this Agreement pursuant to
which (i) the Revolving Lenders shall make Revolving Loans to the Borrowers, and
shall participate in LC Issuances, under the Revolving Facility pursuant to the Revolving
Commitment of each such Revolving Lender, (ii) each Term Lender shall make a Term Loan to
the Borrowers pursuant to such Term Commitment of such Term Lender, (iii) the Swing Line
Lender shall make Swing Loans to the Borrowers under the Swing Line Facility pursuant to
the Swing Line Commitment, and (iv) each LC Issuer shall issue Letters of Credit for the
account of the LC Obligors in accordance with the terms of this Agreement. 



        “Credit
Facility Exposure” means, for any Lender at any time, the sum of (i) such
Lender’s Revolving Facility Exposure at such time, if any, (ii) in the case of
the Swing Line Lender, the aggregate principal amount of Swing Loans outstanding at such
time, and (iii) the outstanding aggregate principal amount of the Term Loan made by such
Lender, if any. 



        “Default”
means any event, act or condition that with notice or lapse of time, or both, would
constitute an Event of Default. 



        “Default
Rate” means, for any day, with respect to any Loan, a rate per annum equal to 2%
per annum above the interest rate that would be applicable to Revolving Loans that are
Base Rate Loans pursuant to section 2.09(a)(i). 



        “Designated
Hedge Agreement” means any Hedge Agreement (other than a Commodities Hedge
Agreement) to which any Borrower or any Subsidiary is a party and as to which a Lender or
any of its Affiliates is a counterparty that, pursuant to a written instrument signed by
the Administrative Agent, has been designated as a Designated Hedge Agreement so that such
Borrower’s or such Subsidiary’s counterparty’s credit exposure thereunder
will be entitled to share in the benefits of the Subsidiary Guaranty and the Security
Documents to the extent the Subsidiary Guaranty and such Security Documents provide
guarantees or security for creditors of any Borrower or any Subsidiary under Designated
Hedge Agreements. 



        “Designated
Hedge Creditor” means each Lender or Affiliate of a Lender that participates as a
counterparty to any Loan Party pursuant to any Designated Hedge Agreement with such Lender
or Affiliate of such Lender. 



        “Dollars,”
“U.S. Dollars” and the sign “$” each means lawful money
of the United States. 



        “Domestic
Loan Party” means any Borrower or any Subsidiary Guarantor. 



        “Domestic Subsidiary”
means any Subsidiary organized under the laws of the United States of America, any State
thereof, or the District of Columbia. 



        “Eligible
Assignee” means (i) a Lender, (ii) an Affiliate of a Lender,
(iii) an Approved Fund, and (iv) any other Person (other than a natural Person)
approved by (A) the Administrative Agent, (B) each LC Issuer (but only in the case of
any assignment with respect to the Revolving Facility), and (C) unless an Event of Default
has occurred and is continuing, the Borrower Representative (but only in the case of any
assignment with respect to the Revolving Facility), each such approval not to be
unreasonably withheld or delayed; provided, however, that notwithstanding the
foregoing, “Eligible Assignee” shall not include the Borrowers or any of
their Affiliates or Subsidiaries. 



11 



















        “Environmental
Claims” means any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of non-compliance or violation,
investigations or proceedings relating in any way to any Environmental Law or any permit
issued under any such law (hereafter “Claims”), including, without
limitation, (i) any and all Claims by any Governmental Authority for enforcement, cleanup,
removal, response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (ii) any and all Claims by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief resulting
from the storage, treatment or Release (as defined in CERCLA) of any Hazardous Materials
or arising from alleged injury or threat of injury to health, safety or the environment. 



        “Environmental
Law” means any applicable Federal, state, foreign or local statute, law, rule,
regulation, ordinance, code, binding and enforceable guideline, binding and enforceable
written policy and rule of common law now or hereafter in effect and in each case as
amended, and any binding and enforceable judicial or administrative interpretation
thereof, including any judicial or administrative order, consent, decree or judgment
issued to or rendered against any Borrower or any Subsidiary relating to the environment,
employee health and safety or Hazardous Materials, including, without limitation, CERCLA;
RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.;
the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act,
42 U.S.C. § 300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. §
2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986,
42 U.S.C. § 11001 et seq., the Hazardous Material Transportation Act, 49
U.S.C. § 5101 et seq. and the Occupational Safety and Health Act, 29
U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to
Hazardous Materials); and any state and local or foreign counterparts or equivalents, in
each case as amended from time to time. 



        “Equity
Interest” means with respect to any Person, any and all shares, interests,
participations or other equivalents, including membership interests (however designated,
whether voting or non-voting) of equity of such Person, including, if such Person is a
partnership, partnership interests (whether general or limited) or any other interest or
participation that confers on a Person the right to receive a share of the profits and
losses of, or distributions of assets of, such partnership, but in no event will Equity
Interest include any debt securities convertible or exchangeable into equity unless and
until actually converted or exchanged. 



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



        “ERISA
Affiliate” means each Person (as defined in Section 3(9) of ERISA), which
together with a Borrower or a Subsidiary, would be deemed to be a “single
employer” (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code or
Section 4001(a)(14) or 4001(b)(i) of ERISA or (ii) as a result of any Borrower or a
Subsidiary of any Borrower being or having been a general partner of such Person. 



        “Eurodollar
Loan” means each Loan bearing interest at a rate based upon the Adjusted
Eurodollar Rate. 



        “Event
of Default” has the meaning provided in Section 8.01. 



        “Event of
Loss” means, with respect to any property, (i) the actual or constructive total
loss of such property or the use thereof, resulting from destruction, damage beyond
repair, or the rendition of such property permanently unfit for normal use from any
casualty or similar occurrence whatsoever, (ii) the destruction or damage of a portion of
such property from any casualty or similar occurrence whatsoever under circumstances in
which such damage cannot reasonably be expected to be repaired, or such property cannot
reasonably be expected to be restored to its condition immediately prior to such
destruction or damage, within 90 days after the occurrence of such destruction or damage,
(iii) the condemnation, confiscation or seizure of, or requisition of title to or use of,
any property, or (iv) in the case of any property located upon a leasehold, the
termination or expiration of such leasehold. 



12 



















        “Excess
Cash Flow” means, for any period, the excess of (i) Consolidated EBITDA for such
period, over (ii) the sum for such period of (A) Consolidated Interest Expense, (B)
Consolidated Income Tax Expense, (C) Consolidated Capital Expenditures, (D) the increase
(or decrease), if any, in Consolidated Net Working Capital, (E) scheduled or mandatory
repayments, prepayments or redemptions of the principal of Indebtedness so long as in the
case of any revolving credit facility there is a permanent reduction in the commitment
thereunder, (F) without duplication of any amount included under the preceding clause (E),
scheduled payments representing the principal portion of Capitalized Leases and Synthetic
Leases, and (G) Cash Dividends by GII paid in accordance with Section 7.06(c). 



        “Excess
Cash Flow Prepayment Amount” has the meaning provided in Section 2.13(c)(iv). 



        “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 



        “Facility Fees”
has the meaning provided in Section 2.11(a). 



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



        “Fees”
means all amounts payable pursuant to, or referred to in, Section 2.11, together with any
other fees payable pursuant to this Agreement or any other Loan Document. 



        “Financial
Statement Due Date” means, for the first three quarters of each fiscal year, each
date by which quarterly financial statements are required to be delivered pursuant to
Section 6.01(b), and for the last fiscal quarter of each fiscal year, the date by which
annual financial statements are required to be delivered pursuant to Section 6.01(a). 



        “Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 



        “GAAP”
means generally accepted accounting principles in the United States of America as in
effect from time to time. 



        “GII”
has the meaning specified in the first paragraph of this Agreement. 



        “GSNY”
has the meaning specified in the first paragraph of this Agreement. 



13 



















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



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



        “Hazardous
Materials” means (i) any petrochemical or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, urea formaldehyde foam
insulation, transformers or other equipment that contain dielectric fluid containing
levels of polychlorinated biphenyls, and radon gas; and (ii) any chemicals, materials or
substances defined as or included in the definition of “hazardous substances,”
“hazardous wastes,” “hazardous materials,” “restricted hazardous
materials,” “extremely hazardous wastes,” “restrictive hazardous
wastes,” “toxic substances,” “toxic pollutants,”
“contaminants” or “pollutants,” or words of similar meaning and
regulatory effect, under any applicable Environmental Law. 



        “Hedge
Agreement” means (i) any interest rate swap agreement, any interest rate cap
agreement, any interest rate collar agreement or other similar interest rate management
agreement or arrangement, (ii) any currency swap or option agreement, foreign
exchange contract, forward currency purchase agreement or similar currency management
agreement or arrangement or (iii) any Commodities Hedge Agreement. 



        “Indebtedness”
of any Person shall mean without duplication (i) all indebtedness of such Person for
borrowed money; (ii) all bonds, notes, debentures and similar debt securities of such
Person; (iii) the deferred purchase price of capital assets or services that in accordance
with GAAP would be shown on the liability side of the balance sheet of such Person; (iv)
the face amount of all letters of credit issued for the account of such Person and,
without duplication, all drafts drawn thereunder; (v) all obligations, contingent or
otherwise, of such Person in respect of bankers’ acceptances; (vi) all Indebtedness
of a second Person secured by any Lien on any property owned by such first Person, whether
or not such indebtedness has been assumed; (vii) all Capitalized Lease Obligations of such
Person; (viii) the present value, determined on the basis of the implicit interest rate,
of all basic rental obligations under all Synthetic Leases of such Person; (ix) all
obligations of such Person to pay a specified purchase price for goods or services whether
or not delivered or accepted, i.e., take-or-pay and similar obligations; (x) all
net obligations of such Person under Hedge Agreements; (xi) the full outstanding balance
of trade receivables, notes or other instruments sold with full recourse (and the portion
thereof subject to potential recourse, if sold with limited recourse), other than in any
such case any thereof sold solely for purposes of collection of delinquent accounts; (xii)
the stated value, or liquidation value if higher, of all Redeemable Stock of such Person;
and (xiii) all Guaranty Obligations of such Person (without duplication under clause
(vi)); provided, however that (x) neither trade payables nor other similar accrued
expenses, in each case arising in the ordinary course of business, nor obligations in
respect of insurance policies or performance or surety bonds that themselves are not
guarantees of Indebtedness (nor drafts, acceptances or similar instruments evidencing the
same nor obligations in respect of letters of credit supporting the payment of the same),
shall constitute Indebtedness; and (y) the Indebtedness of any Person shall in any event
include (without duplication) the Indebtedness of any other entity (including any general
partnership in which such Person is a general partner) to the extent such Person is liable
thereon as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide expressly that
such Person is not liable thereon. 



14 



















        “Indemnitees”
has the meaning provided in Section 11.02. 



        “Insolvency
Event” means, with respect to any Person, (i) the commencement of a voluntary
case by such Person under the Bankruptcy Code or the seeking of relief by such Person
under any bankruptcy or insolvency or analogous law in any jurisdiction outside of the
United States; (ii) the commencement of an involuntary case against such Person under the
Bankruptcy Code and the petition is not controverted within 10 days, or is not dismissed
within 90 days, after commencement of the case; (iii) a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the
property of such Person; (iv) such Person commences (including by way of applying for or
consenting to the appointment of, or the taking of possession by, a rehabilitator,
receiver, custodian, trustee, conservator or liquidator (collectively, a
“conservator”) of such Person or all or any substantial portion of its
property) any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency, liquidation, rehabilitation, conservatorship
or similar law of any jurisdiction whether now or hereafter in effect relating to such
Person; (v) any such proceeding of the type set forth in clause (iv) above is commenced
against such Person to the extent such proceeding is consented to by such Person or
remains undismissed for a period of 90 days; (vi) such Person is adjudicated insolvent or
bankrupt; (vii) any order of relief or other order approving any such case or proceeding
is entered; (viii) such Person suffers any appointment of any conservator or the like for
it or any substantial part of its property that continues undischarged or unstayed for a
period of 90 days; (ix) such Person makes a general assignment for the benefit of
creditors or generally does not pay its debts as such debts become due; or (x) any
corporate (or similar organizational) action is taken by such Person for the purpose of
effecting any of the foregoing. 



        “Interest
Coverage Ratio” means, for any Testing Period, the ratio of (i) Consolidated EBIT
to (ii) Consolidated Interest Expense. 



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



15 




















        “Investment”
means (i) any direct or indirect purchase or other acquisition by a Person of any Equity
Interest of any other Person; (ii) any loan, advance (other than deposits with
financial institutions available for withdrawal on demand) or extension of credit to,
guarantee or assumption of debt or purchase or other acquisition of any other Indebtedness
of, any Person by any other Person; or (iii) the purchase, acquisition or investment of or
in any stocks, bonds, mutual funds, notes, debentures or other securities, or any deposit
account, certificate of deposit or other investment of any kind. 



        “LC
Commitment Amount” means $25,000,000. 



        “LC Documents”
means, with respect to any Letter of Credit, any documents executed in connection with
such Letter of Credit, including the Letter of Credit itself. 



        “LC
Fee” means any of the fees payable pursuant to Section 2.11(b) or Section 2.11(c)
in respect of Letters of Credit. 



        “LC
Issuance” means the issuance of any Letter of Credit by any LC Issuer for the
account of an LC Obligor in accordance with the terms of this Agreement, and shall include
any amendment thereto that increases the Stated Amount thereof or extends the expiry date
of such Letter of Credit. 



        “LC
Issuer” means KeyBank National Association or any of its Affiliates, or, with
respect to any Letter of Credit, such other Revolving Lender that is requested by the
Borrowers and agrees to be an LC Issuer hereunder and is approved by the Administrative
Agent. 



        “LC
Obligor” means, with respect to each LC Issuance, the Borrower or the Subsidiary
Guarantor for whose account such Letter of Credit is issued. 



        “LC
Outstandings” means, at any time, the sum, without duplication, of (i) the
aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount
of all Unpaid Drawings with respect to Letters of Credit. 



        “LC
Participant” has the meaning provided in Section 2.05(g)(i). 



        “LC Participation”
has the meaning provided in Section 2.05(g). 



        “LC
Request” has the meaning provided in Section 2.05(b). 



        “Lead
Arranger” has the meaning provided in the first paragraph of this Agreement. 



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



        “Lender”
and “Lenders” have the meaning provided in the first paragraph of this
Agreement and includes any other Person that becomes a party hereto pursuant to an
Assignment Agreement, other than any such Person that ceases to be a party hereto pursuant
to an Assignment Agreement. Unless the context otherwise requires, the term
“Lenders” includes the Swing Line Lender. 



        “Lender
Register” has the meaning provided in Section 2.08(b). 



16 




















        “Letter of
Credit” means any Standby Letter of Credit issued by any LC Issuer under this
Agreement pursuant to Section 2.05 for the account of any LC Obligor. 



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



        “Loan”
means any Revolving Loan, Term Loan or Swing Loan. 



        “Loan
Documents” means this Agreement, the Notes, the Subsidiary Guaranty, the Security
Documents, the Administrative Agent Fee Letter, and each Letter of Credit and each other
LC Document. 



        “Loan
Party” means any Borrower or any Subsidiary Guarantor. 



        “Margin
Stock” has the meaning provided in Regulation U. 



        “Material
Adverse Effect” means any or all of the following: (i) any material adverse
effect on the business, operations, property, assets, liabilities, financial or other
condition or prospects of the Borrowers or the Borrowers and their Subsidiaries, taken as
a whole; (ii) any material adverse effect on the ability of the Borrowers or any other
material Loan Party to perform its obligations under any of the Loan Documents to which it
is a party; (iii) any material adverse effect on the ability of the Borrowers and their
Subsidiaries, taken as a whole, to pay their liabilities and obligations as they mature or
become due; or (iv) any material adverse effect on the validity, effectiveness or
enforceability, as against any Loan Party, of any of the Loan Documents to which it is a
party. 



        “Material
Indebtedness” means, as to the Borrowers or any of their Subsidiaries, any
particular Indebtedness of such Borrower or such Subsidiary (including any Guaranty
Obligations) in excess of the aggregate principal amount of $25,000,000, and shall at all
times include, but not be limited to, any Indebtedness incurred in connection with the
Subordinated Indenture. 



        “Material
Indebtedness Agreement” means any agreement governing or evidencing any Material
Indebtedness. 



        “Maximum
Rate” has the meaning provided in Section 11.23. 



        “Minimum Borrowing
Amount” means (i) with respect to any Base Rate Loan, $1,000,000, with minimum
increments thereafter of $500,000, (ii) with respect to any Eurodollar Loan, $10,000,000,
with minimum increments thereafter of $1,000,000, and (iii) with respect to Swing Loans,
$1,000,000, with minimum increments thereafter of $500,000. 



        “Moody’s”
means Moody’s Investors Service, Inc. and its successors. 



        “Multi-Employer
Plan” means a multi-employer plan, as defined in Section 4001(a)(3) of ERISA to
which the Borrowers or any Subsidiary 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 an employee benefit plan, other than a Multi-Employer Plan,
to which any Borrower or any Subsidiary or any ERISA Affiliate, and one or more employers
other than a Borrowers or a Subsidiary or an ERISA Affiliate, is making or accruing an
obligation to make contributions or, in the event that any such plan has been terminated,
to which a Borrower or a Subsidiary or an ERISA Affiliate made or accrued an obligation to
make contributions during any of the five plan years preceding the date of termination of
such plan. 




17




















        “Net
Cash Proceeds” means, with respect to (i) any Asset Sale, the Cash Proceeds
resulting therefrom net of (A) reasonable and customary expenses of sale incurred in
connection with such Asset Sale, and other reasonable and customary fees and expenses
incurred, and all state and local taxes paid or reasonably estimated to be payable by such
Person as a consequence of such Asset Sale and the payment of principal, premium and
interest of Indebtedness (other than the Obligations) secured by the asset which is the
subject of the Asset Sale and required to be, and which is, repaid under the terms thereof
as a result of such Asset Sale, and (B) incremental federal, state and local income taxes
paid or payable as a result thereof; and (ii) any Event of Loss, the Cash Proceeds
resulting therefrom net of (A) reasonable and customary expenses incurred in connection
with such Event of Loss, and local taxes paid or reasonably estimated to be payable by
such Person as a consequence of such Event of Loss and the payment of principal, premium
and interest of Indebtedness (other than the Obligations) secured by the asset which is
the subject of the Event of Loss and required to be, and which is, repaid under the terms
thereof as a result of such Event of Loss, and (B) incremental federal, state and local
income taxes paid or payable as a result thereof. 



        “1934
Act” means the Securities Exchange Act of 1934, as amended. 



        “Note”
means a Revolving Facility Note, a Term Note or a Swing Line Note, as applicable. 



        “Notice
of Borrowing” has the meaning provided in Section 2.06(b). 



        “Notice of
Continuation or Conversion” has the meaning provided in Section 2.10(b). 



        “Notice
of Swing Loan Refunding” has the meaning provided in Section 2.04(b). 



        “Notice Office”
means the office of the Administrative Agent at Key Tower, 127 Public Square, Cleveland,
Ohio 44114, Attention: Larry Brown (Telecopier No. (216) 689-5962; Telephone No.
(216) 689-4183); email: Larry_Brown@keybank.com, or such other office as the
Administrative Agent may designate in writing to the Borrower Representative from time to
time. 



        “Obligations”
means all amounts, indemnities and reimbursement obligations, direct or indirect,
contingent or absolute, of every type or description, and at any time existing, owing by
the Borrowers or any other Loan Party to the Administrative Agent, any Lender, the Swing
Line Lender or any LC Issuer pursuant to the terms of this Agreement or any other Loan
Document (including, but not limited to, interest and fees that accrue after the
commencement by or against any Loan Party of any insolvency proceeding, regardless of
whether allowed or allowable in such proceeding or subject to an automatic stay under
Section 362(a) of the Bankruptcy Code). 



        “Operating
Lease” as applied to any Person means any lease of any property (whether real,
personal or mixed) by that Person as lessee that, in conformity with GAAP, is not
accounted for as a Capital Lease on the balance sheet of that Person. 



        “Organizational
Documents” means, with respect to any Person (other than an individual), such
Person’s articles (certificate) of incorporation, or equivalent formation documents,
and regulations (bylaws), or equivalent governing documents, and, in the case of any
partnership, includes any partnership agreement and any amendments to any of the
foregoing. 



        “Original
Credit Agreement” has the meaning provided in the Recitals hereto. 



18 





















        “Payment
Office” means the office of the Administrative Agent at Key Tower, 127 Public
Square, Cleveland, Ohio 44114, Attention: Larry Brown (Telecopier No. (216)
689-5962; Telephone No. (216) 689-4183); email: Larry_Brown@keybank.com, or such other
office(s), as the Administrative Agent may designate to the Borrower Representative in
writing from time to time. 



        “PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of
ERISA, or any successor thereto. 



        “Permitted
Acquisition” means any Acquisition as to which all of the following conditions
are satisfied: 



          		
        (i)    
               such Acquisition involves a line or lines of business that will not
               substantially change the general nature of the business in which the Borrowers
               and their Subsidiaries, considered as an entirety, are engaged on the Closing
               Date. 



               



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



               



          		
        (iii)    
               the Borrowers would, after giving effect to such Acquisition, on a pro
               forma basis, be in compliance with the financial covenants set forth in
               Section 7.07; 



               



          		
        (iv)    
               the Borrowers would, after giving effect to such Acquisition, on a pro forma
               basis, have Post-Acquisition Liquidity of no less than $50,000,000; 



               



          		
        (v)    
               if (A) the Total Leverage Ratio as determined on a pro forma basis after
               giving effect to such Acquisition would be less than 3.50 to 1.00, the aggregate
               Consideration to be paid in connection with such Acquisition, together with the
               aggregate Consideration paid in connection with all other Permitted Acquisitions
               made within the same fiscal year as such Acquisition, shall not exceed
               $175,000,000, or (B) the Total Leverage Ratio as determined on a pro
               forma basis after giving effect to such Acquisition is greater than or equal
               to 3.50 to 1.00, the aggregate Consideration to be paid in connection with such
               Acquisition shall not exceed $75,000,000, and when together with the aggregate
               Consideration paid in connection with all other Permitted Acquisitions made
               within the same fiscal year as such Acquisition, shall not exceed $100,000,000;
               and 



               



          		
        (vi)    
               at least five Business Days prior to the completion of such Acquisition, the
               Borrowers shall have delivered to the Administrative Agent and the Lenders (A)
               in the case of any Acquisition in which the aggregate Consideration to be paid
               is in excess of $5,000,000 (or in the case of any Acquisition in which the
               Consideration to be paid, together with the aggregate Consideration paid in
               connection with all other Permitted Acquisitions made during the same fiscal
               quarter as such Acquisition, is in excess of the aggregate amount of
               $5,000,000), a certificate of an Authorized Officer demonstrating, in reasonable
               detail, the computation of the financial covenants referred to in Section 7.07
               on a pro forma basis as of the most recently ended fiscal quarter, and
               (B) in the case of any Acquisition in which the aggregate Consideration is in
               excess of $10,000,000, historical financial statements relating to the business
               or Person to be acquired, financial projections relating to the Borrowers and
               their Subsidiaries after giving effect to such Acquisition and such other
               information as the Administrative Agent may reasonably request. 



               



        “Permitted
Foreign Subsidiary Loans and Investments” means: (i) loans and investments by a
Loan Party to or in a Foreign Subsidiary made on or after the Closing Date in the ordinary
course of business, so long as the aggregate amount of all such loans and investments by
all Loan Parties does not, at any time, exceed $25,000,000; and (ii) loans to a
Foreign Subsidiary by any Person (other than the Borrowers or any of their respective
Subsidiaries), and any guaranty of such loans by a Loan Party, so long as the aggregate
principal amount of all such loans does not at any time exceed $25,000,000. 



19 





















        “Permitted
Lien” means any Lien permitted by Section 7.03. 



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



        “Plan”
means any Multi-Employer Plan or Single-Employer Plan. 



        “Post-Acquisition
Liquidity” means the sum of Unused Total Revolving Commitment and any
unencumbered cash balances of the Borrowers and their Subsidiaries. 



        “primary
Indebtedness” has the meaning provided in the definition of “Guaranty
Obligations.” 



        “primary
obligor” has the meaning provided in the definition of “Guaranty
Obligations.” 



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



        “Prudential
Debt” means the Indebtedness owed to The Prudential Insurance Company of America
and/or PruCo Life Insurance Company of America in connection with (i) the Senior Secured
Notes due June July 3, 2007 issued pursuant to the Note Purchase Agreement dated as of
June 28, 2002, (ii) the Senior Secured Notes due June 17, 2011 issued pursuant to the Note
Purchase Agreement dated as of June 18, 2004 and (iii) the Subordinated Notes due January
3, 2008 issued pursuant to the Subordinated Note Purchase Agreement dated as of July 3,
2002. 



        “Prudential
Make-Whole Amounts” means $6,752,765.74, which is the aggregate amount of the
make-whole amounts actually paid in connection with the prepayment of the Prudential Debt. 



        “Purchase
Date” has the meaning provided in Section 2.04(c). 



        “Quoted
Rate” means, with respect to any Swing Loan, the interest rate quoted to the
Borrower Representative by the Swing Line Lender and agreed to by the Borrower
Representative as being the interest rate applicable to such Swing Loan. 



        “RCRA”
means the Resource Conservation and Recovery Act, as the same may be amended from time to
time, 42 U.S.C. § 6901 et seq. 



        “Real
Property” of any Person means all of the right, title and interest of such Person
in and to land, improvements and fixtures, including Leaseholds. 



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



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



20





















        “Related
Parties” means, with respect to any Person, such Person’s Affiliates and the
directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates. 



        “Reportable
Event” means an event described in Section 4043 of ERISA or the regulations
thereunder with respect to a Plan, other than those events as to which the notice
requirement is waived under subsection .22, .23, .25, .27, .28, .29, .30, .31, .32, .34,
..35, .62, .63, .64, .65 or .67 of PBGC Regulation Section 4043. 



        “Required
Lenders” means Lenders whose Credit Facility Exposure and Unused Revolving
Commitments constitute at least 51% of the sum of the Aggregate Credit Facility Exposure
(other than Swing Loans) and the Unused Total Revolving Commitment. 



        “Required
Revolving Lenders” means Revolving Lenders whose Revolving Facility Exposure and
Unused Total Revolving Commitments constitute at least 51% of the sum of the Aggregate
Revolving Facility Exposure and the Unused Total Revolving Commitment. 



        “Required
Term Lenders” means Term Lenders whose outstanding Term Loans constitute at least
51% of the aggregate principal amount of all outstanding Term Loans. 



        “Restricted
Payment” means (i) any Capital Distribution; (ii) any amount paid by any Borrower
or any Subsidiary in repayment, redemption, retirement, repurchase, direct or indirect, of
any Subordinated Indebtedness, including, but not limited to, the Indebtedness incurred
pursuant to the notes issued in connection with the Subordinated Indenture; or (iii) the
exercise by the Borrower or any Subsidiary of any right of defeasance or covenant
defeasance or similar right with respect to any Subordinated Indebtedness, including but
not limited to the Indebtedness incurred pursuant to the notes issued in connection with
the Subordinated Indenture. 



        “Revolving
Borrowing” means the incurrence of Revolving Loans consisting of one Type of
Revolving Loan by the Borrowers from all of the Revolving Lenders on a pro rata
basis on a given date (or resulting from Conversions or Continuations on a given date),
having in the case of any Eurodollar Loans the same Interest Period. 



        “Revolving
Commitment” means, with respect to each Revolving Lender, the amount set forth
opposite such Revolving Lender’s name in Schedule 1 hereto as its
“Revolving Commitment,” or by an amendment to this Agreement pursuant to Section
11.12(e), or in the case of any Revolving Lender that becomes a party hereto pursuant to
an Assignment Agreement, the amount set forth in such Assignment Agreement, as such
commitment may be reduced from time to time pursuant to Section 2.12(c) or adjusted from
time to time as a result of assignments to or from such Revolving Lender pursuant to
Section 11.06. 



        “Revolving
Facility” means the credit facility established under Section 2.02 pursuant to
the Revolving Commitment of each Revolving Lender. 



        “Revolving
Facility Availability Period” means the period from the Closing Date until the
Revolving Facility Termination Date. 



        “Revolving
Facility Exposure” means, for any Revolving Lender at any time, the sum of (i)
the principal amount of Revolving Loans made by such Revolving Lender and outstanding at
such time, and (ii) such Revolving Lender’s share of the LC Outstandings at such
time. 



21 





















        “Revolving
Facility Note” means a promissory note substantially in the form of Exhibit
A-1 hereto. 



        “Revolving
Facility Percentage” means, at any time for any Revolving Lender, the percentage
obtained by dividing such Revolving Lender’s Revolving Commitment by the Total
Revolving Commitment, provided, however, that if the Total Revolving Commitment has
been terminated, the Revolving Facility Percentage for each Revolving Lender shall be
determined by dividing such Revolving Lender’s Revolving Commitment immediately prior
to such termination by the Total Revolving Commitment immediately prior to such
termination. The Revolving Facility Percentage of each Revolving Lender as of the Closing
Date is set forth on Schedule 1 hereto. 



        “Revolving
Facility Termination Date” means the earlier of (i) December 8, 2010, or
(ii) the date that the Commitments have been terminated pursuant to Section 8.02. 



        “Revolving
Lender” means any Lender that has a Revolving Commitment. 



        “Revolving Loan”
means, with respect to each Revolving Lender, any loan made by such Revolving Lender
pursuant to Section 2.02 or by an amendment to this Agreement pursuant to Section
11.12(e). 



        “Sale
and Lease-Back Transaction” means any arrangement with any Person providing for
the leasing by a Borrower or any Subsidiary of any property (except for temporary leases
for a term, including any renewal thereof, of not more than one year and except for leases
between Borrowers or between a Borrower and a Subsidiary or between Subsidiaries), which
property has been or is to be sold or transferred by such Borrower or such Subsidiary to
such Person. 



        “S&P”
means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and its
successors. 



        “Scheduled
Repayment” has the meaning provided in Section 2.13(b). 



        “SEC”
means the United States Securities and Exchange Commission. 



        “SEC
Regulation D” means Regulation D as promulgated under the Securities Act of 1933,
as amended, as the same may be in effect from time to time. 



        “Secured
Creditors” has the meaning provided in the Security Agreement. 



        “Security
Agreement” has the meaning provided in Section 4.01(iv). 



        “Security Documents”
means the Security Agreement, each Additional Security Document, any UCC financing
statement, any Control Agreement, any Collateral Assignment Agreement and any document
pursuant to which any Lien is granted or perfected by any Loan Party to the Administrative
Agent as security for any of the Obligations. 



        “Senior
Leverage Ratio” means, for any Testing Period, the ratio of (i) Consolidated
Total Funded Debt (other than Subordinated Indebtedness) to (ii) Consolidated EBITDA. 



        “Standard
Permitted Lien” means any of the following: (i) Liens for taxes not yet
delinquent or Liens for taxes, assessments or governmental charges being contested in good
faith and by appropriate proceedings for which adequate reserves in accordance with GAAP
have been established; (ii) Liens in respect of property or assets imposed by law that
were incurred in the ordinary course of business, such as carriers’, suppliers’,
warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens
arising in the ordinary course of business, that do not in the aggregate materially
detract from the value of such property or assets or materially impair the use thereof in
the operation of the business of the Borrowers or any of their Subsidiaries and do not
secure any Indebtedness; (iii) Liens created by this Agreement or the other Loan
Documents; (iv) Liens arising from judgments, decrees or attachments in circumstances not
constituting an Event of Default under Section 8.01(g); (v) Liens (other than any Lien
imposed by ERISA) incurred or deposits made in the ordinary course of business in
connection with workers compensation, unemployment insurance and other types of social
security, and mechanic’s Liens, carrier’s Liens, and other Liens to secure the
performance of tenders, statutory obligations, contract bids, government contracts,
surety, appeal, customs, performance and return-of-money bonds and other similar
obligations, incurred in the ordinary course of business (exclusive of obligations in
respect of the payment for borrowed money), whether pursuant to statutory requirements,
common law or consensual arrangements; (vi) leases or subleases granted in the ordinary
course of business to others not interfering in any material respect with the business of
the Borrowers or any of their Subsidiaries and any interest or title of a lessor under any
lease not in violation of this Agreement; (vii) easements, rights-of-way, zoning or other
restrictions, charges, encumbrances, defects in title, prior rights of other persons, and
obligations contained in similar instruments, in each case that do not secure Indebtedness
and do not involve, and are not likely to involve at any future time, either individually
or in the aggregate, (A) a substantial and prolonged interruption or disruption of the
business activities of the Borrowers and their Subsidiaries considered as an entirety, or
(B) a Material Adverse Effect; (viii) Liens arising from the rights of lessors under
leases (including financing statements regarding property subject to lease) not in
violation of the requirements of this Agreement, provided that such Liens are only
in respect of the property subject to, and secure only, the respective lease (and any
other lease with the same or an affiliated lessor); and (ix) rights of consignors of
goods, whether or not perfected by the filing of a financing statement under the UCC. 



22 





















        “Standby
Letter of Credit” means any standby letter of credit issued for the purpose of
supporting workers compensation, liability insurance, releases of contract retention
obligations, contract performance guarantee requirements and other bonding obligations or
for other lawful purposes. 



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



        “Subordinated”
means, as applied to any Indebtedness, that the Indebtedness shall have been subordinated
(by written terms or written agreement being, in either case, in form and substance
satisfactory to the Administrative Agent and the Required Lenders) in favor of the prior
payment in full of the Obligations, it being understood that the Subordinated Indenture,
as in effect on the Closing Date and without regard to any amendment, supplement,
restatement or other modification or replacement thereof subsequent to the Closing Date,
is in form and substance satisfactory to the Administrative Agent and the Lenders. 



        “Subordinated
Indenture” means the Indenture, dated as of the Closing Date, among GII, the
subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A., as
trustee, as the same may, in accordance with Section 7.09 hereof, from time to time be
amended, supplemented, restated or otherwise modified or replaced, pursuant to which GII
shall have issued the 8% Senior Subordinated Notes Due 2015. 



        “Subsidiary”
of any Person means (i) any corporation more than 50% of whose stock of any class or
classes having by the terms thereof ordinary Voting Power to elect a majority of the
directors of such corporation (irrespective of whether or not at the time stock of any
class or classes of such corporation shall have or might have Voting Power by reason of
the happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries, and (ii) any partnership, limited liability company,
association, joint venture or other entity in which such Person directly or indirectly
through Subsidiaries, owns more than 50% of the Equity Interests of such Person at the
time or in which such Person, one or more other Subsidiaries of such Person or such Person
and one or more Subsidiaries of such Person, directly or indirectly, has the power to
direct the policies, management and affairs thereof. Unless otherwise expressly provided,
all references herein to “Subsidiary” means a Subsidiary of the Borrower. 



23 





















        “Subsidiary
Guarantor” means any Subsidiary that is or hereafter becomes a party to the
Subsidiary Guaranty. Schedule 2 hereto lists each Subsidiary Guarantor as of the
Closing Date. 



        “Subsidiary
Guaranty” has the meaning provided in Section 4.01(iii). 




        “Swing
Line Commitment” means $20,000,000. 



        “Swing
Line Facility” means the credit facility established under Section 2.04 pursuant
to the Swing Line Commitment of the Swing Line Lender. 



        “Swing
Line Lender” means KeyBank National Association. 



        “Swing Line
Note” means a promissory note substantially in the form of Exhibit A-2
hereto. 



        “Swing
Loan” means any loan made by the Swing Line Lender under the Swing Line Facility
pursuant to Section 2.04. 



        “Swing
Loan Maturity Date” means, with respect to any Swing Loan, the earlier of (i) the
last day of the period for such Swing Loan as established by the Swing Line Lender and
agreed to by the Borrowers, which shall be less than 15 days, and (ii) the Revolving
Facility Termination Date. 



        “Swing
Loan Participation” has the meaning provided in Section 2.04(c). 



        “Swing Loan
Participation Amount” has the meaning provided in Section 2.04(c). 



        “Synthetic
Lease” means any lease (i) that is accounted for by the lessee as an Operating
Lease, and (ii) under which the lessee is intended to be the “owner” of the
leased property for federal income tax purposes. 



        “Taxes”
has the meaning provided in Section 3.03(a). 



        “Term
Borrowing” means the incurrence of Term Loans consisting of one Type of Term Loan
by the Borrowers from all of the Term Lenders on a pro rata basis on a given date
(or resulting from Conversions or Continuations on a given date), having in the case of
Eurodollar Loans the same Interest Period. 



        “Term
Commitment” means, with respect to each Term Lender, the amount, if any, set
forth opposite such Term Lender’s name in Schedule 1 hereto as its “Term
Commitment.” 



        “Term
Loan” means, with respect to each Term Lender, any loan made by such Term Lender
pursuant to Section 2.03 or by an amendment to this Agreement pursuant to Section
11.12(e). 



        “Term
Lender” means any Lender with a Term Commitment. 



24 





















        “Term Loan
Facility” means the credit facility established pursuant to Section 2.03. 




      “Term
Loan Maturity Date” means December 8, 2012. 



        “Term
Note” means a promissory note substantially in the form of Exhibit A-3
hereto. 



        “Testing
Period” means a single period consisting of the four consecutive fiscal quarters
of the Borrowers then last ended (whether or not such quarters are all within the same
fiscal year), except that if a particular provision of this Agreement indicates
that a Testing Period shall be of a different specified duration, such Testing Period
shall consist of the particular fiscal quarter or quarters then last ended that are so
indicated in such provision. 



        “Total
Credit Facility Amount” means the aggregate of the Total Revolving Commitment and
the Total Term Loan Commitment. As of the Closing Date, the Total Credit Facility Amount
is $530,000,000. 



        “Total
Leverage Ratio” means, for any Testing Period, the ratio of (i) Consolidated
Total Funded Debt to (ii) Consolidated EBITDA. 



        “Total
Revolving Commitment” means the sum of the Revolving Commitments of the Revolving
Lenders as the same may be decreased pursuant to Section 2.12(c) hereof or increased
pursuant to Section 11.12(c). As of the Closing Date, the amount of the Total Revolving
Commitment is $300,000,000. 



        “Total
Term Loan Commitment” means the sum of the Term Commitments of the Term Lenders.
As of the Closing Date, the amount of the Total Term Loan Commitment is $230,000,000. 



        “Type”
means any type of Loan determined with respect to the interest option applicable thereto,
which in each case shall be a Base Rate Loan or a Eurodollar Loan. 



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



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



        “United
States” and “U.S.” each means United States of
America. 



        “Unpaid
Drawing” means, with respect to any Letter of Credit, the aggregate amount of the
draws made on such Letter of Credit that have not been reimbursed by the Borrowers or the
applicable LC Obligor or converted to a Revolving Loan pursuant to
Section 2.05(f)(i), and, in each case, all interest that accrues thereon pursuant to
this Agreement. 



25 





















        “Unused
Revolving Commitment” means, for any Revolving Lender at any time, the excess of
(i) such Revolving Lender’s Revolving Commitment at such time over (ii) such
Revolving Lender’s Revolving Facility Exposure at such time. 



        “Unused
Total Revolving Commitment” means, at any time, the excess of (i) the Total
Revolving Commitment at such time over (ii) the Aggregate Revolving Facility Exposure at
such time plus the aggregate outstanding principal amount of Swing Loans. 



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



        “Voting
Power” means, with respect to any Person, the exclusive ability to control,
through the ownership of shares of capital stock, partnership interests, membership
interests or otherwise, the election of members of the board of directors or other similar
governing body of such Person, and the holding of a designated percentage of Voting Power
of a Person means the ownership of shares of capital stock, partnership interests,
membership interests or other interests of such Person sufficient to control exclusively
the election of that percentage of the members of the board of directors or similar
governing body of such Person. 



        Section 1.02    Computation of Time
Periods.    In this Agreement in the computation of periods of time from a specified date
to a later specified date, the word “from” means “from and including,”
the words “to” and “until” each means “to but excluding” and
the word “through” means “through and including.” 



        Section 1.03
    Accounting Terms.    
Except as otherwise specifically provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time. 



        Section 1.04
    Terms Generally.    
The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” The word “will” shall be construed to
have the same meaning and effect as the word “shall.” Unless the context
requires otherwise, (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, restated, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (c) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Sections, Schedules and Exhibits shall be construed to refer to
Sections of, and Schedules and Exhibits to, this Agreement, (e) the words
“asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all Real Property, tangible and intangible assets and
properties, including cash, securities, accounts and contract rights, and interests in any
of the foregoing, and (f) any reference to a statute, rule or regulation is to that
statute, rule or regulation as now enacted or as the same may from time to time be
amended, re-enacted or expressly replaced. 



        Section 1.05
    Borrower Representative.    For purposes of this Agreement, GSNY (i) authorizes GII to make such
requests, give such notices or furnish such certificates to the Administrative Agent or
any Lender as may be required or permitted by this Agreement for the benefit of the
Borrowers and (ii) authorizes the Administrative Agent to treat such requests, notices,
certificates or consents given or made by GII to have been made, given or furnished by the
Borrowers for purposes of this Agreement. The Administrative Agent and each Lender shall
be entitled to rely on each such request, notice, certificate or consent made, given or
furnished by the Borrower Representative pursuant to the provisions of this Agreement or
any other Loan Document as being made or furnished on behalf of, and with the effect of
irrevocably binding, such Borrower. Each warranty, covenant, agreement and undertaking
made on its behalf by the Borrower Representative shall be deemed for all purposes to have
been made by each Borrower and shall be binding upon and enforceable against each Borrower
to the same extent as if the same had been made directly by each Borrower. 



26 





















        Section 1.06
    Joint and Several
Liability of the Borrowers.    Each request by the Borrower Representative for a
Borrowing, Continuation or Conversion of any Loan shall be deemed to be a joint and
several request by both of the Borrowers. Each Borrower hereby authorizes any other
Borrower to request a Borrowing, Continuation or Conversion of a Loan hereunder and agrees
that it is receiving or will receive a direct pecuniary benefit therefor. Each Borrower
acknowledges and agrees that the Lenders are entering into this Agreement at the request
of each Borrower and with the understanding that each Borrower is and shall remain fully
liable, jointly and severally, for payment in full of all of the Obligations. 



        Section 1.07
    Contribution Among
Borrowers.    To the extent that either Borrower shall make a payment (each a
“Borrower Payment”) of all or any portion of the Obligations, then such
Borrower shall be entitled to contribution and indemnification from, and be reimbursed by,
the other Borrower in an amount equal to a fraction of such Borrower Payment, the
numerator of which fraction is such other Borrower’s Allocable Amount and the
denominator of which is the sum of the Allocable Amounts of both Borrowers. This Section
1.07 is intended only to define the relative rights of the Borrowers, and nothing set
forth in this Section 1.07 is intended to or shall impair the obligations of the
Borrowers, jointly and severally, to pay any amounts, as and when the same shall become
due and payable in accordance with the terms of this Agreement and the other Loan
Documents. The Borrowers acknowledge that the rights of contribution and indemnification
hereunder shall constitute assets in favor of each Borrower to which such contribution and
indemnification is owing. Any right of contribution of any of the Borrowers shall be
subject and subordinate to the prior indefeasible payment in full of the Obligations. 




ARTICLE II. 




THE TERMS OF THE CREDIT
FACILITY 



        Section 2.01
    Establishment of the
Credit Facility.    On the Closing Date, and subject to and upon the terms and conditions
set forth in this Agreement and the other Loan Documents, the Administrative Agent, the
Revolving Lenders, the Swing Line Lender and each LC Issuer agree to establish the Credit
Facility for the benefit of the Borrower; provided, however, that at no time
will (i) the Aggregate Credit Facility Exposure exceed the Total Credit Facility Amount,
or (ii) the Credit Facility Exposure of any Revolving Lender exceed the aggregate amount
of such Revolving Lender’s Commitment. 



        Section 2.02
    Revolving
Facility.    During the Revolving Facility Availability Period, each Revolving Lender
severally agrees, on the terms and conditions set forth in this Agreement, to make a
Revolving Loan or Revolving Loans to the Borrowers from time to time pursuant to such
Revolving Lender’s Revolving Commitment, which Revolving Loans (i) may, except as set
forth herein, at the option of the Borrower Representative, be incurred and maintained as,
or Converted into, Revolving Loans that are Base Rate Loans or Eurodollar Loans,
provided that all Revolving Loans made as part of the same Revolving Borrowing
shall consist of Revolving Loans of the same Type; (ii) may be repaid or prepaid and
reborrowed in accordance with the provisions hereof; and (iii) shall not be made if, after
giving effect to any such Revolving Loan, (A) the Revolving Facility Exposure of any
Revolving Lender would exceed such Revolving Lender’s Revolving Commitment,
(B) the Aggregate Revolving Facility Exposure plus the aggregate outstanding
principal amount of Swing Loans would exceed the Total Revolving Commitment, or (C) the
Borrowers would be required to prepay Loans or cash collateralize Letters of Credit
pursuant to Section 2.13(c). The Revolving Loans to be made by each Revolving Lender will
be made by such Revolving Lender on a pro rata basis based upon such Revolving
Lender’s Revolving Facility Percentage of each Revolving Borrowing, in each case in
accordance with Section 2.07 hereof. 




27 




















        Section 2.03
    Term Loan.    On the
Closing Date, each Term Lender severally agrees, on the terms and conditions set forth in
this Agreement, to make a Term Loan to the Borrowers pursuant to such Term Lender’s
Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the
entire amount of each Term Lender’s Term Commitment; (ii) once prepaid or repaid, may
not be reborrowed, (iii) may, except as set forth herein, at the option of the Borrower
Representative, be incurred and maintained as, or Converted into, Term Loans that are Base
Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that
all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the
same Type, provided further that no Term Loan may be incurred as or Converted into
a Eurodollar Loan until December 22, 2005; (iv) shall be repaid in accordance with Section
2.13(b); and (v) shall not exceed (A) for any Term Lender at the time of incurrence
thereof the aggregate principal amount of such Term Lender’s Term Commitment, if any,
and (B) for all the Term Lenders at the time of incurrence thereof the Total Term Loan
Commitment. The Term Loans to be made by each Term Lender will be made by such Term Lender
in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. 




        Section 2.04    Swing Line
Facility.  



             (a)    
             Swing Loans.    During the Revolving Facility Availability Period, the Swing
          Line Lender agrees, on the terms and conditions set forth in this Agreement, to
          make a Swing Loan or Swing Loans to the Borrowers from time to time, which Swing
          Loans (i) shall be payable on the Swing Loan Maturity Date applicable to
          each such Swing Loan; (ii) may be repaid or prepaid and reborrowed in
          accordance with the provisions hereof; (iii) may only be made if after
          giving effect thereto (A) the aggregate principal amount of Swing Loans
          outstanding does not exceed the Swing Line Commitment, and (B) the
          Aggregate Revolving Facility Exposure plus the aggregate outstanding
          principal amount of Swing Loans would not exceed the Total Revolving Commitment;
          and (iv) shall not be made if, after giving effect thereto, the Borrowers
          would be required to prepay Loans or cash collateralize Letters of Credit
          pursuant to Section 2.13(c) hereof.




             (b)    
         Swing Loan Refunding.    The Swing Line Lender may at any time, in its sole
          and absolute discretion, direct that the Swing Loans owing to it be refunded by
          delivering a notice to such effect to the Administrative Agent, specifying the
          aggregate principal amount thereof (a “Notice of Swing Loan
          Refunding”). Promptly upon receipt of a Notice of Swing Loan Refunding,
          the Administrative Agent shall give notice of the contents thereof to the
          Revolving Lenders and, unless an Event of Default specified in Section 8.01(h)
          in respect of any Borrower have occurred, the Borrower Representative. Each such
          Notice of Swing Loan Refunding shall be deemed to constitute delivery by the
          Borrower Representative of a Notice of Borrowing requesting Revolving Loans
          consisting of Base Rate Loans in the amount of the Swing Loans to which it
          relates. Each Revolving Lender (including the Swing Line Lender) hereby
          unconditionally agrees (notwithstanding that any of the conditions specified in
          Section 4.02 or elsewhere in this Agreement shall not have been satisfied, but
          subject to the provisions of paragraph (d) below) to make a Revolving Loan to
          the Borrowers in the amount of such Revolving Lender’s Revolving Facility
          Percentage of the aggregate amount of the Swing Loans to which such Notice of
          Swing Loan Refunding relates. Each such Revolving Lender shall make the amount
          of such Revolving Loan available to the Administrative Agent in immediately
          available funds at the Payment Office not later than 2:00 P.M. (local time at
          the Payment Office), if such notice is received by such Revolving Lender prior
          to 11:00 A.M. (local time at its Domestic Lending Office), or not later than
          2:00 P.M. (local time at the Payment Office) on the next Business Day, if such
          notice is received by such Revolving Lender after such time. The proceeds of
          such Revolving Loans shall be made immediately available to the Swing Line
          Lender and applied by it to repay the principal amount of the Swing Loans to
          which such Notice of Swing Loan Refunding relates.




28 





















             (c)    
          Swing Loan Participation.    If prior to the time a Revolving Loan would
          otherwise have been made as provided above as a consequence of a Notice of Swing
          Loan Refunding, any of the events specified in Section 8.01(h) shall have
          occurred in respect of the Borrowers or one or more of the Revolving Lenders
          shall determine that it is legally prohibited from making a Revolving Loan under
          such circumstances, each Revolving Lender (other than the Swing Line Lender), or
          each Revolving Lender (other than such Swing Line Lender) so prohibited, as the
          case may be, shall, on the date such Revolving Loan would have been made by it
          (the “Purchase Date”), purchase an undivided participating
          interest (a “Swing Loan Participation”) in the outstanding
          Swing Loans to which such Notice of Swing Loan Refunding relates, in an amount
          (the “Swing Loan Participation Amount”) equal to such Revolving
          Lender’s Revolving Facility Percentage of such outstanding Swing Loans. On
          the Purchase Date, each such Revolving Lender or each such Revolving Lender so
          prohibited, as the case may be, shall pay to the Swing Line Lender, in
          immediately available funds, such Revolving Lender’s Swing Loan
          Participation Amount, and promptly upon receipt thereof the Swing Line Lender
          shall, if requested by such other Revolving Lender, deliver to such Revolving
          Lender a participation certificate, dated the date of the Swing Line
          Lender’s receipt of the funds from, and evidencing such Revolving
          Lender’s Swing Loan Participation in, such Swing Loans and its Swing Loan
          Participation Amount in respect thereof. If any amount required to be paid by a
          Revolving Lender to the Swing Line Lender pursuant to the above provisions in
          respect of any Swing Loan Participation is not paid on the date such payment is
          due, such Revolving Lender shall pay to the Swing Line Lender on demand interest
          on the amount not so paid at the overnight Federal Funds Effective Rate from the
          due date until such amount is paid in full. Whenever, at any time after the
          Swing Line Lender has received from any other Revolving Lender such Revolving
          Lender’s Swing Loan Participation Amount, the Swing Line Lender receives
          any payment from or on behalf of the Borrowers on account of the related Swing
          Loans, the Swing Line Lender will promptly distribute to such Revolving Lender
          its ratable share of such amount based on its Revolving Facility Percentage of
          such amount on such date on account of its Swing Loan Participation
          (appropriately adjusted, in the case of interest payments, to reflect the period
          of time during which such Revolving Lender’s participating interest was
          outstanding and funded); provided, however, that if such payment received
          by the Swing Line Lender is required to be returned, such Revolving Lender will
          return to the Swing Line Lender any portion thereof previously distributed to it
          by the Swing Line Lender.




             (d)    
          Obligations Unconditional.    Each Revolving Lender’s obligation to
          make Revolving Loans pursuant to Section 2.04(b) and/or to purchase Swing Loan
          Participations in connection with a Notice of Swing Loan Refunding shall be
          subject to the conditions that (i) such Revolving Lender shall have
          received a Notice of Swing Loan Refunding complying with the provisions hereof
          and (ii) at the time the Swing Loans that are the subject of such Notice of
          Swing Loan Refunding were made, the Swing Line Lender making the same had no
          actual written notice from another Revolving Lender that an Event of Default had
          occurred and was continuing, but otherwise shall be absolute and unconditional,
          shall be solely for the benefit of the Swing Line Lender that gives such Notice
          of Swing Loan Refunding, and shall not be affected by any circumstance,
          including, without limitation, (A) any set-off, counterclaim, recoupment,
          defense or other right that such Revolving Lender may have against any other
          Revolving Lender, any Loan Party, or any other Person, or any Loan Party may
          have against any Revolving Lender or other Person, as the case may be, for any
          reason whatsoever; (B) the occurrence or continuance of a Default or Event
          of Default; (C) any event or circumstance involving a Material Adverse Effect;
          (D) any breach of any Loan Document by any party thereto; or (E) any
          other circumstance, happening or event, whether or not similar to any of the
          foregoing.





29 






















        Section 2.05
    Letters of
Credit.  



             (a)
    LC Issuances.    During the Revolving Facility Availability Period, the
          Borrower Representative may request an LC Issuer at any time and from time to
          time to issue, for the account of the Borrowers or any Subsidiary Guarantor, and
          subject to and upon the terms and conditions herein set forth, each LC Issuer
          agrees to issue from time to time Letters of Credit denominated and payable in
          Dollars and in each case in such form as may be approved by such LC Issuer and
          the Administrative Agent; provided, however, that notwithstanding
          the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i)
          the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving
          Facility Exposure of any Revolving Lender would exceed such Revolving
          Lender’s Revolving Commitment, (iii) the Aggregate Revolving Facility
          Exposure plus the aggregate outstanding principal amount of Swing Loans
          outstanding would exceed the Total Revolving Commitment, or (iv) the Borrowers
          would be required to prepay Loans or cash collateralize Letters of Credit
          pursuant to Section 2.13(c) hereof. Subject to Section 2.05(c) below, each
          Letter of Credit shall have an expiry date (including any renewal periods)
          occurring not later than the earlier of (y) one year from the date of issuance
          thereof, or (z) 30 Business Days prior to the Revolving Facility Termination
          Date. 



             (b)
    LC Requests.    Whenever the Borrowers desire that a Letter of Credit be
          issued for its account or the account of any eligible LC Obligor, the Borrower
          Representative shall give the Administrative Agent and the applicable LC Issuer
          written or telephonic notice (in the case of telephonic notice, promptly
          confirmed in writing if so requested by the Administrative Agent) which, if in
          the form of written notice, shall be substantially in the form of Exhibit
          B-3 (each such request, a “LC Request”), or transmit by
          electronic communication (if arrangements for doing so have been approved by the
          applicable LC Issuer), prior to 11:00 A.M. (local time at the Notice Office) at
          least three Business Days (or such shorter period as may be acceptable to the
          relevant LC Issuer) prior to the proposed date of issuance (which shall be a
          Business Day), which LC Request shall include such supporting documents that
          such LC Issuer customarily requires in connection therewith (including, in the
          case of a Letter of Credit for an account party other than a Borrower, an
          application for, and if applicable a reimbursement agreement with respect to,
          such Letter of Credit). In the event of any inconsistency between any of the
          terms or provisions of any LC Document and the terms and provisions of this
          Agreement respecting Letters of Credit, the terms and provisions of this
          Agreement shall control. 



             (c)
    Auto-Renewal Letters of Credit.    If an LC Obligor so requests in any
          applicable LC Request, each LC Issuer shall agree to issue a Letter of Credit
          that has automatic renewal provisions; provided, however, that any
          Letter of Credit that has automatic renewal provisions must permit such LC
          Issuer to prevent any such renewal at least once in each twelve-month period
          (commencing with the date of issuance of such Letter of Credit) by giving prior
          notice to the beneficiary thereof not later than a day in each such twelve-month
          period to be agreed upon at the time such Letter of Credit is issued. Once any
          such Letter of Credit that has automatic renewal provisions has been issued, the
          Revolving Lenders shall be deemed to have authorized (but may not require) such
          LC Issuer to permit the renewal of such Letter of Credit at any time to an
          expiry date not later than 30 Business Days prior to the Revolving Facility
          Termination Date; provided, however, that such LC Issuer shall not
          permit any such renewal if (i) such LC Issuer has determined that it would have
          no obligation at such time to issue such Letter of Credit in its renewed form
          under the terms hereof, or (ii) it has received notice (which may be by
          telephone or in writing) on or before the day that is two Business Days before
          the date that such LC Issuer is permitted to send a notice of non-renewal from
          the Administrative Agent, any Revolving Lender or the Borrower Representative
          that one or more of the applicable conditions specified in Section 4.02 is not
          then satisfied. 



             (d)
    Applicability of ISP98.    Unless otherwise expressly agreed by the
          applicable LC Issuer and the applicable LC Obligor, when a Letter of Credit is
          issued, the rules of the “International Standby Practices 1998”
          published by the Institute of International Banking Law & Practice (or such
          later version thereof as may be in effect at the time of issuance) shall apply
          to each Letter of Credit. 





30 





















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



             (f)
    Reimbursement Obligations.  



     		
        (i)    
          The Borrowers hereby agree to reimburse (or cause any LC Obligor for whose
          account a Letter of Credit was issued to reimburse) each LC Issuer, by making
          payment directly to such LC Issuer in immediately available funds at the payment
          office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of
          Credit immediately after, and in any event on the date on which, such LC Issuer
          notifies the Borrower Representative (or any such other LC Obligor for whose
          account such Letter of Credit was issued) of such payment or disbursement (which
          notice to the Borrower Representative (or such other LC Obligor) shall be
          delivered reasonably promptly after any such payment or disbursement), such
          payment to be made in Dollars, with interest on the amount so paid or disbursed
          by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time
          at the payment office of the applicable LC Issuer) on the date of such payment
          or disbursement, from and including the date paid or disbursed to but not
          including the date such LC Issuer is reimbursed therefor at a rate per annum
          that shall be the rate then applicable to Revolving Loans pursuant to Section
          2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such
          payment or disbursement, at the Default Rate, any such interest also to be
          payable on demand. If by 11:00 A.M. on the Business Day immediately following
          notice to it of its obligation to make reimbursement in respect of an Unpaid
          Drawing, the Borrower Representative or the relevant LC Obligor has not made
          such reimbursement out of its available cash on hand or, in the case of a
          Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise
          available to the Borrowers), (x) the Borrower Representative will in each case
          be deemed to have given a Notice of Borrowing for Revolving Loans that are Base
          Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid
          Drawing (and the Administrative Agent shall promptly give notice to the
          Revolving Lenders of such deemed Notice of Borrowing), (y) the Revolving Lenders
          shall, unless they are legally prohibited from doing so, make the Revolving
          Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans
          shall be considered made under Section 2.02), and (z) the proceeds of such
          Revolving Loans shall be disbursed directly to the applicable LC Issuer to the
          extent necessary to effect such reimbursement and repayment of the Unpaid
          Drawing, with any excess proceeds to be made available to the Borrowers in
          accordance with the applicable provisions of this Agreement. 


          



     		        (ii)
    Obligations Absolute.    Each LC Obligor’s obligation under this
          Section to reimburse each LC Issuer with respect to Unpaid Drawings (including,
          in each case, interest thereon) shall be absolute and unconditional under any
          and all circumstances and irrespective of any setoff, counterclaim or defense to
          payment that such LC Obligor may have or have had against such LC Issuer, the
          Administrative Agent or any Revolving Lender, including, without limitation, any
          defense based upon the failure of any drawing under a Letter of Credit to
          conform to the terms of the Letter of Credit or any non-application or
          misapplication by the beneficiary of the proceeds of such drawing;
          provided, however, that no LC Obligor shall be obligated to
          reimburse an LC Issuer for any wrongful payment made by such LC Issuer under a
          Letter of Credit as a result of acts or omissions constituting willful
          misconduct or gross negligence on the part of such LC Issuer. 


          



31 























        (g)
    LC Participations.   



     	 	        (i)
    Immediately upon each LC Issuance, the LC Issuer of such Letter of Credit shall
          be deemed to have sold and transferred to each Revolving Lender, and each such
          Revolving Lender (each an “LC Participant”) shall be deemed
          irrevocably and unconditionally to have purchased and received from such LC
          Issuer, without recourse or warranty, an undivided interest and participation
          (an “LC Participation”), to the extent of such Revolving
          Lender’s Revolving Facility Percentage of the Stated Amount of such Letter
          of Credit in effect at such time of issuance, in such Letter of Credit, each
          substitute Letter of Credit, each drawing made thereunder, the obligations of
          any LC Obligor under this Agreement with respect thereto (although LC Fees
          relating thereto shall be payable directly to the Administrative Agent for the
          account of the Revolving Lenders as provided in Section 2.11 and the LC
          Participants shall have no right to receive any portion of any fees of the
          nature contemplated by Section 2.11(c) or Section 2.11(d)), the obligations of
          any LC Obligor under any LC Documents pertaining thereto, and any security for,
          or guaranty pertaining to, any of the foregoing. 


          



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


          



     	 	        (iii)
    If an LC Issuer makes any payment under any Letter of Credit and the applicable
          LC Obligor shall not have reimbursed such amount in full to such LC Issuer
          pursuant to Section 2.05(f), such LC Issuer shall promptly notify the
          Administrative Agent, and the Administrative Agent shall promptly notify each LC
          Participant of such failure, and each LC Participant shall promptly and
          unconditionally pay to the Administrative Agent for the account of such LC
          Issuer, the amount of such LC Participant’s Revolving Facility Percentage
          of such payment in Dollars and in same-day funds; provided,
          however, that no LC Participant shall be obligated to pay to the
          Administrative Agent its Revolving Facility Percentage of such unreimbursed
          amount for any wrongful payment made by such LC Issuer under a Letter of Credit
          as a result of acts or omissions constituting willful misconduct or gross
          negligence on the part of such LC Issuer. If the Administrative Agent so
          notifies any LC Participant required to fund a payment under a Letter of Credit
          prior to 11:00 A.M. (local time at its Notice Office) on any Business Day, such
          LC Participant shall make available to the Administrative Agent for the account
          of the relevant LC Issuer such LC Participant’s Revolving Facility
          Percentage of the amount of such payment on such Business Day in same-day funds.
          If and to the extent such LC Participant shall not have so made its Revolving
          Facility Percentage of the amount of such payment available to the
          Administrative Agent for the account of the relevant LC Issuer, such LC
          Participant agrees to pay to the Administrative Agent for the account of such LC
          Issuer, forthwith on demand, such amount, together with interest thereon, for
          each day from such date until the date such amount is paid to the Administrative
          Agent for the account of such LC Issuer at the Federal Funds Effective Rate. The
          failure of any LC Participant to make available to the Administrative Agent for
          the account of the relevant LC Issuer its Revolving Facility Percentage of any
          payment under any Letter of Credit shall not relieve any other LC Participant of
          its obligation hereunder to make available to the Administrative Agent for the
          account of such LC Issuer its Revolving Facility Percentage of any payment under
          any Letter of Credit on the date required, as specified above, but no LC
          Participant shall be responsible for the failure of any other LC Participant to
          make available to the Administrative Agent for the account of such LC Issuer
          such other LC Participant’s Revolving Facility Percentage of any such
          payment. 


          



32 





















     	 	        (iv)
    Whenever an LC Issuer receives a payment of a reimbursement obligation as to
          which the Administrative Agent has received for the account of such LC Issuer
          any payments from the LC Participants pursuant to subpart (iii) above, such LC
          Issuer shall pay to the Administrative Agent and the Administrative Agent shall
          promptly pay to each LC Participant that has paid its Revolving Facility
          Percentage thereof, in same-day funds, an amount equal to such LC
          Participant’s Revolving Facility Percentage of the principal amount thereof
          and interest thereon accruing after the purchase of the respective LC
          Participations, as and to the extent so received. 


          



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


          



     		
        (A)    any lack of validity or enforceability of this
Agreement or any of the other
          Loan Documents; 


          



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


          



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


          



     	 	        
(D)    the surrender or impairment of any security for the performance or observance of
          any of the terms of any of the Loan Documents; or 


          



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


          



     	 	        
(vi)    To the extent any LC Issuer is not indemnified by the Borrowers or any LC
          Obligor, the LC Participants will reimburse and indemnify such LC Issuer, in
          proportion to their respective Revolving Facility Percentages, for and against
          any and all liabilities, obligations, losses, damages, penalties, claims,
          actions, judgments, costs, expenses or disbursements of whatsoever kind or
          nature that may be imposed on, asserted against or incurred by such LC Issuer in
          performing its respective duties in any way related to or arising out of LC
          Issuances by it; provided, however, that no LC Participants shall be
          liable for any portion of such liabilities, obligations, losses, damages,
          penalties, claims, actions, judgments, costs, expenses or disbursements
          resulting from such LC Issuer’s gross negligence or willful misconduct. 


          



33 






















        Section 2.06
    Notice of Borrowing.  



             (a)    
          Time of Notice.    Each Borrowing of a Loan (other than a Continuation or
          Conversion) shall be made upon notice in the form provided for below which shall
          be provided by the Borrower Representative to the Administrative Agent at its
          Notice Office not later than (i) in the case of each Borrowing of a Eurodollar
          Loan, 12:00 noon (local time at its Notice Office) at least three Business
          Days’ prior to the date of such Borrowing, (ii) in the case of each
          Borrowing of a Base Rate Loan, prior to 12:00 noon (local time at its Notice
          Office) on the proposed date of such Borrowing, and (iii) in the case of any
          Borrowing under the Swing Line Facility, prior to 1:00 P.M. (local time at its
          Notice Office) on the proposed date of such Borrowing.




             (b)    
          Notice of Borrowing.    Each request for a Borrowing (other than a
          Continuation or Conversion) shall be made by an Authorized Officer by delivering
          written notice of such request substantially in the form of Exhibit B-1
          hereto (each such notice, a “Notice of Borrowing”) or by
          telephone (to be confirmed immediately in writing by delivery by an Authorized
          Officer of a Notice of Borrowing), and in any event each such request shall be
          irrevocable and shall specify (i) the aggregate principal amount of the Loans to
          be made pursuant to such Borrowing, (ii) the date of the Borrowing (which shall
          be a Business Day), (iii) the Type of Loans such Borrowing will consist of,
          and (iv) if applicable, the initial Interest Period and the Swing Loan Maturity
          Date. Without in any way limiting the obligation of the Borrower Representative
          to confirm in writing any telephonic notice permitted to be given hereunder, the
          Administrative Agent may act prior to receipt of written confirmation without
          liability upon the basis of such telephonic notice believed by the
          Administrative Agent in good faith to be from an Authorized Officer entitled to
          give telephonic notices under this Agreement on behalf of the Borrowers. In each
          such case, the Administrative Agent’s record of the terms of such
          telephonic notice shall be conclusive absent manifest error.




             (c)    
          Minimum Borrowing Amount.    The aggregate principal amount of each
          Borrowing by the Borrowers shall not be less than the Minimum Borrowing Amount.




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




        Section 2.07
    Funding Obligations; Disbursement of Funds.    



        (a)
    Several Nature of Funding
Obligations.    The Commitments of each Lender           hereunder and the obligation of
each Lender to make Loans, acquire and fund           Swing Loan Participations, and LC
Participations, as the case may be, are           several and not joint obligations. No
Lender shall be responsible for any           default by any other Lender in its
obligation to make Loans or fund any           participation hereunder and each Lender
shall be obligated to make the Loans           provided to be made by it and fund its
participations required to be funded by           it hereunder, regardless of the failure
of any other Lender to fulfill any of           its Commitments hereunder. Nothing herein
and no subsequent termination of the           Commitments pursuant to Section 2.12 shall
be deemed to relieve any Lender from           its obligation to fulfill its commitments
hereunder and in existence from time           to time or to prejudice any rights that
the Borrowers may have against any           Lender as a result of any default by such
Lender hereunder.  



34 





















        (b)
    Borrowings Pro Rata.    
Except with respect to the making of Swing           Loans by the Swing Line Lender, all
Loans hereunder shall be made as follows:           (i) all Revolving Loans made, and LC
Participations acquired by each Revolving           Lender, shall be made or acquired, as
the case may be, on a pro rata          basis based upon each Revolving Lender’s
Revolving Facility Percentage of           the amount of such Revolving Borrowing or
Letter of Credit in effect on the date           the applicable Revolving Borrowing is to
be made or the Letter of Credit is to           be issued, and (ii) all Term Loans shall
be made by the Term Lenders pro           rata on the basis of their respective
Term Commitments.  



        (c)
    Notice to Lenders.    The
Administrative Agent shall promptly give each           Lender, as applicable, written
notice (or telephonic notice promptly confirmed           in writing) of each proposed
Borrowing, or Conversion or Continuation thereof,           and LC Issuance, and of such
Lender’s proportionate share thereof or           participation therein and of the
other matters covered by the Notice of           Borrowing, Notice of Continuation or
Conversion, or LC Request, as the case may           be, relating thereto.  



        (d)
    Funding of Loans.   



     		        (i)
    Loans Generally.    No later than 2:00 P.M. (local time at the Payment
          Office) on the date specified in each Notice of Borrowing, each Lender will make
          available its amount, if any, of each Borrowing requested to be made on such
          date to the Administrative Agent at the Payment Office in Dollars and in
          immediately available funds and the Administrative Agent promptly will make
          available to the Borrowers by depositing to its account at the Payment Office
          (or such other account as the Borrower Representative shall specify) the
          aggregate of the amounts so made available in the type of funds received. 


          



     		        (ii)
    Swing Loans.    No later than 2:00 P.M. (local time at the Payment
          Office) on the date specified in each Notice of Borrowing, the Swing Line Lender
          will make available to the Borrowers by depositing to its account at the Payment
          Office (or such other account as the Borrower Representative shall specify) the
          aggregate of Swing Loans requested in such Notice of Borrowing. 


          



        (e)
    Advance Funding.    Unless
the Administrative Agent shall have been notified           by any Lender prior to the
date of Borrowing that such Lender does not intend to           make available to the
Administrative Agent its portion of the Borrowing or           Borrowings to be made on
such date, the Administrative Agent may assume that           such Lender has made such
amount available to the Administrative Agent on such           date of Borrowing, and the
Administrative Agent, in reliance upon such           assumption, may (in its sole
discretion and without any obligation to do so)           make available to the Borrowers
a corresponding amount. If such corresponding           amount is not in fact made
available to the Administrative Agent by such Lender           and the Administrative
Agent has made the same available to the Borrowers, the           Administrative Agent
shall be entitled to recover such corresponding amount from           such Lender. If
such Lender does not pay such corresponding amount forthwith           upon the
Administrative Agent’s demand therefor, the Administrative Agent           shall
promptly notify the Borrower Representative, and the Borrowers shall
          immediately pay such corresponding amount to the Administrative Agent. The
          Administrative Agent shall also be entitled to recover from such Lender or the
          Borrowers, as the case may be, interest on such corresponding amount in respect
          of each day from the date such corresponding amount was made available by the
          Administrative Agent to the Borrowers to the date such corresponding amount is
          recovered by the Administrative Agent at a rate per annum equal to (i) if paid
          by such Lender, the overnight Federal Funds Effective Rate or (ii) if paid by
          the Borrowers, the then applicable rate of interest, calculated in accordance
          with Section 2.09, for the respective Loans (but without any requirement to pay
          any amounts in respect thereof pursuant to Section 3.02).  



35 






















        Section 2.08
    Evidence of Obligations.  



             (a)    
          Loan Accounts of Lenders.    Each Lender shall maintain in accordance with
          its usual practice an account or accounts evidencing the Obligations of the
          Borrowers to such Lender resulting from each Loan made by such Lender, including
          the amounts of principal and interest payable and paid to such Lender from time
          to time hereunder.




             (b)    
          Loan Accounts of Administrative Agent; Lender Register.    The
          Administrative Agent shall maintain accounts in which it shall record (i) the
          amount of each Loan and Borrowing made hereunder, the Type thereof, the Interest
          Period and applicable interest rate and, in the case of a Swing Loan, the Swing
          Loan Maturity Date applicable thereto, (ii) the amount and other details with
          respect to each Letter of Credit issued hereunder, (iii) the amount of any
          principal due and payable or to become due and payable from the Borrowers to
          each Lender hereunder, (iv) the amount of any sum received by the Administrative
          Agent hereunder for the account of the Lenders and each Lender’s share
          thereof, and (v) the other details relating to the Loans, Letters of Credit and
          other Obligations. In addition, the Administrative Agent shall maintain a
          register (the “Lender Register”) on or in which it will record
          the names and addresses of the Lenders, and the Commitments from time to time of
          each of the Lenders. The Administrative Agent will make the Lender Register
          available to any Lender or the Borrowers upon request.




             (c)    
          Effect of Loan Accounts, etc.    The entries made in the accounts maintained
          pursuant to Section 2.08(b) shall be prima facie evidence of the
          existence and amounts of the Obligations recorded therein; provided, that
          the failure of the Administrative Agent to maintain such accounts or any error
          (other than manifest error) therein shall not in any manner affect the
          obligation of any Loan Party to repay or prepay the Loans or the other
          Obligations in accordance with the terms of this Agreement.




             (d)    
          Notes.    Upon request of any Lender or the Swing Line Lender, the Borrowers
          will execute and deliver to such Lender or the Swing Line Lender, as the case
          may be, (i) a Revolving Facility Note with blanks appropriately completed in
          conformity herewith to evidence the Borrowers’ obligation to pay the
          principal of, and interest on, the Revolving Loans made to it by such Lender,
          (ii) a Term Note with blanks appropriately completed in conformity herewith to
          evidence their obligation to pay the principal of, and interest on, the Term
          Loan made to it by such Lender, and (iii) a Swing Line Note with blanks
          appropriately completed in conformity herewith to evidence the Borrowers’
          obligation to pay the principal of, and interest on, the Swing Loans made to it
          by the Swing Line Lender; provided, however, that the decision of any
          Lender or the Swing Line Lender to not request a Note shall in no way detract
          from the Borrowers’ obligation to repay the Loans and other amounts owing
          by the Borrowers to such Lender or the Swing Line Lender.





        Section 2.09
    Interest; Default Rate.



             (a)    
Interest on Revolving Loans.    The outstanding principal amount of each
Revolving Loan made by each Revolving Lender shall bear interest for the account
of each Revolving Lender at a fluctuating rate per annum that shall at all times
be equal to (i) during such periods as such Revolving Loan is a Base Rate Loan,
the Base Rate plus the Applicable Margin in effect from time to time, and (ii)
during such periods as such Revolving Loan is a Eurodollar Loan, the relevant
Adjusted Eurodollar Rate for such Eurodollar Loan for the applicable Interest
Period plus the Applicable Margin in effect from time to time. 




             (b)    
          Interest on Term Loans.    The outstanding principal amount of each Term
          Loan made by each Term Lender shall bear interest for the account of each Term
          Lender at a fluctuating rate per annum that shall at all times be equal to (i)
          during such periods as such Term Loan is a Base Rate Loan, the Base Rate
          plus the Applicable Term Loan Margin, and (ii) during such periods as
          such Term Loan is a Eurodollar Loan, the relevant Adjusted Eurodollar Rate for
          such Eurodollar Loan for the applicable Interest Period plus the
          Applicable Term Loan Margin.




36 





















             (c)    
          Interest on Swing Loans.    The outstanding principal amount of each Swing
          Loan shall bear interest for the account of the Swing Line Lender (and, if
          applicable, the account of each holder of a Swing Loan Participation) from the
          date of the Borrowing at a rate per annum that shall be equal to the Quoted Rate
          applicable thereto plus the Applicable Margin in effect from time to
          time.




             (d)    
          Default Interest.    Notwithstanding the above provisions, if an Event of
          Default is in existence, upon written notice by the Administrative Agent (which
          notice the Administrative Agent shall give at the direction of the Required
          Lenders), (i) all outstanding amounts of principal and, to the extent permitted
          by law, all overdue interest, in respect of each Loan shall bear interest,
          payable on demand, at a rate per annum equal to the Default Rate, and (ii) the
          LC Fees shall be increased by an additional 2% per annum in excess of the LC
          Fees otherwise applicable thereto. In addition, if any amount (other than
          amounts as to which the foregoing subparts (i) and (ii) are applicable) payable
          by the Borrowers under the Loan Documents is not paid when due, upon written
          notice by the Administrative Agent (which notice the Administrative Agent shall
          give at the direction of the Required Lenders), such amount shall bear interest,
          payable on demand, at a rate per annum equal to the Default Rate.




             (e)    
          Accrual and Payment of Interest.    Interest shall accrue from and including
          the date of any Borrowing to but excluding the date of any prepayment or
          repayment thereof and shall be payable by the Borrowers: (i) in respect of each
          Base Rate Loan, quarterly in arrears on the last Business Day of each March,
          June, September and December, (ii) in respect of each Eurodollar Loan, on the
          last day of each Interest Period applicable thereto and, in the case of an
          Interest Period in excess of three months, on the dates that are successively
          three months after the commencement of such Interest Period, (iii) in respect of
          any Swing Loan, on the Swing Loan Maturity Date applicable thereto, and (iv) in
          respect of all Loans, other than Revolving Loans accruing interest at a Base
          Rate, on any repayment, prepayment or Conversion (on the amount repaid, prepaid
          or Converted), at maturity (whether by acceleration or otherwise), and, after
          such maturity or, in the case of any interest payable pursuant to Section
          2.09(c), on demand.




             (f)    
          Computations of Interest.    All computations of interest on Eurodollar
          Loans and Swing Loans hereunder shall be made on the actual number of days
          elapsed over a year of 360 days. All computations of interest on Base Rate Loans
          and Unpaid Drawings hereunder shall be made on the actual number of days elapsed
          over a year of 365 or 366 days, as applicable.




             (g)    
          Information as to Interest Rates.    The Administrative Agent, upon
          determining the interest rate for any Borrowing, shall promptly notify the
          Borrower Representative and the Lenders thereof. Any changes in the Applicable
          Margin shall be determined by the Administrative Agent in accordance with the
          provisions set forth in the definition of “Applicable Margin” and the
          Administrative Agent will promptly provide notice of such determinations to the
          Borrower Representative and the Lenders. Any such determination by the
          Administrative Agent shall be conclusive and binding absent manifest error.





        Section 2.10
    Conversion and Continuation of Loans.  



             (a)    
          Conversion and Continuation of Revolving Loans.    The Borrowers shall have
          the right, subject to the terms and conditions of this Agreement, to (i) Convert
          all or a portion of the outstanding principal amount of Loans of one Type made
          to it into a Borrowing or Borrowings of another Type of Loans that can be made
          to it pursuant to this Agreement and (ii) Continue a Borrowing of Eurodollar
          Loans at the end of the applicable Interest Period as a new Borrowing of
          Eurodollar Loans with a new Interest Period; provided, however, that any
          Conversion of Eurodollar Loans into Base Rate Loans shall be made on, and only
          on, the last day of an Interest Period for such Eurodollar Loans.




37 





















             (b)    
          Notice of Continuation and Conversion.    Each Continuation or Conversion of
          a Loan shall be made upon notice in the form provided for below provided by the
          Borrower Representative to the Administrative Agent at its Notice Office not
          later than (i) in the case of each Continuation of or Conversion into a
          Eurodollar Loan, prior to 12:00 noon (local time at its Notice Office) at least
          three Business Days’ prior to the date of such Continuation or Conversion,
          and (ii) in the case of each Conversion to a Base Rate Loan, prior to 12:00 noon
          (local time at its Notice Office) on the proposed date of such Conversion. Each
          such request shall be made by an Authorized Officer delivering written notice of
          such request substantially in the form of Exhibit B-2 hereto (each such
          notice, a “Notice of Continuation or Conversion”) or by
          telephone (to be confirmed immediately in writing by delivery by an Authorized
          Officer of a Notice of Continuation or Conversion), and in any event each such
          request shall be irrevocable and shall specify (A) the Borrowings to be
          Continued or Converted, (B) the date of the Continuation or Conversion (which
          shall be a Business Day), and (C) the Interest Period or, in the case of a
          Continuation, the new Interest Period. Without in any way limiting the
          obligation of the Borrowers to confirm in writing any telephonic notice
          permitted to be given hereunder, the Administrative Agent may act prior to
          receipt of written confirmation without liability upon the basis of such
          telephonic notice believed by the Administrative Agent in good faith to be from
          an Authorized Officer entitled to give telephonic notices under this Agreement
          on behalf of the Borrower. In each such case, the Administrative Agent’s
          record of the terms of such telephonic notice shall be conclusive absent
          manifest error.




             Section 2.11
    Fees.



             (a)    
          Facility Fees.    The Borrowers agree to pay to the Administrative Agent,
          for the ratable benefit of each Revolving Lender based upon each such Revolving
          Lender’s Revolving Facility Percentage, as consideration for the Revolving
          Commitments of the Revolving Lenders, facility fees (the “Facility
          Fees”) for the period from the Closing Date to, but not including, the
          Revolving Facility Termination Date, computed for each day at a rate per annum
          equal to (i) the Applicable Facility Fee Rate in effect on such day times
          (ii) the Total Revolving Commitment in effect on such day. Accrued Facility Fees
          shall be due and payable in arrears on the last Business Day of each March,
          June, September and December and on the Revolving Facility Termination Date.




             (b)    
          LC Fees.    The Borrowers agree to pay to the Administrative Agent, for the
          ratable benefit of each Revolving Lender based upon each such Revolving
          Lender’s Revolving Facility Percentage, a fee in respect of each Letter of
          Credit issued hereunder for the period from the date of issuance of such Letter
          of Credit until the expiration date thereof (including any extensions of such
          expiration date that may be made at the election of the account party or the
          beneficiary), computed for each day at a rate per annum equal to (A) the
          Applicable Margin for Revolving Loans that are Eurodollar Loans in effect on
          such day times (B) the Stated Amount of such Letter of Credit on such
          day. The foregoing fees shall be payable quarterly in arrears on the last
          Business Day of each March, June, September and December and on the Revolving
          Facility Termination Date.




             (c)    
          Fronting Fees.    The Borrowers agree to pay directly to each LC Issuer, for
          its own account, any fronting fees agreed to in writing between the Borrowers
          and such LC Issuer in respect of each Letter of Credit issued by it. Such
          fronting fees shall be due and payable on the date or dates agreed to between
          the Borrowers and such LC Issuer.




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



38 






















             (e)    
          Administrative Agent Fees.    The Borrowers shall pay to the Administrative
          Agent, on the Closing Date and thereafter, for its own account, the fees set
          forth in the Administrative Agent Fee Letter.




             (f)    
          Computations and Determination of Fees.    Any changes in the Applicable
          Facility Fee Rate shall be determined by the Administrative Agent in accordance
          with the provisions set forth in the definition of “Applicable Facility Fee
          Rate” and the Administrative Agent will promptly provide notice of such
          determination to the Borrowers and the Revolving Lenders. Any such determination
          by the Administrative Agent shall be conclusive and binding absent manifest
          error. All computations of Facility Fees, LC Fees and other Fees hereunder shall
          be made on the actual number of days elapsed over a year of 360 days.




        Section 2.12
    Termination and Reduction of Revolving Commitments.



             (a)    
          Mandatory Termination of Revolving Commitments.    All of the Revolving
          Commitments shall terminate on the Revolving Facility Termination Date.




             (b)    
          Voluntary Termination of the Total Revolving Commitment.    Upon at least
          three Business Days’ prior irrevocable written notice to the Administrative
          Agent at its Notice Office (which notice the Administrative Agent shall promptly
          transmit to each of the Lenders), the Borrowers shall have the right to
          terminate in whole the Total Revolving Commitment, provided that (i) all
          outstanding Revolving Loans and Unpaid Drawings are contemporaneously prepaid in
          accordance with Section 2.13 and (ii) either there are no outstanding Letters of
          Credit or the Borrowers shall contemporaneously cause all outstanding Letters of
          Credit to be surrendered for cancellation (any such Letters of Credit to be
          replaced by letters of credit issued by other financial institutions acceptable
          to each LC Issuer and the Revolving Lenders).




             (c)    
          Partial Reduction of Total Revolving Commitment.    Upon at least three
          Business Days’ prior irrevocable written notice to the Administrative Agent
          at its Notice Office (which notice the Administrative Agent shall promptly
          transmit to each of the Lenders), the Borrowers shall have the right to
          partially and permanently reduce the Unused Total Revolving Commitment;
          provided, however, that (i) any such reduction shall apply to
          proportionately (based on each Revolving Lender’s Revolving Facility
          Percentage) and permanently reduce the Revolving Commitment of each Revolving
          Lender, (ii) such reduction shall apply to proportionately and permanently
          reduce the LC Commitment Amount, but only to the extent that the Unused Total
          Revolving Commitment would be reduced below any such limits, (iii) no such
          reduction shall be permitted if the Borrowers would be required to make a
          mandatory prepayment of Loans or cash collateralize Letters of Credit pursuant
          to Section 2.13, and (iv) any partial reduction shall be in the amount of at
          least $10,000,000 (or, if greater, in integral multiples of $1,000,000).




        Section 2.13
    Voluntary, Scheduled and Mandatory Prepayments of Loans.



        (a)
    Voluntary Prepayments.    The
Borrowers shall have the right to prepay any           of the Loans owing by them, in
whole or in part, without premium or penalty, except as specified in subparts (d)
and (e) below, from time to time. The           Borrower Representative shall give the
Administrative Agent at the Notice Office           written or telephonic notice (in the
case of telephonic notice, promptly           confirmed in writing if so requested by the
Administrative Agent) of its intent           to prepay the Loans, the amount of such
prepayment and (in the case of           Eurodollar Loans) the specific Borrowing(s)
pursuant to which the prepayment is           to be made, which notice shall be received
by the Administrative Agent by (y)           11:00 A.M. (local time at the Notice Office)
three Business Days prior to the           date of such prepayment, in the case of any
prepayment of Eurodollar Loans, or           (z) 11:00 A.M. (local time at the Notice
Office) one Business Day prior to the           date of such prepayment, in the case of
any prepayment of Base Rate Loans, and           which notice shall promptly be
transmitted by the Administrative Agent to each           of the affected Lenders, provided that:  





39 





















     		        (i)
    each partial prepayment shall be in an aggregate principal amount of at least
          (A) in the case of any prepayment of a Eurodollar Loan, $10,000,000 (or, if
          less, the full amount of such Borrowing), or an integral multiple of $1,000,000
          in excess thereof, (B) in the case of any prepayment of a Base Rate Loan,
          $1,000,000 (or, if less, the full amount of such Borrowing, or an integral
          multiple of $500,000 in excess thereof, and (C) in the case of any prepayment of
          a Swing Loan, in the full amount thereof; 


          



     		        (ii)
    no partial prepayment of any Loans made pursuant to a Borrowing shall reduce the
          aggregate principal amount of such Loans outstanding pursuant to such Borrowing
          to an amount less than the Minimum Borrowing Amount applicable thereto; and 


          



     		        (iii)
    in the case of any prepayment of Term Loans, such prepayment shall be applied to
          reduce the Scheduled Repayments in respect of the Term Loans in the inverse
          order of maturity. 


          



        (b)
    Scheduled Repayments of Term
Loans.    On each of the dates set forth below,           the Borrowers shall repay the
principal amount of the Term Loans in the amount           set forth opposite such date,
except that the payment due on the Term           Loan Maturity Date shall in any
event be in the amount of the entire remaining           principal amount of the
outstanding Term Loans (each such repayment, as the same           may be reduced by
reason of the application of prepayments pursuant to Section           2.13(c), a “Scheduled
Repayment”):  





	

	Date	Amount of Payment
	

	March 31, 2006	 	$       575,000	 
	

	June 30, 2006	 	$       575,000	 
	

	September 30, 2006	 	$       575,000	 
	

	December 31, 2006	 	$       575,000	 
	

	March 31, 2007	 	$       575,000	 
	

	June 30, 2007	 	$       575,000	 
	

	September 30, 2007	 	$       575,000	 
	

	December 31, 2007	 	$       575,000	 
	

	March 31, 2008	 	$       575,000	 
	

	June 30, 2008	 	$       575,000	 
	

	September 30, 2008	 	$       575,000	 
	

	December 31, 2008	 	$       575,000	 
	

	March 31, 2009	 	$       575,000	 
	

	June 30, 2009	 	$       575,000	 
	

	September 30, 2009	 	$       575,000	 
	

	December 31, 2009	 	$       575,000	 
	

	March 31, 2010	 	$       575,000	 
	

	June 30, 2010	 	$       575,000	 
	

	September 30, 2010	 	$       575,000	 
	

	December 31, 2010	 	$       575,000	 
	

	March 31, 2011	 	$       575,000	 
	

	June 30, 2011	 	$       575,000	 
	

	September 30, 2011	 	$       575,000	 
	

	December 31, 2011	 	$       575,000	 
	

	March 31, 2012	 	$       575,000	 
	

	June 30, 2012	 	$       575,000	 
	

	September 30, 2012	 	$       575,000	 
	

	December 8, 2012	 	$214,475,000	 
	







40 




















        (c)    
Mandatory Payments.    The
Loans shall be subject to mandatory repayment or           prepayment (in the case of any
partial prepayment conforming to the requirements           as to the amounts of partial
prepayments set forth in Section 2.13(a) above),           and the LC Outstandings shall
be subject to cash collateralization requirements,           in accordance with the
following provisions:  



     		        (i)
    Revolving Facility Termination Date.    The entire principal amount of all
          outstanding Revolving Loans shall be repaid in full on the Revolving Facility
          Termination Date. 


          



     		        (ii)
    Loans Exceed the Commitments.    If on any date (after giving effect to any
          other payments on such date) (A) the Aggregate Credit Facility Exposure exceeds
          the Total Credit Facility Amount, (B) the Revolving Facility Exposure of any
          Revolving Lender exceeds such Revolving Lender’s Revolving Commitment, (C)
          the Aggregate Revolving Facility Exposure plus the aggregate outstanding
          principal amount of Swing Loans exceeds the Total Revolving Commitment, or (D)
          the aggregate principal amount of Swing Loans outstanding exceeds the Swing Line
          Commitment, then, in the case of each of the foregoing, the Borrowers
          shall, on such day, prepay on such date the principal amount of Loans and, after
          Loans have been paid in full, Unpaid Drawings, in an aggregate amount at least
          equal to such excess. 


          



     		        (iii)
    LC Outstandings Exceed LC Commitment.    If on any date the LC Outstandings
          exceed the LC Commitment Amount, then the applicable LC Obligor or the
          Borrowers shall, on such day, pay to the Administrative Agent an amount in cash
          equal to such excess and the Administrative Agent shall hold such payment as
          security for the reimbursement obligations of the applicable LC Obligors
          hereunder in respect of Letters of Credit pursuant to a cash collateral
          agreement to be entered into in form and substance reasonably satisfactory to
          the Administrative Agent, each LC Issuer and the Borrowers (which shall permit
          certain investments in Cash Equivalents satisfactory to the Administrative
          Agent, each LC Issuer and the Borrowers until the proceeds are applied to any
          Unpaid Drawings or to any other Obligations in accordance with any such cash
          collateral agreement). 


          



41 





















     		        (iv)
    Excess Cash Flow.    Within 90 days after each fiscal year of the Borrowers,
          commencing with the financial statements of the Borrowers for the fiscal year
          ending December 31, 2006, in which the Total Leverage Ratio as of the end of any
          such fiscal year is greater than 3.50 to 1.00, the Borrowers shall prepay the
          principal of the Term Loans in an aggregate amount (an “Excess Cash Flow
          Prepayment Amount”) at least equal to 50% of the amount of Excess Cash
          Flow for such fiscal year, with such amount to be applied as set forth in
          Section 2.13(d) below. 


          



     		        (v)
    Certain Proceeds of Asset Sales.    If during any fiscal year of the
          Borrowers, the Domestic Loan Parties have received cumulative Net Cash Proceeds
          during such fiscal year from one or more Asset Sales of at least $10,000,000
          made pursuant to Section 7.02(c), not later than the third Business Day
          following the date of receipt of any Cash Proceeds in excess of such amount, an
          amount equal to 100% of the Net Cash Proceeds then received in excess of such
          amount from any Asset Sale shall be applied as a mandatory prepayment of the
          Term Loans in accordance with Section 2.13(d) below. 


          



     		        (vi)
    Certain Proceeds of Indebtedness.    Not later than the Business Day
          following the date of the receipt by any Domestic Loan Party of the cash
          proceeds (net of underwriting discounts and commissions, placement agent fees
          and other customary fees and costs associated therewith) from any sale or
          issuance of any Indebtedness incurred pursuant to Section 7.04(g), the Borrowers
          will make a prepayment of the Term Loans in an amount equal to 100% of such net
          cash proceeds in accordance with Section 2.13(d) below. If the Total Leverage
          Ratio is greater than 3.50 to 1.00 as of the date of the receipt by any Domestic
          Loan Party of the cash proceeds (net of underwriting discounts and commissions,
          placement agent fees and other customary fees and costs associated therewith)
          from any sale or issuance of any Indebtedness incurred pursuant to Section
          7.04(h)(i), not later than the Business Day following such receipt, the
          Borrowers will make a prepayment of the Term Loans in an amount equal to 50% of
          such net cash proceeds in accordance with Section 2.13(d) below. 


          



     		        (vii)
    Certain Proceeds of an Event of Loss.    If during any fiscal year of the
          Borrowers, any Loan Party has received cumulative Cash Proceeds during such
          fiscal year from one or more Events of Loss of more than 5% of Consolidated Net
          Worth, not later than the third Business Day following the date of receipt of
          any Cash Proceeds in excess of such amount, the Borrowers will make a prepayment
          of the Term Loans with an amount equal to 100% of the Net Cash Proceeds then
          received in excess of such amount from any Event of Loss in accordance with
          Section 2.13(d) below; provided, however, that if (A) no Default
          or Event of Default has occurred and is continuing, and (B) the Borrower
          Representative notifies the Administrative Agent and the Lenders in writing that
          it intends to rebuild or restore the affected property and that such rebuilding
          or restoration can be accomplished within 270 days out of such Cash Proceeds and
          other funds available to the Borrowers, then no such prepayment of the
          Loans shall be required if the Borrowers actually use such Cash Proceeds for
          application to the costs of rebuilding or restoration of the affected property
          within such 270 day period. Any amounts not so applied to the costs of
          rebuilding or restoration within such 270 day period shall be applied to the
          prepayment of the Term Loans as provided above. 


          



        (d)
    Applications of Certain
Prepayment Proceeds.    Each prepayment required to           be made pursuant to
Sections 2.13(c)(iv), (v), (vi) or (vii) above shall be           applied as a mandatory
prepayment of principal of the outstanding Term Loans,           with such amounts being
applied to reduce the Scheduled Repayments thereof in           the inverse order of
maturity.  



42 





















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



        (f)    
Breakage and Other Compensation.    Any prepayment made pursuant to this           Section 2.13 shall be accompanied by any
amounts payable in respect thereof           under Article III hereof.  




        Section 2.14
    Method and Place of Payment.  



        (a)    
Generally.    All payments made by the Borrowers hereunder (including any           payments made with
respect to the Borrower Guaranteed Obligations under           Article X) under any
Note or any other Loan Document, shall be made without           setoff, counterclaim or
other defense. 




             (b)    
          Application of Payments.    Except as specifically set forth elsewhere in
          this Agreement and subject to Section 8.03, (i) all payments and prepayments of
          Revolving Loans and Unpaid Drawings with respect to Letters of Credit shall be
          applied by the Administrative Agent on a pro rata basis based upon each
          Revolving Lender’s Revolving Facility Percentage of the amount of such
          prepayment, (ii) all payments and prepayments of Term Loans shall be applied by
          the Administrative Agent to reduce the principal amount of the Term Loans made
          by each Term Lender, pro rata on the basis of their respective Term
          Commitments, and (iii) all payments or prepayments of Swing Loans shall be
          applied by the Administrative Agent to pay or prepay such Swing Loans.




             (c)    
          Payment of Obligations.    Except as specifically set forth elsewhere in
          this Agreement, all payments under this Agreement with respect to any of the
          Obligations shall be made to the Administrative Agent on the date when due and
          shall be made at the Payment Office in immediately available funds and shall be
          made in Dollars.




             (d)    
          Timing of Payments.    Any payments under this Agreement that are made later
          than 12:00 noon (local time at the Payment Office) shall be deemed to have
          been made on the next succeeding Business Day. Whenever any payment to be made
          hereunder shall be stated to be due on a day that is not a Business Day, the due
          date thereof shall be extended to the next succeeding Business Day and, with
          respect to payments of principal, interest shall be payable during such
          extension at the applicable rate in effect immediately prior to such extension.




             (e)    
          Distribution to Lenders.    Upon the Administrative Agent’s receipt of
          payments hereunder, the Administrative Agent shall immediately distribute to
          each Lender or the applicable LC Issuer, as the case may be, its ratable share,
          if any, of the amount of principal, interest, and Fees received by it for the
          account of such Lender. Payments received by the Administrative Agent in Dollars
          shall be delivered to the Lenders or the applicable LC Issuer, as the case may
          be, in Dollars in immediately available funds; provided, however, that if
          at any time insufficient funds are received by and available to the
          Administrative Agent to pay fully all amounts of principal, Unpaid Drawings,
          interest and Fees then due hereunder then, except as specifically set forth
          elsewhere in this Agreement and subject to Section 8.03, such funds shall be
          applied, first, towards payment of interest and Fees then due hereunder,
          ratably among the parties entitled thereto in accordance with the amounts of
          interest and Fees then due to such parties, and second, towards payment
          of principal and Unpaid Drawings then due hereunder, ratably among the parties
          entitled thereto in accordance with the amounts of principal and Unpaid Drawings
          then due to such parties.




43 






















ARTICLE III. 




INCREASED COSTS,
ILLEGALITY AND TAXES 




        Section 3.01
    Increased Costs, Illegality, etc.  



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



     		        (i)
    on any date for determining the interest rate applicable to any Eurodollar Loan
          for any Interest Period that, by reason of any changes arising after the Closing
          Date, adequate and fair means do not exist for ascertaining the applicable
          interest rate on the basis provided for in this Agreement for such Eurodollar
          Loan; or 


          



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


          



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


          



then, and in each such event,
such Lender (or the Administrative Agent in the case of clause (i) above) shall (1) on or
promptly following such date or time and (2) within 10 Business Days of the date on which
such event no longer exists give notice (by telephone confirmed in writing) to the
Borrower Representative and to the Administrative Agent of such determination (which
notice the Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, the affected Type of Eurodollar Loans
shall no longer be available until such time as the Administrative Agent notifies the
Borrower Representative and the Lenders that the circumstances giving rise to such notice
by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Continuation or Conversion given by the Borrower Representative with respect to such Type
of Eurodollar Loans that have not yet been incurred, Converted or Continued shall be
deemed rescinded by the Borrower Representative or, in the case of a Notice of Borrowing,
shall, at the option of the Borrower Representative, be deemed converted into a Notice of
Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Notice
of Borrowing, (y) in the case of clause (ii) above, the Borrowers shall pay to such
Lender, upon written demand therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such Lender shall
determine) as shall be required to compensate such Lender for such increased costs or
reductions in amounts receivable hereunder (a written notice as to the additional amounts
owed to such Lender, showing the basis for the calculation thereof, which basis must be
reasonable, submitted to the Borrower Representative by such Lender shall, absent manifest
error, be final and conclusive and binding upon all parties hereto) and (z) in the case of
clause (iii) above, the Borrowers shall take one of the actions specified in Section
3.01(b) as promptly as possible and, in any event, within the time period required by law. 



44 























             (b)    
          At any time that any Eurodollar Loan is affected by the circumstances described
          in Section 3.01(a)(ii) or (iii), the Borrower Representative may (and in the
          case of a Eurodollar Loan affected pursuant to Section 3.01(a)(iii) the Borrower
          Representative shall) either (i) if the affected Eurodollar Loan is then
          being made pursuant to a Borrowing, by giving the Administrative Agent
          telephonic notice (confirmed promptly in writing) thereof on the same date that
          the Borrower Representative was notified by a Lender pursuant to Section
          3.01(a)(ii) or (iii), cancel said Borrowing, or convert the related Notice of
          Borrowing into one requesting a Borrowing of Base Rate Loans or require the
          affected Lender to make its requested Loan as a Base Rate Loan, or (ii) if the
          affected Eurodollar Loan is then outstanding, upon at least one Business
          Day’s notice to the Administrative Agent, require the affected Lender to
          Convert each such Eurodollar Loan into a Base Rate Loan; provided,
          however, that if more than one Lender is affected at any time, then all
          affected Lenders must be treated the same pursuant to this Section 3.01(b).




             (c)    
          If any Lender shall have determined that after the Closing Date, the adoption of
          any applicable law, rule or regulation regarding capital adequacy, or any change
          therein, or any change in the interpretation or administration thereof by any
          Governmental Authority, central bank or comparable agency charged by law with
          the interpretation or administration thereof, or compliance by such Lender or
          its parent corporation with any request or directive regarding capital adequacy
          (whether or not having the force of law) of any such authority, central bank, or
          comparable agency, in each case made subsequent to the Closing Date, has or
          would have the effect of reducing by an amount reasonably deemed by such Lender
          to be material to the rate of return on such Lender’s or its parent
          corporation’s capital or assets as a consequence of such Lender’s
          commitments or obligations hereunder to a level below that which such Lender or
          its parent corporation could have achieved but for such adoption, effectiveness,
          change or compliance (taking into consideration such Lender’s or its parent
          corporation’s policies with respect to capital adequacy), then from time to
          time, within 15 days after demand by such Lender (with a copy to the
          Administrative Agent), the Borrowers shall pay to such Lender such additional
          amount or amounts as will compensate such Lender or its parent corporation for
          such reduction. Each Lender, upon determining in good faith that any additional
          amounts will be payable pursuant to this Section 3.01(c), will give prompt
          written notice thereof to the Borrower Representative, which notice shall set
          forth, in reasonable detail, the basis of the calculation of such additional
          amounts, which basis must be reasonable, although the failure to give any such
          notice shall not release or diminish any of the Borrowers’ obligations to
          pay additional amounts pursuant to this Section 3.01(c) upon the subsequent
          receipt of such notice.




        Section 3.02    Breakage
Compensation.    The Borrowers shall compensate each Lender (including the Swing Line
Lender), upon its written request (which request shall set forth the detailed basis for
requesting and the method of calculating such compensation), for all reasonable losses,
costs, expenses and liabilities (including, without limitation, any loss, cost, expense or
liability incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans or Swing Loans and costs associated
with foreign currency hedging obligations incurred by such Lender in connection with any
Eurodollar Loan) which such Lender may sustain in connection with any of the following:
(i) if for any reason (other than a default by such Lender or the Administrative Agent) a
Borrowing of Eurodollar Loans or Swing Loans does not occur on a date specified therefor
in a Notice of Borrowing or a Notice of Continuation or Conversion (whether or not
withdrawn by the Borrower Representative or deemed withdrawn pursuant to Section 3.01(a));
(ii) if any repayment, prepayment, Conversion or Continuation of any Eurodollar Loan
occurs on a date that is not the last day of an Interest Period applicable thereto or any
Swing Loan is paid prior to the Swing Loan Maturity Date applicable thereto; (iii) if any
prepayment of any of its Eurodollar Loans is not made on any date specified in a notice of
prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any
Eurodollar Loan other than on the last day of the Interest Period applicable thereto
pursuant to a request by the Borrower Representative pursuant to Section 3.05(b); or (v)
as a consequence of (y) any other default by the Borrowers to repay or prepay any
Eurodollar Loans when required by the terms of this Agreement or (z) an election made
pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall be
delivered to the Borrower Representative and shall be conclusive absent manifest error.
The Borrowers shall pay such Lender the amount shown as due on any such request within 10
days after receipt thereof. 



45 






















        Section 3.03
    Net Payments.  



             (a)    
          Except as provided for in Section 3.03(b), all payments made by the Borrowers
          hereunder, under any Note or any other Loan Document, including all payments
          made by the Borrowers pursuant to its guaranty obligations under Article X,
          will be made free and clear of, and without deduction or withholding for, any
          present or future taxes, levies, imposts, duties, fees, assessments or other
          charges of whatever nature now or hereafter imposed by any jurisdiction or by
          any political subdivision or taxing authority thereof or therein with respect to
          such payments (but excluding, except as provided in this Section 3.03(a), any
          tax imposed on or measured by the net income or net profits of a Lender and
          franchise taxes imposed on it pursuant to the laws of the jurisdiction under
          which such Lender is organized or the jurisdiction in which the principal office
          or Applicable Lending Office of such Lender, as applicable, is located or any
          subdivision thereof or therein) and all interest, penalties or similar
          liabilities with respect to such non-excluded taxes, levies imposts, duties,
          fees, assessments or other charges (all such non-excluded taxes, levies,
          imposts, duties, fees, assessments or other charges being referred to
          collectively as “Taxes”). If any Taxes are so levied or
          imposed, the Borrowers agree to pay the full amount of such Taxes and such
          additional amounts (including additional amounts to compensate for withholding
          on amounts paid pursuant to this Section 3.03) as may be necessary so that every
          payment by it of all amounts due hereunder, under any Note or under any other
          Loan Document, after withholding or deduction for or on account of any Taxes
          will not be less than the amount provided for herein or in such Note or in such
          other Loan Document. The Borrowers will indemnify and hold harmless the
          Administrative Agent and each Lender, and reimburse the Administrative Agent or
          such Lender upon its written request, for the amount of any Taxes imposed on and
          paid by such Lender. If any amounts are payable in respect of Taxes pursuant to
          this Section 3.03(a), the Borrowers agree to reimburse each Lender, upon the
          written request of such Lender, for taxes imposed on or measured by the net
          income, profits or franchise of such Lender pursuant to the laws of the
          jurisdiction in which such Lender is organized or in which the principal office
          or Applicable Lending Office of such Lender is located, as the case may be, or
          under the laws of any political subdivision or taxing authority therein, and for
          any withholding of taxes as such Lender shall determine are payable by, or
          withheld from, such Lender in respect of such reimbursement of taxes, which
          request shall be accompanied by a statement from such Lender setting forth, in
          reasonable detail, the computations used in determining such amounts. The
          Borrowers will furnish to the Administrative Agent within 45 days after the date
          the payment of any Taxes, or any withholding or deduction on account thereof, is
          due pursuant to applicable law certified copies of tax receipts, or other
          evidence satisfactory to the respective Lender, evidencing such payment by the
          Borrower.




46 





















             (b)    
          Each Lender that is not a United States Person (as such term is defined in
          Section 7701(a)(30) of the Code) for federal income tax purposes and that is
          entitled to claim an exemption from or reduction in United States withholding
          tax with respect to a payment by Borrowers agree to provide to the Borrower
          Representative and the Administrative Agent on or prior to the Closing Date, or
          in the case of a Lender that is an assignee or transferee of an interest under
          this Agreement pursuant to Section 11.06 (unless the respective Lender was
          already a Lender hereunder immediately prior to such assignment or transfer and
          such Lender is in compliance with the provisions of this Section), on the date
          of such assignment or transfer to such Lender, and from time to time thereafter
          if required by the Borrower Representative or the Administrative Agent two
          accurate and complete original signed copies of Internal Revenue Service Forms
          W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate
          forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN
          with respect to beneficial owners of the payment) certifying to such
          Lender’s entitlement to exemption from or a reduced rate of withholding of
          United States withholding tax with respect to payments to be made under this
          Agreement, any Note or any other Loan Document, along with any other appropriate
          documentation establishing such exemption or reduction (such as statements
          certifying qualification for exemption with respect to portfolio interest). In
          addition, each Lender agrees that from time to time after the Closing Date, when
          a lapse in time or change in circumstances renders the previous certification
          obsolete or inaccurate in any material respect, it will deliver to the Borrower
          Representative and the Administrative Agent two new accurate and complete
          original signed copies of the applicable Internal Revenue Service form
          establishing such exemption or reduction (such as statements certifying
          qualification for exemption with respect to portfolio interest) and any related
          documentation as may be required in order to confirm or establish the
          entitlement of such Lender to a continued exemption from or reduction in United
          States withholding tax if the Lender continues to be so entitled. No Lender
          shall be required by this Section 3.03(b) to deliver a form or certificate that
          it is not legally entitled to deliver. The Borrowers shall not be obligated
          pursuant to Section 3.03(a) hereof to pay additional amounts on account of or
          indemnify with respect to United States withholding taxes to the extent that
          such taxes arise solely due to a Lender’s failure to deliver forms that it
          was legally entitled to but failed to deliver under this Section 3.03(b). The
          Borrowers agree to pay additional amounts and indemnify each Lender in the
          manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld
          by it as a result of any changes after the Closing Date in any applicable law,
          treaty, governmental rule, regulation, guideline or order, or in the
          interpretation thereof, relating to the deducting or withholding of income or
          similar Taxes.




             (c)    
          If any Lender, in its sole opinion, determines that it has finally and
          irrevocably received or been granted a refund in respect of any Taxes as to
          which indemnification has been paid by the Borrowers pursuant to this Section
          3.03, it shall promptly remit such refund (including any interest received in
          respect thereof), net of all out-of-pocket costs and expenses to the Borrower;
          provided, however, that the Borrowers agree to promptly return any such
          refund (plus interest) to such Lender in the event such Lender is required to
          repay such refund to the relevant taxing authority. Any such Lender shall
          provide the Borrower Representative with a copy of any notice of assessment from
          the relevant taxing authority (redacting any unrelated confidential information
          contained therein) requiring repayment of such refund. Nothing contained herein
          shall impose an obligation on any Lender to apply for any such refund.




        Section 3.04
    Increased Costs to LC
Issuers.    If after the Closing Date, the adoption of any applicable law, rule or
regulation, or any change therein, or any change in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any LC Issuer or any Lender
with any request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency (in each case made subsequent to the Closing
Date) shall either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against Letters of Credit issued by such LC Issuer or such
Lender’s participation therein, or (ii) impose on such LC Issuer or any Lender any
other conditions affecting this Agreement, any Letter of Credit or such Lender’s
participation therein; and the result of any of the foregoing is to increase the cost to
such LC Issuer or such Lender of issuing, maintaining or participating in any Letter of
Credit, or to reduce the amount of any sum received or receivable by such LC Issuer or
such Lender hereunder (other than any increased cost or reduction in the amount received
or receivable resulting from the imposition of or a change in the rate of taxes or similar
charges), then, upon demand to the Borrower Representative by such LC Issuer or such
Lender (a copy of which notice shall be sent by such LC Issuer or such Lender to the
Administrative Agent), the Borrowers shall pay to such LC Issuer or such Lender such
additional amount or amounts as will compensate any such LC Issuer or such Lender for such
increased cost or reduction. A certificate submitted to the Borrower Representative by any
LC Issuer or any Lender, as the case may be (a copy of which certificate shall be sent by
such LC Issuer or such Lender to the Administrative Agent), setting forth, in reasonable
detail, the basis for the determination of such additional amount or amounts necessary to
compensate any LC Issuer or such Lender as aforesaid shall be conclusive and binding on
the Borrowers absent manifest error, although the failure to deliver any such certificate
shall not release or diminish the Borrowers’ obligations to pay additional amounts
pursuant to this Section 3.04. 



47 





















        Section 3.05
    Change of Lending Office; Replacement of Lenders.  



             (a)    
          Each Lender agrees that, upon the occurrence of any event giving rise to the
          operation of Sections 3.01(a)(ii) or (iii), 3.01(c), 3.03 or 3.04 requiring the
          payment of additional amounts to the Lender, such Lender will, if requested by
          the Borrower Representative, use reasonable efforts (subject to overall policy
          considerations of such Lender) to designate another Applicable Lending Office
          for any Loans or Commitments affected by such event; provided, however,
          that such designation is made on such terms that such Lender and its Applicable
          Lending Office suffer no economic, legal or regulatory disadvantage, with the
          object of avoiding the consequence of the event giving rise to the operation of
          any such Section.




             (b)    
          If (i) any Lender requests any compensation, reimbursement or other payment
          under Sections 3.01(a)(ii) or (iii), 3.01(c) or 3.04 with respect to such
          Lender, or (ii) the Borrowers are required to pay any additional amount to
          any Lender or Governmental Authority pursuant to Section 3.03, then the
          Borrowers may, at their sole expense and effort, upon notice to such Lender and
          the Administrative Agent, require such Lender to assign and delegate, without
          recourse (in accordance with the restrictions contained in Section 11.06(c)),
          all its interests, rights and obligations under this Agreement to an Eligible
          Assignee that shall assume such obligations; provided, however, that
          (1) the Borrower Representative shall have received the prior written
          consent of the Administrative Agent, which consent shall not be unreasonably
          withheld or delayed, (2) such Lender shall have received payment of an amount
          equal to the outstanding principal of its Loans, accrued interest thereon,
          accrued fees and all other amounts payable to it hereunder, from the assignee
          (to the extent of such outstanding principal and accrued interest and fees) or
          the Borrowers (in the case of all other amounts, including any breakage
          compensation under Section 3.02 hereof), and (3) in the case of any such
          assignment resulting from a claim for compensation, reimbursement or other
          payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c)
          or Section 3.04 with respect to such Lender, or resulting from any required
          payments to any Lender or Governmental Authority pursuant to Section 3.03, such
          assignment will result in a reduction in such compensation, reimbursement or
          payments. A Lender shall not be required to make any such assignment and
          delegation if, prior thereto, as a result of a waiver by such Lender or
          otherwise, the circumstances entitling the Borrowers to require such assignment
          and delegation cease to apply.




48 





















             (c)    
          Nothing in this Section 3.05 shall affect or postpone any of the obligations of
          the Borrowers or the right of any Lender provided in Sections 3.01, 3.03 or
          3.04.





ARTICLE IV. 




CONDITIONS PRECEDENT 



        Section 4.01
    Conditions Precedent
at Closing Date.    The obligation of the Lenders to make Loans, and of any LC Issuer to
issue Letters of Credit, is subject to the satisfaction of each of the following
conditions on or prior to the Closing Date: 



     		        (i)
    Credit Agreement.    This Agreement shall have been executed by the
          Borrowers, the Administrative Agent, each LC Issuer and each of the Lenders. 


          



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


          



     		        (iii)
    Subsidiary Guaranty.    The Subsidiary Guarantors shall have duly executed
          and delivered an Amended and Restated Subsidiary Guaranty (the
          “Subsidiary Guaranty”), substantially in the form attached
          hereto as Exhibit C-1.  


          



     		        (iv)
    Security Agreement.    The Borrowers and each Subsidiary Guarantor shall
          have duly executed and delivered an Amended and Restated Pledge and Security
          Agreement (the “Security Agreement”), substantially in the form
          attached hereto as Exhibit C-2, and shall have executed and delivered the
          Collateral Assignment Agreements required pursuant to the terms of the Security
          Agreement. 


          



     		        (v)
    Fees and Fee Letters.    The Borrowers shall have (A) executed and delivered
          to the Administrative Agent the Administrative Agent Fee Letter and therein
          shall have paid to the Administrative Agent, for its own account, the fees
          required to be paid by it on the Closing Date, and (B) paid or caused to be paid
          all reasonable fees and expenses of the Administrative Agent and of special
          counsel to the Administrative Agent that have been invoiced on or prior to the
          Closing Date in connection with the preparation, execution and delivery of this
          Agreement and the other Loan Documents and the consummation of the transactions
          contemplated hereby and thereby. 


          



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


          



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


          



49 





















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


          



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


          



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


          



     		        (xi)
    Search Reports.    The Administrative Agent shall have received the results
          of UCC and other search reports from one or more commercial search firms
          acceptable to the Administrative Agent, listing all of the effective financing
          statements filed against any Loan Party, together with copies of such financing
          statements. 


          



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


          



     		        (xiii)
    Closing Certificate.    The Administrative Agent shall have received a
          certificate substantially in the form of Exhibit D hereto, dated the
          Closing Date, of an Authorized Officer to the effect that, at and as of the
          Closing Date and both before and after giving effect to the initial Borrowings
          hereunder and the application of the proceeds thereof: (A) no Default or Event
          of Default has occurred or is continuing; and (B) all representations and
          warranties of the Loan Parties contained herein or in the other Loan Documents
          are true and correct in all material respects as of the Closing Date. 


          



     		        (xiv)
    Consolidated EBITDA.    The Administrative Agent shall have received a
          certificate of a financial officer of the Borrowers certifying that the
          Borrowers’ Consolidated EBITDA (including AMICO) for the twelve-month
          period ending September 30, 2005, calculated on a pro forma basis, is
          greater than $160,000,000. 


          



     		        (xv)
    Solvency Certificate.    The Administrative Agent shall have received a
          solvency certificate substantially in the form attached hereto as Exhibit
          E, dated as of the Closing Date, and executed by the Chief Financial Officer
          of the Borrower Representative. 


          



50 





















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


          



     		        (xvii)
    Subordinated Indenture.    The Borrower Representative shall have provided
          to the Administrative Agent and the Lenders an executed copy of the Subordinated
          Indenture and all other agreements, documents and instruments executed in
          connection therewith, all in form and substance satisfactory to the
          Administrative Agent and the Lenders, and the Borrowers shall have received cash
          proceeds in an aggregate amount of not less than $150,000,000 (net of any
          underwriting discount or placement fees incurred or paid in connection
          therewith) from the issuance of the notes under the Subordinated Indenture. 


          



     		        (xviii)
    Bridge Loan Agreement.    All Indebtedness under the Bridge Loan Agreement
          shall contemporaneously with the making of the Loans hereunder be repaid in full
          and all Liens granted or created thereunder shall have been released or
          otherwise terminated. 


          



     		        (xix)
    Total Leverage Ratio.    The Borrower Representative shall have provided to
          the Administrative Agent evidence satisfactory to it that on the Closing Date,
          after giving effect to the making of the Loans contemplated hereby, the Total
          Leverage Ratio is less than 3.25 to 1.00. 


          



     		        (xx)
    No Material Adverse Effect.    There shall not have occurred any event or
          condition since December 31, 2004 that, in the opinion of the Lenders, has had
          or could reasonably be expected to have a Material Adverse Effect. 


          



     		        (xxi)
    No Litigation.    There shall not exist any action, suit, investigation or
          proceeding pending or threatened in any court or before any arbitrator or
          Governmental Authority that purports to materially and adversely affect any
          transaction contemplated hereby or the ability of the Borrowers or any other
          obligor to perform their respective obligations under the Loan Documents. 


          



     		        (xxii)
    Miscellaneous.    The Loan Parties shall have provided to the Administrative
          Agent and the Lenders such other items and shall have satisfied such other
          conditions as may be reasonably required by the Administrative Agent or the
          Lenders. 


          



        Section 4.02
    Conditions Precedent
to All Credit Events.    The obligations of the Lenders, the Swing Line Lender and each
LC Issuer to make or participate in each Credit Event is subject, at the time thereof, to
the satisfaction of the following conditions: 



             (a)    
          Notice.    The Administrative Agent (and in the case of subpart (iii) below,
          the applicable LC Issuer) shall have received, as applicable, (i) a Notice of
          Borrowing meeting the requirements of Section 2.06(b) with respect to any
          Borrowing (other than a Continuation or Conversion), (ii) a Notice of
          Continuation or Conversion meeting the requirements of Section 2.10(b) with
          respect to a Continuation or Conversion, or (iii) an LC Request meeting the
          requirements of Section 2.05(b) with respect to each LC Issuance.




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




51 





















        The
acceptance of the benefits of each Credit Event shall constitute a representation and
warranty by the Borrowers to the Administrative Agent, the Swing Line Lender, each LC
Issuer and each of the Lenders that all of the applicable conditions specified in Section
4.01 and Section 4.02 have been satisfied as of the times referred to in such Sections. 




ARTICLE V. 




REPRESENTATIONS AND
WARRANTIES 



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



        Section 5.01
    Corporate Status.    
Each Borrower and each of their respective Subsidiaries (i) is a duly organized or formed
and validly existing corporation, partnership or limited liability company, as the case
may be, in good standing or in full force and effect under the laws of the jurisdiction of
its formation and has the corporate, partnership or limited liability company power and
authority, as applicable, to own its property and assets and to transact the business in
which it is engaged and presently proposes to engage, and (ii) has duly qualified and is
authorized to do business in all jurisdictions where it is required to be so qualified or
authorized except where the failure to be so qualified would not have a Material Adverse
Effect. Schedule 5.01 hereto lists, as of the Closing Date, each Subsidiary (and
the direct and indirect ownership interest of the Borrowers therein). 



        Section 5.02
    Corporate Power and
Authority.    Each Loan Party has the corporate or other organizational power and
authority to execute, deliver and carry out the terms and provisions of the Loan Documents
to which it is party and has taken all necessary corporate or other organizational action
to authorize the execution, delivery and performance of the Loan Documents to which it is
party. Each Loan Party has duly executed and delivered each Loan Document to which it is
party and each Loan Document to which it is party constitutes the legal, valid and binding
agreement and obligation of such Loan Party enforceable in accordance with its terms,
except to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws generally
affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law). 



        Section 5.03
    No Violation.    
Neither the execution, delivery and performance by any Loan Party of the Loan Documents to
which it is party nor compliance with the terms and provisions thereof (i) will contravene
any provision of any law, statute, rule, regulation, order, writ, injunction or decree of
any Governmental Authority applicable to such Loan Party or its properties and assets,
(ii) will conflict with or result in any breach of, any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien (other than the Liens
created pursuant to the Security Documents) upon any of the property or assets of such
Loan Party pursuant to the terms of any promissory note, bond, debenture, indenture,
mortgage, deed of trust, credit or loan agreement, or any other agreement or other
instrument, to which such Loan Party is a party or by which it or any of its property or
assets are bound or to which it may be subject, other than when consent has been obtained,
or (iii) will violate any provision of the Organizational Documents of such Loan Party. 



52 





















        Section 5.04    Governmental
Approvals.    No order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, any Governmental Authority is
required to authorize or is required as a condition to (i) the execution, delivery and
performance by any Loan Party of any Loan Document to which it is a party or any of its
obligations thereunder, or (ii) the legality, validity, binding effect or enforceability
of any Loan Document to which any Loan Party is a party, except the filing and
recording of financing statements and other documents necessary in order to perfect the
Liens created by the Security Documents. 



        Section 5.05
    Litigation.    There
are no actions, suits or proceedings pending or, to the knowledge of the Borrowers,
threatened with respect to the Borrowers or any of their Subsidiaries (i) that have had,
or could reasonably be expected to have, a Material Adverse Effect, or (ii) that question
the validity or enforceability of any of the Loan Documents, or of any action to be taken
by any Borrower or any of the other Loan Parties pursuant to any of the Loan Documents. 




        Section 5.06
    Use of Proceeds; Margin Regulations.



             (a)    
          The proceeds of all Loans and LC Issuances shall be utilized to refinance
          existing senior debt facilities (including the Bridge Loan Agreement), provide
          funds for Permitted Acquisitions and provide working capital and funds for
          general corporate purposes, in each case, not inconsistent with the terms of
          this Agreement.




             (b)    
          No part of the proceeds of any Credit Event will be used directly or indirectly
          to purchase or carry Margin Stock, or to extend credit to others for the purpose
          of purchasing or carrying any Margin Stock, in violation of any of the
          provisions of Regulations U or X of the Board of Governors of the Federal
          Reserve System. No Borrower is engaged in the business of extending credit for
          the purpose of purchasing or carrying any Margin Stock. At no time would more
          than 25% of the value of the assets of the Borrowers or of the Borrowers and
          their consolidated Subsidiaries that are subject to any “arrangement”
          (as such term is used in Section 221.2(g) of such Regulation U) hereunder be
          represented by Margin Stock.




        Section 5.07
    Financial
Statements.    The Borrower Representative has furnished to the Lenders and the
Administrative Agent complete and correct copies of (i) the audited consolidated balance
sheets of the Borrowers and their consolidated Subsidiaries as of December 31, 2004 and
the related audited consolidated statements of income, shareholders’ equity, and cash
flows of the Borrowers and their consolidated subsidiaries for the fiscal years then
ended, accompanied by the report thereon of PricewaterhouseCoopers LLP; and (ii) the
consolidated balance sheets of the Borrowers and their consolidated Subsidiaries as of
June 30, 2005 and the related consolidated statements of income and of cash flows of
the Borrowers and their consolidated Subsidiaries for the fiscal period then ended, as
included in GII’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005,
filed with the SEC. All such financial statements have been prepared in accordance with
GAAP, consistently applied (except as stated therein), and fairly present the financial
position of the entities described in such financial statements as of the respective dates
indicated and the consolidated results of their operations and cash flows for the
respective periods indicated, subject in the case of any such financial statements that
are unaudited, to normal audit adjustments, none of which will involve a Material Adverse
Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest
financial statements referred to above, and will not have as of the Closing Date after
giving effect to the incurrence of Loans hereunder, any material or significant contingent
liability or liability for taxes, long-term lease or unusual forward or long-term
commitment that is not reflected in the foregoing financial statements or the notes
thereto in accordance with GAAP and that in any such case is material in relation to the
business, operations, properties, assets, financial or other condition or prospects of the
Borrowers or any of their Subsidiaries. 



53 





















        Section 5.08
    Solvency.    The
Borrowers have received consideration that is the reasonable equivalent value of the
obligations and liabilities that the Borrowers have incurred to the Administrative Agent,
each LC Issuer and the Lenders under the Loan Documents. The Borrowers now have capital
sufficient to carry on their business and transactions and all business and transactions
in which it is about to engage and is now solvent and able to pay their debts as they
mature and the Borrowers, as of the Closing Date, owns property having a value, both at
fair valuation and at present fair salable value, greater than the amount required to pay
the Borrowers’ debts; and the Borrowers are not entering into the Loan Documents with
the intent to hinder, delay or defraud their creditors. For purposes of this Section,
“debt” means any liability on a claim, and “claim” means
(y) right to payment whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured or unsecured; or (z) right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured. 



        Section 5.09
    No Material Adverse
Change.    Since December 31, 2004, there has been no change in the financial or other
condition, business, affairs or prospects of the Borrowers and their Subsidiaries taken as
a whole, or their properties and assets considered as an entirety, except for
changes none of which, individually or in the aggregate, has had or could reasonably be
expected to have, a Material Adverse Effect. 



        Section 5.10
    Tax Returns and
Payments.    Each of the Borrowers and their Subsidiaries have filed all federal income
tax returns and all other tax returns, domestic and foreign, required to be filed by it
and has paid all taxes and assessments payable by it that have become due, other than
those not yet delinquent and except for those contested in good faith. Each of the
Borrowers and their Subsidiaries have established on its books such charges, accruals and
reserves in respect of taxes, assessments, fees and other governmental charges for all
fiscal periods as are required by GAAP. Neither the Borrowers nor any of their
Subsidiaries know of any proposed assessment for additional federal, foreign or state
taxes for any period, or of any basis therefor, which, individually or in the aggregate,
taking into account such charges, accruals and reserves in respect thereof as the
Borrowers and their Subsidiaries have made, could reasonably be expected to have a
Material Adverse Effect. 



        Section 5.11    Title to Properties,
etc.    Each of the Borrowers and their Subsidiaries has good and marketable title, in
the case of Real Property, and good title (or valid Leaseholds, in the case of any leased
property), in the case of all other property, to all of its properties and assets free and
clear of Liens other than Permitted Liens. The interests of the Borrowers and their
Subsidiaries in the properties reflected in the most recent balance sheet referred to in
Section 5.07, taken as a whole, were sufficient, in the judgment of the Borrowers, as of
the date of such balance sheet for purposes of the ownership and operation of the
businesses conducted by the Borrowers and their Subsidiaries. 



        Section 5.12
    Lawful Operations,
etc.    Each of the Borrowers and their Subsidiaries: (i) holds all necessary foreign,
federal, state, local and other governmental licenses, registrations, certifications,
permits and authorizations necessary to conduct its business, except to the extent the
failure to so hold could reasonably be expected to have a Material Adverse Effect; (ii) is
in full compliance with all requirements imposed by law, regulation or rule, whether
foreign, federal, state or local, that are applicable to it, its operations, or its
properties and assets, including, without limitation, applicable requirements of
Environmental Laws, except for any failure to obtain and maintain in effect, or
noncompliance that, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect; (iii) conducts its business in compliance with all
provisions of the Fair Debt Practices Collection Act and all other applicable federal,
state or local laws governing the collection of debts and neither Borrowers nor any of
their Subsidiaries is in material violation of any of such laws; and (iv) is in compliance
with all federal, state and local privacy laws. 



54 






















        Section 5.13
    Environmental Matters.  



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




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




        Section 5.14
    Compliance with
ERISA.    Compliance by the Borrowers with the provisions hereof and Credit Events
contemplated hereby will not involve any prohibited transaction within the meaning of
ERISA or Section 4975 of the Code. The Borrowers and their Subsidiaries, (i) have
fulfilled all obligations under minimum funding standards of ERISA and the Code with
respect to each Plan that is not a Multi-Employer Plan or a Multiple Employer Plan, (ii)
have satisfied all respective contribution obligations in respect of each Multi-Employer
Plan and each Multiple Employer Plan, (iii) are in compliance in all material respects
with all other applicable provisions of ERISA and the Code with respect to each Plan, each
Multi-Employer Plan and each Multiple Employer Plan, and (iv) have not incurred any
liability under the Title IV of ERISA to the PBGC with respect to any Plan, any
Multi-Employer Plan, any Multiple Employer Plan, or any trust established thereunder. No
Plan or trust created thereunder has been terminated, and there have been no Reportable
Events, with respect to any Plan or trust created thereunder or with respect to any
Multi-Employer Plan or Multiple Employer Plan, which termination or Reportable Event will
or could result in the termination of such Plan, Multi-Employer Plan or Multiple Employer
Plan and give rise to a material liability of the Borrower or any ERISA Affiliate in
respect thereof. Neither Borrower nor any ERISA Affiliate is at the date hereof, or has
been at any time within the two years preceding the date hereof, an employer required to
contribute to any Multi-Employer Plan or Multiple Employer Plan, or a “contributing
sponsor” (as such term is defined in Section 4001 of ERISA) in any Multi-Employer
Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has any
contingent liability with respect to any post-retirement “welfare benefit plan”
(as such term is defined in ERISA) except as has been disclosed to the Lenders in writing. 



55 





















        Section 5.15    Intellectual Property,
etc.    The Borrowers and their Subsidiaries have obtained or have the right to use all
material patents, trademarks, service marks, trade names, copyrights, licenses and other
rights with respect to the foregoing necessary for the present and planned future conduct
of its business, without any known conflict with the rights of others, except for
such patents, trademarks, service marks, trade names, copyrights, licenses and rights, the
loss of which, and such conflicts which, in any such case individually or in the aggregate
would not reasonably be expected to have a Material Adverse Effect. 



        Section 5.16    Investment Company
Act, etc.    Neither the Borrowers nor any of their Subsidiaries are subject to
regulation with respect to the creation or incurrence of Indebtedness under the Investment
Company Act of 1940, as amended, the Interstate Commerce Act, as amended, the Federal
Power Act, as amended, the Energy Policy Act of 2005, as amended, or any applicable state
public utility law. 



        Section 5.17
    Insurance.    The
Borrowers and their Subsidiaries maintain insurance coverage by such insurers and in such
forms and amounts and against such risks as are generally consistent with industry
standards and in each case in compliance with the terms of the Loan Documents. 



        Section 5.18
    Burdensome Contracts;
Labor Relations.    Neither the Borrowers nor any of their Subsidiaries (a) are subject
to any burdensome contract, agreement, corporate restriction, judgment, decree or order,
(b) are a party to any labor dispute affecting any bargaining unit or other group of
employees generally, (c) are subject to any strike, slowdown, walk out or other concerted
interruptions of operations by employees of the Borrower or any Subsidiary, whether or not
relating to any labor contracts, (d) are subject to any pending or, to the knowledge of
the Borrowers, threatened, unfair labor practice complaint, before the National Labor
Relations Board, (e) are subject to any pending or, to the knowledge of the Borrowers,
threatened grievance or arbitration proceeding arising out of or under any collective
bargaining agreement, (f) are subject to any significant pending or, to the knowledge of
the Borrowers, threatened strike, labor dispute, slowdown or stoppage, or (g) are, to the
knowledge of the Borrowers, involved or subject to any union representation organizing or
certification matter with respect to the employees of the Borrowers or any of their
Subsidiaries, except (with respect to any matter specified in any of the above
clauses) for such matters as, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. 



        Section 5.19
    Security
Interests.    Once executed and delivered, each of the Security Documents creates, as
security for the Secured Obligations (as defined in the Security Agreement), a valid and
enforceable, and upon making the filings and recordings referenced in the next sentence,
perfected security interest in and Lien on all of the Collateral subject thereto from time
to time, in favor of the Administrative Agent for the benefit of the Secured Creditors,
superior to and prior to the rights of all third persons and subject to no other Liens,
except that the Collateral under the Security Documents may be subject to Permitted
Liens. No filings or recordings are required in order to perfect the security interests
created under any Security Document except for filings or recordings required in
connection with any such Security Document that shall have been made, or for which
satisfactory arrangements have been made, upon or prior to the execution and delivery
thereof. All recording, stamp, intangible or other similar taxes required to be paid by
any Person under applicable legal requirements or other laws applicable to the property
encumbered by the Security Documents in connection with the execution, delivery,
recordation, filing, registration, perfection or enforcement thereof have been paid. 



56 





















        Section 5.20    True and Complete
Disclosure.    All factual information (taken as a whole) heretofore or contemporaneously
furnished by or on behalf of the Borrowers or any of their Subsidiaries in writing to the
Administrative Agent or any Lender for purposes of or in connection with this Agreement or
any transaction contemplated herein, is, and all other such factual information (taken as
a whole) hereafter furnished by or on behalf of such Person in writing to the
Administrative Agent or any Lender will be, true and accurate in all material respects on
the date as of which such information is dated or certified and not incomplete by omitting
to state any material fact necessary to make such information (taken as a whole) not
misleading at such time in light of the circumstances under which such information was
provided. 



        Section 5.21
    Defaults.    No
Default or Event of Default exists as of the Closing Date hereunder, nor will any Default
or Event of Default begin to exist immediately after the execution and delivery hereof. 



        Section 5.22    Anti-Terrorism Law
Compliance.    Neither the Borrowers nor any of their Subsidiaries are subject to or in
violation of any law, regulation, or list of any government agency (including, without
limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224
or the USA Patriot Act) that prohibits or limits the conduct of business with or the
receiving of funds, goods or services to or for the benefit of certain Persons specified
therein or that prohibits or limits any Lender or LC Issuer from making any advance or
extension of credit to the Borrower or from otherwise conducting business with the
Borrower. 




ARTICLE VI. 




AFFIRMATIVE COVENANTS 



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



        Section 6.01
    Reporting  Requirements.    The Borrower Representative will furnish to the Administrative  Agent and
each Lender: 



        (a)
    Annual Financial Statements.    As soon as available and in any event within           90 days after the close of each
fiscal year of the Borrowers (but no later than           the date on which GII would be
required to file a Form 10-K under the Exchange           Act if it were subject to
Sections 15 and 13(d) of the Exchange Act), the           consolidated balance sheets of
the Borrowers and their respective consolidated           Subsidiaries as at the end of
such fiscal year and the related consolidated           statements of income, of
stockholders’ equity and of cash flows for such           fiscal year, in each case
setting forth comparative figures for the preceding           fiscal year, all in
reasonable detail and accompanied by the opinion with           respect to such
consolidated financial statements of independent public           accountants of
recognized national standing selected by the Borrowers, which           opinion shall be
unqualified and shall (i) state that such accountants audited           such consolidated
financial statements in accordance with generally accepted           auditing standards,
that such accountants believe that such audit provides a           reasonable basis for
their opinion, and that in their opinion such consolidated           financial statements
present fairly, in all material respects, the consolidated           financial position
of the Borrowers and their respective consolidated           subsidiaries as at the end
of such fiscal year and the consolidated results of           their operations and cash
flows for such fiscal year in conformity with           generally accepted accounting
principles, or (ii) contain such statements as are           customarily included in
unqualified reports of independent accountants in           conformity with the
recommendations and requirements of the American Institute           of Certified Public
Accountants (or any successor organization).  



57 





















        (b)    
Quarterly Financial Statements.    
As soon as available and in any event           within 45 days after the close of the
first three quarterly accounting periods           in each fiscal year of the Borrowers
(but no later than the date on which GII           would be required to file a Form 10-Q
under the Exchange Act if it were subject           to Sections 15 and 13(d) of the
Exchange Act), the unaudited consolidated           balance sheets of the Borrowers and
their respective consolidated Subsidiaries           as at the end of such quarterly
period and the related unaudited consolidated           statements of income and of cash
flows for such quarterly period and/or for the           fiscal year to date, and setting
forth, in the case of such unaudited           consolidated statements of income and of
cash flows, comparative figures for the           related periods in the prior fiscal
year, and which shall be certified on behalf           of the Borrowers by the Chief
Financial Officer of the Borrower Representative,           subject to changes resulting
from normal year-end audit adjustments.  



        (c)    
Officer’s Compliance
Certificates.    At the time of the delivery of           the financial statements
provided for in Sections 6.01(a) and (b), a certificate           (a “Compliance
Certificate”), in substantially the form           attached hereto as Exhibit
F, on behalf of the Borrowers by an Authorized           Officer to the effect that
(i) no Default or Event of Default exists or, if any           Default or Event of
Default does exist, specifying the nature and extent thereof           and the actions
the Borrowers propose to take with respect thereto, and (ii) the
          representations and warranties of the Loan Parties are true and correct in all
          material respects, except to the extent that any relate to an earlier specified
          date, in which case, such representations shall be true and correct in all
          material respects as of the date made, which certificate shall set forth the
          calculations required to establish compliance with the provisions of Section
          7.07.  



        (d)    
Notices.    Promptly, and in
any event within three Business Days after any           Borrower or Subsidiary obtains
knowledge thereof, notice of:  



     		        (i)
    the occurrence of any event that constitutes a Default or Event of Default,
          which notice shall specify the nature thereof, the period of existence thereof
          and what action the Borrowers propose to take with respect thereto; or 


          



     		        (ii)
    the commencement of, or any other material development concerning, any
          litigation or governmental or regulatory proceeding pending against the
          Borrowers or any of their Subsidiaries or the occurrence of any other event, if
          the same would be reasonably likely to have a Material Adverse Effect. 


          



        (e)    
ERISA.    Promptly, and in
any event within 10 days after any Borrower, any           Subsidiary or any ERISA
Affiliate knows of the occurrence of any of the           following, the Borrower
Representative will deliver to each of the Lenders a           certificate on behalf of
the Borrowers by an Authorized Officer setting forth           the full details as to
such occurrence and the action, if any, that such           Borrower, such Subsidiary or
such ERISA Affiliate is required or proposes to           take, together with any notices
required or proposed to be given to or filed           with or by any Borrower, the
Subsidiary, the ERISA Affiliate, the PBGC, a Plan           participant or the Plan
administrator with respect thereto (i) that a Reportable           Event has occurred
with respect to any Plan; (ii) the institution of any steps           by any Borrower,
any ERISA Affiliate, the PBGC or any other Person to terminate           any Plan; (iii)
the institution of any steps by any Borrower or any ERISA           Affiliate to withdraw
from any Plan; (iv) the institution of any steps by any           Borrower or any
Subsidiary to withdraw from any Multi-Employer Plan or Multiple           Employer Plan,
if such withdrawal could result in withdrawal liability (as           described in Part 1
of Subtitle E of Title IV of ERISA) in excess of $5,000,000;           (v) a non-exempt
“prohibited transaction” within the meaning of           Section 406 of ERISA
in connection with any Plan; (vi) that a Plan has an           Unfunded Current Liability
exceeding $5,000,000; (vii) any material increase in           the contingent liability
of any Borrower or any Subsidiary with respect to any           post-retirement welfare
liability; or (viii) the taking of any action by, or the           threatening of the
taking of any action by, the Internal Revenue Service, the           Department of Labor
or the PBGC with respect to any of the foregoing.  



58





















        (f)    
Environmental Matters.    Promptly upon, and in any event within 10 Business           Days after, an officer of
the Borrowers or any of their Subsidiaries obtaining           knowledge thereof, notice
of one or more of the following environmental matters           to the extent any of the
following would reasonably be expected to have a           Material Adverse Effect: (i)
any pending or threatened Environmental Claim           against the Borrowers or any of
their Subsidiaries or any Real Property owned or           operated by the Borrowers or
any of their Subsidiaries; (ii) any condition or           occurrence on or arising from
any Real Property owned or operated by the           Borrowers or any of their
Subsidiaries that (A) results in noncompliance by the           Borrowers or any of their
Subsidiaries with any applicable Environmental Law or           (B) would reasonably be
expected to form the basis of a Environmental Claim           against the Borrowers or
any of their Subsidiaries or any such Real Property;           (iii) any condition or
occurrence on any Real Property owned, leased or operated           by the Borrowers or
any of their Subsidiaries that could reasonably be expected           to cause such Real
Property to be subject to any restrictions on the ownership,           occupancy, use or
transferability by the Borrowers or any of their Subsidiaries           of such Real
Property under any Environmental Law; and (iv) the taking of any           removal or
remedial action in response to the actual or alleged presence of any           Hazardous
Material on any Real Property owned, leased or operated by the           Borrowers or any
of their Subsidiaries as required by any Environmental Law or           any governmental
or other administrative agency. All such notices shall describe           in reasonable
detail the nature of the Environmental Claim, such Borrower’s           or such
Subsidiary’s response thereto and the potential exposure in Dollars           of the
Borrowers and their Subsidiaries with respect thereto.  



        (g)    
SEC Reports and Registration
Statements.    Promptly after transmission           thereof or other filing with the
SEC, copies of all registration statements and           all annual, quarterly or current
reports that any Borrower or any of its           Subsidiaries is required to file with
the SEC on Form 10-K, 10-Q or 8-K (or any           successor forms).  



        (h)    
Annual, Quarterly and Other
Reports.    Promptly after transmission thereof           to its stockholders, copies of
all annual, quarterly and other reports and all           proxy statements that GII
furnishes to its stockholders generally.  



        (i)    
Auditors’ Internal
Control Comment Letters, etc.    Promptly upon           receipt thereof, a copy of each
letter or memorandum commenting on internal           accounting controls and/or
accounting or financial reporting policies followed           by the Borrowers and/or any
of their Subsidiaries which is submitted to the           Borrowers by their independent
accountants in connection with any annual or           interim audit made by them of the
books of the Borrowers or any of their           Subsidiaries.  



        (j)    
Information Relating to
Collateral.    At the time of the delivery of the           annual financial statements
provided for in subpart (a) above, a certificate of           an Authorized Officer
certifying that (i) no changes have occurred since the           Closing Date that would
give rise to the need for the Administrative Agent to           file amendments to any
UCC financing statements currently filed or file new UCC           financing statements,
or if any such changes have occurred, such certificate           shall set forth such
information as is necessary to file such amendments or           additional UCC financing
statements, and (ii) neither the Borrowers nor any of           their Subsidiaries have
taken any actions (and is not aware of any actions so           taken) to terminate any
UCC financing statements or other appropriate filings,           recordings or
registrations, including all refilings, rerecordings and           reregistrations,
containing a description of the Collateral that have been filed           of record in
each governmental, municipal or other appropriate office in each           appropriate
jurisdiction to the extent necessary to protect and perfect the           security
interests and Liens under the Security Documents for a period of not           less than
18 months after the date of such certificate (except as noted therein           with
respect to any continuation statements to be filed within such period).  



59





















        (k)    
Other Notices.    Promptly
after the transmission or receipt thereof, as           applicable, copies of all notices
received or sent by any Borrower or any           Subsidiary to or from the holders of
any Material Indebtedness or any trustee           with respect thereto.  



        (l)    
Other Information.    
Promptly, but in any event within 10 days after a           request therefor, such other
information or documents (financial or otherwise)           relating to the Borrowers or
any of their Subsidiaries as the Administrative           Agent or any Lender may
reasonably request from time to time.  



        Section 6.02
    Books, Records and
Inspections.    The Borrowers will, and will cause each of their respective Subsidiaries
to, (i) keep proper books of record and account, in which full and correct entries shall
be made of all financial transactions and the assets and business of the Borrowers or such
Subsidiary, as the case may be, in accordance with GAAP; and (ii) permit, upon
reasonable prior notice to the Borrower Representative, officers and designated
representatives of the Administrative Agent or any of the Lenders to visit and inspect any
of the properties or assets of the Borrowers and their Subsidiaries in whomsoever’s
possession (but only to the extent the Borrowers or such Subsidiary has the right to do so
to the extent in the possession of another Person), to examine the books of account of the
Borrowers and any of its Subsidiaries, and make copies thereof and take extracts
therefrom, and to discuss the affairs, finances and accounts of the Borrowers and of their
Subsidiaries with, and be advised as to the same by, its and their officers and
independent accountants and independent actuaries, if any, all at such reasonable times
and intervals and to such reasonable extent as the Administrative Agent or any of the
Lenders may request. 




        Section 6.03
    Insurance.  



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




             (b)    
          The Borrowers will, and will cause each of their Subsidiaries that is a Loan
          Party to, at all times keep their respective property that is subject to the
          Lien of any of the Security Documents insured in favor of the Administrative
          Agent, and all policies or certificates (or certified copies thereof) with
          respect to such insurance (and any other insurance maintained by any Borrower or
          any such Subsidiary) (i) shall be endorsed to the Administrative Agent’s
          satisfaction for the benefit of the Administrative Agent (including, without
          limitation, by naming the Administrative Agent as an additional loss payee (with
          respect to Collateral) or, to the extent permitted by applicable law, as an
          additional insured as its interests may appear), (ii) shall state that such
          insurance policies shall not be canceled, reduced or expire without 30
          days’ prior written notice thereof (or 10 days’ prior written notice
          in the case of cancellation for the non-payment of premiums) by the respective
          insurer to the Administrative Agent, (iii) shall provide that the respective
          insurers irrevocably waive any and all rights of subrogation with respect to the
          Administrative Agent and the Lenders, (iv) shall in the case of any such
          certificates or endorsements in favor of the Administrative Agent, be delivered
          to or deposited with the Administrative Agent, and (v) shall provide that the
          interests of the Administrative Agent shall not be invalidated by an act or
          negligence of any Borrower or any Subsidiary or any Person having an interest in
          any facility owned, leased or used by any Borrower or any of its Subsidiaries
          nor by occupancy or use of any facility owned, leased or used by any Borrower or
          any Subsidiary for purposes more hazardous than permitted by such policy nor by
          any foreclosure or other proceedings relating to any facility owned, leased or
          used by any Borrower or any Subsidiary. The Borrower Representative shall
          deliver to the Administrative Agent contemporaneously with the expiration or
          replacement of any policy of insurance required to be maintained by this
          Agreement a certificate as to the new or renewal policy. The Borrower
          Representative shall advise the Administrative Agent promptly upon the
          cancellation, reduction or amendment of any policy. If requested to do so by the
          Administrative Agent at any time, the Borrower Representative shall deliver
          copies of all insurance policies maintained by it as required by this Agreement.
          The Administrative Agent shall deliver copies of any certificates of insurance
          to a Lender upon such Lender’s reasonable request.




60





















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




        Section 6.04
    Payment of Taxes and
Claims.    The Borrowers will pay and discharge, and will cause each of its Subsidiaries
to pay and discharge, all taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits, or upon any properties belonging to it, prior to
the date on which penalties attach thereto, and all lawful claims that, if unpaid, might
become a Lien or charge upon any properties of the Borrowers or any of their
Subsidiaries; provided, however, that neither the Borrowers nor any of their
Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that
is being contested in good faith and by proper proceedings if it has maintained adequate
reserves with respect thereto in accordance with GAAP. Without limiting the generality of
the foregoing, the Borrowers will, and will cause each of its Subsidiaries to, pay in full
all of its wage obligations to its employees in accordance with the Fair Labor Standards
Act (29 U.S.C. Sections 206-207) and any comparable provisions of applicable law. 



        Section 6.05
    Corporate
Franchises.    The Borrowers will do, and will cause each of their Subsidiaries to do, or
cause to be done, all things necessary to preserve and keep in full force and effect its
corporate existence, rights and authority; provided, however, that nothing in this
Section shall be deemed to prohibit any transaction permitted by Section 7.02. 



        Section 6.06
    Good Repair.    The
Borrowers will, and will cause each of their Subsidiaries to, ensure that its material
properties and equipment used or useful in its business in whomsoever’s possession
they may be, are kept in good repair, working order and condition, normal wear and tear
excepted, and that from time to time there are made in such properties and equipment all
needful and proper repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner customary for companies in similar
businesses. 



        Section 6.07
    Compliance with
Statutes, etc.    The Borrowers will, and will cause each of their Subsidiaries to,
comply with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all Governmental Authorities in respect of the conduct of its
business and the ownership of its property, other than those the noncompliance with which
would not be reasonably expected to have a Material Adverse Effect. 



        Section 6.08
    Compliance with Environmental Laws.    Without limitation of the covenants
contained in Section 6.07:



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




             (b)    
          The Borrowers will keep or cause to be kept, and will cause each of their
          Subsidiaries to keep or cause to be kept, all such Real Property free and clear
          of any Liens imposed pursuant to such Environmental Laws other than Permitted
          Liens.




             (c)    
          Neither the Borrowers nor any of their Subsidiaries will generate, use, treat,
          store, release or dispose of, or permit the generation, use, treatment, storage,
          release or disposal of, Hazardous Materials on any Real Property now or
          hereafter owned, leased or operated by the Borrowers or any of their
          Subsidiaries or transport or permit the transportation of Hazardous Materials to
          or from any such Real Property other than in compliance with applicable
          Environmental Laws, except for such noncompliance as would not be reasonably
          expected to have a Material Adverse Effect.




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




             (e)    
          At the written request of the Administrative Agent or the Required Lenders,
          which request shall specify in reasonable detail the basis therefor, at any time
          and from time to time after the Lenders receive notice under Section 6.01(f) for
          any Environmental Claim involving potential expenditures by any Borrower or any
          of its Subsidiaries in excess of $5,000,000 in the aggregate for any Real
          Property, the Borrower Representative will provide, at its sole cost and
          expense, an environmental site assessment report concerning any such Real
          Property now or hereafter owned, leased or operated by such Borrower or any of
          its Subsidiaries, prepared by an environmental consulting firm reasonably
          acceptable to the Administrative Agent, indicating the presence or absence of
          Hazardous Materials and the potential cost of any removal or a remedial action
          in connection with any Hazardous Materials on such Real Property. If the
          Borrower Representative fails to provide the same within 90 days after such
          request was made, the Administrative Agent may order the same, and such Borrower
          shall grant and hereby grants, to the Administrative Agent and the Lenders and
          their agents, access to such Real Property and specifically grants the
          Administrative Agent and the Lenders an irrevocable non-exclusive license,
          subject to the rights of tenants, to undertake such an assessment, all at the
          Borrowers’ expense.




        Section 6.09    Certain Subsidiaries
to Join in Subsidiary Guaranty.    In the event that at any time after the Closing Date
(x) any Borrower creates, holds, acquires or at any time has any Subsidiary (other than
non-material Subsidiaries and Foreign Subsidiaries as to which Section 6.10(b) applies)
that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have
occurred and be continuing and any Borrower has any Subsidiary that is not a party to the
Subsidiary Guaranty, such Borrower will immediately, but in any event within 5 Business
Days, notify the Administrative Agent in writing of such event, identifying the Subsidiary
in question and referring specifically to the rights of the Administrative Agent and the
Lenders under this Section. The Borrower will, within 15 days following request therefor
from the Administrative Agent (who may give such request on its own initiative or upon
request by the Required Lenders), cause such Subsidiary to deliver to the Administrative
Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably
satisfactory in form and substance to the Administrative Agent, duly executed by such
Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a
guarantor thereunder, and (ii) if such Subsidiary is a corporation, resolutions of the
Board of Directors of such Subsidiary, certified by the Secretary or an Assistant
Secretary of such Subsidiary as duly adopted and in full force and effect, authorizing the
execution and delivery of such joinder supplement, or if such Subsidiary is not a
corporation, such other evidence of the authority of such Subsidiary to execute such
joinder supplement as the Administrative Agent may reasonably request. If any Subsidiary
is required to provide any Additional Security Document or join in any existing Security
Document, whether pursuant to Section 6.10(b) or otherwise, such Subsidiary shall also be
subject to the requirements of this Section 6.09. 



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        Section 6.10
    Additional Security; Further Assurances.    



             (a)    
          Additional Security.    Subject to subpart (b) below, if the Borrowers or
          any Subsidiary Guarantor acquires, owns or holds any personal property that is
          not at the time included in the Collateral, the Borrower Representative will
          promptly notify the Administrative Agent in writing of such event, identifying
          the property or interests in question and referring specifically to the rights
          of the Administrative Agent and the Lenders under this Section, and the Borrower
          Representative will, or will cause such Subsidiary to, within 10 Business Days
          following request by the Administrative Agent, grant to the Administrative Agent
          for the benefit of the Lenders a Lien on such personal property pursuant to the
          terms of such security agreements, assignments or other documents as the
          Administrative Agent deems appropriate (collectively, the “Additional
          Security Document”) or a joinder in any existing Security Document.
          Furthermore, the Borrower Representative shall cause to be delivered to the
          Administrative Agent such opinions of local counsel, corporate resolutions and
          other related documents as may be reasonably requested by the Administrative
          Agent in connection with the execution, delivery and recording of any such
          Additional Security Document or joinder, all of which documents shall be in form
          and substance reasonably satisfactory to the Administrative Agent.
          Notwithstanding the foregoing, no Borrower or Subsidiary Guarantor shall be
          required to deliver stock certificates (or the equivalent) or stock powers (or
          the equivalent).




             (b)    
          Foreign and Non-Material Subsidiaries.    Notwithstanding anything in
          subpart (a) above or elsewhere in this Agreement to the contrary, (i) a
          Subsidiary shall not be required to become a party to any of the Security
          Documents so long as (A) the total assets of such Subsidiary shall be less than
          $10,000,000, and (B) the aggregate of the total assets of all such Subsidiaries
          with total asset values of less than $10,000,000 that are not Loan Parties shall
          not exceed $25,000,000, and (ii) no Domestic Loan Party shall be required to
          pledge (or cause to be pledged) more than 65% of the Equity Interests in any
          first tier Foreign Subsidiary, or any of the Equity Interests in any other
          Foreign Subsidiary, or to cause a Foreign Subsidiary to join in the Subsidiary
          Guaranty or to become a party to the Security Agreement or any other Security
          Document, if (i) to do so would subject such Borrower to liability for
          additional United States income taxes by virtue of Section 956 of the Code in an
          amount such Borrower considers material, and (ii) such Borrower provides the
          Administrative Agent with documentation, including computations prepared by such
          Borrower’s internal tax officer, its independent accountants or tax
          counsel, reasonably acceptable to the Required Lenders, in support thereof.




             (c)    
          Further Assurances.    The Borrowers will, and will cause each of their
          respective Subsidiaries to, at the expense of the Borrowers, make, execute,
          endorse, acknowledge, file and/or deliver to the Administrative Agent from time
          to time such conveyances, financing statements, transfer endorsements, powers of
          attorney, certificates, and other assurances or instruments and take such
          further steps relating to the Collateral covered by any of the Security
          Documents as the Administrative Agent may reasonably require. If at any time the
          Administrative Agent determines, based on applicable law, that all applicable
          taxes (including, without limitation, mortgage recording taxes or similar
          charges) were not paid in connection with the recordation of any mortgage or
          deed of trust, the Borrowers shall promptly pay the same upon demand.




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        Section 6.11    Most Favored Covenant
Status.    If any Loan Party at any time after the Closing Date enters into or modifies
any Material Indebtedness Agreement such that such Material Indebtedness Agreement
includes affirmative or negative covenants (or any events of default or other type of
restriction that would have the practical effect of any affirmative or negative business
or financial covenant, including, without limitation, any “put” or mandatory
prepayment of such Indebtedness upon the occurrence of a “change of control”)
that are applicable to any Loan Party, other than those set forth herein or in any of the
other Loan Documents, the Borrower Representative shall promptly so notify the
Administrative Agent and the Lenders and, if the Administrative Agent shall so request by
written notice to the Borrower Representative (after a determination has been made by the
Required Lenders that such Material Indebtedness Agreement contains any such provisions
that either individually or in the aggregate are more favorable to the holders of such
Indebtedness than any of the provisions set forth herein), the Borrowers, the
Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate
some or all of such provisions, in the discretion of the Administrative Agent and the
Required Lenders, into this Agreement and, to the extent necessary and reasonably
desirable to the Administrative Agent and the Required Lenders, into any of the other Loan
Documents, all at the election of the Administrative Agent and the Required Lenders. 



        Section 6.12    Fiscal Years, Fiscal
Quarters.    No Borrower shall change its or any of its Subsidiaries’ fiscal years or
fiscal quarters (other than the fiscal year or fiscal quarters of a Person that becomes a
Subsidiary, made at the time such Person becomes a Subsidiary to conform to such
Borrower’s fiscal year and fiscal quarters). 



        Section 6.13
    Senior Debt.    The
Obligations shall, and the Borrowers shall take all necessary action to ensure that the
Obligations shall, at all times rank at least pari passu in right of payment (to
the fullest extent permitted by law) with all other senior Secured Indebtedness of the
Borrowers and each Subsidiary Guarantor. 




ARTICLE VII. 




NEGATIVE COVENANTS 



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



        Section 7.01    Changes in
Business.    Neither the Borrowers nor any of their Subsidiaries will engage in any
business if, as a result, the general nature of the business, taken on a consolidated
basis, which would then be engaged in by the Borrowers and their Subsidiaries, would be
substantially changed from the general nature of the business engaged in by the Borrowers
and their Subsidiaries on the Closing Date. 



        Section 7.02    Consolidation, Merger,
Acquisitions, Asset Sales, etc.    The Borrowers will not, and will not permit any
Subsidiary to, (1) wind up, liquidate or dissolve its affairs, (2) enter into any
transaction of merger or consolidation, (3) make or otherwise effect any Acquisition, (4)
sell or otherwise dispose of any of its property or assets outside the ordinary course of
business, or otherwise make or otherwise effect any Asset Sale, or (5) agree to do any of
the foregoing at any future time, except that the following shall be permitted: 



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             (a)    
          Certain Intercompany Mergers.    If no Default or Event of Default shall
          have occurred and be continuing or would result therefrom, (i) the merger,
          consolidation or amalgamation of any Domestic Subsidiary with or into such
          Borrower, provided such Borrower is the surviving or continuing or
          resulting corporation; (ii) the merger, consolidation or amalgamation of any
          Domestic Subsidiary of any Borrower with or into any Subsidiary Guarantor,
          provided that the surviving or continuing or resulting corporation is a
          Subsidiary Guarantor; (iii) the merger, consolidation or amalgamation of any
          Foreign Subsidiary with or into any other Foreign Subsidiary; (iv) any Asset
          Sale by any Loan Party to any other Loan Party, (v) any Asset Sale by any
          Foreign Subsidiary to any Loan Party; or (vi) any Asset Sale by any Foreign
          Subsidiary to any other Foreign Subsidiary;




             (b)    
          Acquisitions.    The Borrowers or any Subsidiary may make any Acquisition
          that is a Permitted Acquisition, provided that all of the
          conditions contained in the definition of the term Permitted Acquisition are
          satisfied; and




             (c)    
          Permitted Dispositions.    If no Default or Event of Default shall have
          occurred and be continuing or would result therefrom, and no Material Adverse
          Effect has occurred or will result therefrom, the Borrowers or any of their
          Subsidiaries may consummate any Asset Sale, provided that: (i) the
          consideration for each such Asset Sale represents fair value and at least 80% of
          such consideration consists of cash; (ii) the cumulative aggregate value of
          the assets sold or transferred does not exceed 5% of the Borrowers’
          Consolidated Net Worth for all such transactions completed during any fiscal
          year, (iii) in the case of any such transaction involving a sale of assets
          having a value in excess of $10,000,000, at least five Business Days prior to
          the date of completion of such transaction the applicable Borrower shall have
          delivered to the Administrative Agent an officer’s certificate executed on
          behalf of such Borrower by an Authorized Officer, which certificate shall
          contain (x) a description of the proposed transaction, and (y) a
          certification that no Default, Event of Default or Material Adverse Effect has
          occurred and is continuing, or would result from consummation of such
          transaction, and (iv) the proceeds of such Asset Sale are, to the extent
          required pursuant to Section 2.13(c)(v), applied as a prepayment of the Loans.




        Section 7.03
    Liens.    The
Borrowers will not, and will not permit any of their Subsidiaries to, create, incur,
assume or suffer to exist any Lien upon or with respect to any property or assets of any
kind (real or personal, tangible or intangible) of any of the Borrowers or any such
Subsidiary whether now owned or hereafter acquired, or sell any such property or assets
subject to an understanding or agreement, contingent or otherwise, to repurchase such
property or assets (including sales of accounts receivable or notes with or without
recourse to a Borrower or any of its Subsidiaries, other than for purposes of collection
of delinquent accounts in the ordinary course of business) or assign any right to receive
income, or file or permit the filing of any financing statement under the UCC or any other
similar notice of Lien under any similar recording or notice statute, except that the
foregoing restrictions shall not apply to: 



             (a)    
          Standard Permitted Liens:    Standard Permitted Liens;




             (b)    
          Existing Liens, etc.:    Liens (i) in existence on the Closing Date that are
          listed on Schedule 7.03, or (ii) arising out of the refinancing,
          extension, renewal or refunding of any Indebtedness secured by any such Liens,
          provided that the principal amount of the Indebtedness secured by such
          Liens is not increased and such Indebtedness is not secured by any additional
          assets;



65






















             (c)    
          Purchase Money Liens:    Capital Leases, Synthetic Leases and Liens (i) that
          are placed upon fixed or capital assets, acquired, constructed or improved by
          any Borrower or any Subsidiary, provided that (A) the maximum principal
          amount of Indebtedness secured thereby does not exceed $35,000,000 in the at any
          one time (using Capitalized Lease Obligations in lieu of principal amount, in
          the case of any Capital Leases, and using the present value, based on the
          implicit interest rate, in lieu of principal amount, in the case of any
          Synthetic Lease), (B) such Liens and the Indebtedness secured thereby are
          incurred prior to or within 120 days after such acquisition or the completion of
          such construction or improvement, (C) the Indebtedness secured thereby does not
          exceed the cost of acquiring, constructing or improving such fixed or capital
          assets; and (D) such Liens shall not apply to any other property or assets of
          any Borrower or any Subsidiary; or (ii) arising out of the refinancing,
          extension, renewal or refunding of any Indebtedness secured by any such Liens,
          provided that the principal amount of such Indebtedness is not increased and
          such Indebtedness is not secured by any additional assets; and




             (d)    
          Liens For Permitted Secured Indebtedness:    Liens securing the indebtedness
          described in Section 7.04(b) below.




        Section 7.04
    Indebtedness.    The
Borrowers will not, and will not permit any of its Subsidiaries to, contract, create,
incur, assume or suffer to exist any Indebtedness of the Borrowers or any of their
Subsidiaries, except: 



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




             (b)    
          Existing Indebtedness:    Indebtedness listed on Schedule 7.04 hereto
          and existing on the Closing Date, and any refinancing, extension, renewal or
          refunding of any such Indebtedness not involving an increase in the principal
          amount thereof;




             (c)    
          Purchase Money Debt and Capital Lease Obligations:    Capital Lease
          Obligations, Synthetic Leases and other Indebtedness secured by Liens permitted
          pursuant to Section 7.03(c);




             (d)    
          Hedge Agreements:    Indebtedness of the Borrowers and their Subsidiaries
          under Hedge Agreements, provided such Hedge Agreements have been entered
          into in the ordinary course of business and not for speculative purposes;




             (e)    
          Guaranty Obligations:    Indebtedness constituting Guaranty Obligations
          permitted by Section 7.05;




             (f)    
          Subordinated Indenture:    the unsecured Indebtedness of GII in connection
          with the notes (including any replacement or exchange notes) issued pursuant to
          the Subordinated Indenture, so long as (i) all of such Indebtedness shall be
          Subordinated at all times, and (ii) the aggregate principal amount of such
          Indebtedness shall not exceed $204,000,000 at any time;




             (g)    
          Other Unsecured Debt:    other unsecured Indebtedness to the extent not
          permitted by any of the foregoing clauses, provided that at the time of
          any incurrence thereof after the date hereof, and after giving effect thereto,
          (i) the Borrowers and their Subsidiaries shall be in compliance with the
          financial covenants set forth in Section 7.07 both immediately before and after
          giving pro forma effect to the incurrence of such Indebtedness, (ii) no
          Default or Event of Default shall have occurred and be continuing or would
          result therefrom, and (iii) the aggregate principal amount of all such
          Indebtedness outstanding at any time shall not exceed $50,000,000;




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             (h)    
          Other Subordinated Indebtedness:    (i) other unsecured Indebtedness of the
          Borrowers to the extent not permitted by any of the foregoing clauses,
          provided that (A) no Default or Event of Default shall then exist or
          immediately after incurring any of such Indebtedness will exist, (B) all of such
          Indebtedness shall be Subordinated at all times, (C) the Borrowers and their
          Subsidiaries shall be in compliance with the financial covenants set forth in
          Section 7.07 both immediately before and after giving pro forma effect to
          the incurrence of such Indebtedness, and (D) the aggregate principal amount of
          all such Indebtedness outstanding at any time shall not exceed $75,000,000; and
          (ii) other unsecured Indebtedness of the Borrowers to the extent not permitted
          by any of the foregoing clauses, including clause (i) of this paragraph (h),
          provided that (A) all of such Indebtedness shall be Subordinated at all
          times and (B) such Indebtedness is incurred, and owed to a seller, in connection
          with a Permitted Acquisition;




             (i)    
          Foreign Subsidiary Indebtedness:    Indebtedness constituting Permitted
          Foreign Subsidiary Loans and Investments; and




             (j)    
          Intercompany Loans:    any intercompany loans (i) made by a Borrower or any
          Subsidiary of a Borrower to any Domestic Loan Party; or (ii) made by any Foreign
          Subsidiary of a Borrower to any other Foreign Subsidiary of a Borrower.




        Section 7.05    Investments and
Guaranty Obligations.      The Borrowers will not, and will not permit any of its
Subsidiaries to, directly or indirectly, (i) make or commit to make any Investment or
(ii) be or become obligated under any Guaranty Obligations, except: 



             (a)    
          Investments by any Borrower or any Subsidiary in cash and Cash Equivalents;




             (b)    
          any endorsement of a check or other medium of payment for deposit or collection,
          or any similar transaction in the normal course of business;




             (c)    
          the Borrowers and their Subsidiaries may acquire and hold receivables owing to
          them in the ordinary course of business and payable or dischargeable in
          accordance with customary trade terms;




             (d)    
          Investments acquired by the Borrowers or any of their Subsidiaries (i) in
          exchange for any other Investment held by any such Borrower or any such
          Subsidiary in connection with or as a result of a bankruptcy, workout,
          reorganization or recapitalization of the issuer of such other Investment, or
          (ii) as a result of a foreclosure by a Borrower or any of its Subsidiaries with
          respect to any secured Investment or other transfer of title with respect to any
          secured Investment in default;




             (e)    
          loans and advances to employees for business-related travel expenses, moving
          expenses, costs of replacement homes, business machines or supplies, automobiles
          and other similar expenses, in each case incurred in the ordinary course of
          business in an aggregate amount not to exceed $2,500,000 at any time
          outstanding;




             (f)    
          to the extent not permitted by the foregoing clauses, Investments existing as of
          the Closing Date and described on Schedule 7.05 hereto;




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




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




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             (i)    
          Investments (i) of any Borrower or any of their Subsidiaries in any Subsidiary
          existing as of the Closing Date, (ii) of any Borrower in any Domestic Loan Party
          made after the Closing Date, (iii) of any Domestic Loan Party in any other
          Domestic Loan Party made after the Closing Date, or (iv) constituting Permitted
          Foreign Subsidiary Loans and Investments;




             (j)    
          Investments of any Foreign Subsidiary in any other Subsidiary of any Borrower;




             (k)    
          intercompany loans and advances permitted by Section 7.04(j);




             (l)    
          the Acquisitions permitted by Section 7.02;




             (m)    
          any Guaranty Obligation incurred by any Domestic Loan Party with respect to
          Indebtedness of another Domestic Loan Party which Indebtedness is permitted by
          Section 7.04;




             (n)    
          Investments in joint ventures made on or after the Closing Date in an aggregate
          amount not to exceed $25,000,000 in any of the Borrowers’ fiscal years; and




             (o)    
          notes held by a Borrower or a Subsidiary evidencing a portion of the purchase
          price of an asset disposed of pursuant to Section 7.02(c).




        Section 7.06
    Restricted
Payments.    The Borrowers will not, and will not permit any of their respective
Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, except: 



             (a)    
          the Borrower or any of its Subsidiaries may declare and pay or make Capital
          Distributions that are payable solely in additional shares of its common stock
          (or warrants, options or other rights to acquire additional shares of its common
          stock);




             (b)    
          (i) GSNY may declare and pay or make Restricted Payments to GII, (ii) any
          Subsidiary may declare and pay or make Restricted Payments to any Domestic Loan
          Party, and (iii) any Foreign Subsidiary may declare and pay or make Restricted
          Payments to any other Foreign Subsidiary or to any Domestic Loan Party;




             (c)    
          GII may declare and pay or make Cash Dividends, provided that (i) no
          Default or Event of Default shall have occurred and be continuing or would
          result therefrom, (ii) the Borrowers will be in compliance with the financial
          covenants set forth in Section 7.07 after giving pro forma effect to each
          such Cash Dividend, and (iii) the aggregate amount of all Cash Dividends made by
          GII during any fiscal year shall not exceed $10,000,000;




             (d)    
          if no Event of Default shall then exist or immediately thereafter shall begin to
          exist, the Borrowers may, in addition to the Cash Dividends permitted to be made
          pursuant to any other clause of this Section, make Capital Distributions not to
          exceed $35,000,000 in the aggregate since the Closing Date, provided that
          (i) no Default or Event of Default shall have occurred and be continuing or
          would result therefrom, and (ii) the Borrower will be in compliance with the
          financial covenants set forth in Section 7.07 after giving pro forma
          effect to each such Capital Distribution; and




             (e)    
          any Borrower may make regularly scheduled payments of interest with respect to
          any Subordinated Indebtedness (including, in the case of the Subordinated
          Indenture, any additional interest payable in accordance with the terms of any
          related registration rights agreement), subject in each case to the terms and
          conditions (including the subordination terms) of such Subordinated
          Indebtedness.



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        Section 7.07
    Financial Covenants.    



             (a)    
          Total Leverage Ratio.    The Borrowers will not at any time permit the Total
          Leverage Ratio to exceed (i) 4.25 to 1.00 from the Closing Date through
          September 29, 2006, (ii) 4.00 to 1.00 from September 30, 2006 through September
          29, 2007 and (iii) 3.75 to 1.00 thereafter.




             (b)    
          Senior Leverage Ratio.    The Borrowers will not at any time permit the
          Senior Leverage Ratio to exceed (i) 3.25 to 1.00 from the Closing Date through
          September 29, 2006, (ii) 3.00 to 1.00 from September 30, 2006 through September
          29, 2007 and (iii) 2.75 to 1.00 thereafter.




             (c)    
          Interest Coverage Ratio.    Borrowers will not at any time permit the
          Interest Coverage Ratio to be less than 2.75 to 1.0.




             (d)    
          Minimum Consolidated Net Worth.    The Borrowers will not permit
          Consolidated Net Worth to be less than $325,000,000 plus, commencing September
          30, 2005, and as of the end of each fiscal quarter thereafter 50% of Cumulative
          Net Income (as defined below). Cumulative Net Income shall be determined as of
          the last day of each of the Borrowers’ fiscal quarters and shall be
          determined based upon the Consolidated Net Income of the Borrowers, on a
          consolidated basis for the Borrowers and their Subsidiaries as of the last day
          of each of the Borrowers’ fiscal quarters, from June 30, 2005 through the
          end of the fiscal quarter for which the calculation of Consolidated Net Worth is
          being made. For purposes of this Section, in no event shall Cumulative Net
          Income be less than $0.




        Section 7.08
    Limitation on Certain
Restrictive Agreements.    The Borrowers will not, and will not permit any of their
respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist
or become effective, any “negative pledge” covenant or other agreement,
restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of a Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon
any of its property or assets as security for Indebtedness, or (b) the ability of any such
Subsidiary to make Capital Distributions or any other interest or participation in its
profits owned by the Borrowers or any Subsidiary, or pay any Indebtedness owed to the
Borrowers or a Subsidiary, or to make loans or advances to the Borrowers or any other
Subsidiaries, or transfer any of its property or assets to the Borrowers or any other
Subsidiaries, except for such restrictions existing under or by reason of (i)
applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary
provisions restricting subletting or assignment of any lease governing a leasehold
interest, (iv) customary provisions restricting assignment of any licensing agreement
entered into in the ordinary course of business, (v) customary provisions restricting the
transfer or further encumbering of assets subject to Liens permitted under Section
7.03(c), (vi) customary restrictions affecting only a Subsidiary under any agreement or
instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section
7.04, (vii) restrictions affecting any Foreign Subsidiary under any agreement or
instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to
Section 7.04, and customary restrictions contained in “comfort” letters and
guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured
by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of
junior liens on the assets securing such Indebtedness, (ix) restrictions contained in the
Subordinated Indenture relating to any Indebtedness permitted under Section 7.04(f), and
(x) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants
of a security interest in, or other assignments of, the related leasehold interest to any
other Person. 



        Section 7.09
    Amendments to Material
Indebtedness Agreements.    The Borrowers shall not, and shall not permit any Subsidiary
to, amend, restate, supplement or otherwise modify any Material Indebtedness without the
prior written consent of the Administrative Agent if any such amendment, restatement,
supplement or other modification would, in the opinion of the Administrative Agent,
materially impact the rights or remedies of the Administrative Agent and the Lenders
hereunder. 



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        Section 7.10
    Transactions with
Affiliates.    The Borrowers will not, and will not permit any Subsidiary to, enter into
any transaction or series of transactions with any Affiliate (other than, in the case of
the Borrowers, any Subsidiary, and in the case of a Subsidiary, the Borrowers or another
Subsidiary) (each, an “Affiliate Transaction”), except agreements
and transactions with and payments to officers, directors and shareholders that are either
(i) entered into in the ordinary course of business and not prohibited by any of the
provisions of this Agreement or that are expressly permitted by the provisions of this
Agreement, or (ii) entered into outside the ordinary course of business, approved by
the directors or shareholders of the Borrowers, and not prohibited by any of the
provisions of this Agreement or in violation of any law, rule or regulation, and
unless (i) the transaction is entered into in the ordinary course of business and
pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s
business and upon fair and reasonable terms no less favorable to such Borrower or such
Subsidiary than would be obtained in a comparable arm’s-length transaction with a
Person other than an Affiliate, (ii) in the event such Affiliate Transaction involves an
aggregate consideration in excess of $5,000,000, the terms of such transaction have been
approved by a majority of the members of the Board of Directors of GII and by a majority
of the disinterested directors, if any (and such majority or majorities, as the case may
be, determines that such transaction satisfies the requirements set forth in clause (i)
hereof), and (iii) in the event such Affiliate Transaction involves an aggregate
consideration in excess of $10,000,000, GII has received a written opinion from an
independent investment banking, accounting or appraisal firm of nationally recognized
standing that such Affiliate Transaction is either (x) not materially less favorable than
those that might reasonably have been obtained in a comparable transaction at such time on
an arm’s-length basis from a Person that is not an Affiliate or (b) fair to the
Borrowers or such Subsidiary, as the case may be, from a financial point of view. 



        Section 7.11
    Plan Terminations,
Minimum Funding, etc.    The Borrowers will not, and will not permit any ERISA Affiliate
to terminate any Plan or Plans so as to result in liability of a Borrower or any ERISA
Affiliate to the PBGC in excess of, in the aggregate, the amount that is equal to the
greater of (i) (x) $5,000,000, or (y) 5% of the Borrowers’ Consolidated Net Worth as
of the date of the then most recent financial statements furnished to the Lenders pursuant
to the provisions of this Agreement, (ii) permit to exist one or more events or conditions
that reasonably present a material risk of the termination by the PBGC of any Plan or
Plans with respect to which the Borrowers or any ERISA Affiliate would, in the event of
such termination, incur liability to the PBGC in excess of such amount in the aggregate,
or (iii) fail to comply with the minimum funding standards of ERISA and the Code with
respect to any Plan. 



        Section 7.12
    Prepayments and
Refinancings of Other Debt, etc.    After the Closing Date, the Borrowers will not, and
will not permit any of their Subsidiaries to, make (or give any notice in respect thereof)
any voluntary or optional payment or prepayment or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee with respect thereto
money or securities before due for the purpose of paying when due) or exchange of, or
refinance or refund, any Indebtedness of any Borrower or its Subsidiaries that has an
outstanding principal balance (or Capitalized Lease Obligation, in the case of a Capital
Lease, or present value, based on the implicit interest rate, in the case of a Synthetic
Lease) greater than $5,000,000 (other than the Obligations and intercompany loans and
advances among a Borrower and its Subsidiaries); provided that a Borrower or any
Subsidiary may refinance or refund any such Indebtedness if the aggregate principal amount
thereof (or Capitalized Lease Obligation, in the case of a Capital Lease, or present
value, based on the implicit interest rate, in the case of a Synthetic Lease) is not
increased. 



        Section 7.13
    Anti-Terrorism
Laws.    Neither the Borrowers nor any of their Subsidiaries shall be subject to or in
violation of any law, regulation, or list of any government agency (including, without
limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or
the USA Patriot Act) that prohibits or limits the conduct of business with or the
receiving of funds, goods or services to or for the benefit of certain Persons specified
therein or that prohibits or limits any Lender or LC Issuer from making any advance or
extension of credit to the Borrowers or from otherwise conducting business with the
Borrower. 



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ARTICLE VIII. 




EVENTS OF DEFAULT 


        Section 8.01
    Events of Default.   Any of the  following  specified  events  shall  constitute  an Event of Default
(each an "Event of Default"):



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




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




             (c)    
          Certain Covenants:    the Borrowers shall default in the due performance or
          observance by it of any term, covenant or agreement contained in Sections 6.01,
          6.09, 6.10, 6.11, 6.12 or Article VII of this Agreement; or




             (d)    
          Other Covenants:    any Loan Party shall default in the due performance or
          observance by it of any term, covenant or agreement contained in this Agreement
          or any other Loan Document (other than those referred to in Section 8.01(a) or
          (b) or (c) above) and such default is not remedied within 30 days after the
          earlier of (i) an Authorized Officer of any Loan Party obtaining knowledge of
          such default or (ii) the Borrowers receiving written notice of such default from
          the Administrative Agent or the Required Lenders (any such notice to be
          identified as a “notice of default” and to refer specifically to this
          paragraph); or




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




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             (f)    
          Subordinated Indenture:    if (i) any Event of Default (as defined in the
          Subordinated Indenture) shall occur under the Subordinated Indenture, (ii) the
          Obligations shall fail to constitute “Senior Indebtedness” (as defined
          in the Subordinated Indenture), (iii) if any Indebtedness other than the
          Obligations is designated as “Designated Senior Indebtedness” (as
          defined in the Subordinated Indenture) or (iv) any Indebtedness other than the
          Obligations is classified by GII as Indebtedness incurred pursuant to clause (l)
          of the second paragraph of Section 3.2 of the Subordinated Indenture; or




             (g)    
          Invalidity of Loan Documents or Liens:    (i) any material provision of any
          Loan Document, at any time after its execution and delivery and for any reason
          other than as expressly permitted hereunder or under such Loan Document or
          satisfaction in full of all the Obligations, ceases to be in full force and
          effect; (ii) any Loan Party or any other Person contests in any manner the
          validity or enforceability of any provision of any Loan Document to which it is
          a party and which has not been terminated in accordance with its terms; (iii)
          any Loan Party denies that it has any or further liability or obligation under
          any Loan Document to which it is a party and which has not been terminated in
          accordance with its terms, or purports to revoke, terminate or (other than in
          accordance with its terms) rescind any Loan Document; or (iv) the Administrative
          Agent shall not have or shall cease to have a valid and perfected Lien in any
          Collateral purported to be covered by the Security Documents with the priority
          required by the relevant Security Document, in each case for any reason other
          than an affirmative act by the Administrative Agent or the failure of the
          Administrative Agent to take any action within its control; or




             (h)    
          Judgments:    (i) one or more judgments, orders or decrees shall be entered
          against any Borrower and/or any of its Subsidiaries involving a liability (other
          than a liability covered by insurance, as to which the carrier has adequate
          claims paying ability and has not effectively reserved its rights) of
          $25,000,000 or more in the aggregate for all such judgments, orders and decrees
          for the Borrowers and their Subsidiaries, and any such judgments or orders or
          decrees shall not have been vacated, discharged or stayed or bonded pending
          appeal within 30 days (or such longer period, not in excess of 60 days, during
          which enforcement thereof, and the filing of any judgment lien, is effectively
          stayed or prohibited) from the entry thereof; or (ii) one or more judgments,
          orders or decrees shall be entered against any Borrower and/or any of its
          Subsidiaries involving a required divestiture of any material properties, assets
          or business reasonably estimated to have a fair value in excess of $10,000,000,
          and any such judgments, orders or decrees shall not have been vacated,
          discharged or stayed or bonded pending appeal within 30 days (or such longer
          period, not in excess of 60 days, during which enforcement thereof, and the
          filing of any judgment lien, is effectively stayed or prohibited) from the entry
          thereof; or




             (i)    
          Insolvency Event:    any Insolvency Event shall occur with respect to any
          Borrower or any Subsidiary; or




             (j)    
          ERISA:    (i) any of the events described in clauses (i) through (viii) of
          Section 6.01(e) shall have occurred; and (ii) there shall result from any such
          event or events the imposition of a Lien, the granting of a security interest,
          or a liability or a material risk of incurring a liability; or




             (k)    
          Change of Control:    if there occurs a Change of Control.




        Section 8.02
    Remedies.    Upon the
occurrence of any Event of Default, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written request of the
Required Lenders, by written notice to the Borrower Representative, take any or all of the
following actions, without prejudice to the rights of the Administrative Agent or any
Lender to enforce its claims against any Borrower or any other Loan Party in any manner
permitted under applicable law: 




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




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




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




             (d)    
          direct the Borrowers to pay (and the Borrowers hereby agree that on receipt of
          such notice or upon the occurrence of an Event of Default with respect to the
          Borrowers under Section 8.01(i), it will pay) to the Administrative Agent an
          amount of cash equal to the aggregate Stated Amount of all Letters of Credit
          then outstanding (such amount to be held as security for the Borrowers’ and
          any other LC Obligor that is an account party) reimbursement obligations in
          respect thereof); and/or




             (e)    
          exercise any other right or remedy available under any of the Loan Documents or
          applicable law;




provided that, if an Event of
Default specified in Section 8.01(h) shall occur, the result that would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (a) and/or
(b) above shall occur automatically without the giving of any such notice. 



        Section 8.03    Application of Certain
Payments and Proceeds.    All payments and other amounts received by the Administrative
Agent or any Lender through the exercise of remedies hereunder or under the other Loan
Documents shall, unless otherwise required by the terms of the other Loan Documents or by
applicable law, be applied as follows: 



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


          



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


          



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


          



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


          



73





















     		        (v)
    fifth, to the payment to the Lenders of any amounts then accrued and
          unpaid under Sections 3.01, 3.02, 3.03 and 3.04 hereof, and if such proceeds are
          insufficient to pay such amounts in full, to the payment of such amounts pro
          rata; 


          



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


          



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


          




ARTICLE IX. 




THE ADMINISTRATIVE AGENT 



        Section 9.01
    Appointment.    Each
Lender hereby irrevocably designates and appoints KeyBank National Association as
Administrative Agent to act as specified herein and in the other Loan Documents, and each
such Lender hereby irrevocably authorizes KeyBank National Association as the
Administrative Agent for such Lender, to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. The Administrative Agent agrees to act as such upon the
express conditions contained in this Article. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein or in the other Loan
Documents, nor any fiduciary relationship with any Lender or LC Issuer, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or otherwise exist against the Administrative Agent. The provisions of
this Article are solely for the benefit of the Administrative Agent and the Lenders, and
no Loan Party shall have any rights as a third-party beneficiary of any of the provisions
hereof. In performing its functions and duties under this Agreement, the Administrative
Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed
to have assumed any obligation or relationship of agency or trust with or for the
Borrowers or any of their Subsidiaries. 



        Section 9.02
    Delegation of
Duties.    The Administrative Agent may execute any of its duties under this Agreement or
any other Loan Document by or through agents, sub-agents or attorneys-in-fact, and shall
be entitled to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any
agents, sub-agents or attorneys-in-fact selected by it with reasonable care except to the
extent otherwise required by Section 9.03. 



        Section 9.03
    Exculpatory
Provisions.    Neither the Administrative Agent nor any of its Related Parties shall be
(a) liable for any action lawfully taken or omitted to be taken by it or such Person under
or in connection with this Agreement or any other Loan Document (except for its or such
Related Parties’ own gross negligence or willful misconduct) or (b) responsible in
any manner to any of the Lenders for any recitals, statements, representations or
warranties made by the Borrowers or any of their Subsidiaries or any of their respective
officers contained in this Agreement, any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other Loan
Document or for any failure of the Borrowers or any Subsidiary or any of their respective
officers to perform its obligations hereunder or thereunder. The Administrative Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or records of
the Borrowers or any Subsidiary. The Administrative Agent shall not be responsible to any
Lender for the effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Agreement or any Loan Document or for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral statement or
in any financial or other statements, instruments, reports, certificates or any other
documents in connection herewith or therewith furnished or made by the Administrative
Agent to the Lenders or by or on behalf of the Borrowers or any of their Subsidiaries to
the Administrative Agent or any Lender or be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants or
agreements contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Default or Event of Default. 



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        Section 9.04    Reliance by
Administrative Agent.    The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, e-mail or other electronic
transmission, facsimile transmission, telex or teletype message, statement, order or other
document or conversation believed by it, in good faith, to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the Borrowers or
any of their Subsidiaries), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders against
any and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders or all of the Lenders, as
applicable, as to any matter that, pursuant to Section 11.12, can only be effectuated with
the consent of all Required Lenders, or all applicable Lenders, as the case may be), and
such request and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders. 



        Section 9.05
    Notice of Default.    The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default hereunder unless the Administrative Agent has received
notice from a Lender or the Borrowers referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a “notice of default.” If
the Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by the
Required Lenders; provided, however, that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of the
Lenders. 



        Section 9.06
    Non-Reliance.    Each
Lender expressly acknowledges that neither the Administrative Agent nor any of its Related
Parties has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including, without limitation, any review of the
affairs of the Borrowers or any of their Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each Lender
represents to the Administrative Agent that it has, independently and without reliance
upon the Administrative Agent, or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and investigation into
the business, assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrowers and their Subsidiaries and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon the Administrative Agent, or any other
Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in taking or not
taking action under this Agreement, and to make such investigation as it deems necessary
to inform itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrowers and their Subsidiaries. The
Administrative Agent shall not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business, operations, assets, property,
financial and other conditions, prospects or creditworthiness of the Borrowers or any of
their Subsidiaries that may come into the possession of the Administrative Agent or any of
its Related Parties. 



75





















        Section 9.07
    No Reliance on
Administrative Agent’s Customer Identification Program.    Each Lender acknowledges
and agrees that neither such Lender, nor any of its Affiliates, participants or assignees,
may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s,
participant’s or assignee’s customer identification program, or other
obligations required or imposed under or pursuant to the USA Patriot Act or the
regulations thereunder, including the regulations contained in 31 CFR 103.121 (as
hereafter amended or replaced, the “CIP Regulations”), or any other
Anti-Terrorism Law, including any programs involving any of the following items relating
to or in connection with the Borrowers or any of their Subsidiaries, any of their
respective Affiliates or agents, the Loan Documents or the transactions hereunder:
(a) any identity verification procedures, (b) any record keeping, (c) any
comparisons with government lists, (d) any customer notices or (e) any other
procedures required under the CIP Regulations or such other laws. 



        Section 9.08
    USA Patriot Act.    Each Lender or assignee or participant of a Lender that is not organized under the laws of
the United States of America or a state thereof (and is not excepted from the
certification requirement contained in Section 313 of the USA Patriot Act and the
applicable regulations because it is both (a) an affiliate of a depository
institution or foreign bank that maintains a physical presence in the United States or
foreign country, and (b) subject to supervision by a banking authority regulating
such affiliated depository institution or foreign bank) shall deliver to the
Administrative Agent the certification, or, if applicable, recertification, certifying
that such Lender is not a “shell” and certifying to other matters as required by
Section 313 of the USA Patriot Act and the applicable regulations:
(i) within 10 days after the Closing Date, and (ii) at such other times as are
required under the USA Patriot Act. 



        Section 9.09
    Indemnification.    The Lenders agree to indemnify the Administrative Agent and its Related Parties, ratably
according to their pro rata share of the Aggregate Credit Facility Exposure
(excluding Swing Loans), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements
of any kind whatsoever that may at any time (including, without limitation, at any time
following the payment of the Obligations) be imposed on, incurred by or asserted against
the Administrative Agent or such Related Parties in any way relating to or arising out of
this Agreement or any other Loan Document, or any documents contemplated by or referred to
herein or the transactions contemplated hereby or any action taken or omitted to be taken
by the Administrative Agent or such Related Parties under or in connection with any of the
foregoing, but only to the extent that any of the foregoing is not paid by the Borrower;
provided, however, that no Lender shall be liable to the Administrative Agent or
any of its Related Parties for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements to the extent resulting solely from the Administrative Agent’s or such
Related Parties’ gross negligence or willful misconduct. If any indemnity furnished
to the Administrative Agent or any such Related Parties for any purpose shall, in the
opinion of the Administrative Agent, be insufficient or become impaired, the
Administrative Agent may call for additional indemnity and cease, or not commence, to do
the acts indemnified against until such additional indemnity is furnished. The agreements
in this Section shall survive the payment of all Obligations. 



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        Section 9.10
    The Administrative
Agent in Individual Capacity.    The Administrative Agent and its Affiliates may make
loans to, accept deposits from and generally engage in any kind of business with the
Borrowers, their respective Subsidiaries and their respective Affiliates as though not
acting as Administrative Agent hereunder. With respect to the Loans made by it and all
Obligations owing to it, the Administrative Agent shall have the same rights and powers
under this Agreement as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms “Lender” and “Lenders” shall
include the Administrative Agent in its individual capacity. 



        Section 9.11
    Successor
Administrative Agent.    The Administrative Agent may resign at any time upon not less
than 30 days notice to the Lenders, each LC Issuer and the Borrower. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, in consultation
with the Borrower Representative, to appoint a successor. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and each LC Issuer, appoint
a successor Administrative Agent; provided, however, that if the Administrative
Agent shall notify the Borrower Representative and the Lenders that no such successor is
willing to accept such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (i) the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders or any LC Issuer under any of the Loan Documents, the
retiring Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (ii) all payments,
communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and LC Issuer directly, until such time
as the Required Lenders appoint a successor Administrative Agent as provided for above in
this paragraph. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom as
provided above in this paragraph). The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrowers and such successor. After the retiring
Administrative Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this Article and Section 11.02 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent. 



        Section 9.12
    Other Agents.    Any
Lender identified herein as a Co-Agent, Syndication Agent, Documentation Agent, Managing
Agent, Manager, Lead Arranger, Arranger or any other corresponding title, other than
“Administrative Agent,” shall have no right, power, obligation, liability,
responsibility or duty under this Agreement or any other Loan Document except those
applicable to all Lenders as such. Each Lender acknowledges that it has not relied, and
will not rely, on any Lender so identified in deciding to enter into this Agreement or in
taking or not taking any action hereunder. 



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ARTICLE X. 





GUARANTY 



        Section 10.01
    Guaranty by the
Borrowers.    The Borrowers hereby unconditionally guarantee, for the benefit of the
Benefited Creditors, all of the following (collectively, the “Borrower Guaranteed
Obligations”): (a) all reimbursement obligations and Unpaid Drawings with respect
to Letters of Credit issued for the benefit of any LC Obligor (other than the Borrowers)
under this Agreement, and (b) all amounts, indemnities and reimbursement obligations,
direct or indirect, contingent or absolute, of every type or description, and at any time
existing owing by any Subsidiary under any Designated Hedge Agreement or any other
document or agreement executed and delivered in connection therewith to any Designated
Hedge Creditor, in all cases under subparts (a) or (b) above, whether now existing, or
hereafter incurred or arising, including any such interest or other amounts incurred or
arising during the pendency of any bankruptcy, insolvency, reorganization, receivership or
similar proceeding, regardless of whether allowed or allowable in such proceeding or
subject to an automatic stay under Section 362(a) of the Bankruptcy Code). Upon failure by
any Loan Party to pay punctually any of the Borrower Guaranteed Obligations, the Borrowers
shall forthwith on demand by the Administrative Agent pay the amount not so paid at the
place and in the currency and otherwise in the manner specified in this Agreement or any
other applicable agreement or instrument. 



        Section 10.02
    Additional
Undertaking.    As a separate, additional and continuing obligation, the Borrowers
unconditionally and irrevocably undertake and agree, for the benefit of the Benefited
Creditors that, should any Borrower Guaranteed Obligations not be recoverable from the
Borrowers under Section 10.01 for any reason whatsoever (including, without limitation, by
reason of any provision of any Loan Document or any other agreement or instrument executed
in connection therewith being or becoming void, unenforceable, or otherwise invalid under
any applicable law) then, notwithstanding any notice or knowledge thereof by any Lender,
the Administrative Agent, any of their respective Affiliates, or any other Person, at any
time, the Borrowers as sole, original and independent obligor, upon demand by the
Administrative Agent, will make payment to the Administrative Agent, for the account of
the Benefited Creditors, of all such obligations not so recoverable by way of full
indemnity, in such currency and otherwise in such manner as is provided in the Loan
Documents or any other applicable agreement or instrument. 



        Section 10.03
    Guaranty
Unconditional.    The obligations of the Borrowers under this Article shall be
unconditional and absolute and, without limiting the generality of the foregoing shall not
be released, discharged or otherwise affected by the occurrence, one or more times, of any
of the following: 



             (a)    
          any extension, renewal, settlement, compromise, waiver or release in respect to
          the Borrower Guaranteed Obligations under any agreement or instrument, by
          operation of law or otherwise;




             (b)    
          any modification or amendment of or supplement to this Agreement, any Note, any
          other Loan Document, or any agreement or instrument evidencing or relating to
          any Company Guaranteed Obligation;




             (c)    
          any release, non-perfection or invalidity of any direct or indirect security for
          the Borrower Guaranteed Obligations under any agreement or instrument evidencing
          or relating to any Borrower Guaranteed Obligations;




             (d)    
          any change in the corporate existence, structure or ownership of any Loan Party
          or other Subsidiary or any insolvency, bankruptcy, reorganization or other
          similar proceeding affecting any Loan Party or other Subsidiary or its assets or
          any resulting release or discharge of any obligation of any Loan Party or other
          Subsidiary contained in any agreement or instrument evidencing or relating to
          any of the Borrower Guaranteed Obligations;




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             (e)    
          the existence of any claim, set-off or other rights which the Borrowers may have
          at any time against any other Loan Party, the Administrative Agent, any Lender,
          any Affiliate of any Lender or any other Person, whether in connection herewith
          or any unrelated transactions;




             (f)    
          any invalidity or unenforceability relating to or against any other Loan Party
          for any reason of any agreement or instrument evidencing or relating to any of
          the Borrower Guaranteed Obligations, or any provision of applicable law or
          regulation purporting to prohibit the payment by any Loan Party of any of the
          Borrower Guaranteed Obligations; or




             (g)    
          any other act or omission of any kind by any other Loan Party, the
          Administrative Agent, any Lender or any other Person or any other circumstance
          whatsoever which might, but for the provisions of this Article, constitute a
          legal or equitable discharge of the Borrowers’ obligations under this
          Section other than the irrevocable payment in full of all Borrower Guaranteed
          Obligations.




        Section 10.04
    Borrowers Obligations
to Remain in Effect; Restoration.    The Borrowers’ obligations under this Article
shall remain in full force and effect until the Commitments shall have terminated, and the
principal of and interest on the Notes and other Borrower Guaranteed Obligations, and all
other amounts payable by the Borrowers, any other Loan Party or other Subsidiary, under
the Loan Documents or any other agreement or instrument evidencing or relating to any of
the Borrower Guaranteed Obligations, shall have been paid in full. If at any time any
payment of any of the Borrower Guaranteed Obligations is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of such Loan Party,
the Borrowers’ obligations under this Article with respect to such payment shall be
reinstated at such time as though such payment had been due but not made at such time. 



        Section 10.05
    Waiver of Acceptance,
etc.    The Borrowers irrevocably waive acceptance hereof, presentment, demand, protest
and any notice not provided for herein, as well as any requirement that at any time any
action be taken by any Person against any other Loan Party or any other Person, or against
any collateral or guaranty of any other Person. 



        Section 10.06
    Subrogation.    Until the indefeasible payment in full of all of the Obligations and the termination of
the Commitments hereunder, the Borrowers shall have no rights, by operation of law or
otherwise, upon making any payment under this Section to be subrogated to the rights of
the payee against any other Loan Party with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by any such Loan Party in respect thereof. 



        Section 10.07
    Effect of Stay.    In the event that acceleration of the time for payment of any amount payable by any Loan
Party under any of the Borrower Guaranteed Obligations is stayed upon insolvency,
bankruptcy or reorganization of such Loan Party, all such amounts otherwise subject to
acceleration under the terms of any applicable agreement or instrument evidencing or
relating to any of the Borrower Guaranteed Obligations shall nonetheless be payable by the
Borrowers under this Article forthwith on demand by the Administrative Agent. 




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ARTICLE XI. 




MISCELLANEOUS 



        Section 11.01
    Payment of Expenses
etc.    The Borrowers agree to pay (or reimburse the Administrative Agent, the Lenders or
their Affiliates, as the case may be) all of the following: (i) whether or not the
transactions contemplated hereby are consummated, for all reasonable out-of-pocket costs
and expenses of the Administrative Agent (including, but not limited to, reasonable costs
of external legal counsel) in connection with the negotiation, preparation, syndication,
administration and execution and delivery of the Loan Documents and the documents and
instruments referred to therein and the syndication of the Commitments; (ii) all
reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but
not limited to, reasonable costs of external legal counsel) in connection with any
amendment, waiver or consent relating to any of the Loan Documents that are requested by
any Loan Party; (iii) all reasonable out-of-pocket costs and expenses of the
Administrative Agent, the Lenders and their Affiliates in connection with the enforcement
of any of the Loan Documents or the other documents and instruments referred to therein,
including, without limitation,  the reasonable fees and disbursements of any
individual counsel to the Administrative Agent and any Lender (including, without
limitation, allocated costs of internal counsel); (iv) any and all present and future
stamp and other similar taxes with respect to the foregoing matters and save the
Administrative Agent and each of the Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than to the
extent attributable to any such indemnified Person) to pay such taxes. 



        Section 11.02
    Indemnification.    The Borrowers agree to indemnify the Administrative Agent, Lead Arranger, each Lender, and
their respective Related Parties (collectively, the “Indemnitees”) from
and hold each of them harmless against any and all losses, liabilities, claims, damages or
expenses reasonably incurred by any of them as a result of, or arising out of, or in any
way related to, or by reason of (i) any investigation, litigation or other proceeding
(whether or not any Lender is a party thereto) related to the entering into and/or
performance of any Loan Document or the use of the proceeds of any Loans hereunder or the
consummation of any transactions contemplated in any Loan Document, other than any such
investigation, litigation or proceeding arising out of transactions solely between any of
the Lenders or the Administrative Agent, transactions solely involving the assignment by a
Lender of all or a portion of its Loans and Commitments, or the granting of participations
therein, as provided in this Agreement, or arising solely out of any examination of a
Lender by any regulatory or other Governmental Authority having jurisdiction over it, or
(ii) the actual or alleged presence of Hazardous Materials in the air, surface water or
groundwater or on the surface or subsurface of any Real Property owned, leased or at any
time operated by the Borrowers or any of their Subsidiaries, the release, generation,
storage, transportation, handling or disposal of Hazardous Materials at any location,
whether or not owned or operated by the Borrowers or any of their Subsidiaries, if such
Borrower or any such Subsidiary could have or is alleged to have any responsibility in
respect thereof, the non-compliance of any such Real Property with foreign, federal, state
and local laws, regulations and ordinances (including applicable permits thereunder)
applicable thereto, or any Environmental Claim asserted against the Borrowers or any of
their Subsidiaries, in respect of any such Real Property, including, in the case of each
of (i) and (ii) above, without limitation, the reasonable documented fees and
disbursements of counsel incurred in connection with any such investigation, litigation or
other proceeding (but excluding any such losses, liabilities, claims, damages or expenses
to the extent incurred by reason of the gross negligence or willful misconduct of the
Person to be indemnified or of any other Indemnitee who is such Person or an Affiliate of
such Person). To the extent that the undertaking to indemnify, pay or hold harmless any
Person set forth in the preceding sentence may be unenforceable because it is violative of
any law or public policy, the Borrowers shall make the maximum contribution to the payment
and satisfaction of each of the indemnified liabilities that is permissible under
applicable law. 



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        Section 11.03
    Right of Setoff.    In addition to any rights now or hereafter granted under applicable law or otherwise, and
not by way of limitation of any such rights, upon the occurrence and during the
continuance of an Event of Default, each Lender and each LC Issuer is hereby authorized at
any time or from time to time, without presentment, demand, protest or other notice of any
kind to the Borrower Representative or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by such Lender or such LC
Issuer (including, without limitation, by branches, agencies and Affiliates of such Lender
or LC Issuer wherever located) to or for the credit or the account of the Borrowers
against and on account of the Obligations and liabilities of the Borrowers to such Lender
or LC Issuer under this Agreement or under any of the other Loan Documents, including,
without limitation, all claims of any nature or description arising out of or connected
with this Agreement or any other Loan Document, irrespective of whether or not such Lender
or LC Issuer shall have made any demand hereunder and although said Obligations,
liabilities or claims, or any of them, shall be contingent or unmatured. Each Lender and
LC Issuer agrees to promptly notify the Borrower Representative 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. 




        Section 11.04
    Equalization.  



             (a)    
          Equalization.    If at any time any Lender receives any amount hereunder
          (whether by voluntary payment, by realization upon security, by the exercise of
          the right of setoff or banker’s lien, by counterclaim or cross action, by
          the enforcement of any right under the Loan Documents, or otherwise) that is
          applicable to the payment of the principal of, or interest on, the Loans (other
          than Swing Loans), LC Participations, Swing Loan Participations or Fees (other
          than Fees that are intended to be paid solely to the Administrative Agent or an
          LC Issuer and amounts payable to a Lender under Article III), of a sum that with
          respect to the related sum or sums received by other Lenders is in a greater
          proportion than the total of such Obligation then owed and due to such Lender
          bears to the total of such Obligation then owed and due to all of the Lenders
          immediately prior to such receipt, then such Lender receiving such excess
          payment shall purchase for cash without recourse or warranty from the other
          Lenders an interest in the Obligations to such Lenders in such amount as shall
          result in a proportional participation by all of the Lenders in such amount.




             (b)    
          Recovery of Amounts.    If any amount paid to any Lender pursuant to
          subparts (i) or (ii) above is recovered in whole or in part from such Lender,
          such original purchase shall be rescinded, and the purchase price restored
          ratably to the extent of the recovery.




             (c)    
          Consent of Borrower.    The Borrowers consent to the foregoing and agrees,
          to the extent it may effectively do so under applicable law, that any Lender
          acquiring a participation pursuant to the foregoing arrangements may exercise
          against the Borrowers rights of set-off and counterclaim with respect to such
          participation as fully as if such Lender were a direct creditor of the Borrowers
          in the amount of such participation.





        Section 11.05
    Notices.  



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



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     		        (i)
    if to any Borrower or any other Loan Party, c/o the Borrower Representative, at
          3556 Lakeshore Road, Buffalo, New York 14219, Attention: Chief Financial Officer
          (Telecopier No. (716) 826-1589; Telephone No. (716) 826-6500; 


          



     		        (ii)
    if to the Administrative Agent, to it at the Notice Office; and 


          



     		        (iii)
    if to a Lender, to it at its address (or telecopier number) set forth next to
          its name on the signature pages hereto or, in the case of any Lender that
          becomes a party to this Agreement by way of assignment under Section 11.04 of
          this Agreement, to it at the address set forth in the Assignment Agreement to
          which it is a party. 


          



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



        (c)    
Electronic Communications.    Notices and other communications to the           Administrative Agent, an LC Issuer or
any Lender hereunder and required to be           delivered pursuant to Sections 6.01(a),
(b), (c), (d), (h) or (i) may be           delivered or furnished by electronic
communication (including e-mail and           Internet or intranet web sites) pursuant to
procedures approved by the           Administrative Agent. The Administrative Agent and
the Borrowers may, in their           discretion, agree in a separate writing to accept
notices and other           communications to them hereunder by electronic communications
pursuant to           procedures approved by it, provided that approval of such
procedures may           be limited to particular notices or communications. Unless the
Administrative           Agent otherwise prescribes, (i) notices and other
communications sent to an           e-mail address shall be deemed received upon the
sender’s receipt of an           acknowledgement from the intended recipient (such
as by the “return receipt           requested” function, as available, return
e-mail or other written           acknowledgement), provided that if such notice
or other communication is           not sent during the normal business hours of the
recipient, such notice or           communication shall be deemed to have been sent at
the opening of business on           the next Business Day for the recipient, and (ii) notices
or communications           posted to an Internet or intranet web site shall be deemed
received upon the           deemed receipt by the intended recipient at its e-mail
address as described in           the foregoing clause (i) of notification that such
notice or communication           is available and identifying the web site address
therefor.  



        (d)    
Change of Address, Etc.    Any party hereto may change its address or           telecopier number for notices and
other communications hereunder by notice to           each of the other parties hereto in
accordance with Section 11.05(a).  




        Section 11.06
    Successors and Assigns.  



        (a)    
Successors and Assigns
Generally.    This Agreement shall be binding upon           and inure to the benefit of
and be enforceable by the parties hereto and their           respective successors and
assigns; provided, however, that the Borrowers           may not assign or
transfer any of its rights or obligations hereunder without           the prior written
consent of all the Lenders, provided, further,           that any
assignment or participation by a Lender of any of its rights and           obligations
hereunder shall be effected in accordance with this Section 11.06.  



        (b)    
Participations.    Each
Lender may at any time grant participations in any           of its rights hereunder or
under any of the Notes to an Eligible Assignee, provided that in the case of any
such participation,  



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


          



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


          



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


          



     		        (iv)
    such Lender shall remain the holder of the Obligations owing to it and of any
          Note issued to it for all purposes of this Agreement, and 


          



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


          



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



        (c)    
Assignments by Lenders.   



     		        (i)
    Any Lender may assign all, or if less than all, a fixed portion, of its Loans,
          LC Participations, Swing Loan Participations and/or Commitments and its rights
          and obligations hereunder to one or more Eligible Assignees, each of which shall
          become a party to this Agreement as a Lender by execution of an Assignment
          Agreement; provided, however, that 


          



     		        (A)
    except in the case of (x) an assignment of the entire remaining amount of the
          assigning Lender’s Loans and/or Commitments or (y) an assignment to another
          Lender, an Affiliate of such Lender or an Approved Fund with respect to such
          Lender, the aggregate amount of the Commitment so assigned (which for this
          purpose includes the Loans outstanding thereunder) shall not be less than, in
          the case of any Revolving Commitment, $5,000,000, and in the case of any Term
          Commitment, $1,000,000; 


          



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


          



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     		        (C)
    upon surrender of the old Notes, if any, upon request of the new Lender, new
          Notes will be issued, at the Borrowers’ expense, to such new Lender and to
          the assigning Lender, to the extent needed to reflect the revised Commitments;
          and 


          



     		        (D)
    unless waived by the Administrative Agent, the Administrative Agent shall
          receive at the time of each such assignment, from the assigning or assignee
          Lender, the payment of a non-refundable assignment fee of $3,500, provided
          that only one such fee shall be payable in the event of a contemporaneous
          assignment to or by two or more Approved Funds. 


          



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


          



     		        (iii)
    At the time of each assignment pursuant to this subpart (c), to a Person that is
          not already a Lender hereunder and that is not a United States Person (as such
          term is defined in Section 7701(a)(30) of the Code) for Federal income tax
          purposes, the respective assignee Lender shall provide to the Borrower
          Representative and the Administrative Agent the applicable Internal Revenue
          Service Forms (and any necessary additional documentation) described in Section
          3.03(b). 


          



     		        (iv)
    With respect to any Lender, the transfer of any Commitment of such Lender and
          the rights to the principal of, and interest on, any Loan made pursuant to such
          Commitment shall not be effective until such transfer is recorded on the Lender
          Register maintained by the Administrative Agent with respect to ownership of
          such Commitment and Loans and prior to such recordation all amounts owing to the
          transferor with respect to such Commitment and Loans shall remain owing to the
          transferor. The registration of assignment or transfer of all or part of any
          Commitments and Loans shall be recorded by the Administrative Agent on the
          Lender Register only upon the acceptance by the Administrative Agent of a
          properly executed and delivered Assignment Agreement pursuant to this subpart
          (c). 


          



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


          



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



        (e)    
Representations of Lenders.    Each Lender initially party to this Agreement           hereby represents, and each
Person that becomes a Lender pursuant to an           assignment permitted by this
Section will, upon its becoming party to this           Agreement, represents that it is
a commercial lender, other financial           institution or other “accredited” investor
(as defined in SEC           Regulation D) that makes or acquires loans in the
ordinary course of its           business and that it will make or acquire Loans for its
own account in the           ordinary course of such business; provided, however, that
subject to the           preceding Sections 11.06(b) and (c), the disposition of any
promissory notes or           other evidences of or interests in Indebtedness held by
such Lender shall at all           times be within its exclusive control.  



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        (f)    
Non-Consenting Lenders.    If, in connection with any proposed amendment,           consent, waiver, release or
termination of any of the provisions of this           Agreement or any other Loan
Document that requires the consent of all the           Lenders, and the consent of the
Required Lenders is obtained but the consent of           one or more of such other
Lenders whose consent is sought is not obtained, then           the Borrowers shall have
the right, so long as all non-consenting Lenders whose           individual consent is
sought are treated as described in either clauses (A) or           (B) below, to either
(A) replace each such non-consenting Lender or Lenders with           one or more
replacement Lenders in accordance with the provisions set forth           below so long
as at the time of such replacement, each such replacement Lender           consents to
the proposed change, waiver, discharge or termination or (B)           terminate each
such non-consenting Lender’s Commitments and repay the           outstanding Loans
of each such non-consenting Lender; provided, however, that, unless the
Commitments that are terminated and the Loans that are           repaid pursuant to the
preceding clause (B) are immediately replaced in full at           such time through the
addition of new Lenders or the increase of the Commitments           and/or outstanding
Loans of existing Lenders (who in each case must specifically           consent thereto),
then in the case of any action pursuant to preceding clause           (B), each Lender
(determined after giving effect to the proposed action) shall           specifically
consent thereto. The Borrowers may, at the sole expense and effort           of the
Borrowers, upon notice to any Lender that the Borrowers desire to replace
          pursuant to clause (A) above, and the Administrative Agent, require such Lender
          to assign and delegate, without recourse (in accordance with the restrictions
          contained in Section 11.06(c)), all its interests, rights and obligations under
          this Agreement to an Eligible Assignee that shall assume such obligations; provided,
however, that (i) the Borrowers shall have received the prior           written
consent of the Administrative Agent, which consent shall not be           unreasonably
withheld, and (ii) such Lender shall have received payment of an           amount equal
to the outstanding principal of its Loans, accrued interest           thereon, accrued
Fees and all other amounts payable to it hereunder, from the           assignee (to the
extent of such outstanding principal and accrued interest and           fees) or the
Borrowers (in the case of all other amounts, including any breakage
          compensation under Section 3.02 hereof).  



        Section 11.07
    No Waiver; Remedies
Cumulative.    No failure or delay on the part of the Administrative Agent or any Lender
in exercising any right, power or privilege hereunder or under any other Loan Document and
no course of dealing between the Borrowers and the Administrative Agent or any Lender
shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
power or privilege hereunder or under any other Loan Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege hereunder
or thereunder. No notice to or demand on the Borrowers in any case shall entitle the
Borrowers to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent or the Lenders to any other
or further action in any circumstances without notice or demand. Without limiting the
generality of the foregoing, the making of a Loan or any LC Issuance shall not be
construed as a waiver of any Default or Event of Default, regardless of whether the
Administrative Agent, any Lender or any LC Issuer may have had notice or knowledge of such
Default or Event of Default at the time. The rights and remedies herein expressly provided
are cumulative and not exclusive of any rights or remedies that the Administrative Agent
or any Lender would otherwise have. 



        Section 11.08
    Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.



             (a)    
          This Agreement shall be governed by, and construed in accordance with, the law
          of the State of New York.




85





















             (b)    
          Each of the Borrowers and each other Loan Party irrevocably and unconditionally
          submit, for itself and its property, to the nonexclusive jurisdiction of the
          courts of the State of New York sitting in New York County and of the United
          States District Court for the Southern District of New York, and any appellate
          court from any thereof, in any action or proceeding arising out of or relating
          to this Agreement or any other Loan Document, or for recognition or enforcement
          of any judgment, and each of the parties hereto irrevocably and unconditionally
          agrees that all claims in respect of any such action or proceeding may be heard
          and determined in such New York State court or, to the fullest extent permitted
          by applicable 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 or in any other Loan Document shall
          affect any right that the Administrative Agent, any Lender or the LC Issuer may
          otherwise have to bring any action or proceeding relating to this Agreement or
          any other Loan Document against the Borrowers or any other Loan Party or its
          properties in the courts of any jurisdiction.




             (c)    
          Each of the Borrowers or any other Loan Party irrevocably and unconditionally
          waives, to the fullest extent permitted by applicable law, any objection that it
          may now or hereafter have to the laying of venue of any action or proceeding
          arising out of or relating to this Agreement or any other Loan Document in any
          court referred to in paragraph (b) of this section. Each of the parties hereto
          hereby irrevocably waives, to the fullest extent permitted by applicable law,
          the defense of an inconvenient forum to the maintenance of such action or
          proceeding in any such court.




             (d)    
          Each party hereto irrevocably consents to service of process in the manner
          provided for notices in Section 11.05. Nothing in this Agreement will affect the
          right of any party hereto to serve process in any other manner permitted by
          applicable law.




             (e)    
          EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
          APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
          DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
          LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
          ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
          THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
          EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
          LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
          AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
          THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
          CERTIFICATIONS IN THIS SECTION.




        Section 11.09
    Counterparts.    This Agreement may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same agreement. A set of
counterparts executed by all the parties hereto shall be lodged with the Borrower
Representative and the Administrative Agent. 



        Section 11.10
    Integration.    This
Agreement, the other Loan Documents and any separate letter agreements with respect to
fees payable to the Administrative Agent, for its own account and benefit and/or for the
account, benefit of, and distribution to, the Lenders, constitute the entire contract
among the parties relating to the subject matter hereof and thereof and supersede any and
all previous agreements and understandings, oral or written, relating to the subject
matter hereof or thereof. 



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        Section 11.11
    Headings
Descriptive.    The headings of the several Sections and other portions of this Agreement
are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement. 




        Section 11.12
    Amendment or Waiver.  



        (a)    
Neither this
Agreement nor any other Loan Document, nor any terms hereof or                thereof,
may be amended, changed, waived or otherwise modified unless               such
amendment, change, waiver or other modification is in writing and signed by
               the Borrowers, the Administrative Agent, and the Required Lenders or by
the                Administrative Agent acting at the written direction of the Required
Lenders; provided, however, that  



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


               



          		        (A)
    increase the amount of any Commitment of any Lender hereunder, without the
               written consent of such Lender or increase the Total Credit Facility Amount
               without the consent of all the Lenders; 


               



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


               



          		        (C)
    reduce the principal amount of any Loan made by any Lender, or reduce the rate
               or extend the time of payment of, or excuse the payment of, interest thereon
               (other than as a result of (x) waiving the applicability of any
               post-default increase in interest rates or (y) any amendment or
               modification of defined terms used in financial covenants), without the written
               consent of such Lender (it being understood that a modification to or waiver of
               Section 2.13(c)(iv), (v), (vi), or (vii) or to the definitions of Excess Cash
               Flow, Excess Cash Flow Prepayment Amount, Cash Proceeds or Net Cash Proceeds
               shall only require the consent of the Required Revolving Lenders and the
               Required Term Lenders); 


               



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


               



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


               



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


               



          	 	        (A)
    release the Borrowers from any of their obligations hereunder; 


               



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          	 	        (B)
    release the Borrowers from their guaranty obligations under Article X or release
               any Loan Party from the Subsidiary Guaranty, except, in the case of a
               Subsidiary Guarantor, in accordance with a transaction permitted under this
               Agreement; 


               



          		        (C)
    release all or any substantial portion of the Collateral, except in connection
               with a transaction expressly permitted under this Agreement; 


               



          		        (D)
    amend, modify or waive any provision of this Section 11.12, Section 8.03, or any
               other provision of any of the Loan Documents pursuant to which the consent or
               approval of all Lenders, or a number or specified percentage or other required
               grouping of Lenders or Lenders having Commitments, is by the terms of such
               provision explicitly required; 


               



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


               



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


               



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



     		        (iii)
    No change in, or waiver or other modification otherwise affecting, the amount or
          time of payment of the Scheduled Repayments provided for in Section 2.13(b) to
          which a Term Lender shall be entitled shall be made without the written consent
          of each Term Lender and the Required Revolving Lenders. 


          



        (b)    
No provision of Section
2.05 or any other provision in this Agreement           specifically relating to Letters
of Credit may be amended without the consent of           any LC Issuer adversely
affected thereby.  



        (c)    
No provision of Article
IX may be amended without the consent of the           Administrative Agent and no
provision of Section 2.04 may be amended without the           consent of the Swing Line
Lender.  



        (d)    
To the extent the
Required Lenders (or all of the Lenders, as applicable, as           shall be required by
this Section) waive the provisions of Section 7.02 with           respect to the sale,
transfer or other disposition of any Collateral, or any           Collateral is sold,
transferred or disposed of as permitted by Section 7.02, (i)           such Collateral
shall be sold, transferred or disposed of free and clear of the           Liens created
by the respective Security Documents; (ii) if such Collateral           includes all of
the capital stock of a Subsidiary that is a party to the           Subsidiary Guaranty or
whose stock is pledged pursuant to the Security           Agreement, such capital stock
shall be released from the Security Agreement and           such Subsidiary shall be
released from the Subsidiary Guaranty; and (iii) the           Administrative Agent shall
be authorized to take actions deemed appropriate by           it in order to effectuate
the foregoing.  



        (e)    
Notwithstanding
anything in paragraph (a) of this Section 11.12 to the contrary,           this Agreement
and the other Loan Documents may be amended at any time and from           time to time
to increase the Total Revolving Commitment or to establish one or           more Classes
of Term Loans and/or Revolving Commitments by an agreement in           writing entered
into by the Borrowers, the Administrative Agent and each Person           (including any
Lender) that shall agree to provide such Commitment or make a           Term Loan of any
Class so established (and each such Person that shall not           already be a Lender
shall, at the time such agreement becomes effective, become           a Lender with the
same effect as if it had originally been a Lender under this           Agreement with the
Commitment and/or Term Loans set forth in such agreement); provided that the
aggregate outstanding principal amount of the new Term           Loans and the new
Commitments of all Classes shall at no time, without the           consent of the
Required Lenders, exceed $75,000,000. Any such agreement shall           amend the
provisions of this Agreement and the other Loan Documents to set forth           the
terms of each Class of Term Loans or Commitments established thereby           (including
the amount and final maturity thereof (which shall not be earlier           than the
Revolving Facility Termination Date), any provisions relating to the
          amortization or mandatory prepayment thereof, the interest to accrue and be
          payable thereon and any fees to be payable in respect thereof) and to effect
          such other changes (including changes to the provisions of this Section,
Section           2.14 and the definition of “Required Lenders”) as the
Borrowers and           the Administrative Agent shall deem necessary or advisable in
connection with           the establishment of any such Class; provided that no
such agreement           shall (i) effect any change described in any of clauses (i) and
(ii) of           paragraph (a) of this Section without the consent of each Person
required to           consent to such change under such clause (it being agreed, however,
that any           increase in the Revolving Commitments or establishment of any Class of
Term           Loans will not, of itself, be deemed to effect any of the changes
described in           clauses (A), (C) or (D) of Section 11.12(a)(ii),(ii) amend
Article           VI, VII or VIII to establish any affirmative or
negative           covenant, Event of Default or remedy that by its terms benefits one or
more           Classes, but not all Classes, of Loans or Borrowings without the prior
written           consent of Lenders holding a majority in interest of the Loans and
Commitments           of each Class not so benefited (it being agreed that no provision
requiring           Borrower to prepay Term Loans of one or more Classes pursuant to
Sections           2.13(c)(iv) through (vii) shall be deemed to violate this clause) or
(iii)           change any other provision of this Agreement or any other Loan Document
that           creates rights in favor of Lenders holding Loans or Commitments of any
existing           Class, other than as necessary or advisable in the judgment of the
          Administrative Agent to cause such provision to take into account, or to make
          the benefits of such provision available to, Lenders holding Term Loans of such
          new Class or such new Commitments. The Loans, Commitments and Borrowings of any
          Class established pursuant to this paragraph shall constitute Loans,
Commitments           and Borrowings under, and shall be entitled to all the benefits
afforded by,           this Agreement and the other Loan Documents, and shall, without
limiting the           foregoing, benefit equally and ratably from the Subsidiary
Guaranty and security           interests created by the Security Documents. The Loan
Parties shall take any           actions reasonably required by the Administrative Agent
to ensure and/or           demonstrate that the Lien and security interests granted by
the Security           Documents continue to be perfected under the UCC or otherwise
after the           establishment of any such Class of Term Loans or any such new
Commitments.  




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        Section 11.13
    Survival of
Indemnities.    All indemnities set forth herein including, without limitation, in
Article III, Section 9.09 or Section 11.02 shall survive the execution and delivery of
this Agreement and the making and repayment of the Obligations. 



        Section 11.14
    Domicile of
Loans.  Each Lender may transfer and carry its Loans at, to or for the account of any
branch office, subsidiary or affiliate of such Lender; provided, however, that the
Borrower shall not be responsible for costs arising under Section 3.01 resulting from any
such transfer (other than a transfer pursuant to Section 3.05) to the extent not otherwise
applicable to such Lender prior to such transfer. 




        Section 11.15
    Confidentiality.  



             (a)    
          Each of the Administrative Agent, each LC Issuer and the Lenders agrees to
          maintain the confidentiality of the Confidential Information, except that
          Confidential Information may be disclosed (1) to its and its
          Affiliates’ directors, officers, employees and agents, including
          accountants, legal counsel and other advisors (it being understood that the
          persons to whom such disclosure is made will be informed of the confidential
          nature of such Confidential Information and instructed to keep such Confidential
          Information confidential), (2) to any direct or indirect contractual
          counterparty in any Hedge Agreement (or to any such contractual
          counterparty’s professional advisor), so long as such contractual
          counterparty (or such professional advisor) agrees to be bound by the provisions
          of this Section, (3) to the extent requested by any regulatory authority,
          (4) to the extent required by applicable laws or regulations or by any
          subpoena or similar legal process, (5) to any other party to this Agreement, (6)
          to any other creditor of any Loan Party that is a direct or intended beneficiary
          of any of the Loan Documents, (7) in connection with the exercise of any
          remedies hereunder or under any of the other Loan Documents, or any suit, action
          or proceeding relating to this Agreement or any of the other Loan Documents or
          the enforcement of rights hereunder or thereunder, (8) subject to an agreement
          containing provisions substantially the same as those of this Section, to any
          assignee of or participant in any of its rights or obligations under this
          Agreement, (9) with the consent of the Borrowers, or (10) to the extent such
          Confidential Information (i) becomes publicly available other than as a
          result of a breach of this Section, or (ii) becomes available to the
          Administrative Agent, any LC Issuer or any Lender on a non-confidential basis
          from a source other than a Loan Party and not otherwise in violation of this
          Section.




89





















             (b)    
          As used in this Section, “Confidential Information” means all
          information received from the Borrowers relating to the Borrowers or their
          business, other than any such information that is available to the
          Administrative Agent, any LC Issuer or any Lender on a non-confidential basis
          prior to disclosure by the Borrowers; provided, however, that, in the
          case of information received from the Borrowers after the Closing Date, such
          information is clearly identified at the time of delivery as confidential.




             (c)    
          Any Person required to maintain the confidentiality of Confidential Information
          as provided in this Section shall be considered to have complied with its
          obligation to do so if such Person has exercised the same degree of care to
          maintain the confidentiality of such Confidential Information as such Person
          would accord to its own confidential information. The Borrowers hereby agree
          that the failure of the Administrative Agent, any LC Issuer or any Lender to
          comply with the provisions of this Section shall not relieve the Borrowers, or
          any other Loan Party, of any of its obligations under this Agreement or any of
          the other Loan Documents.




        Section 11.16
    Limitations on
Liability of the LC Issuers.    The Borrowers assume all risks of the acts or omissions
of any beneficiary or transferee of any Letter of Credit with respect to its use of such
Letters of Credit. Neither any LC Issuer nor any of its officers or directors shall be
liable or responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b) the
validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient, fraudulent
or forged; (c) payment by an LC Issuer against presentation of documents that do not
comply with the terms of a Letter of Credit, including failure of any documents to bear
any reference or adequate reference to such Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under any Letter of Credit,
except that the LC Obligor shall have a claim against an LC Issuer, and an LC
Issuer shall be liable to such LC Obligor, to the extent of any direct, but not
consequential, damages suffered by such LC Obligor that such LC Obligor proves were caused
by (i) such LC Issuer’s willful misconduct or gross negligence in determining
whether documents presented under a Letter of Credit comply with the terms of such Letter
of Credit or (ii) such LC Issuer’s willful failure to make lawful payment under
any Letter of Credit after the presentation to it of documentation strictly complying with
the terms and conditions of such Letter of Credit. In furtherance and not in limitation of
the foregoing, an LC Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation. 



        Section 11.17
    General Limitation of
Liability.    No claim may be made by any Loan Party, any Lender, the Administrative
Agent, any LC Issuer or any other Person against the Administrative Agent, any LC Issuer,
or any other Lender or the Affiliates, directors, officers, employees, attorneys or agents
of any of them for any damages other than actual compensatory damages in respect of any
claim for breach of contract or any other theory of liability arising out of or related to
the transactions contemplated by this Agreement or any of the other Loan Documents, or any
act, omission or event occurring in connection therewith; and the Borrowers, each Lender,
the Administrative Agent and each LC Issuer hereby, to the fullest extent permitted under
applicable law, waive, release and agree not to sue or counterclaim upon any such claim
for any special, consequential or punitive damages, whether or not accrued and whether or
not known or suspected to exist in their favor. 



90





















        Section 11.18
    No Duty.    All
attorneys, accountants, appraisers, consultants and other professional persons (including
the firms or other entities on behalf of which any such Person may act) retained by the
Administrative Agent or any Lender with respect to the transactions contemplated by the
Loan Documents shall have the right to act exclusively in the interest of the
Administrative Agent or such Lender, as the case may be, and shall have no duty of
disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or
nature whatsoever to the Borrowers, to any of its Subsidiaries, or to any other Person,
with respect to any matters within the scope of such representation or related to their
activities in connection with such representation. The Borrowers agree, on behalf of
itself and its Subsidiaries, not to assert any claim or counterclaim against any such
persons with regard to such matters, all such claims and counterclaims, now existing or
hereafter arising, whether known or unknown, foreseen or unforeseeable, being hereby
waived, released and forever discharged. 



        Section 11.19
    Lenders and Agent Not
Fiduciary to Borrowers, etc.    The relationship among the Borrowers and their
Subsidiaries, on the one hand, and the Administrative Agent, each LC Issuer and the
Lenders, on the other hand, is solely that of debtor and creditor, and the Administrative
Agent, each LC Issuer and the Lenders have no fiduciary or other special relationship with
the Borrowers and their Subsidiaries, and no term or provision of any Loan Document, no
course of dealing, no written or oral communication, or other action, shall be construed
so as to deem such relationship to be other than that of debtor and creditor. 



        Section 11.20
    Survival of
Representations and Warranties.    All representations and warranties herein shall
survive the making of Loans and all LC Issuances hereunder, the execution and delivery of
this Agreement, the Notes and the other documents the forms of which are attached as
Exhibits hereto, the issue and delivery of the Notes, any disposition thereof by any
holder thereof, and any investigation made by the Administrative Agent or any Lender or
any other holder of any of the Notes or on its behalf. All statements contained in any
certificate or other document delivered to the Administrative Agent or any Lender or any
holder of any Notes by or on behalf of the Borrowers or any of their Subsidiaries pursuant
hereto or otherwise specifically for use in connection with the transactions contemplated
hereby shall constitute representations and warranties by the Borrowers hereunder, made as
of the respective dates specified therein or, if no date is specified, as of the
respective dates furnished to the Administrative Agent or any Lender. 



        Section 11.21
    Severability.    Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. 



        Section 11.22
    Independence of
Covenants.    All covenants hereunder shall be given independent effect so that if a
particular action, event, condition or circumstance is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would otherwise be
within the limitations or restrictions of, another covenant, shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or event, condition
or circumstance exists. 



91





















        Section 11.23
    Interest Rate
Limitation.    Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all fees, charges and other amounts
that are treated as interest on such Loan under applicable law (collectively, the
“Charges”), shall exceed the maximum lawful rate (the “Maximum
Rate”) that may be contracted for, charged, taken, received or reserved by the
Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and Charges payable to
such Lender in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Base Rate to the date of repayment, shall have been received by such Lender. 



        Section 11.24
    USA Patriot Act.    Each Lender subject to the USA Patriot Act hereby notifies the Borrowers that pursuant to
the requirements of the USA Patriot Act, it is required to obtain, verify and record
information that identifies the Borrowers, which information includes the name and address
of the Borrowers and other information that will allow such Lender to identify the
Borrowers in accordance with the USA Patriot Act. 



        [Remainder
of page intentionally left blank.] 




92




















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



	 	 	 	 	
	 	 	 	GIBRALTAR INDUSTRIES, INC.



	Address:	    3556 Lake Shore Rd.            	 	By:  	    /s/ David W. Kay             
	  	    P.O. Box 2028                       	 	Name:	David W. Kay
	  	    Buffalo, New York 14219     	 	Title:	Executive Vice President, Chief Financial
	 	 	 	 	Officer and Treasurer




	 	 	 	 	
	 	 	 	


GIBRALTAR STEEL CORPORATION OF

NEW YORK
	Address:	    3556 Lake Shore Rd.            	 	By:  	    /s/ David W. Kay             
	  	    P.O. Box 2028                       	 	Name:	David W. Kay
	  	    Buffalo, New York 14219     	 	Title:	Executive Vice President, Chief Financial
	 	 	 	 	Officer and Treasurer





93


















	 	 	 	 	
	 	 	 	


KEYBANK NATIONAL ASSOCIATION,

as a Lender, LC Issuer, Swing Line Lender,

Book Runner, and Lead Arranger and

Administrative Agent
	



Address:	___________________________	 	By:	  /s/ Scott A. Foye           
	 	___________________________	 	Name:	Scott A. Foye
	 	___________________________	 	Title:	Senior Vice President





94









	 	 	 	 	
	 	 	 	


JPMORGAN CHASE BANK, N.A.,
as a
Lender, LC Issuer and a Co-Syndication Agent
	



Address:	  2300 Main Place Tower       	 	By:	  /s/ Robert J. McArdle         
	 	  Buffalo, NY 14202               	 	Name:	Robert J. McArdle
	 	 	 	Title:	Vice President





95















	 	 	 	 	
	 	 	 	


HARRIS N.A., as a Lender
and
a Co-Syndication Agent
	



Address:	  111 West Monroe St.           	 	By:	  /s/ Thad D. Rasche         
	 	  Chicago, Illinois 60603         	 	Name:	  Thad D. Rasche	 	 	 		  
	 	  	 	Title:	  Director	 	 	 	 	 





96







	 	 	 	 	
	 	 	 	


HSBC BANK USA, NATIONAL 

ASSOCIATION, as a Lender and
a Co-Documentation Agent
	



Address:	  One HSBC Center                	 	By:	  /s/ John C. Wright         
	 	  Buffalo, New York 14203     	 	Name:	  John C. Wright
	 	 	 	Title:	  Vice President





97










	 	 	 	 	
	 	 	 	


MANUFACTURERS AND TRADERS

TRUST COMPANY, as a Lender and
a Co-Documentation Agent
	



Address:	  One Fountain Plaza – 12     	 	By:	  /s/ Jonathan Z. Falk         
	 	  Buffalo, NY 14203              	 	Name:	  Jonathan Z. Falk
	 	 	 	Title:	  Vice President





98








	 	 	 	 	
	 	 	 	


US BANK, NATIONAL
ASSOCIATION,
as a Lender
	



Address:	  1350 Euclid Ave – 11th Fl          	 	By:	  /s/ David J. Dannemiller         
	 	  Cleveland, Ohio 44115                	 	Name:	David J. Dannemiller
	 	 	 	Title:	Vice President





99










	 	 	 	 	
	 	 	 	


BANK OF AMERICA, N.A., successor
by 
merger to Fleet National Bank, as a Lender
	



Address:	  Bank of America, N.A.     	 	By:	  /s/ Christopher S. Allen       
	 	  100 Federal Street           	 	Name:	  Christopher S. Allen
	 	  Boston, MA 02110         	 	Title:	  Senior Vice President
	 	  MA5 – 100 – 07 – 06     	 	 	  







100












	 	 	 	 	
	 	 	 	


NATIONAL CITY BANK OF 

PENNSYLVANIA, as a Lender
	



Address:	  20 Stanwix Street               	 	By:	  /s/ Brian V. Ciaverella         
	 	  Loc. #46 – 25 – 192           	 	Name:	  Brian V. Ciaverella         
	 	  Pittsburgh, PA 15222         	 	Title:	  Senior Vice President








101










	 	 	 	 	
	 	 	 	


COMERICA BANK, as a
Lender
	



Address:	  Comerica Tower, MC 3279     	 	By:	  /s/ Sarah R. West         
	 	  500 Woodward Avenue           	 	Name:	  Sarah R. West
	 	  Detroit, MI 48226                   	 	Title:	  Account Officer







102












	 	 	 	 	
	 	 	 	


CITIZENS BANK,
as a Lender
	



Address:	  115 Lawrence Bell Drive        	 	By:	  /s/ Thomas Giles           
	 	  Williamsville, NY 14221         	 	Name:	  Thomas Giles
	 	 	 	Title:	  Vice President






103












EXHIBITS 




AND 




SCHEDULES 




104 











Schedule 1 




Lenders and
Commitments 




	

	Lender	Revolving
Commitment	Revolving Facility
Percentage as of
the Closing
Date	Term
Commitment
	

	KeyBank National Association	 	$45,000,000	 	15	%	$210,000,000	 
	

	Manufacturers and Traders Trust Company	 	$36,000,000	 	12	%	$    4,000,000	 
	

	JPMorgan Chase Bank, N.A	 	$33,000,000	 	11	%	N/A	 
	

	Harris N.A.	 	$33,000,000	 	11	%	N/A	 
	

	HSBC Bank USA, National Association	 	$33,000,000	 	11	%	N/A	 
	

	US Bank, National Association	 	$33,000,000	 	11	%	N/A	 
	

	Bank of America, N.A., successor by merger to Fleet	 	$33,000,000	 	11	%	$    4,000,000	 
	National Bank	 
	

	National City Bank of Pennsylvania	 	$33,000,000	 	11	%	$    4,000,000	 
	

	Comerica Bank	 	$21,000,000	 	7	%	$    4,000,000	 
	

	Citizens Bank, N.A.	 	N/A	 	N/A	 	$    4,000,000	 
	

	                       Total:	 	$300,000,000.00		100.00	%	$230,000,000.00	
	







105























Exhibit A-1  




REVOLVING NOTE 




	$ __________________ 	 	Buffalo, New York
As of December 8, 2005 	 








        FOR
VALUE RECEIVED, the undersigned, GIBRALTAR INDUSTRIES, INC. and GIBRALTAR
STEEL CORPORATION OF NEW YORK (collectively, “Borrowers”), jointly
and severally, hereby unconditionally promise to pay on the Revolving Facility Termination
Date (as defined in the Credit Agreement hereinafter referred to) to the order of
__________________________ (“Lender”), the principal sum equal to the
lesser of (a) ___________________ or (b) the aggregate unpaid principal amount of all
Revolving Loans made by the Lender to the Borrowers pursuant to the Credit Agreement (as
defined below), together with interest at the rate and on the terms as specified herein.
“Credit Agreement” means the Amended and Restated Credit Agreement dated
as of December 8, 2005 among the Borrowers, KeyBank National Association, as
Administrative Agent, Swing Line Lender, LC Issuer, Lead Arranger and Sole Book Runner
(the “Administrative Agent”), JPMorgan Chase Bank, N.A., as LC Issuer and
Co-Syndication Agent, Harris N.A., as Co-Syndication Agent, HSBC Bank USA, National
Association and Manufacturers and Traders Trust Company, as Co-Documentation Agents, and
the Lenders named therein, as the same may be amended from time to time. All capitalized
terms used in this Note and not otherwise defined shall have the meanings set forth in the
Credit Agreement. 



        This
Note shall bear interest at the rates and on the dates determined in accordance with
Section 2.09 of the Credit Agreement. 



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



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



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



        Upon
the happening of one or more Events of Default as described in Section 8.01 of the
Credit Agreement, this Note may be accelerated in accordance with Section 8.02 of the
Credit Agreement. 




106




















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



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



        EACH
OF THE PARTIES TO THIS NOTE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OF THE
LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER
MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. 




107




















        This
Note shall be construed under, and governed by, the laws of the State of New York, without
regard to its conflict of laws rules. 


	 	 	GIBRALTAR INDUSTRIES, INC.

GIBRALTAR STEEL CORPORATION OF NEW YORK	 
	 
		 	By: /s/ David W. Kay      
                  
    	 
	 	 	Name: David W. Kay	 
	 	 	Title:   Executive Vice President,	 
	 	 	            Chief Financial Officer and Treasurer	 





108























	SCHEDULE  
	 
	REVOLVING LOANS  
	 
	

	DATE
 LOAN
 MADE 	  	AMOUNT
 OF
 LOAN 	  	BASIS OF
 INTEREST
 RATE (BASE
 RATE OR
 EURO-
DOLLAR
 RATE) 	  	INTEREST
 PERIOD
 DATES 	  	AMOUNT
 OF
 PRINCIPAL
 PAID OR
 PREPAID 	  	AGGREGATE
UNPAID
 PRINCIPAL 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	






109
























Exhibit A-2  




SWING LINE NOTE 


	$20,000,000.00 	 	Buffalo, New York
As of December 8, 2005 	 





        FOR
VALUE RECEIVED, the undersigned, GIBRALTAR INDUSTRIES, INC. and GIBRALTAR
STEEL CORPORATION OF NEW YORK (collectively, “Borrowers”), jointly
and severally, hereby unconditionally promise to pay on the Swing Loan Maturity Date (as
defined in the Credit Agreement hereinafter referred to) to the order of KEYBANK NATIONAL
ASSOCIATION (“Lender”), the principal sum equal to the lesser of (a)
$20,000,000.00 (TWENTY MILLION DOLLARS) or (b) the aggregate unpaid principal amount
of all Swing Loans made by the Lender to the Borrowers pursuant to the Credit Agreement
(as defined below), together with interest at the rate and on the terms as specified
herein. “Credit Agreement” means the Amended and Restated Credit
Agreement dated as of December 8, 2005 among the Borrowers, KeyBank National Association,
as LC Issuer, Lead Arranger, Sole Book Runner, Swing Line Lender and Administrative Agent
(the “Administrative Agent”), JPMorgan Chase Bank, N.A., as LC Issuer and
Co-Syndication Agent, Harris N.A., as Co-Syndication Agent, HSBC Bank USA, National
Association and Manufacturers and Traders Trust Company, as Co-Documentation Agents, and
the Lenders named therein, as the same may be amended from time to time. All capitalized
terms used in this Note and not otherwise defined shall have the meanings set forth in the
Credit Agreement. 



        This
Note shall bear interest at the rates and on the dates determined in accordance with
Section 2.09 of the Credit Agreement. 



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



        The
Lender is authorized to inscribe on the schedule attached hereto and constituting a part
hereof and any continuation thereof (“Schedule”), the date of the making
of each Swing Loan, the amount of, and Swing Loan Maturity Date applicable to, each Swing
Loan, each payment of principal and the aggregate unpaid balance of this Note. Each entry
on the Schedule shall be prima facie evidence of the facts so set forth. No failure by the
Lender to make, and no error by the Lender in making, any inscription on the Schedule
shall affect the obligation of the Borrowers to repay the full principal amount of the
Swing Loans made by the Lender to the Borrowers or the obligation of the Borrowers to pay
interest thereon at the agreed upon rate. 



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



        Upon
the happening of one or more Events of Default as described in Section 8.01 of the
Credit Agreement, this Note may be accelerated in accordance with Section 8.02 of the
Credit Agreement. 



110






















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



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



        EACH
OF THE PARTIES TO THIS NOTE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OF THE
LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER
MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. 




111






















        This
Note shall be construed under, and governed by, the laws of the State of New York, without
regard to its conflict of laws rules. 


	 	 	GIBRALTAR INDUSTRIES, INC.

GIBRALTAR STEEL CORPORATION OF NEW YORK	 
	 
		 	By: /s/ David W. Kay      
                  
    	 
	 	 	Name: David W. Kay	 
	 	 	Title:   Executive Vice President,	 
	 	 	            Chief Financial Officer and Treasurer	 







112





















	SCHEDULE  
	 
	SWING LOANS  
	 
	

	DATE
 LOAN
 MADE 	  	AMOUNT
 OF
 LOAN 	  	BASIS OF
 INTEREST
 RATE (BASE
 RATE OR
 EURO-
DOLLAR
 RATE) 	  	INTEREST
 PERIOD
 DATES 	  	AMOUNT
 OF
 PRINCIPAL
 PAID OR
 PREPAID 	  	AGGREGATE
UNPAID
 PRINCIPAL 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	

	 
	





113
























Exhibit A-3  




TERM NOTE 


	$ __________________ 	 	Buffalo, New York
As of December 8, 2005 	 





        FOR
VALUE RECEIVED, the undersigned, GIBRALTAR INDUSTRIES, INC. and GIBRALTAR
STEEL CORPORATION OF NEW YORK (collectively, “Borrowers”), jointly
and severally, hereby unconditionally promise to pay on the Term Loan Maturity Date (as
defined in the Credit Agreement hereinafter referred to) to the order of
________________________________ (“Lender”), the principal sum of
$_________________, together with the unpaid interest thereon at the rate and on the terms
as specified herein. “Credit Agreement” means the Amended and Restated
Credit Agreement dated as of December 8, 2005 among the Borrowers, KeyBank National
Association, as LC Issuer, Lead Arranger, Sole Book Runner, Swing Line Lender and
Administrative Agent (the “Administrative Agent”), JPMorgan Chase Bank,
N.A., as LC Issuer and Co-Syndication Agent, Harris N.A., as Co-Syndication Agent, HSBC
Bank USA, National Association and Manufacturers and Traders Trust Company, as
Co-Documentation Agents, and the Lenders named therein, as the same may be amended from
time to time. All capitalized terms used in this Note and not otherwise defined shall have
the meanings set forth in the Credit Agreement. 



        This
Note shall bear interest at the rates and on the dates determined in accordance with
Section 2.09 of the Credit Agreement. The Borrowers promise to pay interest on the unpaid
principal amount of the Term Loan, from the date of the Term Loan until the payment in
full thereof in accordance with Section 2.09 of the Credit Agreement. 



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



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



        Upon
the happening of one or more Events of Default as described in Section 8.01 of the
Credit Agreement, this Note may be accelerated in accordance with Section 8.02 of the
Credit Agreement. 



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



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



114






















        EACH
OF THE PARTIES TO THIS NOTE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OF THE
LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER
MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. 




115






















        This
Note shall be construed under, and governed by, the laws of the State of New York, without
regard to its conflict of laws rules. 


	 	 	GIBRALTAR INDUSTRIES, INC.

GIBRALTAR STEEL CORPORATION OF NEW YORK 	 
	 
		 	By: /s/ David W. Kay      
                  
    	 
	 	 	Name: David W. Kay	 
	 	 	Title:   Executive Vice President,	 
	 	 	            Chief Financial Officer and Treasurer	 





116























Exhibit B-1  




NOTICE OF BORROWING  




_______________, 20__ 




KeyBank National Association,

        as Administrative Agent for the Lenders party

        to the Credit Agreement
referred to below

127 Public Square

Cleveland, Ohio 44114

        Attention:
_________________________________________________ 





Re:        Notice of
Borrowing under the Credit Agreement Referred to Below  




Ladies and Gentlemen: 



        The
undersigned, GIBRALTAR INDUSTRIES, INC., a Delaware corporation, and GIBRALTAR STEEL
CORPORATION OF NEW YORK, a New York corporation (collectively,
“Borrowers”), refer to the Amended and Restated Credit Agreement, dated
as of December 8, 2005 (as amended, modified or supplemented from time to time, the
“Credit Agreement,” the terms defined therein being used herein as
therein defined), among Borrowers, KeyBank National Association, as LC Issuer, Lead
Arranger, Sole Book Runner, Swing Line Lender and Administrative Agent (the
“Administrative Agent”), JPMorgan Chase Bank, N.A., as LC Issuer and
Co-Syndication Agent, Harris N.A., as Co-Syndication Agent, HSBC Bank USA, National
Association and Manufacturers and Traders Trust Company, as Co-Documentation Agents, and
the Lenders named therein, and hereby give you notice, irrevocably, pursuant to Section
2.06 of the Credit Agreement, that the undersigned hereby requests one or more Borrowings
under the Credit Agreement, and in that connection therewith sets forth in the schedule
attached hereto the information relating to each such Borrowing (collectively the
“Proposed Borrowing”) as required by Section 2.06(b) of the Credit
Agreement. 



        The
undersigned hereby specifies that the Proposed Borrowing will consist of Loans as
indicated in the schedule attached hereto. 



        The
undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Borrowing: 



	  	         (i)  	  	no
Default or Event of Default has occurred and is continuing; 







	  	(ii)  	  	no
Material Adverse Effect has occurred; and  






	  	(iii)  	  	all
representations and warranties of the Loan Parties contained in the Credit Agreement or
in the other Loan Documents are true and correct in all material respects with the same
effect as though such representations and warranties were made on and as of the date
hereof and on and as of the date of the Proposed Borrowing, except to the extent that
such representations and warranties expressly relate to an earlier specified date, in
which case such representations and warranties were true and correct in all material
respects as of the date when made.  






117



















		 	Very truly yours,
		 	 
	 	 	GIBRALTAR INDUSTRIES, INC.

GIBRALTAR STEEL CORPORATION OF NEW YORK 	 
	 
		 	By: /s/ David W. Kay      
                  
    	 
	 	 	Name: David W. Kay	 
	 	 	Title:   Executive Vice President,	 
	 	 	            Chief Financial Officer and Treasurer	 





118
























BORROWING SCHEDULE 




Proposed Borrowing #1: 




	

	Business Day
of
Proposed
Borrowing 	  	Type of
Loans 	  	Aggregate
Amount
of Loans 	  	Interest Period
if Loans are
Eurodollar
Loans 	  
	

		 	Base Rate Loans	 		 	One Month	 
	 	 		 		 		 
		 	Eurodollar Loans	 		 	Two Months	 
	 	 		 		 		 
		 	Swing Loans	 		 	Three Months	 
	 	 		 		 		 
	________, 200__	 		 	$_______________	 	Six Months	 
	 	 		 		 		 
		 	[Circle one of above]	 		 	[Circle one of above]	 
	








Proposed Borrowing #2:  


	

	Business Day
of
Proposed
Borrowing 	  	Type of
Loans 	  	Aggregate
Amount
of Loans 	  	Interest Period
if Loans are
Eurodollar
Loans 	  
	

		 	Base Rate Loans	 		 	One Month	 
	 	 		 		 		 
		 	Eurodollar Loans	 		 	Two Months	 
	 	 		 		 		 
		 	Swing Loans	 		 	Three Months	 
	 	 		 		 		 
	________, 200__	 		 	$_______________	 	Six Months	 
	 	 		 		 		 
		 	[Circle one of above]	 		 	[Circle one of above]	 
	






119






















Exhibit B-2  




NOTICE OF

CONTINUATION OR
CONVERSION  



        The
undersigned hereby certifies to KeyBank National Association, as Administrative Agent for
the benefit of the Lenders in accordance with the terms of an Amended and Restated Credit
Agreement among the undersigned, KeyBank National Association, as LC Issuer, Lead
Arranger, Sole Book Runner, Swing Line Lender and Administrative Agent (the
“Administrative Agent”), JPMorgan Chase Bank, N.A., as LC Issuer and
Co-Syndication Agent, Harris N.A., as Co-Syndication Agent, HSBC Bank USA, National
Association and Manufacturers and Traders Trust Company, as Co-Documentation Agents, and
the Lenders named therein, dated as of December 8, 2005 (the “Credit
Agreement,” the terms defined therein being used herein as therein defined), as
the same from time to time may be amended, supplemented or otherwise modified, that: 



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




	  	
(Check
One) 






	  	  	                           [    ] 	  	
conversion 






	  	  	                           [    ]  	  	continuation 






	  	
of
a  






	  	
(Check
One) 






	  	  	                           [    ]  	  	Eurodollar
Loan 






	  	  	                           [    ]  	  	Base
Rate Loan 







	  	
to
a  






	  	
(Check
One) 






	  	  	                           [    ]  	  	Eurodollar
Loan 






	  	  	                           [    ]  	  	Base
Rate Loan 








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



	  	
(Check
One) 






	  	
Interest
Period 






	  	  	                           [    ]  	  	one
month 






	  	  	                           [    ]  	  	two
months 






	  	  	                           [    ]  	  	three
months 






	  	  	                           [    ]  	  	six
months 






The proposed conversion/continuation
is to be made on the ____ day of ____________, 20__. 







120






















        WITNESS
the signature of the undersigned authorized signatory this ___ day of _____________, 20__.  



		 	GIBRALTAR INDUSTRIES, INC. 
	 
		 	By:	 	_________________________________________________	 
		 	Name:	 	_________________________________________________	 
		 	Title:	 	_________________________________________________	 




121

























EXHIBIT B-3  



LETTER OF CREDIT REQUEST 



No. ______________ 



Dated  __________, 200__ 



KeyBank National Association,

        as Administrative Agent for the Lenders party

        to the Credit Agreement
referred to below

127 Public Square

Cleveland, Ohio 44114

        Attention:
Letter of Credit Operations  




Ladies and Gentlemen: 



        The
undersigned, GIBRALTAR INDUSTRIES, INC. and GIBRALTAR STEEL CORPORATION OF NEW YORK
(collectively, “Borrowers”), refer to the Amended and Restated Credit
Agreement, dated as of December 8, 2005, among the undersigned, KeyBank National
Association, as LC Issuer, Lead Arranger, Sole Book Runner, Swing Line Lender and
Administrative Agent (the “Administrative Agent”), JPMorgan Chase Bank,
N.A., as LC Issuer and Co-Syndication Agent, Harris N.A., as Co-Syndication Agent, HSBC
Bank USA, National Association and Manufacturers and Traders Trust Company, as
Co-Documentation Agents, and the Lenders named therein, as the same from time to time may
be amended, supplemented or otherwise modified (the “Credit Agreement,”
the capitalized terms defined therein being used herein as therein defined). 



        The
undersigned hereby requests that
              
, as a LC Issuer, issue a Letter of Credit on
          , 200__ (the
“Date of Issuance”) in the aggregate amount of $_____________, for the
account of ____________________. 



        The
beneficiary of the requested Letter of Credit will be __________, and such Letter of
Credit will be in support of ___________ and will have a stated termination date of
_____________. 



        The
undersigned hereby certifies that after giving effect to the requested issuance of the
Letter of Credit: 



	  	                  (i)  	  	$_________
principal amount of Loans will be outstanding; and 






	  	                  (ii)  	  	the
LC Outstandings will be $___________. 






        The
undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the Date of Issuance: 



	  	(i) 	  	no
Default or Event of Default has occurred and is continuing;  







	  	(ii)  	  	no
Material Adverse Effect has occurred; and  







122






















	  	(iii)  	  	all
representations and warranties of the Loan Parties contained in the Credit
          Agreement or in the other Loan Documents are true and correct in all material
          respects with the same effect as though such representations and warranties
were           made on and as of the date hereof and on and as of the Date of Issuance,
except           to the extent that such representations and warranties expressly relate
to an           earlier specified date, in which case such representations and warranties
were           true and correct in all material respects as of the date when made.  







        Copies
of all documentation with respect to the supported transaction are attached hereto. 


		 	Very truly yours,
		 	 
	 	 	GIBRALTAR INDUSTRIES, INC.

GIBRALTAR STEEL CORPORATION OF NEW YORK 	 
	 
		 	By: /s/ David W. Kay      
                  
    	 
	 	 	Name: David W. Kay	 
	 	 	Title:   Executive Vice President,	 
	 	 	            Chief Financial Officer and Treasurer	 




123























Exhibit C-1  



AMENDED AND RESTATED
SUBSIDIARY GUARANTY 



See Attached. 




124























Exhibit C-2  



AMENDED AND RESTATED PLEDGE
AND SECURITY AGREEMENT 



See Attached. 



125




















Exhibit D  



COMPLIANCE CERTIFICATE
OF

GIBRALTAR INDUSTRIES,
INC. AND GIBRALTAR

STEEL CORPORATION OF
NEW YORK 



_____________, 20__ 



        The
undersigned does hereby certify that he is the ____________________ of Gibraltar
Industries, Inc., a Delaware corporation (“GII”), and the
______________ of Gibraltar Steel Corporation of New York, a New York corporation
(“GSNY,” and together with GII, the
“Borrowers”), and that in such capacities, is authorized to
execute and deliver this compliance certificate (this
“Certificate”), in the name of and on behalf of the
Borrowers. This Certificate is being delivered pursuant to Section 6.01(c) of the Amended
and Restated Credit Agreement, dated as of December 8, 2005 (the “Credit
Agreement”), among the Borrowers, KeyBank National Association as
Administrative Agent, Swing Line Lender, LC Issuer, Lead Arranger and Sole Book Runner
(the “Administrative Agent”), JPMorgan Chase Bank, N.A., as
LC Issuer and Co-Syndication Agent, Harris N.A., as Co-Syndication Agent, HSBC Bank USA,
National Association and Manufacturers and Traders Trust Company, as Co-Documentation
Agents, and the Lenders named therein, as the same may be amended from time to time.
Capitalized terms used herein and not otherwise defined have the respective meanings given
to them in the Credit Agreement. 



        THE
UNDERSIGNED DOES FURTHER CERTIFY THAT as of the date of hereof: 



	  	(i)  	  	Except
as may be set forth on Exhibit A attached hereto, no Default or
               Event of Default exists; and  






	  	(ii)  	  	The
representations and warranties of the Borrowers contained in the Credit
               Agreement or in the other Loan Documents are true and correct in all
material                respects with the same effect as though such representations and
warranties were                made on and as of the date hereof, except to the extent
that any relate to an                earlier specified date, in which case, such
representations shall be true and                correct in all material respects as of
the date made.  






        Set
forth on the Exhibit B attached hereto are the calculations required to establish
compliance with the provisions of Section 7.07. 




126























        IN
WITNESS WHEREOF, the undersigned has executed this Certificate in the name of and on
behalf of Gibraltar Industries, Inc. and Gibraltar Steel Corporation as of the date first
set forth above. 


		 	GIBRALTAR INDUSTRIES, INC.

GIBRALTAR STEEL CORPORATION OF NEW YORK 
	 
		 	By:	 	_________________________________________________	 
		 	Name:	 	_________________________________________________	 
		 	Title:	 	_________________________________________________	 




127























Exhibit E  



CLOSING CERTIFICATE OF

GIBRALTAR INDUSTRIES,
INC. AND GIBRALTAR

STEEL CORPORATION OF
NEW YORK 



        I,
David W. Kay, do hereby certify that I am the Executive Vice President, Chief Financial
Officer and Treasurer of Gibraltar Industries, Inc., a Delaware corporation
(“GII”), and the Executive Vice President, Chief Financial
Officer and Treasurer of Gibraltar Steel Corporation of New York, a New York corporation
(“GSNY,” and together with GII, the
“Borrowers”), and that in such capacities, I am authorized
to execute and deliver this closing certificate (this
“Certificate”), in the name of and on behalf of the
Borrowers. This Certificate is being delivered pursuant to Sections 4.01(xiv) and 4.01(xx)
of the Amended and Restated Credit Agreement, dated as of December 8, 2005 (the
“Credit Agreement”), among the Borrowers, KeyBank National
Association as Administrative Agent, Swing Line Lender, LC Issuer, Lead Arranger and Sole
Book Runner (the “Administrative Agent”), JPMorgan Chase
Bank, N.A., as LC Issuer and Co-Syndication Agent, Harris N.A., as Co-Syndication Agent,
HSBC Bank USA, National Association and Manufacturers and Traders Trust Company, as
Co-Documentation Agents, and the Lenders named therein, as the same may be amended from
time to time. Capitalized terms used herein and not otherwise defined have the respective
meanings given to them in the Credit Agreement. 



        I
DO FURTHER CERTIFY THAT as of the Closing Date, and before and after giving effect to
the initial Borrowings under the Credit Agreement and the application of the proceeds
thereof, 



        1.    No Default or Event of Default has occurred or is continuing; 



        2.    All
the representations and warranties of the Loan Parties contained in the Credit Agreement
or in the other Loan Documents are true and correct in all material respects on and as of
the Closing Date, except that as to any such representations and warranties that expressly
relate to an earlier specified date, such representations and warranties are only
represented as having been true and correct in all material respects as of the date when
made; and 



        3.    After
giving effect to the making of the Loans contemplated by the Credit Agreement, the Total
Leverage Ratio is less than 3.25 to 1.00. 



128























        IN
WITNESS WHEREOF, the undersigned has executed this Certificate in the name of and on
behalf of Gibraltar Industries, Inc. and Gibraltar Steel Corporation this ___ day of
December, 2005. 


	 	 	GIBRALTAR INDUSTRIES, INC.

GIBRALTAR STEEL CORPORATION OF NEW YORK 	 
	 
		 	By: /s/ David W. Kay      
                  
    	 
	 	 	Name: David W. Kay	 
	 	 	Title:   Executive Vice President,	 
	 	 	            Chief Financial Officer and Treasurer	 




129























Exhibit F  



SOLVENCY CERTIFICATE OF

GIBRALTAR INDUSTRIES,
INC. AND GIBRALTAR

STEEL CORPORATION OF
NEW YORK 



        The
undersigned hereby certifies to KeyBank National Association, as Administrative Agent
(“Administrative Agent”) that he is the Executive Vice President, Chief
Financial Officer and Treasurer of Gibraltar Industries, Inc., a corporation formed
under the laws of Delaware (“GII”), and that as such he is familiar with
its properties, business and assets and is authorized to execute this certificate on
behalf of GII in connection with the Amended and Restated Credit Agreement dated as of
December 8, 2005 among the Borrowers, KeyBank National Association as Administrative
Agent, Swing Line Lender, LC Issuer, Lead Arranger and Sole Book Runner, JPMorgan Chase
Bank, N.A., as LC Issuer and Co-Syndication Agent, Harris N.A., as Co-Syndication Agent,
HSBC Bank USA, National Association and Manufacturers and Traders Trust Company, as
Co-Documentation Agents, and the Lenders named therein, as the same may be amended from
time to time (the “Credit Agreement”). Capitalized terms used herein and
not otherwise defined have the respective meanings given to them in the Credit Agreement.
The undersigned does hereby further certify to the Administrative Agent that: 



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



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



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



             (a)    
          the cash and other current assets of the Borrowers reflected in the
          Borrowers’ Opening Pro Forma and Projected Balance Sheets reflecting the
          transactions contemplated by the Credit Agreement, copies of which have been
          delivered to the Administrative Agent (the “Balance Sheets”);




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




             (c)    
          the experience of management of the Borrowers in operating the Borrowers’
          business; and




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




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



130





















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




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




             (c)    
          the customary terms of trade payables in the business in which the Borrowers are
          engaged.




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



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



        7.    Borrowers
do not intend to hinder, delay or defraud either present or future creditors or any other
person to which the Borrowers are or, on or after the date hereof, will become indebted. 



        IN
WITNESS WHEREOF, I have executed this certificate in my capacity as an officer of the GII
this ___ day of ____________, 2005. 


	 	 	GIBRALTAR INDUSTRIES, INC. 	 
	 
		 	By: /s/ David W. Kay      
                  
    	 
	 	 	Name: David W. Kay	 
	 	 	Title:   Executive Vice President,	 
	 	 	            Chief Financial Officer and Treasurer	 




131























Exhibit G  



ASSIGNMENT AGREEMENT 



DATE:_____________ 



        Reference
is made to the Amended and Restated Credit Agreement, dated as of December 8, 2005 (as
amended, modified or supplemented from time to time, the “Credit
Agreement”; terms defined or referenced therein and not otherwise defined or
referenced herein being used herein as therein defined or referenced), among Gibraltar
Industries, Inc., Gibraltar Steel Corporation of New York, KeyBank National Association as
Administrative Agent, Swing Line Lender, LC Issuer, Lead Arranger and Sole Book Runner
(the “Administrative Agent”), JPMorgan Chase Bank, N.A., as LC Issuer and
Co-Syndication Agent, Harris N.A., as Co-Syndication Agent, HSBC Bank USA, National
Association and Manufacturers and Traders Trust Company, as Co-Documentation Agents, and
the Lenders named therein. 



        _____________
(the “Assignor”) and ______________ (the “Assignee”)
hereby agree as follows: 



        1.    The
Assignor hereby sells and assigns to the Assignee without recourse and without
representation or warranty (other than as expressly provided herein), and the Assignee
hereby purchases and assumes from the Assignor, that interest in and to all of the
Assignor’s rights and obligations under the Credit Agreement as of the date hereof
which represents the percentage interest specified in Item 4 of Annex I (the
“Assigned Share”) of all of Assignor’s outstanding rights and
obligations under the Credit Agreement indicated in Item 4 of Annex I, including, without
limitation, all rights and obligations with respect to the Assigned Share of the
Assignor’s Commitment and of the Loans, Unpaid Drawings and the Notes held by the
Assignor. After giving effect to such sale and assignment, the Assignee’s Commitment
will be as set forth in Item 4 of Annex I. 



        2.    The
Assignor: (a) represents and warrants that it is duly authorized to enter into and perform
the terms of this Assignment Agreement, that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any
liens or security interests; (b) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or the other Loan Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or the other Loan Documents or any other instrument or document furnished
pursuant thereto; and (c) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers or any of their
Subsidiaries or the performance or observance by the Borrowers or any of the other Loan
Parties of any of their obligations under the Credit Agreement or the other Loan Documents
or any other instrument or document furnished pursuant thereto. 



        3.    The
Assignee: (a) represents and warrants that it is duly authorized to enter into and perform
the terms of this Assignment Agreement; (b) confirms that it has received a copy of the
Credit Agreement and the other Loan Documents, together with copies of the financial
statements referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment
Agreement; (c) agrees that it will, independently and without reliance upon the
Administrative Agent, the Assignor or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement; (d) appoints and
authorizes each Agent to take such action as agent on its behalf and to exercise such
powers under the Credit Agreement and the other Loan Documents as are delegated to such
Agent by the terms thereof, together with such powers as are reasonably incidental
thereto; (e) agrees that it will perform in accordance with the terms all of the
obligations that by the terms of the Credit Agreement are required to be performed by it
as a Lender; and (vi) to the extent legally entitled to do so, attaches the forms
described in Section 11.06(c) of the Credit Agreement. 



132





















        4.    Following
the execution of this Assignment Agreement by the Assignor and the Assignee, an executed
original hereof (together with all attachments) will be delivered to the Administrative
Agent. The effective date of this Assignment Agreement shall be the date of execution
hereof by the Assignor, the Assignee and the consent hereof by the Administrative Agent
and the receipt by the Administrative Agent of the administrative fee referred to in
Section 6.01(c)(i)(D) of the Credit Agreement, unless otherwise specified in Item 5 of
Annex I hereto (the “Settlement Date”). 



        5.    Upon
the delivery of a fully executed original hereof to the Administrative Agent, as of the
Settlement Date, (a) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment Agreement, have the rights and obligations of a Lender
thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent
provided in this Assignment Agreement, relinquish its rights and be released from its
obligations under the Credit Agreement and the other Loan Documents. 



        6.    It
is agreed that upon the effectiveness hereof, the Assignee shall be entitled to (a) all
interest on the Assigned Share of the Loans at the rates specified in Item 6 of Annex I,
(b) all Facility Fees (if applicable) on the Assigned Share of the Commitment at the rate
specified in Item 7 of Annex I, and (c) all LC Fees (if applicable) on the Assignee’s
participation in all Letters of Credit at the rate specified in Item 8 of Annex I hereto,
which, in each case, accrue on and after the Settlement Date, such interest and, if
applicable, Facility Fees and LC Fees, to be paid by the Administrative Agent, upon
receipt thereof from the Borrowers, directly to the Assignee. It is further agreed that
all payments of principal made by the Borrowers on the Assigned Share of the Loans that
occur on and after the Settlement Date will be paid directly by the Administrative Agent
to the Assignee. Upon the Settlement Date, the Assignee shall pay to the Assignor an
amount specified by the Assignor in writing that represents the Assigned Share of the
principal amount of the respective Loans made by the Assignor pursuant to the Credit
Agreement that are outstanding on the Settlement Date, net of any closing costs, and that
are being assigned hereunder. The Assignor and the Assignee shall make all appropriate
adjustments in payments under the Credit Agreement for periods prior to the Settlement
Date directly between themselves on the Settlement Date. 



        7.    THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES. 




133






















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


		 	[NAME OF ASSIGNOR]  
	 
		 	By:	 	_________________________________________________	 
		 	Name:	 	_________________________________________________	 
		 	Title:	 	_________________________________________________	 



		 	[NAME OF ASSIGNEE]  
	 
		 	By:	 	_________________________________________________	 
		 	Name:	 	_________________________________________________	 
		 	Title:	 	_________________________________________________	 





Acknowledged and Agreed: 



KEYBANK NATIONAL ASSOCIATION,

      as
Administrative Agent  



By:
______________________________ 




134






















ANNEX I

TO

ASSIGNMENT AND
ASSUMPTION AGREEMENT 



	1. 	  	The
Borrowers: 







	  	
GIBRALTAR
INDUSTRIES, INC. and GIBRALTAR STEEL CORPORATION OF NEW YORK 






	2.  	  	Name
and Date of Credit Agreement: 







	  	
Amended
and Restated Credit Agreement, dated as of December __, 2005, among Gibraltar Industries,
Inc., Gibraltar Steel Corporation of New York, KeyBank National Association as
Administrative Agent, Swing Line Lender, LC Issuer, Lead Arranger and Sole Book Runner,
JPMorgan Chase Bank, N.A., as LC Issuer and Co-Syndication Agent, Harris N.A., as
Co-Syndication Agent, HSBC Bank USA, National Association and Manufacturers and Traders
Trust Company, as Co-Documentation Agents, and the Lenders named therein. 






	3.  	  	Date
of Assignment Agreement: 







	  	
_________
___, 200__ 






	4.  	  	Amounts
(as of date of item #3 above): 







	

		 	Commitment 	Loans 
	

	Aggregate Amount for all Lenders	 	$_____	 	$_____	 
	

	Assigned Share	 	_____	%	_____	%
	

	Amount of Assigned Share	 	$_____	 	$_____	 
	

	Amount Retained by Assignor	 	$_____	 	$_____	 
	







	5.  	  	Settlement
Date: 






	  	
_______________
_______, _________ 








	6.  	  	Rate
of Interest  




	  	         to  the Assignee:	  	As set forth in Section 2.09 of the Credit Agreement (unless
otherwise agreed                                     to by the Assignor and the Assignee). 






	7.  	  	Facility  




	  	         Fee:  	  	As
set forth in Section 2.11(a) of the Credit Agreement (unless otherwise
                                    agreed to by the Assignor and the Assignee). 






          	8.	         LC Fees:	  	As set forth in Section 2.11(b) of the Credit Agreement (unless
               otherwise agreed to by the Assignor and the Assignee). 


               



135





















	9.  	  	Notices:  






	   	ASSIGNOR: 	 	ASSIGNEE: 	 
	 	___________________________________	 	___________________________________	 
	 	___________________________________	 	___________________________________	 
	 	___________________________________	 	___________________________________	 
	 	Attention:	 	Attention:	 
	 	Telephone No.:	 	Telephone No.:	 
	 	Facsimile No.:	 	Facsimile No.:	 






	10.  	  	Payment
Instructions:  





	   	ASSIGNOR: 	 	ASSIGNEE: 	 
	 	___________________________________	 	___________________________________	 
	 	___________________________________	 	___________________________________	 
	 	___________________________________	 	___________________________________	 
	 	ABA No.	 	ABA No.	 
	 	Account No.:	 	Account No.:	 
	 	Reference:	 	Reference:	 
	 	Attention:	 	Attention:	 
	 	Telephone No.:	 	Telephone No.:	 
	 	Facsimile No.:	 	Facsimile No.:	 




136























SCHEDULE 2  



SUBSIDIARIES  



Air Vent Inc. 



Alabama Metal Industries
Corporation 



Appleton Supply Co., Inc. 




B&W Heat Treating Corp. 




B&W of Michigan, Inc. 




B&W Leasing, LLC 




Brazing Concepts Company 




Carolina Commercial Heat Treating,
Inc. 




Cleveland Pickling, Inc. 




Construction Metals Inc. 




Diamond Perforated Metals,
Inc. 




Gator Grate, Inc. 




Gibraltar International,
Inc. 




Gibraltar Strip Steel, Inc. 




GSCNY Corp. 




Harbor Metal Treating Co. 




Harbor Metal Treating of Indiana,
Inc. 




Hi-Temp Heat Treating, Inc. 




International Grating, Inc. 




K & W Metal
Fabricators, Inc. 




Pennsylvania Industrial
Heat Treaters, Inc. 




SCM Metal Products, Inc. 




Sea Safe, Inc. 




Solar Group, Inc. 




Solar of Michigan, Inc. 




Southeastern Metal
Manufacturing Company, Inc. 




United Steel Products
Company, Inc. 



     Wm. R. Hubbell Steel Corporation





137
























SCHEDULE 5.01  




SUBSIDIARIES  



	1.  	  	The
following Subsidiaries are wholly-owned directly by Gibraltar Steel
                    Corporation of New York which, in turn, is wholly-owned by Gibraltar
Industries,                     Inc.:  







	  	
Air
Vent Inc.
                   B&W of Michigan, Inc.
                   Brazing Concepts
Company
                   Carolina Commercial Heat Treating, Inc.

                  Construction Metals Inc.
                   Gibraltar International,
Inc.
                   Gibraltar of Ohio*
                   GIT Limited*

                  GSCNY Corp.
                   GSC Flight Services Corp.*

                  Harbor Metal Treating Co.
                 Harbor Metal Treating of
Indiana, Inc.
                   Hi-Temp Heat Treating, Inc.
                   K&W Metal
Fabricators, Inc.
                   Pennsylvania Industrial Heat Treaters, Inc.

                  Renown Specialties Company Ltd.*
                   SCM Metal Products,
Inc.
                   Solar of Michigan, Inc.
                   Southeastern Metals
Manufacturing Company, Inc.
                   United Steel Products Company, Inc.

                  Wm. R. Hubbell Steel Corporation 






	2. 	  	         The
following Subsidiaries are directly and wholly-owned by Gibraltar           Industries,
Inc.:  







	  	
Alabama
Metal Industries Corporation 
                  Appleton Supply Co., Inc.

                  Cleveland Pickling, Inc.  
                 Gibraltar Strip Steel, Inc.

                  Solar Group, Inc. 






	3.  	  	The
following Subsidiary is wholly-owned directly by Gibraltar International,           Inc.:  








	  	
Gibraltar
Pacific, Inc.*  






	4.  	  	The
following Subsidiaries are wholly-owned directly by Alabama Metal Industries
                    Corporation which, in turn, is wholly-owned by Gibraltar Industries,
Inc.:  






	  	
AMICO
Canada, Inc.*
                   Diamond Perforated Metals, Inc.  
                 Gator
Grate, Inc.
                   International Grating, Inc. 
                  Sea Safe, Inc. 








138
























         4.       
          The remainder of the Subsidiaries are owned as follows: 




	   	Subsidiary 	 	Direct Ownership 	 	Indirect Ownership 	 
	 
	 	B&W Heat Treating Corp.	 	Gibraltar International, Inc. 100%	 	GSCNY**- 100%	 
	 	B&W Leasing, LLC	 	B&W of Michigan, Inc. 100%	 	GSCNY-100%	 		 
	 	Gibraltar of Illinois*	 	Gibraltar of Ohio* 100%	 	GSCNY- 100%	 
	 	Curie-International (Suzhou) Co., Ltd.*	 	Gibraltar Pacific, Inc. 100% *	 	GSCNY- 100%	 







	  	
  *Not
a Subsidiary Guarantor 

**GSCNY= Gibraltar Steel Corporation of New York 







139
























SCHEDULE 7.03  




EXISTING LIENS  



             (a)    
          mortgages on real property owned by the Borrowers and the Subsidiaries securing
          an amount not to exceed $10,000,000 in the aggregate; 




             (b)    
          Liens in connection with the guaranty by Gibraltar Industries, Inc. f/k/a
          Gibraltar Steel Corporation of certain obligations of Brazing Concepts Company
          not to exceed $1,500,000; 




             (c)    
          Liens in connection with the Credit Agreement; and 




             (d)    
          Liens referenced in the attached UCC search chart. 




140
























SCHEDULE 7.04  




PERMITTED INDEBTEDNESS  



             (a)    
          Indebtedness of Brazing Concepts Company to Bank One Michigan in an amount not
          exceeding $1,900,000; and 




             (b)    
          Leases secured by the UCC Financing Statements referenced on Schedule 7.3. 




             (c)    
          Indebtedness in an aggregate amount not exceeding $5,400,000 pursuant to
          Subordinated Promissory Notes executed in connection with the purchase of
          Construction Metals, Inc. 





141























SCHEDULE 7.05  




INVESTMENTS/GUARANTIES  



             I.    
          Investments 




             (a)    
          Joint venture resulting from the purchase by GSCNY Corp. of a 50% membership
          interest in Gibraltar DFC Strip Steel, LLC from the Duferco Farrell Corp.
          pursuant to that certain Membership Purchase Agreement by and between GSCNY
          Corp., Duferco Farrell Corp. and Duferco Participations Holding Limited dated
          December 1, 2003; and 




             (b)    
          Gibraltar Industries, Inc. owns 35 (35 of 100) issued and outstanding shares of
          common stock of Cleveland Pickling, Inc. 




             II.    
          Guaranties 




             (a)    
          Guaranty by Gibraltar Industries, Inc. f/k/a Gibraltar Steel Corporation of
          certain Indebtedness of Brazing Concepts Company not to exceed $1,500,000. 





142