Exhibit 4.10

                                                                  EXECUTION COPY





--------------------------------------------------------------------------------


                    BUILDING MATERIALS CORPORATION OF AMERICA

                           7.75% Senior Notes due 2014

                                       and

                      Series B 7.75% Senior Notes due 2014

                          -----------------------------

                                    INDENTURE

                            Dated as of July 26, 2004

                          -----------------------------

                            WILMINGTON TRUST COMPANY

                          -----------------------------

                                     Trustee



--------------------------------------------------------------------------------

<PAGE>


                              CROSS-REFERENCE TABLE

Trust Indenture
ACT SECTION                                                    INDENTURE SECTION
-----------                                                    -----------------
310(a)(1)..................................................    7.10
     (a)(2)................................................    7.10
     (a)(3)................................................    N.A.
     (a)(4)................................................    N.A.
     (a)(5)................................................    7.08
     (b)...................................................    7.08; 7.10; 12.02
     (c)...................................................    N.A.
311(a).....................................................    7.11
     (b)...................................................    7.11
     (c)...................................................    N.A.
312(a).....................................................    2.05
     (b)...................................................    12.03
     (c)...................................................    12.03
313(a).....................................................    7.06
     (b)(1)................................................    7.06
     (b)(2)................................................    7.06
     (c)...................................................    7.06; 12.02
     (d)...................................................    7.06
314(a).....................................................    4.05; 4.06; 12.02
     (b)...................................................    11.02
     (c)(l)................................................    12.04
     (c)(2)................................................    12.04
     (c)(3)................................................    N.A.
     (d)...................................................    11.04
     (e)...................................................    12.05
     (f)...................................................    N.A.
315(a).....................................................    7.12(b)
     (b)...................................................    7.05; 12.02
     (c)...................................................    7.12(a)
     (d)...................................................    7.12(c)
     (e)...................................................    6.11
316(a)(last sentence)......................................    2.09
     (a)(1)(A).............................................    6.05
     (a)(1)(B).............................................    6.04
     (a)(2)................................................    N.A.
     (b)...................................................    6.07
     (c)...................................................    9.04
317(a)(1)..................................................    6.08
     (a)(2)................................................    6.09
     (b)...................................................    2.04
318(a).....................................................    12.01

----------
N.A. means "not applicable".

*This Cross-Reference Table shall not, for any purpose, be deemed to be a part
of this Indenture.

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.   DEFINITIONS....................................................1
Section 1.02.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.............20
Section 1.03.   RULES OF CONSTRUCTION.........................................20

                               ARTICLE II
                             THE SECURITIES

Section 2.01.   FORMS GENERALLY...............................................21
Section 2.02.   EXECUTION AND AUTHENTICATION; AGGREGATE PRINCIPAL AMOUNT......23
Section 2.03.   REGISTRAR, TRANSFER AGENT AND PAYING AGENT....................24
Section 2.04.   PAYING AGENT TO HOLD MONEY IN TRUST...........................25
Section 2.05.   SECURITYHOLDER LISTS..........................................25
Section 2.06.   TRANSFER AND EXCHANGE.........................................25
Section 2.07.   REPLACEMENT SECURITIES........................................31
Section 2.08.   OUTSTANDING SECURITIES........................................31
Section 2.09.   TREASURY SECURITIES...........................................32
Section 2.10.   TEMPORARY SECURITIES..........................................32
Section 2.11.   CANCELLATION..................................................32
Section 2.12.   DEFAULTED INTEREST............................................32
Section 2.13.   CUSIP AND ISIN NUMBERS........................................33
Section 2.14.   DEPOSIT OF MONEYS.............................................33

                               ARTICLE III
                               REDEMPTION

Section 3.01.   NOTICES TO TRUSTEE............................................33
Section 3.02.   REDEMPTION PRICE..............................................33
Section 3.03.   NOTICE OF REDEMPTION..........................................34
Section 3.04.   EFFECT OF NOTICE OF REDEMPTION................................35
Section 3.05.   DEPOSIT OF REDEMPTION PRICE...................................35
Section 3.06.   SECURITIES REDEEMED IN PART...................................35
Section 3.07.   PAYMENT OF SECURITIES CALLED FOR REDEMPTION...................35

                               ARTICLE IV
                                COVENANTS

Section 4.01.   PAYMENT OF SECURITIES.........................................36
Section 4.02.   MAINTENANCE OF OFFICE OR AGENCY...............................36
Section 4.03.   CORPORATE EXISTENCE...........................................36
Section 4.04.   PAYMENT OF TAXES AND OTHER CLAIMS.............................37
Section 4.05.   COMPLIANCE CERTIFICATES.......................................37

                                       i
<PAGE>


Section 4.06.   SECURITIES AND EXCHANGE COMMISSION REPORTS....................37
Section 4.07.   WAIVER OF STAY, EXTENSION OR USURY LAWS.......................38
Section 4.08.   MAINTENANCE OF PROPERTIES.....................................38
Section 4.09.   LIMITATION ON DEBT AND PREFERRED STOCK OF THE COMPANY
                AND ITS SUBSIDIARIES..........................................39
Section 4.10.   LIMITATION ON RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS..41
Section 4.11.   LIMITATION ON LIENS...........................................43
Section 4.12.   LIMITATION ON TRANSACTIONS WITH AFFILIATES....................44
Section 4.13.   LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
                AFFECTING SUBSIDIARIES........................................46
Section 4.14.   CHANGE OF CONTROL.............................................47
Section 4.15.   LIMITATION ON ASSET SALES.....................................48
Section 4.16.   RESTRICTION ON TRANSFER OF CERTAIN ASSETS TO SUBSIDIARIES.....51
Section 4.17.   INVESTMENT COMPANY ACT........................................51
Section 4.18.   GUARANTEES BY SUBSIDIARIES....................................51
Section 4.19.   CONSENTS, ETC.................................................51
Section 4.20.   SUSPENSION OF CERTAIN COVENANTS...............................51

                                ARTICLE V
                              SUCCESSOR CORPORATION

Section 5.01.   WHEN THE COMPANY MAY MERGE, ETC...............................52
Section 5.02.   SUCCESSOR CORPORATION SUBSTITUTED.............................52

                               ARTICLE VI
                          DEFAULTS AND REMEDIES

Section 6.01.   EVENTS OF DEFAULT.............................................53
Section 6.02.   ACCELERATION..................................................54
Section 6.03.   OTHER REMEDIES................................................54
Section 6.04.   WAIVER OF PAST DEFAULTS.......................................55
Section 6.05.   CONTROL BY MAJORITY...........................................55
Section 6.06.   LIMITATION ON REMEDIES........................................55
Section 6.07.   RIGHTS OF HOLDERS TO RECEIVE PAYMENt..........................55
Section 6.08.   COLLECTION SUIT BY TRUSTEE....................................56
Section 6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM..............................56
Section 6.10.   PRIORITIES....................................................56
Section 6.11.   UNDERTAKING FOR COSTS.........................................56
Section 6.12.   RESTORATION OF RIGHTS AND REMEDIES............................57
Section 6.13.   NOTIFICATION TO COLLATERAL AGENT..............................57


                               ARTICLE VII
                                 TRUSTEE

Section 7.01.   RIGHTS OF TRUSTEE.............................................57
Section 7.02.   INDIVIDUAL RIGHTS OF TRUSTEE..................................59
Section 7.03.   MONEY HELD IN TRUST...........................................59
Section 7.04.   TRUSTEE'S DISCLAIMER..........................................59

                                       ii
<PAGE>


Section 7.05.   NOTICE OF DEFAULTS............................................59
Section 7.06.   REPORTS BY TRUSTEE TO HOLDERS.................................59
Section 7.07.   COMPENSATION AND INDEMNITY....................................59
Section 7.08.   REPLACEMENT OF TRUSTEE........................................60
Section 7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC..............................61
Section 7.10.   ELIGIBILITY:  DISQUALIFICATION................................61
Section 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.........62
Section 7.12.   DUTIES OF TRUSTEE.............................................62
Section 7.13.   TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.......63

                              ARTICLE VIII
                   DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01.   DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE..............63
Section 8.02.   CONDITIONS TO DEFEASANCE......................................64
Section 8.03.   APPLICATION OF TRUST MONEY....................................65
Section 8.04.   REPAYMENT TO COMPANY..........................................66
Section 8.05.   INDEMNITY FOR GOVERNMENT OBLIGATIONS..........................66
Section 8.06.   REINSTATEMENT.................................................66

                               ARTICLE IX
                   AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01.   WITHOUT CONSENT OF HOLDERS....................................66
Section 9.02.   WITH CONSENT OF HOLDERS.......................................67
Section 9.03.   REVOCATION AND EFFECT OF CONSENTS.............................68
Section 9.04.   RECORD DATE...................................................69
Section 9.05.   NOTATION ON OR EXCHANGE OF SECURITIES.........................69
Section 9.06.   TRUSTEE MAY SIGN AMENDMENTS, ETC..............................69
Section 9.07.   COMPLIANCE WITH TIA...........................................69
Section 9.08.   AMENDMENT TO THE COLLATERAL AGENT AGREEMENT...................69

                                    ARTICLE X
                              SUBSIDIARY GUARANTEES

Section 10.01.  GUARANTEE.....................................................70
Section 10.02.  UNCONDITIONAL OBLIGATIONS.....................................70
Section 10.03.  CONTINUING GUARANTEE..........................................71
Section 10.04.  SUBROGATION; ACCELERATION.....................................71
Section 10.05.  ENFORCEMENT...................................................71
Section 10.06.  COVENANTS.....................................................72
Section 10.07.  LIMITATION LIABILITY..........................................72
Section 10.08.  WHEN THE GUARANTORS MAY MERGE, ETC............................72
Section 10.09.  RELEASE OF GUARANTOR..........................................73
Section 10.10.  MISCELLANEOUS.................................................74
Section 10.11.  EXECUTION AND DELIVERY OF NOTATION OF SUBSIDIARY GUARANTEE....74
Section 10.12.  ADDITIONAL GUARANTORS.........................................74

                                      iii
<PAGE>


                                   ARTICLE XI
                               SECURITY DOCUMENTS

Section 11.01.  SECURITY DOCUMENTS............................................75
Section 11.02.  RECORDING AND OPINIONS........................................75
Section 11.03.  RELEASE OF COLLATERAL.........................................76
Section 11.04.  CERTIFICATES AND OPINIONS OF COUNSEL..........................76
Section 11.05.  AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER
                THE SECURITY DOCUMENTS........................................77
Section 11.06.  AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER
                THE SECURITY DOCUMENTS........................................77
Section 11.07.  TERMINATION OF SECURITY INTEREST..............................77


                               ARTICLE XII
                              MISCELLANEOUS

Section 12.01.  TRUST INDENTURE ACT OF 1939...................................77
Section 12.02.  NOTICES.......................................................78
Section 12.03.  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS...................78
Section 12.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT............78
Section 12.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.................79
Section 12.06.  RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.....................79
Section 12.07.  GOVERNING LAW.................................................79
Section 12.08.  NO INTERPRETATION OF OTHER AGREEMENTS.........................79
Section 12.09.  NO RECOURSE AGAINST OTHERS....................................79
Section 12.10.  LEGAL HOLIDAYS................................................80
Section 12.11.  SUCCESSORS....................................................80
Section 12.12.  DUPLICATE ORIGINALS...........................................80
Section 12.13.  SEPARABILITY..................................................80
Section 12.14.  TABLE OF CONTENTS, HEADINGS, ETC..............................80
Section 12.15.  BENEFITS OF INDENTURE.........................................80

                                       iv
<PAGE>


EXHIBITS
--------

Exhibit A   - Form of Initial Security and Additional Security
Exhibit B   - Form of Exchange Security
Exhibit C   - Form of Private Placement Legends
Exhibit D-1 - Form of Certification to be given by Holder of Beneficial Interest
              in a Temporary Regulation S Global Security
Exhibit D-2 - Form of Certification to be given by Transferee of a Beneficial
              Interest in a Temporary Regulation S Global Security
Exhibit E   - Form of Certificate to be given by Euroclear and Clearstream in
              Connection with the Exchange of a Portion of a Temporary
              Regulation S Global Security
Exhibit F   - Form of Transfer Certificate for Transfer from Restricted Global
              Security to Regulation S Global Security
Exhibit G   - Form of Transfer Certificate for Transfer from Regulation S
              Global Security to Restricted Global Security
Exhibit H   - Form of Notation of Subsidiary Guarantee

                                       v
<PAGE>


                  INDENTURE, dated as of July 26, 2004, among BUILDING MATERIALS
CORPORATION OF AMERICA, a Delaware corporation, BMCA INSULATION PRODUCTS INC.,
BMCA QUAKERTOWN INC., BUILDING MATERIALS INVESTMENT CORPORATION, BUILDING
MATERIALS MANUFACTURING CORPORATION, DUCTWORK MANUFACTURING CORPORATION, GAF
LEATHERBACK CORP., GAF MATERIALS CORPORATION (CANADA), GAF PREMIUM PRODUCTS
INC., GAF REAL PROPERTIES, INC., GAFTECH CORPORATION, LL BUILDING PRODUCTS INC.,
PEQUANNOCK VALLEY CLAIM SERVICE COMPANY, INC., SOUTH PONCA REALTY CORP. and WIND
GAP REAL PROPERTY ACQUISITION CORP. (each a "GUARANTOR" and, collectively, the
"GUARANTORS"), and Wilmington Trust Company, a Delaware banking corporation (the
"TRUSTEE"), having its Corporate Trust Office at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890.

                  The parties agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the Company's 7.75% Senior
Notes due 2014 and the Company's Series B 7.75% Senior Notes due 2014:

                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     DEFINITIONS.

                  "ACH OBLIGATIONS" means any obligations of the Company or any
of its "Subsidiaries" (as defined in the Credit Agreement) owing to Citibank,
N.A., any of the lenders under the Credit Agreement, or any of their respective
affiliates, under any treasury management services agreement, any service terms
or any service agreements, including electronic payments service terms and/or
automated clearing house agreements, and all overdrafts on any account which the
Company or any of its "Subsidiaries" (as defined in the Credit Agreement)
maintains with Citibank, N.A., any of the lenders under the Credit Agreement, or
any of their respective affiliates.

                  "ACCREDITED INVESTOR" has the meaning set forth in Rule
501(a)(l), (2), (3) or (7) under the Securities Act.

                  "ACQUIRED DEBT", with respect to any Person, means (i) Debt
(including any then unutilized commitment under any revolving working capital
facility) of an entity, which entity is acquired by such Person or any of its
Subsidiaries after the Issue Date; PROVIDED that such Debt (including any such
facility) is outstanding at the time of the acquisition of such entity, is not
created in contemplation of such acquisition and is not, directly or indirectly,
recourse (including by way of set-off) to such Person or its Subsidiaries or any
of their respective assets other than to the entity and its Subsidiaries so
acquired and the assets of the entity and its Subsidiaries so acquired; (ii)
Debt of such Person that is not, directly or indirectly, recourse (including by
way of set-off) to such Person and its Subsidiaries or any of their respective
assets other than to specified assets acquired by such Person or its
Subsidiaries after the Issue Date, which Debt is outstanding at the time of the
acquisition of such assets and is not created in contemplation of such
acquisition; or (iii) Refinancings of Debt described in clause (i) or (ii),
PROVIDED that the

                                       1
<PAGE>


recourse with respect to such Refinancing Debt is limited to the same extent as
the Debt so Refinanced.

                  "ADDITIONAL SECURITIES" has the meaning set forth in Section
2.02.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
the avoidance of doubt, ISP and its Affiliates (so long as they are under common
control with the Company) shall be deemed to be Affiliates of the Company.

                  "AGENT" means any Registrar, Paying Agent or co-Registrar of
the Securities.

                  "APPLICABLE PREMIUM" means, with respect to any Security, the
greater of (x) 1.0% of the principal amount of such Security and (y) the excess,
if any, of (a) the present value of the remaining interest payments, principal
and future optional redemption premium (if applicable) of such Security,
discounted on a semi-annual bond equivalent basis from the maturity date or
redemption date of the Security to the applicable date of purchase at a per
annum interest rate equal to the Treasury Yield for such redemption date plus
100 basis points, over (b) the sum of the principal amount of such Security plus
accrued and unpaid interest to the purchase date.

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
transaction involving a Global Security or beneficial interests therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect from time to time.

                  "ASSET SALE" means, with respect to any Person, the sale,
lease, assignment or other disposition (including, without limitation,
dispositions pursuant to any consolidation, merger or sale and leaseback
transaction) by such Person or any of its Subsidiaries in any single transaction
or series of related transactions which consists of the disposition of: (i) any
Capital Stock of any Subsidiary or (ii) all or substantially all of the
properties and assets of any division or line of business of such Person or any
Subsidiary of such Person (other than of a Non-Recourse Subsidiary) to any other
Person which is not the Company or a Subsidiary of the Company. For the purposes
of this definition, the term "Asset Sale" shall not include any sale, lease,
assignment or other disposition of properties or assets that is governed by the
provisions of Article V or Section 10.08.

                  "AVERAGE LIFE" means, with respect to any Debt, the quotient
obtained by dividing (i) the sum of the products of (a) the number of years from
the date of the transaction or event giving rise to the need to calculate the
Average Life of such Debt to the date, or dates, of each successive scheduled
principal payment of such Debt multiplied by (b) the amount of each such
principal payment by (ii) the sum of all such principal payments.

                  "BANKRUPTCY LAW" means Title 11, United States Bankruptcy Code
of 1978, as amended, or any similar Federal, state or foreign law for the relief
of debtors.

                                       2
<PAGE>


                  "BOARD OF DIRECTORS" of any Person means the Board of
Directors or similar governing body of such Person, or any duly authorized
committee of such Board of Directors or similar governing body.

                  "BOARD RESOLUTION" means, with respect to the Board of
Directors of any Person, a copy of a resolution certified by the Secretary or
Assistant Secretary of such Person to have been duly adopted by such Board of
Directors and to be in full force and effect on the date of such certification
and delivered to the Trustee.

                  "BOOK-ENTRY SECURITY" means a Security represented by a Global
Security and registered in the name of the nominee of the Depositary.

                  "BUSINESS DAY" means a day that is not a Legal Holiday.

                  "CAPITALIZED LEASE OBLIGATION" means any rental obligation
that, in accordance with GAAP, is required to be classified and accounted for as
a capitalized lease and the amount of Debt represented by such obligation shall
be the capitalized amount of such obligation determined in accordance with GAAP;
and the stated maturity thereof shall be the date of the last payment of rent or
any other amount due in respect of such obligation.

                  "CAPITAL STOCK" of any Person means any and all shares,
interests (including partnership interests), warrants, rights, options or other
interests, participations or other equivalents of or interests in (however
designated) equity of such Person, including common or preferred stock, whether
now outstanding or issued after the Issue Date, but excluding any debt
securities convertible into or exchangeable for such equity.

                  "CASH EQUIVALENTS" means: (i) marketable direct obligations
Issued by, or unconditionally Guaranteed by, the United States Government or
Issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof, (ii) marketable direct obligations Issued by any state of
the United States of America, or the District of Columbia, or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either S&P or
Moody's, (iii) commercial paper maturing no more than one year from the date of
creation thereof and, at the time of acquisition, having a rating of at least
A-1 from S&P or at least P-1 from Moody's, (iv) certificates of deposit or
bankers' acceptances maturing within one year from the date of acquisition
thereof Issued by any commercial bank organized under the laws of the United
States of America or any state thereof or the District of Columbia or any U.S.
branch of a foreign bank having at the date of acquisition thereof combined
capital surplus of not less than $500,000,000, (v) Eurodollar time deposits
maturing within one year from the date of acquisition thereof and issued or
accepted by any commercial bank having at the date of acquisition thereof
combined capital and surplus of not less than $500,000,000, (vi) repurchase
obligations with a term of not more than thirty days for underlying securities
of the types described in clause (i) above entered into with any bank meeting
the qualifications specified in clause (iv) above and (vii) investments in money
market funds having

                                       3
<PAGE>


assets in excess of $500,000,000 and which invest substantially all their assets
in securities of the types described in clauses (i) through (vi) above.

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

                  (i)      prior to the time that at least 15% of the then
         outstanding Voting Stock of Parent, the Company, or any Subsidiary of
         Parent of which the Company is also a Subsidiary is publicly traded on
         a national securities exchange or quoted in the Nasdaq National Market
         system, the Permitted Holders cease to be the "beneficial owner" (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
         indirectly, of majority voting power of the Voting Stock of the
         Company, whether as a result of issuance of securities of the Company
         or any of its Affiliates, any merger, consolidation, liquidation or
         dissolution of the Company or any of its Affiliates, any direct or
         indirect transfer of securities by any Permitted Holder or by Parent or
         any of its Subsidiaries or otherwise (for purposes of this clause (i)
         and clause (ii) below, the Permitted Holders shall be deemed to
         beneficially own any Voting Stock of a corporation (the "specified
         corporation") held by any other corporation (the "parent corporation")
         so long as the Permitted Holders beneficially own (as so defined),
         directly or indirectly, a majority of the Voting Stock of the parent
         corporation);

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

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

                  "CLEARSTREAM" means Clearstream Banking, societe anonyme, or
any successor securities clearing agency.

                  "CHANGE OF CONTROL PAYMENT DATE" has the meaning set forth in
Section 4.14.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

                                       4
<PAGE>


                  "COLLATERAL" shall have the meaning ascribed to the term
"Secured Debt Collateral" as defined in the Collateral Agent Agreement.

                  "COLLATERAL AGENT" means Citibank, N.A., in its capacity as
the Collateral Agent under the Collateral Agent Agreement, until a successor
replaces such party in accordance with the provisions of the Security Documents,
and thereafter means such successor.

                  "COLLATERAL AGENT AGREEMENT" means the amended and restated
collateral agent agreement, dated as of July 9, 2003, among the Company, the
Guarantors identified therein, Citibank, N.A., as Collateral Agent, The Bank of
New York, as Trustee under each of the indentures governing the Other Senior
Notes, Wilmington Trust Company, as Trustee of the Securities and Citibank,
N.A., as Administrative Agent under the Credit Agreement, as amended as of the
Issue Date and as the same may be amended, supplemented or otherwise modified
from time to time.

                  "COMMISSION" means the U.S. Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act, or
if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the TIA, then the
body performing such duties at such time.

                  "COMMON STOCK" of any Person means any and all shares,
interests, participations, or other equivalents (however designated) of such
Person's common stock whether now outstanding or issued after the Issue Date.

                  "COMPANY" means Building Materials Corporation of America, a
Delaware corporation, and its successors.

                  "CONSOLIDATED EBITDA COVERAGE RATIO" with respect to any
Person for any period means the ratio of:

                  (i)      the aggregate amount of EBITDA of such Person for
such period to

                  (ii)     Consolidated Interest Expense of such Person for such
period; PROVIDED that:

                                    (a)      if such Person or any Subsidiary of
                           such Person has Issued any Debt or Capital Stock
                           since the beginning of such period that remains
                           outstanding on the date such calculation is made or
                           if the transaction giving rise to the need to
                           calculate the Consolidated EBITDA Coverage Ratio is
                           an Issuance of Debt or Capital Stock, or both, EBITDA
                           and Consolidated Interest Expense for such period
                           shall be calculated after giving effect, on a pro
                           forma basis, to the issuance of such Debt or Capital
                           Stock as if such Debt or Capital Stock had been
                           Issued on the first day of such period and the
                           discharge of any other Debt or Capital Stock
                           Refinanced or otherwise discharged with the proceeds
                           of such new Debt or Capital Stock as if such
                           discharge had occurred on the first day of such
                           period;

                                       5
<PAGE>


                                    (b)      if since the beginning of such
                           period such Person or any Subsidiary of such Person
                           shall have made any asset sales out of the ordinary
                           course of business, EBITDA for such period shall be
                           reduced by an amount equal to the EBITDA (if
                           positive) directly attributable to the assets which
                           are the subject of such asset sale for such period,
                           or increased by an amount equal to the EBITDA (if
                           negative), directly attributable thereto for such
                           period and Consolidated Interest Expense for such
                           period shall be reduced by an amount equal to the
                           Consolidated Interest Expense directly attributable
                           to any Debt or Capital Stock of such Person or any
                           Subsidiary of such Person Refinanced or otherwise
                           discharged with respect to such Person and its
                           continuing Subsidiaries (including as a result of the
                           assumption of such Debt or Capital Stock by the
                           purchaser of such assets, provided that such Person
                           or any of its Subsidiaries is no longer liable
                           therefor) in connection with such asset sales for
                           such period (or if the Capital Stock of any
                           Subsidiary of such Person is sold, the Consolidated
                           Interest Expense for such period directly
                           attributable to the Debt of such Subsidiary to the
                           extent such Person and its continuing Subsidiaries
                           are no longer liable for such Debt after such sale);
                           and

                                    (c)      if since the beginning of the
                           period such Person or any Subsidiary of such Person
                           (by merger or otherwise) shall have made an
                           Investment in any Subsidiary of such Person (or any
                           Person which becomes a Subsidiary of such Person) or
                           an acquisition of assets, including any acquisition
                           of assets occurring in connection with a transaction
                           causing a calculation to be made hereunder, which
                           constitutes all of an operating unit of a business,
                           EBITDA and Consolidated Interest Expense for such
                           period shall be calculated after giving pro forma
                           effect thereto, as if such Investment or acquisition
                           occurred on the first day of such period.

                  For purposes of this definition, pro forma calculations shall
be determined in good faith by a responsible financial or accounting officer of
the Person with respect to which the calculation is being made. If any Debt or
Capital Stock bears a floating rate of interest and is being given pro forma
effect, the interest on such Debt and the dividends on such Capital Stock shall
be calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period.

                  "CONSOLIDATED INTEREST EXPENSE" means, with respect to any
Person, for any period, the sum of: (i) the interest expense of such Person and
its consolidated Subsidiaries (other than interest expense related to
Non-Recourse Debt) for such period as determined in accordance with GAAP
consistently applied, plus (ii) the amount of all dividends paid or accrued on
any series of Preferred Stock (other than non-Redeemable Stock) of such Person
and its Subsidiaries (other than Non-Recourse Subsidiaries).

                  "CONSOLIDATED NET INCOME (LOSS)" means, with respect to any
Person, for any period, the consolidated net income (or loss) of such Person and
its consolidated Subsidiaries for such period as determined in accordance with
GAAP, adjusted to the extent included in

                                       6
<PAGE>


calculating such net income (or loss), by excluding: (i) all extraordinary gains
or losses in such period; (ii) net income (or loss) of any other Person
attributable to any period prior to the date of combination of such other Person
with such Person or any of its Subsidiaries on a "pooling of interests" basis;
(iii) net gains or losses in respect of dispositions of assets by such Person or
any of its Subsidiaries (including pursuant to a sale-and-leaseback arrangement)
other than in the ordinary course of business; (iv) the net income (loss) of any
Subsidiary of such Person to the extent that the declaration of dividends or
distributions by that Subsidiary of that income is not at the time permitted,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulations applicable to that Subsidiary or its shareholders; (v) the net
income (or net loss) of any other Person that is not a Subsidiary of the first
Person with respect to which Consolidated Net Income is being calculated (the
"first Person") and in which any other Person (other than such first Person
and/or any of its Subsidiaries) has an equity interest or of a Non-Recourse
Subsidiary of such first Person, except to the extent of the amount of dividends
or other distributions actually paid or made to such first Person or any of its
Subsidiaries by such other Person during such period (subject, in the case of a
dividend or distribution received by a Subsidiary of such first Person, to the
limitations contained in clause (iv) above); (vi) any interest income resulting
from loans or investments in Affiliates, other than cash interest income
actually received; and (vii) the cumulative effect of a change in accounting
principles. In determining Consolidated Net Income (Loss), gains or losses
resulting from the early retirement, extinguishment or refinancing of
indebtedness for money borrowed, including any fees and expenses associated
therewith, shall be deducted or added back, respectively.

                  "CONSOLIDATED NET WORTH" of any Person means, at any date, all
amounts that would, in conformity with GAAP, be included under "shareholders'
equity" on a consolidated balance sheet of such Person as at such date less (to
the extent otherwise included therein) any amounts attributable to Redeemable
Stock.

                  "CONSOLIDATED TANGIBLE ASSETS" means, as of any date of
determination, the aggregate amount of assets (less applicable reserves and
other properly deductible items) after deducting therefrom the value of all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense (to the extent included in said aggregate amount of assets) and other
like intangibles, all as set forth in the consolidated balance sheet of the
Company and its consolidated Recourse Subsidiaries as of the end of the most
recently ended fiscal quarter of the Company for which financial statements have
been provided to the Holders in accordance with the Section 4.06 and computed in
accordance with GAAP.

                  "CORPORATE TRUST OFFICE" means the corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be principally administered, which on the date hereof is located at Rodney
Square North, 1100 North Market Street, Wilmington, DE 19890, Attention:
Corporate Capital Markets, or such address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the principal
corporate office of any successor Trustee (or such address as the successor
Trustee may designate from time to time by notice to the Holders and the
Company).

                  "CREDIT AGREEMENT" means the secured credit agreement, dated
as of July 9, 2003, among the Company, the Lenders party thereto, Citicorp USA,
Inc., as Swing Line Lender,

                                       7
<PAGE>


Collateral Monitoring Agent and Administrative Agent, and Citigroup Global
Markets Inc., as Lead Arranger and Book Manager, as amended as of the Issue Date
and as the same may be amended, supplemented, Refinanced or otherwise modified
from time to time.

                  "CREDIT FACILITIES" means, with respect to the Company or any
of its Recourse Subsidiaries, one or more debt or commercial paper facilities
with banks or other institutional lenders, including the Credit Agreement,
providing for revolving credit loans, term loans, receivables or inventory
financing (including through the sale of receivables or inventory to such
lenders or to special purpose, bankruptcy remote entities formed to borrow from
such lenders against such receivables or inventory) or trade letters of credit,
or any debt securities or other form of debt financing, in each case together
with any Refinancings thereof.

                  "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

                  "DEBT" of any Person means, without duplication: (i) the
principal in respect of (A) indebtedness of such Person for money borrowed and
(B) indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is responsible or liable (other
than those payable to government agencies to defer the payment of workers'
compensation liabilities, taxes, assessments or other obligations, and provided
in the ordinary course of business of such Person); (ii) all Capitalized Lease
Obligations of such Person; (iii) all obligations of such Person issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of such Person and all obligations of such Person under any title
retention agreement (but excluding trade accounts payable and other accrued
current liabilities arising in the ordinary course of business); (iv) all
obligations of such Person for the reimbursement of any obligor on any letter of
credit, bankers' acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the third Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit); (v) the amount of
all obligations of such Person with respect to the redemption, repayment or
other repurchase of any Preferred Stock (but excluding any accrued dividends);
(vi) all obligations of the type referred to in clauses (i) through (v) of other
Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including Guarantees of such obligations and dividends;
and (vii) all obligations of the type referred to in clauses (i) through (vi) of
other Persons secured by any Lien on any property or asset of such Person
(whether or not such obligation is assumed by such Person), the amount of such
obligation being deemed to be the lesser of the value of such property or assets
or the amount of the obligation so secured. For purposes of Section 4.15, Debt
of the Company or any of its Subsidiaries shall include the provision for
existing or future asbestos-related bodily injury claims, as set forth in the
then most recent consolidated financial statement of the Company.

                  "DEFAULT" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                                       8
<PAGE>


                  "DEFAULT AMOUNT" has the meaning set forth in Section 6.02.

                  "DEFAULTING SUBSIDIARY" means any Subsidiary of the Company
(other than a Non-Recourse Subsidiary) with respect to which an event described
under clause (6), (7) or (8) of Section 6.01 has occurred and is continuing.

                  "DEPOSITARY" means, with respect to the Securities issued in
the form of one or more Book-Entry Securities, The Depository Trust Company or
another person designated as Depositary by the Company, which must be a clearing
agency registered under the Exchange Act.

                  "EBITDA" with respect to any Person for any period means the
Consolidated Net Income of such Person for such period, adjusted to the extent
deducted in calculating such Consolidated Net Income by adding back (without
duplication): (i) income tax expense of such Person and its Subsidiaries accrued
in accordance with GAAP for such period (other than income taxes attributable to
extraordinary items or other items excluded from the definition of Consolidated
Net Income); (ii) Consolidated Interest Expense of such Person for such period;
(iii) depreciation expense of such Person for such period; (iv) amortization
expense of such Person for such period; and (v) minority interest in any
non-Wholly-Owned Recourse Subsidiary that is otherwise consolidated in the
financial statements of such Person, but only so long as such Subsidiary is
consolidated with such Person for such period for U.S. federal income tax
purposes.

                  "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

                  "EVENTS OF DEFAULT" has the meaning set forth in Section 6.01.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXCHANGE GLOBAL SECURITY" has the meaning set forth in
Section 2.01(b).

                  "EXCHANGE OFFER" means the registration by the Company under
the Securities Act pursuant to a registration statement of the offer by the
Company to each Holder of the Initial Securities (or Additional Securities, as
the case may be) to exchange all the Initial Securities (or Additional
Securities, as the case may be) held by such Holder for the Exchange Securities
in an aggregate principal amount equal to the aggregate principal amount of the
Initial Securities (or Additional Securities, as the case may be) held by such
Holder, all in accordance with the terms and conditions of the applicable
Registration Rights Agreement.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" means the Exchange
Offer Registration Statement as defined in the Registration Rights Agreement.

                  "EXCHANGE SECURITIES" has the meaning set forth in Section
2.02.

                  "GAF" means GAF Corporation, a Delaware corporation, and its
successors.

                  "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" means
U.S. generally
                                       9
<PAGE>


acceptable accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board, as of the date of this Indenture.

                  "GFC" means GAF Fiberglass Corporation, a Delaware
corporation, and its successors.

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

                  "GLOBAL SECURITY" has the meaning set forth in Section
2.01(c).

                  "GRANULES CONTRACT" means the Amended and Restated Supply
Agreement, dated as of May 8, 2003, between ISP Minerals Inc. and the Company.

                  "GUARANTEE" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation, contingent or otherwise, of any other Person and, without limiting
the generality of the foregoing, any obligation, direct or indirect, contingent
or otherwise, of such Person (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or other obligation of such other
Person (whether arising by virtue of participation arrangements, by agreement to
keep well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise); or (ii) entered into
for the purpose of assuring the obligee of such Debt or other obligation in any
other manner of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); PROVIDED that the term "Guarantee" shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

                  "GUARANTEED OBLIGATIONS" has the meaning set forth in Section
10.01.

                  "GUARANTORS" has the meaning set forth in the preambles to
this Indenture.

                  "HEDGE OBLIGATIONS" means any obligations of the Company or
any of its "Subsidiaries" (as defined in the Credit Agreement) under hedge
agreements entered into with a counterparty that are lenders or affiliates of
the lenders under the Credit Agreement.

                  "HOLDER" or "SECURITYHOLDER" means the Person in whose name a
Security is registered on the Registrar's books.

                  "INCUR" means incur, create, assume, Guarantee or otherwise
become liable; and the terms "incurred" and "incurrence" having meanings
correlative to the foregoing.

                  "INDENTURE" means this Indenture, as amended or supplemented
from time to time.

                  "INITIAL PURCHASERS" means Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc.

                  "INITIAL SECURITIES" has the meaning set forth in Section
2.02.

                                       10
<PAGE>


                  "INTEREST PAYMENT DATE" means the Stated Maturity of an
installment of interest on the Securities.

                  "INVESTMENT" means any direct or indirect advance, loan (other
than advances or loans to customers in the ordinary course of business, which
are recorded, in accordance with GAAP, at the time made as accounts receivable
on the balance sheet of the Person making such advance or loan) or other
extension of credit or capital contribution to (by means of any transfer of cash
or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
bonds, notes, debentures or other securities Issued by, any other Person.

                  "INVESTMENT GRADE RATING" means (i) BBB- (with a stable or
positive outlook) or above, in the case of S&P (or its equivalent under any
successor Rating Categories of S&P) and Baa3 (with a stable or positive outlook)
or above, in the case of Moody's (or its equivalent under any successor Rating
Categories of Moody's), or (ii) the equivalent in respect of the Rating
Categories of any Rating Agencies substituted for S&P or Moody's.

                  "ISP" means International Specialty Products Inc., a Delaware
corporation, and its successors.

                  "ISSUE" means issue, assume, Guarantee, incur or otherwise
become liable for; PROVIDED that any Debt or Capital Stock of a Person existing
at the time such Person becomes a Subsidiary of another Person (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Issued by
such Subsidiary at the time it becomes a Subsidiary of such other Person.

                  "ISSUE DATE" means July 26, 2004.

                  "LEGAL HOLIDAY" has the meaning set forth in Section 12.10.

                  "LIEN" means any lien, mortgage, charge, pledge, security
interest, or other encumbrance of any kind (including any conditional sale or
other title retention agreement and any lease in the nature thereof).

                  "MANAGEMENT AGREEMENT" means the amended and restated
management agreement, effective as of January 1, 2004, by and among G-I
Holdings, Merick Inc., ISP, International Specialty Holdings Inc., ISP Investco
LLC, ISP Synthetic Elastomers LP, GAF Broadcasting Company, Inc., the Company
and ISP Management Company, Inc., an assignee of ISP Chemco Inc.

                  "MARGIN STOCK" shall have the meaning provided in Regulation
U.

                  "MATERIAL ASSETS" means assets, singly or in the aggregate,
the book or fair market value of which equals 5% or more of the Consolidated
Tangible Assets of the Company.

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

                  "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds in the

                                       11
<PAGE>


form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents
received by the Company or any of its Subsidiaries from such Asset Sale net of:
(a) reasonable out-of-pocket expenses and fees relating to such Asset Sale
(including, without limitation, legal, accounting and investment banking fees
and sales commissions); (b) taxes paid or payable ((1) including, without
limitation, income taxes reasonably estimated to be actually payable as a result
of any disposition of property within two years of the date of disposition,
including under any tax sharing arrangements, and (2) after taking into account
any reduction in tax liability due to available tax credits or deductions
applicable to the transaction); (c) a reasonable reserve for the after-tax cost
of any indemnification obligations (fixed and/or contingent) attributable to
seller's indemnities to the purchaser undertaken by the Company or any of its
Subsidiaries in connection with such Asset Sale; and (d) repayment of Debt that
is required to be repaid in connection with such Asset Sale, under the
agreements governing such Debt or Asset Sale.

                  "NET PROCEEDS OFFER" shall have the meaning provided in
Section 4.15.

                  "NON-RECOURSE DEBT" of any Person means Debt or the portion of
Debt: (i) as to which neither Parent nor any of its Subsidiaries (other than a
Non-Recourse Subsidiary) (a) provides credit support (including any undertaking,
agreement or instrument which would constitute Debt), (b) is directly or
indirectly liable or (c) constitutes the lender; and (ii) no default with
respect to which (including any rights which the holders thereof may have to
take enforcement action against the assets of a Non-Recourse Subsidiary) would
permit (upon notice, lapse of time or both) any holder of any other Debt of such
Person or its Subsidiaries (other than Non-Recourse Subsidiaries) to declare a
default on such other Debt or cause the payment thereof to be accelerated or
payable prior to its Stated Maturity.

                  "NON-RECOURSE SUBSIDIARY" of any Person means a Subsidiary:
(i) which has been designated as such by such Person, (ii) which has not
acquired any assets directly or indirectly from Parent or any of its
Subsidiaries other than at fair market value, including by the receipt of
Capital Stock of such Non-Recourse Subsidiary; PROVIDED that, if any such
acquisition or series of related acquisitions involves assets having a value in
excess of $2,000,000, such acquisition or series of related acquisitions shall
be approved by a majority of the members of the Board of Directors of the
Company in a Board Resolution which shall set forth that such acquisitions are
being, or have been, made at fair market value, and (iii) which has no Debt
other than Non-Recourse Debt.

                  "OBLIGATIONS" means (a) the full and punctual payment of the
principal and interest on the Securities when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Company under this Indenture and the Securities and (b) the full and
punctual performance of all other obligations of the Company and the Guarantors
under this Indenture and the Securities.

                  "OFFERING" means the Company's offering of the Initial
Securities.

                  "OFFERING MEMORANDUM" means the Offering Memorandum dated June
29, 2000, pursuant to which the Initial Securities were offered.

                                       12
<PAGE>


                  "OFFICER" of any corporation means the Chairman of the Board,
the President, any Vice President, the Chief Financial Officer, the Treasurer,
the Secretary, the Controller or the Assistant Secretary of such corporation.

                  "OFFICERS' CERTIFICATE" of any corporation means a certificate
signed by two Officers or by an Officer and an Assistant Treasurer or Assistant
Secretary of such corporation and delivered to the Trustee and which complies
with Section 12.05.

                  "OPINION OF COUNSEL" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee and which complies with
Section 12.05. Such legal counsel may be an employee of or counsel to the
Company or its Affiliates.

                  "OTHER INDEBTEDNESS" means the ACH Obligations and the Hedge
Obligations.

                  "OTHER SENIOR NOTES" means the 2005 Notes, 2006 Notes, 2007
Notes and 2008 Notes.

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

                  "PARTICIPANT" means with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

                  "PAYING AGENT" has the meaning set forth in Section 2.03,
except that, for the purposes of Article VIII and Sections 4.14 and 4.15, the
Paying Agent shall not be the Company or a Subsidiary of the Company or an
Affiliate of any thereof.

                  "PERMITTED HOLDERS" means (i) Samuel J. Heyman, his heirs,
administrators, executors and entities of which a majority of the Voting Stock
is owned by Samuel J. Heyman, his heirs, administrators or executors and (ii)
any Person controlled, directly or indirectly, by Samuel J. Heyman or his heirs,
administrators or executors.

                  "PERMITTED LIEN" means:

                  (i)      Liens for taxes, assessments and governmental charges
         to the extent not required to be paid under this Indenture;

                  (ii)     statutory Liens of landlords and carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen or other
         like Liens arising in the ordinary course of business and with respect
         to amounts not yet delinquent or being contested in good faith by an
         appropriate process of law, and for which a reserve or other
         appropriate provision, if any, as shall be required by GAAP shall have
         been made;

                  (iii)    pledges or deposits in the ordinary course of
         business to secure lease obligations or non-delinquent obligations
         under workers' compensation, unemployment insurance or similar
         legislation;

                                       13
<PAGE>


                  (iv)     Liens to secure the performance of public statutory
         obligations that are not delinquent, appeal bonds, performance bonds or
         other obligations of a like nature (other than for borrowed money);

                  (v)      easements, rights-of-way, restrictions, minor defects
         or irregularities in title and other similar charges or encumbrances
         not interfering in any material respect with the business of the
         Company and its Subsidiaries, taken as a whole;

                  (vi)     Liens in favor of customs and revenue authorities
         arising as a matter of law to secure payment of nondelinquent customs
         duties in connection with the importation of goods;

                  (vii)    judgment and attachment Liens not giving rise to a
         Default or Event of Default;

                  (viii)   leases or subleases granted to others not interfering
         in any material respect with the business of the Company and its
         Subsidiaries, taken as a whole;

                  (ix)     Liens encumbering deposits made in the ordinary
         course of business to secure non-delinquent obligations arising from
         statutory, regulatory, contractual or warranty requirements of the
         Company or any of its Subsidiaries for which a reserve or other
         appropriate provision, if any, as shall be required by GAAP shall have
         been made;

                  (x)      any interest or title of a lessor in the property
         subject to any lease, whether characterized as capitalized or operating
         other than any such interest or title resulting from or arising out of
         default by the Company or any of its Subsidiaries of its obligations
         under any such lease which is material;

                  (xi)     Liens arising from filing UCC financing statements
         for precautionary purposes in connection with true leases or
         conditional sales of personal property that are otherwise permitted
         under this Indenture and under which the Company or any of its
         Subsidiaries is lessee;

                  (xii)    broker's Liens securing the payment of commissions
         and management fees in the ordinary course of business;

                  (xiii)   Liens on cash and Cash Equivalents posted as margin
         pursuant to the requirements of any bona fide hedge agreement relating
         to interest rates, foreign exchange or commodities listed on public
         exchanges, but only to the extent such Liens are required from
         customers generally (regardless of creditworthiness) in accordance with
         customary market practice;

                  (xiv)    Liens on cash collateralizing reimbursement
         obligations in respect of letters of credit issued for the account of
         the Company or any of its Subsidiaries in the ordinary course of
         business (other than letters of credit issued as credit support for any
         Debt);

                  (xv)     Liens arising in respect of accounts receivable
         arising as a result of non-recourse sales thereof; and

                                       14
<PAGE>


                  (xvi)    Liens on stock or assets of any Non-Recourse
         Subsidiary securing Debt owing by such Non-Recourse Subsidiary.

                  "PERSON" means any individual, corporation, partnership, joint
venture, limited liability company, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

                  "PREFERRED STOCK," as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation. Preferred Stock of any Person shall include Redeemable Stock of
such Person.

                  "PRINCIPAL" of a debt security, including the Securities,
means the principal of such security plus, when appropriate, the premium, if
any, on such security.

                  "PRIVATE PLACEMENT LEGENDS" means the legends initially set
forth on the Initial Securities or Additional Securities in the form set forth
on Exhibit C under the heading "Form of Legend for 144A Securities", "Form of
Legend for Temporary Regulation S Securities" or "Form of Legend for Regulation
S Securities."

                  "PROCEEDS PURCHASE DATE" shall have the meaning provided in
Section 4.15.

                  "PUBLIC EQUITY OFFERING" means an underwritten public offering
of common Capital Stock (other than Redeemable Stock) of the Company pursuant to
an effective registration statement under the Securities Act.

                  "QUALIFIED INSTITUTIONAL BUYER" or "QIB" shall have the
meaning specified in Rule 144A under the Securities Act.

                  "RATING AGENCIES" means (i) S&P and Moody's or (ii) if S&P or
Moody's or both of them are not making ratings of the notes publicly available,
a nationally recognized U.S. rating agency or agencies, as the case may be,
selected by the Company, which will be substituted for S&P or Moody's or both,
as the case may be.

                  "RATING CATEGORY" means (i) with respect to S&P, any of the
following categories (any of which may include a "+" or "-"): AAA, AA, A, BBB,
BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect
to Moody's, any of the following categories (any of which may include a 1, 2 or
3): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor
categories); and (iii) the equivalent of any such categories of S&P or Moody's
used by another Rating Agency, if applicable.

                  "RECOURSE SUBSIDIARIES" of any Person means all Subsidiaries
of such Person other than Non-Recourse Subsidiaries of such Person.

                                       15
<PAGE>


                  "REDEEMABLE STOCK" means, with respect to any Person, Capital
Stock of such Person that by its terms or otherwise (x) is required, directly or
indirectly, to be redeemed on or prior to the ninetieth day after the Stated
Maturity of the Securities, (y) is redeemable or puttable, directly or
indirectly, at the option of the holder thereof at any time on or prior to the
ninetieth day after the Stated Maturity of the Securities, or (z) is
exchangeable or convertible into another security (other than a security that is
not itself Redeemable Stock).

                  "REFINANCE" means, in respect of any Debt, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
Debt in exchange or replacement for, such Debt. "Refinanced" and "Refinancing"
shall have correlative meanings.

                  "REGISTRAR" has the meaning set forth in Section 2.03.

                  "REGISTRATION RIGHTS AGREEMENT" means the registration rights
agreement dated as of July 26, 2004, among the Company, the Guarantors and the
Initial Purchasers or, in the case of Additional Securities, a similar
registration right agreement.

                  "REGULATION S" means Regulation S promulgated under the
Securities Act.

                  "REGULATION S GLOBAL SECURITY" means a global security
substantially in the form of Exhibit A hereto bearing the legend prescribed in
Exhibit C and deposited with or on behalf of the Depositary and registered in
the name of the Depositary or its nominee and issued in a denomination equal to
the outstanding principal amount of the Securities initially resold by the
Initial Purchasers in reliance on Rule 903 of Regulation S.

                  "RESTRICTED GLOBAL SECURITY" has the meaning set forth in
Section 2.01(b).

                  "RESTRICTED INVESTMENT" means, with respect to the Company or
any of its Subsidiaries, an Investment by such Person in an Affiliate of the
Company; PROVIDED that the following shall not be Restricted Investments: (i)
Investments in the Company or any of its Recourse Subsidiaries; (ii) Investments
in Unrestricted Affiliates; and (iii) Investments in Affiliates that become, as
a result of such Investment, Recourse Subsidiaries.

                  "RESTRICTED PAYMENT" means (i) the declaration or making of
any dividend or of any other payment or distribution (other than dividends,
payments or distributions payable solely in shares of the Company's Capital
Stock other than Redeemable Stock) on or with respect to the Company's Capital
Stock (other than Redeemable Stock); and (ii) any payment on account of the
purchase, redemption, retirement or other acquisition for value of the Company's
Capital Stock (other than Redeemable Stock).

                  "RESTRICTED PERIOD" means the 40-day restricted period
referred to in Regulation S.

                  "RESTRICTED SECURITY" has the meaning set forth in Rule
144(a)(3) under the Securities Act.

                  "REVOLVING CREDIT SUBSIDIARY GUARANTEE" has the meaning set
forth in Section 10.01.

                                       16
<PAGE>


                  "S&P" means Standard & Poor's Rating Services or its
successors.

                  "SECURITIES" means the Initial Securities, the Additional
Securities and the Exchange Securities treated as a single class of securities.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, and the rules and regulations of the Commission thereunder.

                  "SECURITY AGREEMENT" means the amended and restated security
agreement, dated as of July 9, 2003, executed by and among the Company, certain
of its Subsidiaries identified therein and Citibank, N.A., as Collateral Agent,
as amended as of the Issue Date and as the same may be amended, supplemented or
otherwise modified from time to time.

                  "SECURITY DOCUMENTS" mean, collectively:

                           (1)      the Collateral Agent Agreement and the
         Security Agreement; and

                           (2)      all security agreements, mortgages, deeds of
         trusts, pledges, collateral assignments and other agreements or
         instruments evidencing or creating interests or Liens in favor or for
         the benefit of any Trustee and any holders of the Senior Notes in any
         or all of the Collateral,

in each case, as amended from time to time in accordance with its terms and the
terms of this Indenture.

                  "SECURITY REGISTER" has the meaning set forth in Section 2.03.

                  "SENIOR NOTES" means the Securities and the Other Senior
Notes.

                  "SHELF REGISTRATION STATEMENT" means the Shelf Registration
Statement a defined in the Registration Rights Agreement.

                  "SIGNIFICANT SUBSIDIARY" means (i) any Subsidiary (other than
a Non-Recourse Subsidiary) of the Company which at the time of determination
either: (a) had assets which, as of the date of the Company's most recent
quarterly consolidated balance sheet, constituted at least 5% of the Company's
total assets on a consolidated basis as of such date, in each case determined in
accordance with GAAP; or (b) had revenues for the 12-month period ending on the
date of the Company's most recent quarterly consolidated statement of income
which constituted at least 5% of the Company's total revenues on a consolidated
basis for such period; or (ii) any Subsidiary of the Company (other than a
Non-Recourse Subsidiary) which, if merged with all Defaulting Subsidiaries of
the Company, would at the time of determination either: (a) have had assets
which, as of the date of the Company's most recent quarterly consolidated
balance sheet, would have constituted at least 10% of the Company's total assets
on a consolidated basis as of such date; or (b) have had revenues for the
12-month period ending on the date of the Company's most recent quarterly
consolidated statement of income which would have constituted at least 10% of
the Company's total revenues on a consolidated basis for such period (each such
determination being made in accordance with GAAP).

                                       17
<PAGE>


                  "SPECIAL INTEREST" has the meaning set forth in paragraph 22
of the Securities.

                  "STATED MATURITY," when used with respect to any Security or
any installment of interest thereon, means the dates specified in such Security
as the fixed date on which the principal of such Security or such installment of
interest is due and payable, and when used with respect to any other Debt, means
the date specified in the instrument governing such Debt as the fixed date on
which the principal of such Debt or any installment of interest is due and
payable.

                  "SUBORDINATED OBLIGATION" means any Debt of the Company or a
Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is
subordinate or junior in right of payment to the Securities or the Subsidiary
Guarantees pursuant to a written agreement to that effect.

                  "SUBSIDIARY" means, with respect to any Person, (i) a
corporation a majority of whose Capital Stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such Person, by one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation) in which such Person, one or more Subsidiaries thereof or such
Person and one or more Subsidiaries thereof, directly or indirectly, at the date
of determination thereof has at least majority ownership interest and the power
to direct the policies, management and affairs thereof. For purposes of this
definition, any director's qualifying shares or investments by foreign nationals
mandated by applicable law shall be disregarded in determining the ownership of
a Subsidiary.

                  "SUBSIDIARY GUARANTEE" has the meaning set forth in Section
10.01.

                  "TAX SHARING AGREEMENT" means the tax sharing agreement, dated
as of January 31, 1994, among the Company, G-I Holdings and GAF, as amended as
of March 19, 2001.

                  "TEMPORARY REGULATION S GLOBAL SECURITY" has the meaning set
forth in Section 2.01(b).

                  "TIA" means, except as otherwise provided in Section 9.07, the
Trust Indenture Act of 1939, as amended, as in effect on the date hereof.

                  "TRANSFER AGENT" has the meaning set forth in Section 2.03.

                  "TREASURY YIELD" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two Business Days prior
to the applicable redemption date (or, if such Statistical Release is no longer
published, any publicly available source of similar data)) most nearly equal to
the then remaining Average Life of the Securities; PROVIDED that, if the Average
Life of the Securities is not equal to the constant maturity of a United States
Treasury security for which a weekly average yield is given, the Treasury Yield
shall be obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury securities
for which such yields are given, except that if the Average Life of the
Securities is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant

                                       18
<PAGE>


maturity of one year shall be used.

                  "TRUSTEE" means the party named as such in this Indenture
until a successor replaces such party in accordance with the provisions of this
Indenture, and thereafter means such successor.

                  "TRUST OFFICER" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such Person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "2005 NOTES" means the Company's Series B 7 3/4% Senior Notes
due 2005.

                  "2006 NOTES" means the Company's Series B 8 5/8% Senior Notes
due 2006.

                  "2007 NOTES" means the Company's 8% Senior Notes due 2007 and
the Series B 8% Senior Notes due 2007.

                  "2008 NOTES" means the Company's 8% Senior Notes due 2008 and
the Series B 8% Senior Notes due 2008.

                  "UNRESTRICTED AFFILIATE" means a Person (other than a
Subsidiary of the Company except a Non-Recourse Subsidiary) controlled by, or
under common control with, the Company in which no Affiliate of the Company
(other than (i) the Company or a Wholly-Owned Recourse Subsidiary, (ii) any
director or officer of the Company or any of its Subsidiaries, whose primary
employment is by the Company or any of its Subsidiaries other than a
Non-Recourse Subsidiary, except for Permitted Holders or members of their
immediate family and (iii) another Unrestricted Affiliate) has an Investment.

                  "U.S. GOVERNMENT OBLIGATIONS" means money or direct
non-callable obligations of the United States of America for the payment of
which the full faith and credit of the United States is pledged.

                  "U.S. PERSON" means a U.S. Person as defined in Rule 902 under
the Securities Act.

                  "VOTING STOCK" means, with respect to any Person, Capital
Stock of any class or kind normally entitled to vote in the election of the
board of directors or other governing body of such Person.

                  "WHOLLY-OWNED RECOURSE SUBSIDIARY" means a Subsidiary of a
Person (other than a Non-Recourse Subsidiary) all the Capital Stock of which
(other than directors' qualifying shares) is owned by such Person or another
Wholly-Owned Recourse Subsidiary of such Person.

                  "WHOLLY-OWNED SUBSIDIARY" means a Subsidiary of a Person all
the Capital Stock

                                       19
<PAGE>


of which (other than directors' qualifying shares) is owned by such Person or
another Wholly-Owned Subsidiary of such Person.

                  Section 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE
ACT. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "INDENTURE SECURITIES" means the Securities;

                  "INDENTURE SECURITY HOLDER" means Holder or a Securityholder;

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
Trustee; and

                  "OBLIGOR" on the indenture securities means the Company and
any other obligor on the Securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by Commission
rule and not otherwise defined herein have the meanings assigned to them
therein.

                  Section 1.03. RULES OF CONSTRUCTION. Unless the context
otherwise requires:

                           (1)      a term has the meaning assigned to it;

                           (2)      "or" is not exclusive;

                           (3)      words in the singular include the plural,
         and words in the plural include the singular;

                           (4)      provisions apply to successive events and
         transactions;

                           (5)      "HEREIN," "HEREOF" and other words of
         similar import refer to this Indenture as a whole and not to any
         particular Article, Section or other Subdivision; and

                           (6)      all calculations made for the purpose of
         determining compliance with the terms of the covenants set forth in
         Article IV and other provisions of this Indenture shall utilize GAAP in
         effect at the time of preparation of, and in conformity with those used
         to prepare, the historical consolidated financial statements of the
         Company at and for the fiscal year ended December 31, 1999.

                                       20
<PAGE>


                                   ARTICLE II
                                 THE SECURITIES

                  Section 2.01. FORMS GENERALLY. (a) FORM AND DATING. The
Initial Securities (as defined below) and any Additional Securities (as defined
below), and the Trustee's certificate of authentication thereof, shall be
substantially in the form of Exhibit A hereto with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture. The Exchange Securities (as defined below), and the Trustee's
certificate of authentication thereof, shall be substantially in the form of
Exhibit B hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture. The Securities
may have notations, legends or endorsements required by law, stock exchange rule
or agreements to which the Company is subject, if any, or usage. The Company
shall approve the form of the Securities and any notation, legend or endorsement
on them, and such approval shall be evidenced by the execution of such
Securities by two Officers of the Company. Each Security shall be dated the date
of its authentication. The terms and provisions contained in the forms of the
Securities, annexed hereto as Exhibits A and B, shall constitute and are hereby
expressly made a part of this Indenture. However to the extent any provision of
any Security conflicts with the express provisions of the Indenture, the
provisions of this Indenture shall govern and shall be controlling. The
Securities shall be issued only in registered form without coupons and only in
minimum denominations of $1,000 in principal amount and any integral multiples
of $1,000 in excess thereof.

                  (b)      GLOBAL SECURITIES. Securities offered and sold to
QIBs in reliance on Rule 144A shall be issued initially in the form of one or
more Global Securities bearing the legend set forth on Exhibit C hereto under
the heading "Form of Legend for 144A Securities" (the "RESTRICTED GLOBAL
SECURITY"), which shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee, as custodian for the
Depositary, and registered in the name of the Depositary or its nominee, as the
case may be, and duly executed by the Company and authenticated by the Trustee
(or its agent in accordance with Section 2.02) as hereinafter provided. The
aggregate principal amount of the Restricted Global Security may from time to
time be increased or decreased by adjustments made by the Registrar on Schedule
A to the Restricted Global Security and recorded in the Security Register, as
hereinafter provided. Securities offered and sold in reliance on Regulation S
shall be issued initially in the form of one or more temporary Global Securities
bearing the legend set forth on Exhibit C hereto under the heading "Form of
Legend for Temporary Regulation S Securities" (the "TEMPORARY REGULATION S
GLOBAL SECURITY"). The Temporary Regulation S Global Security shall be
registered in the name of the Depositary or its nominee, as the case may be, and
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee (or an authenticating agent
appointed by the Trustee in accordance with Section 2.02) as hereinafter
provided, for credit to the respective accounts at the Depositary of the
depositories of Euroclear and for Clearstream, for credit to the respective
accounts of owners of beneficial interests in such Temporary Regulation S Global
Security or to such other accounts as they may direct. The aggregate principal
amount of the Temporary Regulation S Global Security may from time to time be
increased or decreased by adjustments made by the Registrar on Schedule A to the
Temporary Regulation S Global Security and recorded in the Security Register, as
hereinafter provided. On or after the termination of the Restricted Period,
interests in the Temporary

                                       21
<PAGE>


Regulation S Global Security shall be exchangeable (in accordance with
requirements set forth in Section 2.06(b)) for corresponding interests in an
unrestricted Global Security bearing the legend set forth on Exhibit C hereto
under the heading "Form of Legend for Regulation S Securities" (the "REGULATION
S GLOBAL SECURITY"). The Regulation S Global Security shall be registered in the
name of the Depositary or its nominee, as the case may be, and deposited with
the Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee (or an authenticating agent appointed by the
Trustee in accordance with Section 2.02) as hereinafter provided, for credit to
the respective accounts at the Depositary of the depositories of Euroclear and
for Clearstream, for credit to the respective accounts of owners of beneficial
interests in such Regulation S Global Security or to such other accounts as they
may direct. The aggregate principal amount of the Regulation S Global Security
may from time to time be increased or decreased by adjustments made by the
Registrar on Schedule A to the Regulation S Global Security and recorded in the
Security Register, as hereinafter provided.

                  If and when issued, Exchange Securities offered to Holders, as
provided in the Registration Rights Agreement, shall be issued initially in the
form of one or more Global Securities (the "EXCHANGE GLOBAL SECURITY"), which
shall be deposited on behalf of the Holders of the Exchange Securities
represented thereby with the Trustee, as custodian for the Depositary, and
registered in the name of the Depositary or its nominee, as the case may be,
duly executed by the Company and authenticated by the Trustee (or an
authenticating agent appointed by the Trustee in accordance with Section 2.02)
as hereinafter provided. The aggregate principal amount of the Exchange Global
Security may from time to time be increased or decreased by adjustments made by
the Registrar on Schedule A to the Exchange Global Security and recorded in the
Security Register, as hereinafter provided.

                  Upon the transfer, exchange or replacement of any Initial
Security or Additional Security, as applicable, if any Initial Security or
Additional Security, as applicable, shall remain outstanding after the
consummation of an Exchange Offer, the Registrar shall deliver such Initial
Security or Additional Security, as applicable, only in global form, subject to
Section 2.06(a), and such Initial Security or Additional Security, as
applicable, shall continue to bear the applicable legends set forth in Exhibit C
hereto. In the case of a Restricted Global Security, such legends shall include
the applicable Private Placement Legend unless (x) the appropriate period
referred to in Rule 144(k) under the Securities Act has elapsed or (y) there is
delivered to the Registrar an opinion of counsel reasonably satisfactory to the
Company to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the Securities Act.

                  Upon the transfer, exchange or replacement of any Security
pursuant to a Shelf Registration Statement, the Registrar shall deliver such new
Security only in global form, and such new Security shall be substantially in
the form of Exhibit B hereto. To the extent an Exchange Offer has been
consummated, or upon the subsequent consummation of an Exchange Offer,
beneficial interests in any such new Security shall be reflected in the Exchange
Global Security.

                  (c)      BOOK-ENTRY PROVISIONS. This Section 2.01(c) shall
apply to the Restricted Global Security, the Temporary Regulation S Global
Security, the Regulation S Global Security,

                                       22
<PAGE>


and, if and when issued, the Exchange Global Security (collectively, the "GLOBAL
SECURITIES") deposited with or on behalf of the Depositary.

                  Except as provided in Section 2.06(a), Participants shall have
no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary or by the Trustee or any custodian of the Depositary or
under such Global Security, and the Depositary or its nominee, as the case may
be, may be treated by the Company, a Guarantor, the Trustee and any agent of the
Company, a Guarantor or the Trustee as the sole owner of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, a Guarantor, the Trustee or any agent of the Company, a
Guarantor or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the
Depositary and its Participants, the operation of customary practices of such
persons governing the exercise of the rights of a Holder of a beneficial
interest in any Global Security.

                  The registered Holder of a Global Security may grant proxies
and otherwise authorize any Person, including Participants and Persons that may
hold interests through Participants, to take any action that a Holder is
entitled to take under this Indenture, the Securities or the Subsidiary
Guarantees.

                  Except as otherwise provided in this Indenture or, with
respect to the Company or a Guarantor, as otherwise provided in any agreement
between the Company or a Guarantor and a registered holder of a Global Security
or its agents, none of the Company, a Guarantor, the Trustee nor any agent of
the Company, a Guarantor or the Trustee shall have any responsibility or
liability for any aspect of the records of a registered holder of a Global
Security relating to beneficial ownership interests of such Global Security.

                  Except as provided in Section 2.06(a), owners of a beneficial
interest in Global Securities will not be entitled to receive physical delivery
of certificated Securities.

                  Section 2.02. EXECUTION AND AUTHENTICATION; AGGREGATE
PRINCIPAL AMOUNT. Two Officers shall sign the Securities for the Company by
facsimile or manual signature.

                  If a Person whose signature is on a Security as an Officer no
longer holds that office or position at the time the Trustee authenticates the
Security, the Security shall be valid nevertheless.

                  A Security shall not be valid until the Trustee manually signs
the certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall authenticate and make available for delivery
7.75% Senior Notes due 2014 of the Company for original issue in an aggregate
principal amount of $200,000,000 (the "INITIAL SECURITIES") for original issue
on the Issue Date upon a written order of the Company signed by an Officer of
the Company to a Trust Officer. Subject to Section 4.09 and as long as permitted
under the other provisions of this Indenture, the Company may issue after the
Issue Date, and the Trustee shall authenticate, (1) additional 7.75% Senior
Notes due 2014 of the Company (the "ADDITIONAL SECURITIES") in an unlimited
amount for original issue and

                                       23
<PAGE>


(2) Series B 7.75% Senior Notes due 2014 of the Company (the "EXCHANGE
SECURITIES") from time to time for issue only in exchange for a like principal
amount of Initial Securities and Additional Securities exchanged in an Exchange
Offer in accordance with the applicable Registration Rights Agreement, in each
case upon a written order of the Company signed by an Officer of the Company to
a Trust Officer. Each such written order shall specify the amount of Securities
to be authenticated, the date on which the Securities are to be authenticated
and whether the Securities are to be Initial Securities, Additional Securities
or Exchange Securities.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate the Securities, which authenticating agent shall be
compensated by the Company. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so,
except with regard to the original issuance of the Securities and pursuant to
Section 2.06. Except as provided in the preceding sentence, each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Agent.

                  Section 2.03. REGISTRAR, TRANSFER AGENT AND PAYING AGENT. The
Company shall maintain an office or agency where Securities may be presented or
surrendered for registration of transfer or for exchange ("REGISTRAR"), an
office or agency where the Securities may be transferred or exchanged (the
"TRANSFER AGENT"), an office or agency where Securities may be presented for
payment ("PAYING AGENT") and an office or agency where notices or demands to or
upon the Company in respect of the Securities may be served. The Company may
have one or more co-Registrars, one or more Transfer Agents and one or more
additional Paying Agents. The term "Paying Agent" includes any additional Paying
Agent.

                  Subject to any applicable laws and regulations, the Company
shall cause the Registrar to keep a register (the "SECURITY REGISTER") at its
Corporate Trust Office in which, subject to such reasonable regulations it may
prescribe, the Company shall provide for the registration of ownership,
exchange, and transfer of the Securities. Such registration in the Security
Register shall be conclusive evidence of the ownership of Securities. Included
in the books and records for the Securities shall be notations as to whether
such Securities have been paid, exchanged or transferred, canceled, lost,
stolen, mutilated or destroyed and whether such Securities have been replaced.
In the case of the replacement of any of the Securities, the Registrar shall
keep a record of the Security so replaced and the Security issued in replacement
thereof. In the case of the cancellation of any of the Securities, the Registrar
shall keep a record of the Security so canceled and the date on which such
Security was canceled.

                  The Company shall enter into an appropriate written agency
agreement with any Agent not a party to this Indenture, which shall incorporate
the terms of the TIA. Each such agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall give prompt written
notice to the Trustee of the name and address of any such Agent and any change
in the address of such Agent. The Company may change an Agent without prior
notice to the Holders. In the event that there is a change in the address of an
Agent or if the Company changes an Agent, the Company shall promptly notify the
Holders in writing. If the Company fails to maintain a Registrar, Transfer Agent
or Paying Agent, the Trustee shall act as such.

                                       24
<PAGE>


                  The Company initially appoints the Trustee as Registrar,
Transfer Agent and Paying Agent in connection with the Securities.

                  Section 2.04. PAYING AGENT TO HOLD MONEY IN TRUST. The Company
shall require each Paying Agent other than the Trustee to agree in writing that
such Paying Agent shall hold in trust for the benefit of Securityholders all
money held by the Paying Agent for the payment of principal of or interest on
the Securities, and such Paying Agent shall notify the Trustee of any default by
the Company in making any such payment. If the Company or any of its
Subsidiaries acts as Paying Agent, it shall segregate the money and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee and account for any funds disbursed, and the
Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent shall have no further liability for the money so paid over to
the Trustee.

                  Section 2.05. SECURITYHOLDER LISTS. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders and shall otherwise comply
with TIA ss. 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least ten Business Days before each Interest Payment
Date but not later than the Record Date for such Interest Payment Date, if such
date is earlier, and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Securityholders, and the Company shall otherwise
comply with TIA ss. 312(a).

                  The Trustee shall be entitled to rely upon a certificate of
the Registrar, the Company or such other Paying Agent, as the case may be, as to
the names and addresses of the Securityholders and the principal amounts and
serial numbers of the Securities.

                  Section 2.06. TRANSFER AND EXCHANGE. (a) Where Securities are
presented to the Registrar or a co-Registrar with a request to register a
transfer or to exchange them for an equal principal amount of Securities of
other denominations, the Registrar shall register the transfer or make the
exchange in accordance with the requirements of this Section 2.06. To permit
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities, of any authorized denominations and
of a like aggregate principal amount, at the Registrar's request.

                  Upon presentation for exchange or transfer of any Security as
permitted by the terms of this Indenture and by any legend appearing on such
Security, such Security shall be exchanged or transferred upon the Security
Register and one or more new Securities shall be authenticated and issued in the
name of the Holder (in the case of exchanges only) or the transferee, as the
case may be. No exchange or transfer of a Security shall be effective under this
Indenture unless and until such Security has been registered in the name of such
Person in the Security Register. Furthermore, the exchange or transfer of any
Security shall not be effective under this Indenture unless the request for such
exchange or transfer is made by the Holder or by a duly authorized
attorney-in-fact at the office of the Registrar.

                                       25
<PAGE>


                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Registrar)
be duly endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company evidencing
the same indebtedness, and entitled to the same benefits under this Indenture,
as the Securities surrendered upon such registration of transfer or exchange.

                  In the event that the Company delivers to the Trustee a copy
of an Officers' Certificate certifying that an Exchange Offer Registration
Statement or a Shelf Registration Statement, as the case may be, has been
declared effective by the Commission, and that the Company has offered Exchange
Securities to the Holders in accordance with the Exchange Offer or that
Securities have been offered pursuant to such Shelf Registration Statement, the
Trustee shall exchange or issue upon transfer, as the case may be, upon request
of any Holder, such Holder's Securities for (i) in the case of an Exchange
Offer, Exchange Securities upon the terms set forth in the Exchange Offer or
(ii) in the case of a transfer pursuant to a Shelf Registration Statement,
Securities that comply with the requirements applicable following such a
transfer as set forth in Section 2.06(b).

                  No service charge to the Securityholder shall be made for any
registration of transfer or exchange, but the Company or the Trustee may require
from the transferring or exchanging Securityholder payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchanges pursuant to Sections 2.10, 3.06, 4.14, 4.15 or 9.05). The
Registrar or co-Registrar shall not be required to register the transfer of or
exchange of any Security (i) during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of Securities and
ending at the close of business on the day of such mailing and (ii) selected for
redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Security being redeemed in part.

                  If a Security is a Restricted Security in certificated form,
then as provided in this Indenture and subject to the limitations herein set
forth, the Holder, provided it is a Qualified Institutional Buyer, an Accredited
Investor or a Holder pursuant to Regulation S, may exchange such Security for a
Book-Entry Security by instructing the Trustee to arrange for such Security to
be represented by a beneficial interest in a Global Security in accordance with
the customary procedures of the Depositary.

                  In accordance with the provisions of this Indenture and
subject to Section 2.06(b)(viii) and certain limitations herein set forth, an
owner of a beneficial interest in a Global Security which has not been exchanged
for an Exchange Security may request a Security in certificated form, in
exchange in whole or in part, as the case may be, for such beneficial owner's
interest in the Global Security.

                  Notwithstanding the foregoing, no Global Security shall be
registered for transfer or exchange, or authenticated and delivered, whether
pursuant to this Section 2.06, Section 2.07,

                                       26
<PAGE>


2.10 or 3.06 or otherwise, in the name of a person other than the Depositary for
such Global Security or its nominee until (i) the Company notifies the Trustee
that the Depositary is unwilling or unable to continue as Depositary for such
Global Security or if at any time the Depositary ceases to be a clearing agency
registered under the Exchange Act, and a successor depositary is not appointed
by the Company within 90 days, (ii) the Company executes and delivers to the
Trustee a Company order that all such Global Securities shall be exchangeable or
(iii) there shall have occurred and be continuing an Event of Default. Upon the
occurrence in respect of any Global Security representing the Securities of any
one or more of the conditions specified in clause (i), (ii) or (iii) of the
preceding sentence, such Global Security may be registered for transfer or
exchange for Securities registered in the names of, authenticated and delivered
to, such persons as the Trustee or the Depositary, as the case may be, shall
direct.

                  Except as provided above and in section 2.06(b)(viii), any
Security authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, any Global Security, whether pursuant to this
Section 2.06, Section 2.07, 2.10 or 3.06 or otherwise, shall also be a Global
Security and bear the applicable legend specified in Exhibit A or B, as
applicable.

                  The Company shall not have any liability to any Person
relating to (i) the performance by the Depositary, Euroclear, Clearstream or any
of their respective direct or indirect Participants under the Applicable Rules,
or (ii) maintaining, supervising or reviewing any records of such entities
relating to the Securities.

                  (b)      Notwithstanding any provision to the contrary herein,
so long as a Global Security remains outstanding and is held by or on behalf of
the Depositary, transfers of a Global Security, in whole or in part, or of any
beneficial interest therein, shall only be made in accordance with Section
2.06(a) and this Section 2.06(b); PROVIDED, HOWEVER, that a beneficial interest
in a Global Security may be transferred to Persons who take delivery thereof in
the form of a beneficial interest in the same Global Security in accordance with
the transfer restrictions set forth in the restricted Security legend on the
Security, if any and the Trustee shall have no responsibility with respect to
any such transfers.

                  (i)      Except for transfers or exchanges made in accordance
         with any of clauses (ii), (iii), (iv), (v), (vi), (vii) or (viii) of
         this Section 2.06(b), transfers of a Global Security shall be limited
         to transfers of such Global Security in whole, but not in part, to the
         Depositary, to nominees of the Depositary or to a successor of the
         Depositary or such successor's nominee.

                  (ii)     TEMPORARY REGULATION S GLOBAL SECURITY. If the Holder
         of a beneficial interest in the Temporary Regulation S Global Security
         at any time wishes to transfer its interest in such Temporary
         Regulation S Global Security to a Person who wishes to take delivery
         thereof in the form of a beneficial interest in the Temporary
         Regulation S Global Security, such transfer or exchange may be effected
         only in accordance with this clause (ii) and the Applicable Procedures.
         Upon (A) delivery by a beneficial owner of an interest therein to
         Euroclear or Clearstream (as the case may be) of a written
         certification substantially in the form of Exhibit D-1 hereto, and (B)
         delivery by the transferee of such interest to Euroclear or Clearstream
         (as the case may be) of a written certification

                                       27
<PAGE>


         substantially in the form of Exhibit D-2 hereto, then Euroclear or
         Clearstream, as the case may be, shall reflect on its records the
         transfer of a beneficial interest in the Temporary Regulation S Global
         Security from the beneficial owner providing the certification provided
         in (A) above to the Person providing the certification provided in (B)
         above.

                  (iii)    TEMPORARY REGULATION S GLOBAL SECURITY TO REGULATION
         S GLOBAL SECURITY. If the Holder of a beneficial interest in the
         Temporary Regulation S Global Security at any time, on or after the
         termination of the Restricted Period in respect of such Security,
         wishes to exchange its interest in such Temporary Regulation S Global
         Security for an interest in the Regulation S Global Security, or to
         transfer its interest in such Temporary Regulation S Global Security to
         a Person who wishes to take delivery thereof in the form of a
         beneficial interest in the Regulation S Global Security, such transfer
         or exchange may be effected only in accordance with this clause (iii)
         and the Applicable Procedures. Upon (A) delivery by a beneficial owner
         of an interest therein to Euroclear or Clearstream (as the case may be)
         of a written certification substantially in the form of Exhibit D-1
         hereto, and (B) delivery by Euroclear or Clearstream to the Trustee and
         Transfer Agent of a written certification substantially in the form
         attached hereto as Exhibit E, and (C) receipt by the Trustee, as
         Registrar, from the Transfer Agent of the written certification
         described in (B) and of instructions directing the Trustee, as
         Registrar, to credit or cause to be credited an interest in the
         Regulation S Global Security in a specified principal amount and to
         cause to be debited an interest in the Temporary Regulation S Global
         Security in such specified principal amount, then the Registrar shall
         instruct the Depositary to reduce or cause to be reduced the principal
         amount of the Temporary Regulation S Global Security and to increase or
         cause to be increased the principal amount of the Regulation S Global
         Security by the aggregate principal amount of the beneficial interest
         in such Temporary Regulation S Global Security to be so exchanged or
         transferred, and to credit or cause to be credited to the account of
         the Person specified in such instructions a beneficial interest in the
         Regulation S Global Security having a principal amount equal to the
         principal amount by which the amount of the Temporary Regulation S
         Global Security was reduced upon such exchange or transfer.

                  (iv)     RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL
         SECURITY. If the Holder of a beneficial interest in the Restricted
         Global Security at any time wishes to exchange its interest in such
         Restricted Global Security for an interest in the Regulation S Global
         Security, or to transfer its interest in such Restricted Global
         Security to a Person who wishes to take delivery thereof in the form of
         a beneficial interest in the Regulation S Global Security, such
         transfer or exchange may be effected only in accordance with this
         clause (iv) and the Applicable Procedures. Upon receipt by the
         Registrar of (A) instructions given in accordance with the Applicable
         Procedures directing the Registrar to credit or cause to be credited an
         interest in the Regulation S Global Security in a specified principal
         amount and to cause to be debited an interest in the Restricted Global
         Security in such specified principal amount, and (B) a certificate in
         the form of Exhibit F attached hereto given by the Holder of such
         beneficial interest stating that the transfer of such interest has been
         made in compliance with the transfer restrictions applicable to the
         Global Securities and (x) pursuant to and in accordance with Regulation
         S or (y) that the Security being transferred is being transferred in a
         transaction permitted by Rule 144,

                                       28
<PAGE>


         then the Registrar shall instruct the Depositary to reduce or cause to
         be reduced the principal amount of the Restricted Global Security and
         to increase or cause to be increased the principal amount of the
         Regulation S Global Security by the aggregate principal amount of the
         interest in the Restricted Global Security to be exchanged or
         transferred, and to credit or cause to be credited to the account of
         the Person specified in such instructions a beneficial interest in the
         Regulation S Global Security having a principal amount equal to the
         principal amount by which the amount of the Restricted Global Security
         was reduced upon such exchange or transfer.

                  (v)      TEMPORARY REGULATION S GLOBAL SECURITY OR REGULATION
         S GLOBAL SECURITY TO RESTRICTED GLOBAL SECURITY. If the Holder of a
         beneficial interest in the Temporary Regulation S Global Security or
         the Regulation S Global Security at any time wishes to exchange its
         interest in the Regulation S Global Security for an interest in the
         Restricted Global Security, or to transfer such interest to a Person
         who wishes to take delivery thereof in the form of a beneficial
         interest in the Restricted Global Security such transfer may be
         effected only in accordance with this clause (v) and the Applicable
         Procedures. Upon receipt by the Registrar of (A) instructions given in
         accordance with the Applicable Procedures directing the Registrar to
         credit or cause to be credited an interest in the Restricted Global
         Security in a specified principal amount and to cause to be debited an
         interest in the Temporary Regulation S Global Security or the
         Regulation S Global Security, as the case may be, in such specified
         principal amount, and (B) a certificate in the form of Exhibit G
         attached hereto given by the Holder of such beneficial interest stating
         that the transfer of such interest has been made in compliance with the
         transfer restrictions applicable to the Global Securities and stating
         that (x) the Person transferring such Interest reasonably believes that
         the Person acquiring such interest is a QIB and is obtaining such
         interest in a transaction meeting the requirements of Rule 144A and any
         applicable securities laws of any state of the United States or (y)
         that the Person transferring such interest is relying on an exemption
         other than Rule 144A from the registration requirements of the
         Securities Act and, in such circumstances, such opinion of counsel as
         the Company may reasonably request to ensure that the requested
         transfer or exchange is being made pursuant to an exemption from, or in
         a transaction not subject to, the registration requirements of the
         Securities Act, then the Registrar shall instruct the Depositary to
         reduce or cause to be reduced the principal amount of the Temporary
         Regulation S Global Security or the Regulation S Global Security, as
         the case may be, and to increase or cause to be increased the principal
         amount of the Restricted Global Security by the aggregate principal
         amount of the interest in the Temporary Regulation S Global Security or
         the Regulation S Global Security, as the case may be, to be exchanged
         or transferred, and to credit or cause to be credited to the account of
         the Person specified in such instructions a beneficial interest in the
         Restricted Global Security having a principal amount equal to the
         principal amount by which the amount of the Temporary Regulation S
         Global Security or the Regulation S Global Security, as the case may
         be, was reduced upon such exchange or transfer.

                  (vi)     RESTRICTED GLOBAL SECURITY TO EXCHANGE GLOBAL
         SECURITY. Following the earlier of the consummation of the Exchange
         Offer or the transfer of a Security pursuant to a Shelf Registration
         Statement that results in beneficial interests in such Security being
         reflected in the Exchange Global Security, if the Holder of a
         beneficial interest in the

                                       29
<PAGE>


         Restricted Global Security at any time wishes to exchange its interest
         in such Restricted Global Security for an interest in the Exchange
         Global Security, or to transfer its interest in such Restricted Global
         Security to a Person who wishes to take delivery thereof in the form of
         a beneficial interest in the Exchange Global Security, such transfer or
         exchange, if not effected pursuant to Section 2.06(a), may be effected
         only in accordance with this clause (vi) and the Applicable Procedures.
         Upon receipt by the Registrar of (A) instructions given in accordance
         with the Applicable Procedures directing the Registrar to credit or
         cause to be credited an interest in the Exchange Global Security in a
         specified principal amount and to cause to be debited an interest in
         the Restricted Global Security in such specified principal amount, and
         (B) (x) the documentation required to be delivered by a Holder to the
         Trustee pursuant to clause (c)(i) of this Section 2.06 or (y) a
         representation to the effect of clause (c)(ii) of this Section 2.06, as
         applicable, then the Registrar shall instruct the Depositary to reduce
         or cause to be reduced the principal amount of the Restricted Global
         Security and to increase or cause to be increased the principal amount
         of the Exchange Global Security by the aggregate principal amount of
         the interest in the Restricted Global Security to be exchanged or
         transferred, and to credit or cause to be credited to the account of
         the Person specified in such instructions a beneficial interest in the
         Exchange Global Security having a principal amount equal to the
         principal amount by which the amount of the Restricted Global Security
         was reduced upon such exchange or transfer.

                  (vii)    REGULATION S GLOBAL SECURITY TO EXCHANGE GLOBAL
         SECURITY. Following the earlier of the consummation of the Exchange
         Offer or the transfer of a Security pursuant to a Shelf Registration
         Statement that results in beneficial interests in such Security being
         reflected in the Exchange Global Security, if the Holder of a
         beneficial interest in the Regulation S Global Security at any time
         wishes to exchange its interest in such Regulation S Global Security
         for an interest in the Exchange Global Security, or to transfer its
         interest in such Regulation S Global Security to a Person who wishes to
         take delivery thereof in the form of a beneficial interest in the
         Exchange Global Security, such transfer or exchange, if not effected
         pursuant to an Exchange Offer or a Shelf Registration Statement in
         accordance with Section 2.06(a), may be effected only in accordance
         with this clause (vii) and the Applicable Procedures. Upon receipt by
         the Registrar of instructions given in accordance with the Applicable
         Procedures directing the Registrar to credit or cause to be credited an
         interest in the Exchange Global Security in a specified principal
         amount and to cause to be debited an interest in the Regulation S
         Global Security in such specified principal amount, then the Registrar
         shall instruct the Depositary to reduce or cause to be reduced the
         principal amount of the Regulation S Global Security and to increase or
         cause to be increased the principal amount of the Exchange Global
         Security by the aggregate principal amount of the interest in the
         Regulation S Global Security to be exchanged or transferred, and to
         credit or cause to be credited to the account of the Person specified
         in such instructions a beneficial interest in the Exchange Global
         Security having a principal amount equal to the principal amount by
         which the amount of the Regulation S Global Security was reduced upon
         such exchange or transfer.

                  (viii)   GLOBAL SECURITIES TO CERTIFICATED SECURITIES. In the
         event that a Global Security is exchanged for Securities in
         certificated, registered form pursuant to

                                       30
<PAGE>


         Section 2.06(a), unless pursuant to an effective Shelf Registration
         Statement with respect to such Securities, such Securities may be
         exchanged only in accordance with such procedures as are substantially
         consistent with the provisions of clauses (iv) and (v) above (including
         the certification requirements intended to ensure that such transfers
         comply with Rule 144A or Regulation S under the Securities Act, as the
         case may be) and such other procedures as may from time to time be
         adopted by the Company or the Trustee.

                  (c)      Except in connection with an Exchange Offer or a
Shelf Registration Statement contemplated by and in accordance with the terms of
the Registration Rights Agreement, if Securities are issued upon the transfer,
exchange or replacement of Securities bearing the applicable Private Placement
Legend set forth in Exhibit C hereto, the Securities so issued shall continue to
bear the applicable Private Placement Legend, and a request to remove such
legend from Securities will not be honored unless (i) there is delivered to the
Trustee an opinion of counsel to the effect that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of the Securities Act or (ii) the date of
such transfer, exchange or replacement is two years after the later of (x) the
issue date of such Security and (y) the last date that the Company or any
affiliate (as defined in Rule 144 under the Securities Act) of the Company was
the owner of such Securities (or any predecessor Securities thereof). Upon
compliance with the foregoing, the Trustee, upon an Issue Order, shall
authenticate and deliver Securities that do not bear such legend.

                  (d)      The Trustee shall have no responsibility for any
actions taken or not taken by the Depositary, Euroclear or Clearstream, as the
case may be.

                  (e)      The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Securities (including any transfers between or
among the Depositary's Participants or beneficial owners of interests in any
Global Security) other than to require delivery of such certificates and other
documentation, as is expressly required by, and to do so if and when expressly
required by, the terms of this Indenture and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

                  Section 2.07. REPLACEMENT SECURITIES. If a mutilated Security
is surrendered to the Trustee or if the Holder of a Security claims that such
Security has been lost, destroyed or wrongfully taken, the Company shall issue a
replacement Security, and the Trustee shall authenticate such replacement
Security if the Trustee's requirements are met. If required by the Trustee or
the Company, an indemnity bond must be provided by the Securityholder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee or any Agent from any loss which any of them may suffer if
a Security is replaced. The Company or the Trustee may charge such Holder for
its expenses in replacing a Security.

                  Every replacement Security is an additional obligation of the
Company.

                  Section 2.08. OUTSTANDING SECURITIES. Securities outstanding
at any time are all Securities that have been authenticated by the Trustee,
except for those canceled by it, those

                                       31
<PAGE>


delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. A Security does not cease to be outstanding because the Company or
one of its Affiliates holds the Security.

                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a BONA FIDE purchaser.

                  If the Paying Agent holds (or, if the Company or a Subsidiary
is the Paying Agent, segregates and holds in trust), in accordance with this
Indenture, on the maturity or redemption date, money sufficient to pay
Securities payable on that date, then on and after that date such Securities
shall be deemed to be no longer outstanding and interest on them shall cease to
accrue.

                  Section 2.09. TREASURY SECURITIES. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or any of its
Affiliates shall be disregarded, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which a Trust Officer of the Trustee actually knows
are so owned shall be so disregarded.

                  Section 2.10. TEMPORARY SECURITIES. Until definitive
Securities are ready for delivery, the Company may prepare, and the Trustee
shall authenticate upon written order of the Company signed by an Officer
thereof, temporary Securities. Temporary Securities shall be substantially in
the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare, and the Trustee shall authenticate, definitive Securities
in exchange for temporary Securities.

                  Until such exchange, such temporary Securities shall be
entitled to the same rights, benefits and privileges as the definitive
Securities.

                  Section 2.11. CANCELLATION. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Securities surrendered for registration of transfer, exchange,
payment or cancellation. The Company may not issue new Securities to replace
Securities it has paid or delivered to the Trustee for cancellation.

                  Section 2.12. DEFAULTED INTEREST. If the Company defaults in a
payment of interest on the Securities, it shall pay the defaulted interest,
plus, to the extent permitted by law, any interest payable on the defaulted
interest, to the Persons who are Securityholders on a subsequent special record
date. Such special record date shall be the fifteenth day next preceding the
date fixed by the Company for the payment of defaulted interest, whether or not
such day is a Business Day. At least 15 days before the special record date, the
Company shall mail or cause to be mailed to each Securityholder and the Trustee
a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.

                                       32
<PAGE>


                  Section 2.13. CUSIP AND ISIN NUMBERS. The Company in issuing
the Securities may use one or more "CUSIP" and "ISIN" numbers (if then generally
in use). If so, the Trustee shall use CUSIP and ISIN numbers, as appropriate, in
notices of redemption as a convenience to Securityholders; PROVIDED that any
such notice may state that no representation is made as to the correctness of
such numbers or codes either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in a CUSIP or ISIN number.

                  Section 2.14. DEPOSIT OF MONEYS. On or before 11:00 A.M., New
York City time, on each payment date, the Company shall deposit with the Trustee
or Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such payment date. The principal amount and interest
due on Book-Entry Securities shall be payable to the Depositary or its nominee,
as the case may be, as the sole registered owner and the sole holder of the
Book-Entry Securities represented thereby. The principal amount and interest on
Securities in certificated form shall be payable at the office of the Paying
Agent; PROVIDED HOWEVER that the Company, at its option, may pay interest by
check by mailing such check to the Holder's registered address.

                                  ARTICLE III
                                   REDEMPTION

                  Section 3.01. NOTICES TO TRUSTEE. If the Company elects to
redeem Securities pursuant to Section 3.02 below or paragraph 5(a) of the
Securities, it shall notify the Trustee in writing of the redemption date, the
principal amount of Securities to be redeemed and the provision of this
Indenture pursuant to which the redemption will occur.

                  The Company shall give the notice to the Trustee provided for
in this Section at least 45 days before the redemption date, unless the Trustee
consents in writing to a shorter notice period. Such notice shall be accompanied
by an Officers' Certificate and an Opinion of Counsel to the effect that such
redemption will comply with the conditions contained in this Indenture and will
set forth the redemption price.

                  Section 3.02. REDEMPTION PRICE. (a) Except as set forth in
paragraph (b) below and paragraph 5(a) of the Securities, the Securities will
not be redeemable at the option of the Company prior to August 1, 2009. Starting
on that date, the Company may redeem all or any portion of the Securities, at
once or over time, after giving the required notices specified in Sections 3.01
and 3.03. The Securities may be redeemed at the redemption prices set forth
below, plus accrued and unpaid interest to the redemption date (subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date). The following prices are for Securities
redeemed during the 12-month period commencing on August 1 of the years set
forth below, and are expressed as percentages of principal amount:

                                       33
<PAGE>


                                                                      REDEMPTION
         YEAR                                                            PRICE
         ----                                                         ----------
     2009                                                               103.875%
     2010                                                               102.583%
     2011                                                               101.292%
     2012 and thereafter                                          ...   100.000%


                  (b)      In addition, at any time and from time to time, on or
prior to August 1, 2007, the Company may redeem up to a maximum of 35% of the
original aggregate principal amount of the Securities (calculated giving effect
to any issuance of Additional Securities) with the proceeds of one or more
Public Equity Offerings, at a redemption price equal to 107.750% of the
principal amount thereof, plus accrued and unpaid interest to the redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, HOWEVER,
that after giving effect to any such redemption, at least 65% of the original
aggregate principal amount of the Securities (calculated giving effect to any
issuance of Additional Securities) remains outstanding (excluding Securities
held by the Company or any of its Affiliates). Any such redemption shall be made
within 90 days of such Public Equity Offering upon not less than 30 nor more
than 60 days' prior notice.

                  (c)      In the case of any partial redemption, selection of
the Securities for redemption will be made by the Trustee by lot or any other
method as the Trustee in its sole discretion deems fair and reasonable; PROVIDED
that no Security of $1,000 in principal amount or less shall be redeemed in
part.

                  (d)      Subject to compliance with Article IV, the Company
and any of its Subsidiaries may at any time purchase any Securities in open
market or other transactions.

                  Section 3.03 NOTICE OF REDEMPTION. At least 30 days but not
more than 60 days before a date for redemption of Securities (or, in the case of
a redemption pursuant to paragraph 5(a) of the Securities, at such time as is
provided by paragraph 5(a)), the Company shall mail a notice of redemption by
first-class mail to each Holder of Securities to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (A)      the redemption date;

                  (B)      the redemption price and the amount of accrued
interest, if any, to be paid;

                  (C)      the name and address of the Paying Agent;

                  (D)      the provision of this Indenture or the Securities, as
applicable, pursuant to which the Securities called for redemption are being
redeemed;

                  (E)      that Securities called for redemption must be
surrendered to the Paying Agent to collect the redemption price;

                                       34
<PAGE>


                  (F)      that, if any Security is being redeemed in part, the
portion of the principal amount (equal to $1,000 in principal amount or any
integral multiple thereof) of such Security to be redeemed and that, on and
after the redemption date, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion thereof will be
reissued;

                  (G)      that, unless the Company defaults in making such
redemption payment, interest on Securities called for redemption ceases to
accrue on and after such redemption date; and

                  (H)      the CUSIP or ISIN number, if any, and that no
representation is made as to the correctness or accuracy of such CUSIP or ISIN
number, if any, listed in such notice or printed on the Securities.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by clauses
(A), (B), (C) and (D) at least 45 days before the redemption date.

                  Section 3.04 EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender of any Securities to the Paying Agent, subject to the Company's
compliance with Section 3.05 herein, such Securities shall be paid at the
redemption price stated in the notice, plus accrued and unpaid interest, if any,
to the redemption date.

                  Section 3.05 DEPOSIT OF REDEMPTION PRICE. One Business Day
prior to the redemption date, the Company shall deposit or cause to be deposited
with the Paying Agent in immediately available funds (or, if the Company or an
Affiliate is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued and unpaid interest, if
any, on all Securities to be redeemed on that date other than Securities or
portions of Securities called for redemption which have been delivered by the
Company to the Trustee for cancellation.

                  Section 3.06 SECURITIES REDEEMED IN PART. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered;
PROVIDED, HOWEVER, that each such Security shall be in a principal amount of
$1,000 or an integral multiple thereof.

                  Section 3.07 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If
notice of redemption has been given in the manner provided above, the Securities
or portion of Securities specified in such notice to be redeemed shall become
due and payable on the applicable redemption date at the redemption price stated
therein, together with accrued interest to such redemption date, and on and
after such date (unless the Company shall default in the payment of such
Securities at the redemption price and accrued interest to the redemption date,
in which case the principal, until paid, shall bear interest from the Redemption
Date at the rate prescribed in the

                                       35
<PAGE>


Securities), such Securities shall cease to accrue interest. Upon surrender of
any Security for redemption in accordance with a notice of redemption, such
Security shall be paid and redeemed by the Company at the applicable redemption
price, together with accrued interest, if any, to the applicable redemption
date; PROVIDED, HOWEVER, that if an Interest Payment Date is on or prior to a
redemption date, the accrued interest payable on such Interest Payment Date
shall be paid on such Interest Payment Date to the Person in whose name the
Security is registered at the close of business on the relevant Record Date.

                                   ARTICLE IV
                                    COVENANTS

                  Section 4.01 PAYMENT OF SECURITIES. The Company shall pay, or
cause to be paid, the principal of and interest on the Securities on the dates
and in the manner provided herein and in the Securities. Principal or interest
shall be considered paid on the date due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay all principal and interest
payable in cash in each case as then due. The Company shall pay interest on
overdue principal, as the case may be, at the rate specified therefor in the
Securities.

                  Section 4.02 MAINTENANCE OF OFFICE OR AGENCY. The Company
shall maintain in Wilmington, Delaware or the Borough of Manhattan, New York,
New York, a Transfer Agent and Paying Agent and an office or agency where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company fails to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 12.02.

                  The Company may also from time to time designate one or more
other Transfer Agents and Paying Agents and may from time to time rescind such
designations; PROVIDED that no such designation or rescission shall in any
matter relieve the Company of its obligation to maintain an office or agency
pursuant to this Section 4.02. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

                  The Company hereby initially designates the office of the
Trustee or its agent located at the address set forth in Section 12.02, as
Registrar, Transfer Agent and Paying Agent of the Company in accordance with
Section 2.03.

                  Section 4.03 CORPORATE EXISTENCE. The Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its (i) corporate existence and the corporate existence of each of its
Subsidiaries (other than Non-Recourse Subsidiaries) in accordance with their
respective organizational documents and (ii) the material rights (charter and
statutory), licenses and franchises of the Company and each of its Subsidiaries;
PROVIDED that (i) neither the Company nor any of its Subsidiaries shall be
required to preserve any such right or franchise, or corporate existence, if the
Board of Directors of the Company or such Subsidiary

                                       36
<PAGE>


shall determine that the loss thereof is not, and will not be, adverse in any
material respect to the Company or the Holders and (ii) nothing in this Section
4.03 shall prevent the Company from taking any action that complies with the
provisions of Section 5.01.

                  Section 4.04 PAYMENT OF TAXES AND OTHER CLAIMS. The Company
shall, and shall cause each of its Subsidiaries (other than Non-Recourse
Subsidiaries) to, pay or discharge or cause to be paid or discharged, before any
penalty accrues from the failure to so pay or discharge, (1) all material taxes,
assessments and governmental charges levied or imposed upon it or any of such
Subsidiaries or upon the income, profits or property of it or any of such
Subsidiaries, and (2) all material, lawful claims for labor, materials and
supplies which, if unpaid, might by law become a Lien upon its property or the
property of any Subsidiary; PROVIDED that there shall not be required to be paid
or discharged any such tax, assessment, charge or claim if the amount,
applicability or validity thereof is being contested in good faith by
appropriate proceedings and adequate provision therefor has been made.

                  Section 4.05 COMPLIANCE CERTIFICATES. (a) The Company shall
deliver to the Trustee within 60 days after the end of each of the Company's
fiscal quarters (120 days after the end of the Company's last fiscal quarter of
its fiscal year) an Officers' Certificate, stating whether or not the signers,
after due inquiry, know of any Default or Event of Default which occurred during
such fiscal quarter. An Officers' Certificate delivered within 120 days after
the end of the Company's fiscal year shall also contain a certification from the
principal executive officer, principal financial officer or principal accounting
officer of the Company as to such officer's knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this Section 4.05(a), such compliance shall be determined without regard to
any period of grace or requirement of notice provided under this Indenture. If
the officer does know of such a Default or Event of Default, the certificate
shall describe any such Default or Event of Default, and its status. The first
certificate to be delivered pursuant to this Section 4.05(a) shall be for the
first fiscal quarter beginning after the execution of this Indenture.

                  (b)      The Company shall deliver to the Trustee, as soon as
possible and in any event within 10 days after the Company becomes aware of the
occurrence of each Default or Event of Default which is continuing, an Officers'
Certificate setting forth the details of such Default or Event of Default, and
the action which the Company has taken and proposes to take with respect
thereto. Following receipt of such Officers' Certificate, the Trustee shall send
the notice called for by Section 7.05, except as provided therein.

                  Section 4.06 SECURITIES AND EXCHANGE COMMISSION REPORTS. (a)
The Company shall file with the Trustee and provide Holders of record, within 15
days after it files them with the Commission, copies of its annual report and
the information, documents and other reports (or copies of such portions of any
of the foregoing as the Commission may by rules and regulations prescribe) which
the Company is required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act, without exhibits in the case of each Holder, unless
the Company is requested in writing by such Holder. Notwithstanding that the
Company may not be required to remain subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company will continue to file with
the Commission if the Commission permits such filings and provide the Trustee
and Holders with such annual reports and information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may by

                                       37
<PAGE>


rules and regulations prescribe) which are specified in Sections 13 and 15(d) of
the Exchange Act, without exhibits in the case of Holders, unless the Company is
requested in writing by the Holders. The Company also will comply with the other
provisions of TIA Section 314(a).

                  (b)      So long as any of the Securities remain outstanding,
the Company shall cause each annual, quarterly and other financial report mailed
or otherwise furnished by it generally to public stockholders to be filed with
the Trustee and mailed to the Holders of record at their addresses appearing in
the register of Securities maintained by the Registrar, in each case at the time
of such mailing or furnishing to such stockholders. The Company shall provide to
any Holder or any beneficial owner of Securities any information reasonably
requested by such holder or such beneficial owner concerning the Company and its
Subsidiaries (including financial statements) necessary in order to permit such
holder or such beneficial owner to sell or transfer Securities in compliance
with Rule 144A under the Securities Act or any similar rule or regulation
adopted by the Commission.

                  (c)      Delivery of such reports to the Trustee is for
informational purposes only and the Trustee's receipt of such reports shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely conclusively and exclusively on Officers' Certificates).

                  Section 4.07 WAIVER OF STAY, EXTENSION OR USURY LAWS. The
Company and the Guarantors each covenants (to the full extent permitted by
applicable law) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, and will actively
resist any attempts to claim the benefit of any stay or extension law or any
usury law or other law which would prohibit or forgive the Company or any
Guarantor from paying all or any portion of the principal of or interest on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the full extent permitted by applicable law) the Company and
the Guarantors each hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                  Section 4.08 MAINTENANCE OF PROPERTIES. Subject to this
Article IV, the Company shall cause all material properties owned by or leased
to it or any of its Subsidiaries (other than Non-Recourse Subsidiaries) and used
or useful in the conduct of its business or the business of such Subsidiaries to
be maintained and kept in normal condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company or such Subsidiary may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED that nothing in this Section 4.08 shall prevent
the Company or any of its Subsidiaries from discontinuing the use, operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is not, in the judgment of the Board of Directors of
the Company or such Subsidiary, adverse in any material respect, to the Company
or the Holders.

                                       38
<PAGE>


                  Section 4.09 LIMITATION ON DEBT AND PREFERRED STOCK OF THE
COMPANY AND ITS SUBSIDIARIES. (a) The Company shall not, and shall not permit
any of its Subsidiaries to, Issue, directly or indirectly, any Debt unless, at
the time of such Issuance and after giving effect thereto, (i) no Default or
Event of Default shall have occurred and be continuing and (ii) the Consolidated
EBITDA Coverage Ratio of the Company for the period of its most recently
completed four consecutive fiscal quarters ending at least 45 days prior to the
date such Debt is Issued is at least 2.00 to 1.00.

                  (b)      Notwithstanding the foregoing, there may be Issued
the following Debt:

                           (1)      Debt of the Company evidenced by the Initial
         Securities (which, for greater clarity, shall not include any
         Additional Securities) and the Exchange Securities issued in exchange
         for such Initial Securities and the Subsidiary Guarantees thereof;

                           (2)      Debt of the Company Issued to and held by a
         Wholly-Owned Recourse Subsidiary of the Company and Debt of a Recourse
         Subsidiary of the Company Issued to and held by the Company or a
         Wholly-Owned Recourse Subsidiary of the Company; PROVIDED that any
         subsequent transfer of such Debt (other than to the Company or to a
         Wholly-Owned Recourse Subsidiary of the Company) shall be deemed, in
         each case, to constitute the Issuance of such Debt by the Company or
         such Subsidiary;

                           (3)      Debt the proceeds of which are used to
         acquire assets of the Company and its Subsidiaries; PROVIDED that,
         after giving effect to the Issuance of any such Debt that otherwise
         complies with this clause (3), the aggregate amount of all Debt then
         outstanding at any time under this clause (3), including all
         Refinancings thereof then outstanding, shall not at any time exceed
         $100,000,000;

                           (4)      Acquired Debt;

                           (5)      Debt outstanding on the Issue Date
         (including the 2005 Notes, 2006 Notes, 2007 Notes and 2008 Notes);

                           (6)      Debt Issued to Refinance any Debt permitted
         by paragraph (a) of this Section 4.09, this clause (6) or by clauses
         (1), (3) or (5) of this Section 4.09 (except, in the case of clause
         (5), Debt Issued to Refinance the 2006 Notes and any Debt owing to G-I
         Holdings or BMCA Holdings Corporation pursuant to clause (5) of this
         Section 4.09; PROVIDED that, in the case of a Refinancing, (i) the
         amount of the Debt so Issued shall not exceed the principal amount or
         the accreted value (in the case of Debt Issued at a discount) of the
         Debt so Refinanced plus, in each case, the reasonable costs incurred by
         the issuer in connection with such Refinancing, (ii) the Average Life
         and Stated Maturity of the Debt so Issued shall equal or exceed that of
         the Debt so Refinanced, (iii) the Debt so Issued shall not rank senior
         in right of payment to the Debt being Refinanced, (iv) if the Debt
         being Refinanced is Debt permitted by clause (3) of this Section 4.09,
         such Refinancing Debt is not secured by any assets not securing the
         Debt so Refinanced or improvements or additions thereto, or
         replacements thereof, and (v) the obligors with respect to the
         Refinancing Debt shall not include any Persons who were not obligors

                                       39
<PAGE>


         (including predecessors thereof) with respect to the Debt being
         Refinanced;

                           (7)      Non-Recourse Debt of a Non-Recourse
         Subsidiary of the Company and Guarantees of Non-Recourse Debt of
         Non-Recourse Subsidiaries which Guarantees are recourse only to the
         stock of the Non-Recourse Subsidiaries;

                           (8)      Debt under Credit Facilities; PROVIDED that,
         after giving effect to any such Issuance, the aggregate principal
         amount of all Debt Issued pursuant to this clause (8) and then
         outstanding shall not exceed the greater of (i) $350,000,000 and (ii)
         the sum of (A) 85% of the net book value (after allowance for doubtful
         accounts) of the accounts receivable of the Company and its Recourse
         Subsidiaries and (B) 65% of the net book value (after applicable
         write-down for obsolescence, quality problems and the like) of
         inventories of the Company and its Recourse Subsidiaries held in the
         ordinary course of business, in each case determined on a consolidated
         basis as of the most recently ended fiscal quarter of the Company for
         which financial statements have been provided to the Holders in
         accordance with Section 4.06 and computed in accordance with GAAP;
         PROVIDED, FURTHER, that, to the extent the Company or any of its
         Recourse Subsidiaries sells, leases, pledges, assigns or otherwise
         transfers or encumbers accounts receivable or inventory (other than
         sales of inventory in the ordinary course of business) on or after the
         Issue Date, the $350,000,000 of availability under subclause (i) above
         of this clause (8) shall be reduced in an amount equal to the aggregate
         proceeds received in respect of any and all such sales, leases,
         pledges, assignments, transfers or encumbrances but in no event shall
         such availability be reduced below $200,000,000;

                           (9)      so long as such Debt is permitted to be
         Issued under the Credit Agreement, unsecured Debt owing to G-I Holdings
         or BMCA Holdings Corporation in an aggregate principal amount
         outstanding at any one time not to exceed the aggregate amount that was
         advanced by the Company to G-I Holdings or BMCA Holdings Corporation on
         or after the Issue Date and is outstanding;

                           (10)     Guarantees by the Company or any of its
         Recourse Subsidiaries of Indebtedness of the Company or a Recourse
         Subsidiary of the Company that was permitted to be Issued by another
         provision of this Section 4.09; and

                           (11)     Debt (other than Debt identified in clauses
         (1) through (10) of this Section 4.09) in an aggregate principal amount
         outstanding at any one time not to exceed $100,000,000.

                  (c)      Company shall not, and shall not permit any of its
Subsidiaries to, Issue any Preferred Stock; PROVIDED that there may be issued
the following Preferred Stock:

                           (1)      Preferred Stock of the Company or any
         Subsidiary of the Company issued to and held by the Company or a
         Wholly-Owned Recourse Subsidiary of the Company; PROVIDED that any
         subsequent transfer of such Preferred Stock (other than to the Company
         or to a Wholly-Owned Recourse Subsidiary of the Company) or such
         Wholly-Owned Recourse Subsidiary of the Company ceasing to be a
         Wholly-Owned

                                       40
<PAGE>


         Recourse Subsidiary of the Company shall be deemed, in each case, to
         constitute the Issuance of such Preferred Stock by the Company or such
         Subsidiary;

                           (2)      Preferred Stock (other than Preferred Stock
         described in clause (1) but including the Preferred Stock referred to
         in the proviso to clause (1) above); PROVIDED that the liquidation
         value of any Preferred Stock issued pursuant to this clause (2) shall
         constitute Debt for purposes of this Section 4.09 and dividends on such
         Preferred Stock shall be included in determining Consolidated Interest
         Expense of the Company for purposes of calculating the Consolidated
         EBITDA Coverage Ratio of the Company under paragraph (a) of this
         Section 4.09; and

                           (3)      Preferred Stock (other than Redeemable
         Stock) of the Company.

                  (d)      To the extent the Company or any of its Subsidiaries
Guarantees any Debt of the Company or any other Subsidiary, such Guarantee and
such Debt will be deemed to be the same Debt and only the amount of the Debt
will be deemed to be outstanding. If the Company or any of its Subsidiaries
Guarantees any Debt of a Person that, subsequent to the Issuance of such
Guarantee, becomes a Subsidiary of the Company, such Guarantee and the Debt so
Guaranteed shall be deemed to be the same Debt, which shall be deemed to have
been Issued when the Guarantee was Issued and shall be deemed to be permitted to
the extent the Guarantee was permitted when Issued. Debt under Credit Facilities
outstanding on the Issue Date (including the Credit Agreement) shall be deemed
to have been made pursuant to clause (b)(8) of this Section 4.09.

                  Section 4.10. LIMITATION ON RESTRICTED PAYMENTS AND RESTRICTED
INVESTMENTS. (a) So long as no Default or an Event of Default shall have
occurred and be continuing, the Company may make, and may permit any of its
Subsidiaries to make, directly or indirectly, any Restricted Payment or
Restricted Investment so long as, at the time of such Restricted Payment or
Restricted Investment and immediately after giving effect thereto, the aggregate
amount of Restricted Payments made since the Issue Date and the aggregate amount
of Restricted Investments made since the Issue Date and then outstanding (the
amount expended for such purposes, if other than in cash, shall be the fair
market value of such property as determined by the Board of Directors of the
Company in good faith as of the date of payment or investment) shall not exceed
the sum of:

                  (i)      50% of the cumulative Consolidated Net Income (or
         minus 100% of the cumulative Consolidated Net Loss) of the Company
         accrued during the period beginning January 1, 2001 and ending on the
         last day of the most recently completed fiscal quarter for which
         financial information has been provided to the Holders in accordance
         with Section 4.06 but ending no more than 135 days prior to the date of
         such Restricted Payment or Restricted Investment (treating such period
         as a single accounting period);

                  (ii)     100% of the net cash proceeds, including the fair
         market value of property other than cash as determined by the Board of
         Directors of the Company in good faith, as evidenced by a Board
         Resolution, received by the Company from any Person (other than a
         Subsidiary of the Company) from the Issuance and sale subsequent to the

                                       41
<PAGE>


         Issue Date of Capital Stock of the Company (other than Redeemable
         Stock) or as a capital contribution; PROVIDED that, if the value of the
         non-cash consideration or contribution is in excess of $10,000,000, the
         Company shall have received the written opinion of a nationally
         recognized investment banking firm that the terms thereof, from a
         financial point of view, are fair to the shareholders of the Company or
         such Subsidiary, in their capacity as such (the determination as to the
         value of any non-cash consideration referred to in this clause (ii) to
         be made by such investment banking firm), and such opinion shall have
         been delivered to the Trustee;

                  (iii)    100% of the net cash proceeds received by the Company
         from the exercise of options or warrants on Capital Stock of the
         Company (other than Redeemable Stock) since the Issue Date;

                  (iv)     100% of the net cash proceeds received by the Company
         from the conversion into Capital Stock (other than Redeemable Stock) of
         convertible Debt or convertible Preferred Stock issued and sold (other
         than to a Subsidiary of the Company) since the Issue Date; and

                  (v)      $60,000,000.

                  The designation by the Company or any of its Subsidiaries of a
Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a
Restricted Investment by the Company in an amount equal to the outstanding
Investments made by the Company and its Subsidiaries in such Person being
designated a Non-Recourse Subsidiary at the time of such designation.

                  (b)      Section 4.10(a) shall not prevent the following, as
long as no Default or Event of Default shall have occurred and be continuing (or
would result therefrom other than pursuant to Section 4.10(a):

                  (1)      the making of any Restricted Payment or Restricted
         Investment within 60 days after (x) the date of declaration thereof or
         (y) the making of a binding commitment in respect thereof; PROVIDED
         that at such date of declaration or commitment such Restricted Payment
         or Restricted Investment complied with Section 4.10(a);

                  (2)      any Restricted Payment or Restricted Investment made
         out of the net cash proceeds received by the Company from the
         substantially concurrent sale of its Common Stock (other than to a
         Subsidiary of the Company); PROVIDED that such net cash proceeds so
         utilized shall not be included in paragraph (a) in determining the
         amount of Restricted Payments or Restricted Investments the Company
         could make under Section 4.10(a);

                  (3)      cumulative Investments in Non-Recourse Subsidiaries
         not in excess of $50,000,000 in the aggregate from the Issue Date
         determined as of the date of the Investment (the amount so expended, if
         other than cash, to be determined by the Company's Board of Directors,
         as evidenced by a Board Resolution); and

                                       42
<PAGE>


                  (4)      repurchases of Capital Stock of the Company, in each
         case from employees, former employees or directors of the Company or
         any of its Subsidiaries (other than any Permitted Holder); PROVIDED,
         HOWEVER, that the aggregate amount of Restricted Payments made under
         this clause (4) shall not exceed $1,500,000 in any fiscal year;
         PROVIDED, FURTHER, that if any portion of the aggregate amount of
         Restricted Payments permitted to be made pursuant to this clause (4)
         shall not be made in a fiscal year, Restricted Payments pursuant to
         this clause (4) in amount not to exceed to such unused portion may be
         made in the subsequent fiscal year in addition to all other Restricted
         Payments permitted to be made pursuant to this clause (4) in that
         fiscal year.

Restricted Payments or Restricted Investments made pursuant to clause (2), (3)
or (4) of this paragraph (b) shall not be deducted in determining the amount of
Restricted Payments or Restricted Investments made or then outstanding under
paragraph (a) of this Section 4.10.

                  Section 4.11. LIMITATION ON LIENS. (a) The Company shall not,
and shall not permit any of its Subsidiaries to, directly or indirectly, incur
or suffer to exist any Liens upon their respective property or assets whether
owned on the Issue Date or acquired after such date, or on any income or profits
therefrom, unless the Securities are equally and ratably secured by such Lien;
PROVIDED that if the Debt secured by such Lien is subordinate or junior in right
of payment to the Securities then the Lien securing such Debt shall be
subordinate or junior in priority to the Lien securing the Securities at least
to the same extent as such Debt is subordinate or junior to the Securities.

                  (b)      The foregoing restrictions of paragraph (a) of this
Section 4.11 shall not apply to:

                  (1)      Liens existing on the Issue Date;

                  (2)      Permitted Liens;

                  (3)      Purchase money Liens on assets of the Company and its
         Subsidiaries or improvements or additions thereto existing or created
         within 180 days after the time of acquisition of or improvements or
         additions to such assets, or replacements thereof; PROVIDED that (i)
         such acquisition, improvement or addition is otherwise permitted by
         this Indenture, (ii) the principal amount of Debt (including Debt in
         respect of Capitalized Lease Obligations) secured by each such Lien on
         each asset shall not exceed the cost (including all such Debt secured
         thereby, whether or not assumed) of the item subject thereto, and such
         Liens shall attach solely to the particular item of property so
         acquired, improved or added and any additions or accessions thereto, or
         replacements thereof, and (iii) the aggregate amount of Debt secured by
         Liens permitted by this clause (3) shall not at any time exceed
         $100,000,000;

                  (4)      Liens on the Company's existing facility in
         Baltimore, Maryland securing Debt in an aggregate amount at any one
         time outstanding not to exceed $40,000,000;

                  (5)      Liens to secure Refinancing of any Debt secured by
         Liens described in clauses (1)-(4) and (6) of this paragraph (b);
         PROVIDED that (i) such Refinancing does not increase the principal
         amount of Debt being so Refinanced and (ii) the Lien of the

                                       43
<PAGE>


         Refinancing Debt does not extend to any asset not securing the Debt
         being Refinanced or improvements or additions thereto, or replacements
         thereof;

                  (6)      Liens securing Acquired Debt; PROVIDED that (i) any
         such Lien secured the Acquired Debt at the time of the incurrence of
         such Acquired Debt by the Company or by one of its Subsidiaries and
         such Lien and Acquired Debt were not incurred by the Company or any of
         its Subsidiaries or by the Person being acquired or from whom the
         assets were acquired in connection with, or in anticipation of, the
         incurrence of such Acquired Debt by the Company or by one of its
         Subsidiaries and (ii) any such Lien does not extend to or cover any
         property or assets of the Company or of any of its Subsidiaries other
         than the property or assets that secured the Acquired Debt prior to the
         time such Debt became Acquired Debt of the Company or of one of its
         Subsidiaries;

                  (7)      Liens securing intercompany Debt permitted by
         paragraph (b)(2) of Section 4.09;

                  (8)      Liens securing Debt under Credit Facilities permitted
         to be Issued by paragraph (b)(8) of Section 4.09; and

                  (9)      Liens on assets of the Company and its Subsidiaries
         in addition to those referred to in clauses (1)-(8) of this paragraph
         (b); PROVIDED that such Liens only secure Debt of the Company and its
         Subsidiaries in an aggregate amount not to exceed at any one time
         outstanding the greater of (i) $85,000,000 and (ii) 10% of Consolidated
         Tangible Assets.

                  Section 4.12. LIMITATION ON TRANSACTIONS WITH AFFILIATES. (a)
The Company shall not enter, and shall not permit any of its Subsidiaries to
enter, directly or indirectly, into any transaction or series of related
transactions with any Affiliate of the Company (other than (x) the making of a
Restricted Payment or Restricted Investment otherwise permitted by Section 4.10
or those transactions specifically permitted by Section 4.10(b), (y)
transactions between or among Non-Recourse Subsidiaries of the Company or (z)
transactions between or among the Company and its Subsidiaries (other than
Non-Recourse Subsidiaries)) including, without limitation, any loan, advance or
investment or any purchase, sale, lease or exchange of property or the rendering
of any service, unless the terms of such transaction or series of transactions
are set forth in writing and are at least as favorable as those available in a
comparable transaction in arms-length dealings from an unrelated Person;
PROVIDED that: (i) if any such transaction or series of related transactions
(other than any purchase or sale of inventory in the ordinary course of
business, but including entering into any long-term arrangement involving the
purchase of granules or glass fiber from, or the provision of management
services of the type currently provided under the Management Agreement by, an
Affiliate of the Company, including ISP or a Subsidiary thereof) involves
aggregate payments or other consideration in excess of $25,000,000, such
transaction or series of related transactions shall be approved (and the value
of any non-cash consideration shall be determined) by a majority of those
members of the Board of Directors of the Company or such Subsidiary, as the case
may be, having no personal stake in such business, transaction or transactions;
and (ii) in the event that such transaction or series of related transactions
(other than any purchase or sale of inventory in the ordinary course of business
and other than purchases of granules or glass fiber from an Affiliate of the
Company, including ISP or a Subsidiary thereof)

                                       44
<PAGE>


involves aggregate payments or other consideration in excess of $50,000,000
(with the value of any non-cash consideration being determined by a majority of
those members of the Board of Directors of the Company or such Subsidiary, as
the case may be, having no personal stake in such business, transaction or
transactions), the Company or such Subsidiary, as the case may be, shall have
also received a written opinion from a nationally recognized investment banking
firm that such transaction or series of related transactions is fair to the
shareholders, in their capacity as such, of the Company or such Subsidiary from
a financial point of view and such opinion has been delivered to the Trustee;
PROVIDED FURTHER, in the event that each member of the Board of Directors of the
Company or the Subsidiary, as the case may be, proposing to engage in a
transaction or series of related transactions described in the preceding proviso
has a personal stake in such business, transaction or transactions, the Company
or such Subsidiary may enter into such transaction or series of transactions if
the Company or such Subsidiary, as the case may be, shall have received the
written opinion of a nationally recognized investment banking firm that the
terms thereof, from a financial point of view, are fair to the shareholders of
the Company or such Subsidiary, in their capacity as such (the determination as
to the value of any non-cash consideration referred to in the preceding proviso
to be made by such investment banking firm), and such opinion shall have been
delivered to the Trustee.

                  (b)      Paragraph (a) of this Section 4.12 shall not prevent
the following:

                           (1)      the purchase of granules from an Affiliate
         of the Company, including ISP or a Subsidiary of ISP; PROVIDED that (i)
         subject to Section 4.12(c), the price and other terms shall not be less
         favorable to the Company than those set forth in the Granules Contract,
         or (ii) a nationally recognized investment banking firm or accounting
         firm has delivered a written opinion to the Company to the effect that
         either the terms thereof are fair to the Company from a financial point
         of view or are on terms at least as favorable to the Company as those
         available in comparable transactions in arms-length dealings from an
         unrelated Person;

                           (2)      the continuance of the Management Agreement
         (including with an Affiliate of the Company other than ISP) (i) in
         accordance with its terms or on terms no less favorable to the Company
         than those contained in the Management Agreement or (ii) on other terms
         PROVIDED that the Company shall have received the written opinion of a
         nationally recognized investment banking firm or accounting firm that
         either the terms thereof, from a financial point of view, are fair to
         the Company or are on terms at least as favorable to the Company as
         those available in comparable transactions in arms-length dealings from
         an unrelated Person;

                           (3)      any transaction between the Company or a
         Subsidiary thereof and its own employee stock ownership or benefit
         plan;

                           (4)      any transaction with an officer or director
         of the Company or any Subsidiary of the Company entered into in the
         ordinary course of business (including compensation or employee benefit
         arrangements with any such officer or director);

                           (5)      any business or transactions with an
         Unrestricted Affiliate;

                                       45
<PAGE>


                           (6)      borrowings by the Company or its
         Subsidiaries from Affiliates of the Company; PROVIDED that such loans
         are unsecured, are prepayable at any time without penalty, contain no
         restrictive covenants and the effective cost of borrowings thereunder
         do not exceed the interest rate then in effect from time to time under
         the Credit Agreement or any Refinancings thereof (or, if such agreement
         is not outstanding, under the unsecured bank debt of the Company); or

                           (7)      payments made pursuant to the Tax Sharing
         Agreement.

                  (c)      The Company shall not, and shall not permit any of
its Subsidiaries to, amend, modify or waive any provision of the Tax Sharing
Agreement or the Granules Contract in any manner which is significantly adverse
to the Company or the Holders (it being understood that an extension or
modification of any of the Granules Contract (or any similar granules purchase
contract) on terms at least as favorable to the Company as those available at
the time of the extension or modification (or any such new agreement) in a
comparable transaction in arms-length dealings with an unrelated Person shall
not be deemed significantly adverse to the Company or the Holders).

                  Section 4.13. LIMITATION ON DIVIDEND AND OTHER PAYMENT
RESTRICTIONS AFFECTING SUBSIDIARIES. The Company shall not, and shall not permit
any of its Subsidiaries (other than Non-Recourse Subsidiaries) to, directly or
indirectly, create or otherwise cause to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary to: (a) pay
dividends or make any other distributions on its Capital Stock or pay any Debt
owed to the Company or any of its Subsidiaries, (b) make loans or advances to
the Company or any of its Subsidiaries, (c) transfer any of its properties or
assets to the Company or (d) incur or suffer to exist Liens in favor of the
Holders, except for such encumbrances or restrictions existing under or by
reason of any of the following:

                           (1)      applicable law;

                           (2)      this Indenture and the indentures governing
         the Other Senior Notes;

                           (3)      customary provisions restricting subletting
         or assignment of any lease or license or other commercial agreement;

                           (4)      any instrument governing Acquired Debt of
         any Person, which encumbrance or restriction is not applicable to any
         Person, or the properties or assets of any Person, other than such
         Person and its Subsidiaries, or the property or assets of such Person
         and its Subsidiaries, so acquired;

                           (5)      the Liens specifically permitted by Section
         4.11; PROVIDED that such Liens and the terms governing such Liens do
         not, directly or indirectly, restrict the Company or its Subsidiaries
         from granting other Liens, except as to the assets subject to such
         Liens;

                           (6)      the Credit Agreement or other Debt existing
         on the Issue Date; and

                                       46
<PAGE>


                           (7)      any Refinancing of the Credit Agreement or
         any such other Debt existing on the Issue Date; PROVIDED that the terms
         and conditions of any such Refinancing agreements relating to the terms
         described in paragraphs (a)-(d) above are no less favorable to the
         Company than those contained in the agreements governing the Debt being
         Refinanced.

                  Section 4.14. CHANGE OF CONTROL. (a) In the event of any
Change of Control, each Holder shall have the right, at such Holder's option, to
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of that Holder's Securities pursuant to a Change of
Control offer on the date (the "CHANGE OF CONTROL PAYMENT DATE") which is 25
Business Days after the date the Change of Control Notice (as defined below) is
mailed or required to be mailed (or such later date as is required by applicable
law) at 101% of the principal amount thereof, plus accrued interest to the
Change of Control Payment Date (the "PUT AMOUNT").

                  (b)      The Company or, at the request of the Company, the
Trustee shall send, by first-class mail, postage prepaid, to all Holders, within
ten Business Days after the occurrence of each Change of Control, a notice of
the occurrence of such Change of Control (the "CHANGE OF CONTROL NOTICE"),
specifying a date by which a Holder must notify the Company of such Holder's
intention to exercise the repurchase right and describing the procedure that
such Holder must follow to exercise such right. The Company is required to
deliver a copy of such notice to the Trustee and to cause a copy of such notice
to be published in a daily newspaper of national circulation.

                  Each Change of Control Notice shall state:

                           (1)      that a Change of Control has occurred, that
         each Holder has the right to require the Company to repurchase all or
         any part of such Holder's Security at a purchase price in cash equal to
         their Put Amount, that the Change of Control offer is being made
         pursuant to this Section 4.14 and that all Securities tendered will be
         accepted for payment;

                           (2)      the purchase price and the Change of Control
         Payment Date;

                           (3)      that any Security not tendered will continue
         to accrue interest;

                           (4)      that, unless the Company defaults in making
         payment therefor, any Security accepted for payment pursuant to the
         change of control offer shall cease to accrue interest after the Change
         of Control Payment Date;

                           (5)      that Holders electing to have a Security
         purchased pursuant to a Change of Control offer will be required to
         surrender the Security, with the form entitled "Option of Holder to
         Elect Purchase" on the reverse of the Security completed, to the Paying
         Agent at the address specified in the notice prior to the close of
         business on the Business Day prior to the Change of Control Payment
         Date;

                           (6)      that Holders will be entitled to withdraw
         their election if the Paying Agent receives, not later than five
         Business Days prior to the Change of Control

                                       47
<PAGE>


         Payment Date, a facsimile transmission or letter setting forth the name
         of the Holder, the principal amount of the Securities the Holder
         delivered for purchase and a statement that such Holder is withdrawing
         his election to have such Security purchased;

                           (7)      that Holders whose Securities are purchased
         only in part will be issued new Securities in a principal amount equal
         to the unpurchased portion of the Securities surrendered;

                           (8)      that the Company has the right, pursuant to
         the provision described in paragraph 5(a) of the Securities, to
         purchase any securities not tendered as provided therein; and

                           (9)      the circumstances and relevant facts
         regarding such Change of Control, including but not limited to the
         identity of the purchaser and pro forma financial information.

                  No failure of the Company to give the foregoing notice shall
limit any Holder's right to exercise a repurchase right. The Company shall
comply with all applicable Federal and state securities laws in connection with
each Change of Control Notice.

                  On or before the Change of Control Payment Date, the Company
shall (i) accept for payment Securities or portions thereof tendered pursuant to
the Change of Control offer, (ii) deposit with the Paying Agent money sufficient
to pay the purchase price of all Securities so tendered and (iii) deliver to the
Trustee Securities so accepted together with an Officers' Certificate stating
the Securities or portions thereof being purchased by the Company. The Paying
Agent shall promptly mail to the Holders of Securities so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly authenticate
and mail to such Holders new Securities equal in principal amount to any
unpurchased portion of the Securities surrendered. Any Securities not so
purchased shall be promptly mailed by the Company to the Holder thereof. For
purposes of this Section 4.14, the Trustee shall act as the Paying Agent.

                  Section 4.15. LIMITATION ON ASSET SALES. (a) The Company shall
not, and shall not permit any of its Subsidiaries, directly or indirectly, to
consummate an Asset Sale unless:

                           (1)      the Company or such Subsidiary, as the case
         may be, receives consideration (including non-cash consideration, whose
         fair market value shall be determined in good faith by the Board of
         Directors of the Company or such Subsidiary, as evidenced by a Board
         Resolution) at the time of such Asset Sale at least equal to the fair
         market value of the assets sold or otherwise disposed of (as determined
         in good faith by its Board of Directors, as evidenced by a Board
         Resolution);

                           (2)      at least 75% of the consideration received
         by the Company or such Subsidiary, as the case may be, shall be cash or
         Cash Equivalents; PROVIDED that this clause (2) shall not prohibit any
         Asset Sale for which the Company or such Subsidiary, as the case may
         be, receives 100% of the consideration, directly or through the
         acquisition of Capital Stock of a Person, in operating assets; and

                                       48
<PAGE>


                           (3)      in the case of an Asset Sale by the Company
         or any of its Subsidiaries, the Company shall commit to apply the Net
         Cash Proceeds of such Asset Sale within 300 days of the consummation of
         such Asset Sale, and shall apply such Net Cash Proceeds within 360 days
         of receipt thereof,

                                    (i)      to invest in the businesses that
                           the Company and its Recourse Subsidiaries are engaged
                           in at the time of such Asset Sale or any like or
                           related business,

                                    (ii)     to pay or satisfy any Debt of the
                           Company or any of its Subsidiaries (other than Debt
                           which is subordinated by its terms to the Securities
                           or the Subsidiary Guarantees), including the Debt
                           referred to in the last sentence of the definition
                           thereof or make provision for the payment thereof,
                           through an escrow or other fund, and/or

                                    (iii)    to offer to purchase the Securities
                           in a tender offer (a "NET PROCEEDS OFFER") at a
                           redemption price equal to 100% of the principal
                           amount thereof plus accrued interest thereon to the
                           date of purchase; PROVIDED, HOWEVER, that the Company
                           shall, to the extent required under the indentures
                           governing the Other Senior Notes, (a) first offer to
                           purchase any outstanding 2006 Notes, in a tender
                           offer at a redemption price equal to 100% of the
                           principal amount thereof plus accrued interest
                           thereon to the date of purchase, (b) then offer to
                           purchase any outstanding 2007 Notes in a tender offer
                           at a redemption price equal to 100% of the principal
                           amount thereof plus accrued interest thereon to the
                           date of purchase, (c) then offer to purchase any
                           outstanding 2005 Notes in a tender offer at a
                           redemption price equal to 100% of the principal
                           amount thereof plus accrued interest thereon to the
                           date of purchase, and (d) then offer to purchase any
                           outstanding 2008 Notes in a tender offer at a
                           redemption price equal to 100% of the principal
                           amount thereof plus accrued interest thereon to the
                           date of purchase; PROVIDED, FURTHER, HOWEVER that the
                           Company may defer making a Net Proceeds Offer until
                           the aggregate Net Cash Proceeds from Asset Sales to
                           be applied pursuant to this clause (3)(iii) equal or
                           exceed $25,000,000.

Notwithstanding the foregoing provisions of this Section 4.15(a), (i) the
Company and its Subsidiaries may retain up to $10,000,000 of Net Cash Proceeds
from Asset Sales in any twelve-month period (without complying with clause (3)),
and (ii) any Asset Sale that would result in a Change of Control shall not be
governed by this Section 4.15 but shall be governed by the provisions described
under Section 4.14 and paragraph 5(a) of the Securities.

                  (b)      Notice of a Net Proceeds Offer shall be mailed or
caused to be mailed, by first class mail, by the Company, within 300 days after
the relevant Asset Sale to all Holders at their last registered addresses as of
a date within 15 days prior to the mailing of such notice, with a copy to the
Trustee. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Securities pursuant to the Net Proceeds Offer and
shall state the following terms:

                                       49
<PAGE>


                           (1)      that the Net Proceeds Offer is being made
         pursuant to this Section 4.15 and that all Securities tendered will be
         accepted for payment; PROVIDED that, if the aggregate principal amount
         of Securities tendered in a Net Proceeds Offer exceeds the aggregate
         amount available for the Net Proceeds Offer, the Company shall select
         the Securities to be purchased on a pro rata basis (with such
         adjustments as may be deemed appropriate by the Company, so that only
         Securities in denominations of $1,000 or multiples thereof shall be
         purchased);

                           (2)      the purchase price and the purchase date
         (which shall be determined in accordance with Section 4.15(a)) (the
         "PROCEEDS PURCHASE DATE");

                           (3)      that any Security not tendered will continue
         to accrue interest;

                           (4)      that, unless there is a default in making
         payment therefor, any Security accepted for payment pursuant to the Net
         Proceeds Offer shall cease to accrue interest after the Proceeds
         Purchase Date;

                           (5)      that Holders electing to have a Security
         purchased pursuant to a Net Proceeds Offer will be required to
         surrender the Security, with the form entitled "Option of Holder to
         Elect Purchase" on the reverse of the Security completed, to the Paying
         Agent at the address specified in the notice prior to the close of
         business on the Business Day prior to the Proceeds Purchase Date;

                           (6)      that Holders will be entitled to withdraw
         their election if the Paying Agent receives, not later than two
         Business Days prior to the Proceeds Purchase Date, a facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of the Securities the Holder delivered for purchase
         and a statement that such Holder is withdrawing his or her election to
         have such Securities purchased; and

                           (7)      that Holders whose Securities are purchased
         only in part will be issued new Securities in a principal amount equal
         to the unpurchased portion of the Securities surrendered.

                  The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Net Proceeds Offer.

                  On or before the Proceeds Purchase Date, the Company or such
Subsidiary of the Company, as the case may be, shall (i) accept for payment
Securities or portions thereof tendered pursuant to the Net Proceeds Offer which
are to be purchased in accordance with item (b)(l) above, (ii) deposit with the
Paying Agent money sufficient to pay the purchase price of all Securities to be
purchased and (iii) deliver to the Trustee Securities so accepted together with
an Officers' Certificate stating the Securities or portions thereof being
purchased by the Company. The Paying Agent shall promptly mail to the Holders of
Securities so accepted payment in an amount equal to the purchase price. For
purposes of this Section 4.15, the Trustee shall act as the Paying Agent.

                                       50
<PAGE>


                  Section 4.16. RESTRICTION ON TRANSFER OF CERTAIN ASSETS TO
SUBSIDIARIES. If the Company transfers or causes to be transferred, in one or a
series of related transactions, Material Assets to any one or more Non-Recourse
Subsidiaries of the Company, the Company shall cause each such transferee
Subsidiary to (i) execute and deliver to the Trustee a supplemental indenture in
form reasonably satisfactory to the Trustee pursuant to which such transferee
Subsidiary shall unconditionally Guarantee, on a senior basis, all the Company's
obligations under the Securities and (ii) deliver to the Trustee an Opinion of
Counsel that such supplemental indenture has been duly executed and delivered by
such transferee Subsidiary.

                  Section 4.17. INVESTMENT COMPANY ACT. The Company will not
take any action that would require it or any of its Subsidiaries to register as
an investment company under the Investment Company Act of 1940.

                  Section 4.18. GUARANTEES BY SUBSIDIARIES. The Company shall
not permit any Recourse Subsidiary that is not a Guarantor, directly or
indirectly, to Issue any Debt or Preferred Stock or to Guarantee or secure the
payment of any other Debt of the Company or any of its Recourse Subsidiaries,
unless such Subsidiary simultaneously executes and delivers a supplemental
indenture to this Indenture providing for a Subsidiary Guarantee of the payment
of the Securities by such Subsidiary; PROVIDED that this Section 4.18 not be
applicable to: (i) Acquired Debt; (ii) any Guarantee of any Subsidiary that
existed at the time such Person became a Subsidiary and was not incurred in
connection with, or in contemplation of, such Person becoming a Subsidiary;
(iii) any Guarantee arising under or in connection with performance bonds,
indemnity bonds, surety bonds or letters of credit or bankers' acceptances; or
(iv) Permitted Liens. If the Guaranteed Debt is a Subordinated Obligation, the
Guarantee of such Guaranteed Debt must be subordinated in right of payment to
the Subsidiary Guarantee to at least the extent that the Guaranteed Debt is
subordinated to the Securities or the applicable Subsidiary Guarantee.

                  Section 4.19. CONSENTS, ETC. The Company shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, pay or cause to
be paid any consideration, whether by way of interest, fee or otherwise, to any
Holder for or as an inducement to any consent, waiver or amendment of any terms
or provisions of the Securities unless such consideration is offered to be paid
or agreed to be paid to all Holders which so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or amendment

                  Section 4.20. SUSPENSION OF CERTAIN COVENANTS. During any
period of time that (a) the Securities have Investment Grade Ratings from both
Rating Agencies and (b) no Default or Event of Default has occurred and is
continuing under this Indenture, the Company and its Recourse Subsidiaries will
not be subject to the covenants of this Indenture described under Sections 4.09,
4.10, 4.12, 4.13, 4.15, 4.16 and 4.18 and clauses (3) and (4) of paragraph (a)
of Section 5.01 hereof (collectively, the "SUSPENDED COVENANTS"). If the Company
and its Recourse Subsidiaries are not subject to the Suspended Covenants for any
period of time as a result of the previous sentence and, subsequently, one, or
both, of the Rating Agencies withdraws its ratings or downgrades the ratings
assigned to the Securities below the required Investment Grade Ratings or a
Default or Event of Default occurs and is continuing, then the Company and its
Recourse Subsidiaries will thereafter again be subject to the Suspended
Covenants. The

                                       51
<PAGE>

ability of the Company and its Recourse Subsidiaries to make future Restricted
Payments after the time of such withdrawal, downgrade, Default or Event of
Default will be calculated as if the covenant contained within Section 4.10 had
been in effect during the entire period of time from the Issue Date.

                                   ARTICLE V

                              SUCCESSOR CORPORATION

                  Section 5.01. WHEN THE COMPANY MAY MERGE, ETC. (a) The Company
shall not consolidate with or merge with or into, or sell, assign, transfer or
lease all or substantially all of its properties and assets (either in one
transaction or in a series of related transactions) to, any Person, unless:

                    (1)    the Company shall be the continuing Person, or the
         resulting, surviving or transferee Person (if other than the Company)
         shall be a corporation organized and existing under the laws of the
         United States or any State thereof or the District of Columbia and
         shall expressly assume all the obligations of the Company under the
         Securities, this Indenture and the Security Documents, and the
         Securities, this Indenture and the Security Documents shall remain in
         full force and effect;

                    (2)    immediately after giving effect to such transaction
         (and treating any Debt which becomes an obligation of the resulting,
         surviving or transferee Person or any of its Subsidiaries as a result
         of such transaction as having been Issued by such Person or such
         Subsidiary at the time of such transaction), no Default or Event of
         Default shall have occurred and be continuing;

                    (3)    immediately after giving effect to such transaction,
         the resulting, surviving or transferee Person could Issue at least
         $1.00 of additional Debt under Section 4.09(a); and

                    (4)    immediately after giving effect to such transaction,
         the resulting, surviving or transferee Person shall have a Consolidated
         Net Worth in an amount which is not less than the Consolidated Net
         Worth of the Company immediately prior to such transaction.

                  (b) In connection with any consolidation, merger, sale,
assignment, transfer or lease contemplated by this Section 5.01, the Company
shall deliver, or cause to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, sale, assignment,
transfer or lease and the supplemental indenture in respect thereto comply with
Article V and the TIA and that all conditions precedent herein provided for
relating to such transaction have been complied with.

                  Section 5.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation or merger or any sale, assignment, transfer or lease of all or
substantially all of the assets of the Company in accordance with Section 5.01,
the successor corporation formed by such

                                       52
<PAGE>

consolidation or into which the Company is merged or to which such sale,
assignment, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture,
with the same effect as if such successor corporation had been named as the
Company herein, and the Company will be discharged from all obligations and
covenants under this Indenture and the Securities; PROVIDED, HOWEVER, that the
Company, in the case of (1) a sale, transfer, assignment, conveyance or other
disposition (unless such sale, transfer, assignment, conveyance or other
disposition is of all the assets of the Company as an entirety or virtually as
an entirety) or (2) a lease, shall not be released from any of the obligations
or covenants under this Indenture.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

                  Section 6.01. EVENTS OF DEFAULT. An "EVENT OF DEFAULT" occurs
if:

                    (1)    the Company defaults in the payment of interest on
         any Security when the same becomes due and payable and the default
         continues for a period of 30 days;

                    (2)    (i) the Company defaults in the payment of the
         principal of any Security when the same becomes due and payable at
         maturity or otherwise or (ii) the Company fails to redeem or repurchase
         Securities when required pursuant to this Indenture or the Securities;

                    (3)    the Company fails to comply with the provisions of
         Article V or Section 10.08;

                    (4)    the Company fails to comply for 30 days after notice
         with any of its obligations under Sections 4.03, 4.06 and 4.09 through
         4.18 and paragraph 5(a) of the Securities, inclusive;

                    (5)    the Company fails to comply for 60 days after notice
         with its other agreements contained in this Indenture, the Securities,
         the Subsidiary Guarantees or the Security Documents (other than those
         referred to in clauses (1)-(4) above);

                    (6)    principal of or interest on Debt of the Company or
         any of its Significant Subsidiaries is not paid within any applicable
         grace period or is accelerated by the holders thereof because of a
         default and the total amount that is unpaid or accelerated exceeds
         $25,000,000 or its foreign currency equivalent and such default
         continues for 5 days after notice;

                    (7)    the Company or any of its Significant Subsidiaries
         (A) admits in writing its inability to pay its debts generally as they
         become due, (B) commences a voluntary case or proceeding under any
         Bankruptcy Law with respect to itself, (C) consents to the entry of a
         judgment, decree or order for relief against it in an involuntary case
         or proceeding under any Bankruptcy Law, (D) consents to the appointment
         of a Custodian of it or for substantially all of its property, (E)
         consents to or acquiesces in the

                                       53
<PAGE>

         institution of a bankruptcy or an insolvency proceeding against it, (F)
         makes a general assignment for the benefit of its creditors, or (G)
         takes any corporate action to authorize or effect any of the foregoing;
         or

                    (8)    any judgment or order for the payment of money in
         excess of $25,000,000 in the aggregate is rendered against the Company
         or any of its Significant Subsidiaries and (i) there is a period of 60
         days following the entry of such judgment or order during which such
         judgment or order is not discharged, waived or the execution thereof
         stayed and such default continues for 10 days after the notice
         specified below or (ii) foreclosure proceedings therefor have begun and
         have not been stayed within five days of the commencement of such
         foreclosure proceeding.

                  A Default under clauses (4), (5), (6) or (8) is not an Event
of Default until the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Securities notify the Company in writing of
the Default, and the Company does not cure the Default within the time specified
in such clause after receipt of such notice. Such notice shall be given by the
Trustee if so requested in writing by the Holders of at least 25% in aggregate
principal amount of the outstanding Securities. When a Default under clause (4),
(5), (6) or (8) is cured or remedied within the specified period, it ceases to
exist.

                  Section 6.02. ACCELERATION. If an Event of Default (other than
an Event of Default with respect to the Company specified in Section 6.01(7)
occurs and is continuing, the Trustee, by written notice to the Company, or the
Holders of at least 25% in aggregate principal amount of the outstanding
Securities, by written notice to the Company and the Trustee, may declare all
unpaid principal of and accrued interest on the Securities then outstanding to
be due and payable (the "DEFAULT Amount"). Upon a declaration of acceleration,
such amount shall be due and payable immediately.

                  If an Event of Default with respect to the Company specified
in Section 6.01(7) occurs, the Default Amount shall IPSO FACTO become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

                  The Holders of a majority in aggregate principal amount of the
Securities then outstanding, by written notice to the Trustee and the Company,
may rescind an acceleration with respect to the Securities and its consequences
if (i) all existing Defaults and Events of Default, other than the non-payment
of the principal of the Securities which has become due solely by such
declaration of acceleration, have been cured or waived, (ii) to the extent the
payment of such interest is lawful, interest on overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid and
(iii) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction.

                  Section 6.03. OTHER REMEDIES. Notwithstanding any other
provision of this Indenture, if an Event of Default occurs and is continuing and
the Holders are entitled to payment as a result of acceleration, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of and/or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                                       54
<PAGE>

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  Section 6.04. WAIVER OF PAST DEFAULTS. Subject only to the
provisions of Sections 6.07 and 9.02, the Holders of a majority in aggregate
principal amount of the outstanding Securities by notice to the Trustee may
waive an existing Default or Event of Default and its consequences, except a
Default or Event of Default in payment of principal or interest on any Security
as specified in clauses (1) and (2) of Section 6.01. When a Default or Event of
Default is waived, it is cured and ceases to exist.

                  Section 6.05. CONTROL BY MAJORITY. The Holders of a majority
in aggregate principal amount of the outstanding Securities may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or
this Indenture or that the Trustee determines is unduly prejudicial to the
rights of any other Holder or that would involve the Trustee in personal
liability. The Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

                  Section 6.06. LIMITATION ON REMEDIES. Except as provided in
Section 6.07, a Holder may not pursue any remedy with respect to this Indenture
or the Securities unless:

                    (1)    such Holder has previously given the Trustee written
         notice that an Event of Default is continuing,

                    (2)    Holders of at least 25% in aggregate principal amount
         of the outstanding Securities have made a written request to the
         Trustee to pursue the remedy,

                    (3)    such Holders have offered the Trustee reasonable
         security or indemnity against any loss, liability or expense,

                    (4)    the Trustee has not complied with such request within
         60 days after the receipt of the request and the offer of security or
         indemnity; and

                    (5)    the Holders of a majority in aggregate principal
                           amount of the outstanding Securities have not given
         the Trustee a direction inconsistent with such request within such
         60-day period.

                  A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over such
other Securityholder.

                  Section 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of the principal amount of and interest on the
Security, on or after the respective due dates expressed in

                                       55
<PAGE>

the Security, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

                  Section 6.08. COLLECTION SUIT BY TRUSTEE. If an Event of
Default specified in clause (1) or (2) of Section 6.01 occurs and is continuing,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company or any other obligor on the Securities for the whole
amount of the principal amount, together with, to the extent that payment of
such interest is lawful, interest on overdue principal, at the rate PER ANNUM
specified in the Securities, and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

                  Section 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Securityholders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Securities),
its creditors or its property. The Trustee shall be entitled and empowered to
participate as a member, voting or otherwise, of any offical committee of
creditors appointed in such matter and to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceedings is hereby authorized by each
Securityholder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to the Trustee for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
7.07. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

                  Section 6.10. PRIORITIES. If the Trustee collects any money
pursuant to this Article VI, it shall pay out the money in the following order:

                  First:  to the Trustee for amounts due under Section 7.07;

                  Second: to Securityholders for amounts due and unpaid on the
Securities ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities for the principal amount and interest,
respectively; and

                  Third:  to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10.

                  Section 6.11. UNDERTAKING FOR COSTS. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the

                                       56
<PAGE>

suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by any Holder or a group of Holders of more
than 10% in principal amount of the outstanding Securities.

                  Section 6.12. RESTORATION OF RIGHTS AND REMEDIES. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then, and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                  Section 6.13. NOTIFICATION TO COLLATERAL AGENT. If an Event of
Default occurs and is continuing, the Trustee shall notify the Collateral Agent
(as defined in the Collateral Agent Agreement) of such default pursuant to the
terms of the Collateral Agent Agreement and take any action as may be required
thereby.

                                   ARTICLE VII

                                     TRUSTEE

                  Section 7.01. RIGHTS OF TRUSTEE. (A) GENERAL. The duties and
responsibilities of the Trustee shall be as provided by the TIA and as set forth
herein. Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not herein expressly so
provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Article VII.

                  (B) CERTAIN RIGHTS OF TRUSTEE. Subject to TIA Sections 315(a)
through (d):

                  (i) the Trustee may conclusively rely, and shall be protected
         in acting or refraining from acting, upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document believed by it to be genuine and to have
         been signed or presented by the proper Person;

                  (ii) before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel, which shall
         conform to SECTION 12.05. The Trustee shall not be liable for any
         action it takes or omits to take in good faith in reliance on such
         Officers' Certificate or Opinion of Counsel;

                                       57
<PAGE>

                  (iii) the Trustee may act through its attorneys and agents and
         shall not be responsible for the misconduct or negligence of any
         attorney or agent appointed with due care by it hereunder;

                  (iv) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders of Securities unless such Holders
         shall have offered to the Trustee security or indemnity reasonably
         satisfactory to it against the costs, expenses and liabilities that
         might be incurred by it in compliance with such request or direction;

                  (v) the Trustee shall not be liable for any action it takes or
         omits to take in good faith that it believes to be authorized or within
         its rights or powers, PROVIDED that the Trustee's conduct does not
         constitute negligence or bad faith;

                  (vi) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company personally or by agent or
         attorney;

                  (vii) the Trustee may consult with counsel of its selection
         and the advice of such counsel or any Opinion of Counsel shall be full
         and complete authorization and protection in respect to any action
         taken, suffered or omitted by it hereunder in good faith and in
         reliance thereon;

                  (viii) the Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Trust Officer of the Trustee has
         actual knowledge thereof or unless written notice of any event which is
         in fact such a default is received by the Trustee at the Corporate
         Trust Office of the Trustee, and such notice references the Securities
         and this Indenture;

                  (ix) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and to each agent,
         custodian and other Person employed to act hereunder;

                  (x) the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded; and

                  (xi) in the event that the Company is required to pay Special
         Interest, the Company will provide written notice to the Trustee of its
         obligation to pay the Special

                                       58
<PAGE>

         Interest no later than the Record Date for the next Interest Payment
         Date, which notice shall set forth the amount of the Special Interest
         to be paid by the Company on such Interest Payment Date. The Trustee
         shall not at any time be under any duty or responsibility to any Holder
         to determine the increased interest rate, or with respect to the
         nature, extent or calculation of the amount of such Special Interest,
         or with respect to the method employed in its calculation.

                  Section 7.02. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or any of its Affiliates with the same
rights it would have if it were not Trustee. Any Agent or Affiliate (including
without limitation the Initial Purchasers) may do the same with like rights.
However, the Trustee is subject to TIA ss.ss. 310(b) and 311.

                  Section 7.03. MONEY HELD IN TRUST. The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree
in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

                  Section 7.04. TRUSTEE'S DISCLAIMER. The Trustee makes no
representation as to the legality or validity or adequacy of this Indenture or
the Securities, it shall not be accountable for the Company's use of the
proceeds from the Securities, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement in the Securities other than its
certificate of authentication.

                  Section 7.05. NOTICE OF DEFAULTS. If a Default occurs and is
continuing and is known to the Trustee, the Trustee shall mail to each Holder
notice of the Default within 90 days after it occurs. Except in the case of a
Default in the payment of the principal of or interest on any Security, the
Trustee may withhold notice if and so long as a committee of its Trust Officers
in good faith determines that withholding notice is in the interests of the
Holders.

                  Section 7.06. REPORTS BY TRUSTEE TO HOLDERS. Within 60 days
after each May 15 beginning with the May 15 following the Issue Date, the
Trustee shall mail to each Securityholder a report dated as of May 15 as to the
matters set forth in TIA ss. 313(a) if required by TIA ss. 313(a). The Trustee
also shall comply with TIA ss.ss. 313(b) and 313(c).

                  A copy of each such report at the time of its mailing to
Securityholders shall be filed with the Commission and each stock exchange, if
any, on which the Securities are listed.

                  The Company shall promptly notify the Trustee in writing if
the Securities become listed on any national securities exchange or of any
delisting thereof.

                  Section 7.07. COMPENSATION AND INDEMNITY. The Company and the
Guarantors, jointly and severally, agree that they shall pay to the Trustee from
time to time such compensation as the Company and the Trustee shall agree in
writing for its services. The Trustee's compensation shall not be limited by any
law on compensation relating to the trustee of an express trust. The Company and
the Guarantors, jointly and severally, agree that they shall reimburse the
Trustee upon request for all reasonable disbursements, expenses and advances

                                       59
<PAGE>

incurred or made by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel. Such expenses
shall also include any taxes or other reasonable costs incurred by the trust
created under Section 8.01.

                  The Company and the Guarantors, jointly and severally, shall
indemnify each of the Trustee and any predecessor Trustee for, and hold it
harmless against, any and all loss, damage, claim or liability or expense,
including taxes (other than taxes based on the income of the Trustee) arising of
or incurred by it in connection with the acceptance or administration of this
trust and its duties hereunder, including the costs and expenses of enforcing
this Indenture against the Company or the Guarantors (including this Section
7.07) of defending itself against any claim (whether asserted by any Holder, the
Company or any Guarantor) or liability in connection with the acceptance,
exercise or performance of any of its powers or duties hereunder. The Trustee
shall notify the Company promptly of any claim asserted against the Trustee for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder unless the Company is
actually prejudiced thereby. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not reimburse the Trustee for any expense or indemnify the Trustee against
any loss or liability incurred by the Trustee through negligence or bad faith.

                  To secure the Company's and the Guarantors' payment
obligations in this Section 7.07, the Trustee shall have a Lien prior to the
Securities on all money or property held or collected by the Trustee except
money or property held in trust to pay principal or interest on particular
Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01(7), the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  The Company's and the Guarantors' obligations under this
Section 7.07 and any Lien arising hereunder shall survive the resignation or
removal of any Trustee, the discharge of the Company's obligations pursuant to
Article VIII and/or the termination of this Indenture.

                  Section 7.08. REPLACEMENT OF TRUSTEE. A resignation or removal
of the Trustee and the appointment of a successor Trustee shall become effective
only upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08. The Trustee may resign by so notifying the Company in writing at
least 30 days prior to the date of the proposed resignation. The Holders of a
majority in aggregate principal amount of the outstanding Securities may remove
the Trustee by so notifying a Trust Officer of the Trustee in writing and may
appoint a successor Trustee with the Company's consent. The Company may remove
the Trustee if:

                    (1)    the Trustee fails to comply with Section 7.10;

                    (2)    the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                                       60
<PAGE>

                    (3)    a receiver or other public officer takes charge of
         the Trustee or its property; or (4) the Trustee becomes incapable of
         acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. The Trustee shall be entitled to payment of its fees and
reimbursement of its expenses while acting as Trustee, and to the extent such
amounts remain unpaid, the Trustee that has resigned or has been removed shall
retain the Lien afforded by Section 7.07. Within one year after the successor
Trustee takes office, the Holders of a majority in aggregate principal amount at
maturity of the outstanding Securities may appoint a successor Trustee to
replace the successor Trustee appointed by the Company.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately thereafter,
subject to the Lien provided in Section 7.07, the retiring Trustee shall
transfer all property held by it as Trustee to the successor Trustee, the
resignation or removal of the retiring Trustee shall become effective and the
successor Trustee shall have all the rights, powers and duties of the retiring
Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Securityholder.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in aggregate principal amount of the
outstanding Securities may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If any Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee. Any successor Trustee
shall comply with TIA ss. 310(a)(5).

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's and the Guarantors' obligations under Section 7.07
shall continue for the benefit of the retiring Trustee.

                  Section 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee, if
such corporation or association complies with Section 7.10.

                  Section 7.10. ELIGIBILITY: DISQUALIFICATION. This Indenture
shall always have a Trustee who satisfies the requirements of TIA ss. 310(a)(l).
The Trustee shall have (or, in the case of a corporation included in a bank
holding company system, the related bank holding company subsidiary shall have)
a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee also shall comply with
TIA ss. 310(b).

                                       61
<PAGE>

                  Section 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
COMPANY. The Trustee is subject to TIA ss. 311(a), excluding from the operation
of TIA ss. 311(a) any creditor relationship listed in TIA ss. 311(b). A Trustee
who has resigned or been removed shall be subject to TIA ss. 311(a) to the
extent indicated therein.

                  Section 7.12. DUTIES OF TRUSTEE. (A) If an Event of Default
has occurred and is continuing, the Trustee shall exercise such of the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

                  (B) Except during the continuance of an Event of Default:

                    (1)    the Trustee need perform only those duties as are
         specifically set forth in this Indenture and no others and no implied
         covenants or obligation shall be read into this Indenture against the
         Trustee; and

                    (2)    in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and which conform to the requirements
         of this Indenture; however, in the case of any such certificates or
         opinions which by any provision hereof are specifically required to be
         furnished to the Trustee, the Trustee shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture.

                  (C) The Trustee shall not be relieved from liability for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                    (1)    this paragraph does not limit the effect of paragraph
         (B) of this Section 7.12;

                    (2)    the Trustee shall not be liable for any error of
         judgment made in good faith by a Trust Officer, unless it is proved
         that the Trustee was negligent in ascertaining the pertinent facts; and

                    (3)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05.

                  (D) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

                  (E) Every provision of this Indenture that in any way relates
to the Trustee is subject to Sections 7.12(A), (B), (C) and (D).

                                       62
<PAGE>

                  Section 7.13. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE
COMPANY. Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  Section 8.01. DISCHARGE OF LIABILITY ON SECURITIES;
DEFEASANCE. (a) This Indenture, subject to Sections 8.01(c) and 8.06, will be
discharged and will cease to be of further effect as to all Securities issued
hereunder, when:

                    (1)    either (a) all Securities that have been
         authenticated (except lost, stolen or destroyed Securities that have
         been replaced or paid and Securities for whose payment money has
         theretofore been deposited in trust and thereafter repaid to the
         Company as provided in Section 8.04) have been delivered to the Trustee
         for cancellation; or (b) (i) all Securities that have not theretofore
         been delivered to the Trustee for cancellation have become due and
         payable by reason of the giving of a notice of redemption or otherwise
         or will become due and payable within one year and (ii) the Company or
         any Guarantor has irrevocably deposited or caused to be deposited with
         the Trustee as trust funds in trust solely for the benefit of the
         Holders, cash in U.S. Dollars sufficient, or U.S. Government
         Obligations the principal of and interest on which shall be sufficient,
         or a combination thereof, in such amounts as will be sufficient (in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee) without consideration of any reinvestment of any interest
         thereon, to pay and discharge the entire indebtedness on such
         Securities not theretofore delivered to the Trustee for cancellation
         for principal, premium and Special Interest, if any, and accrued and
         unpaid interest to the date of Stated Maturity or redemption;

                    (2)    no Default or Event of Default shall have occurred
         and be continuing on the date of the deposit described in clause (1) of
         this paragraph (a) or shall occur as a result of such deposit and such
         deposit will not result in a breach or violation of, or constitute a
         default under, any other instrument to which the Company or any
         Guarantor is a party or by which the Company or any Guarantor is bound;

                    (3)    the Company or any Guarantor has paid or caused to be
         paid all sums payable by it under this Indenture; and

                                       63
<PAGE>

                    (4)    the Company has delivered irrevocable instructions to
         the Trustee under this Indenture to apply the deposited money toward
         the payment of the Securities at maturity or the redemption date, as
         the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee, which complies with Section 12.05 and which states that
all conditions precedent to satisfaction and discharge have been satisfied.

                  The Trustee shall acknowledge satisfaction and discharge of
this Indenture on demand of the Company accompanied by an Officers' Certificate
and an Opinion of Counsel as to the satisfaction of all conditions to such
satisfaction and discharge of this Indenture and at the cost and expense of the
Company.

                  (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Company
may at any time terminate (i) all its obligations and all obligations of the
Guarantors under the Securities and this Indenture ("LEGAL DEFEASANCE"), or (ii)
its obligations under Sections 4.06, 4.09 through 4.18, inclusive, and the
operation of Section 6.01(3), 6.01(4), 6.01(5), 6.01(6), 6.01(7) (with respect
only to Significant Subsidiaries) and 6.01(8) and the limitations contained in
Section 5.01(a)(3) and (4) ("COVENANT DEFEASANCE").

                  The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If the
Company exercises its legal defeasance option, payment of the Securities may not
be accelerated because of an Event of Default with respect thereto. If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Section 6.01(3),
6.01(4), 6.01(5), 6.01(6), 6.01(7) (with respect only to Significant
Subsidiaries) or 6.01(8) or because of the failure of the Company to comply with
clause (3) or (4) in Section 5.01(a).

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.04, 8.05 and
8.06 and each Guarantor's Guarantee of such obligations under its Subsidiary
Guarantee shall survive until the Securities have been paid in full. Thereafter,
the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

                  Section 8.02. CONDITIONS TO DEFEASANCE. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

                    (1)    the Company irrevocably deposits in trust (the
         "DEFEASANCE TRUST") with the Trustee money or U.S. Government
         Obligations for the payment of principal and interest (if any) on the
         Securities to redemption or maturity, as the case may be;

                    (2)    the Company delivers to the Trustee a certificate
         from a nationally recognized firm of independent accountants expressing
         their opinion that the payments of principal and interest when due and
         without reinvestment on the deposited U.S.

                                       64
<PAGE>

         Government Obligations plus any deposited money without investment will
         provide cash at such times and in such amounts as will be sufficient to
         pay principal and interest, if any, when due on all the Securities to
         maturity or redemption, as the case may be;

                    (3)    no Default has occurred and is continuing on the date
         of such deposit and after giving effect thereto;

                    (4)    the deposit does not constitute a default under any
         other agreement binding on the Company;

                    (5)    the Company delivers to the Trustee an Opinion of
         Counsel to the effect that the trust resulting from the deposit does
         not constitute, or is qualified as, a regulated investment company
         under the Investment Company Act of 1940;

                    (6)    the Company delivers to the Trustee an Opinion of
         Counsel stating that the Securityholders will not recognize income,
         gain or loss for federal income tax purposes as a result of such
         deposit and defeasance and will be subject to federal income tax on the
         same amount and in the same manner and at the same times as would have
         been the case if such deposit and defeasance had not occurred, and, in
         the case of legal defeasance only, such Opinion of Counsel shall be
         based on a ruling received from or published by the Internal Revenue
         Service or a change, since the date of this Indenture, in the
         applicable federal income tax law, and

                    (7)    the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Securities as
         contemplated by this Article VIII have been complied with.

                  Notwithstanding the foregoing provisions of this Section, the
conditions set forth in the foregoing paragraphs (2), (3), (4), (5), (6) and (7)
need not be satisfied so long as, at the time the Company makes the deposit
described in paragraph (1), (i) no Default under Section 6.01(1), 6.01(2),
6.01(7) or 6.01(8) has occurred and is continuing on the date of such deposit
and after giving effect thereto and (ii) either (x) a notice of redemption has
been mailed pursuant to Section 3.03 providing for redemption of all the
Securities 30 days after such mailing and the provisions of Section 3.01 with
respect to such redemption shall have been complied with or (y) the Stated
Maturity of all of the Securities will occur within 30 days. If the conditions
of the preceding sentence are satisfied the Company shall be deemed to have
exercised its covenant defeasance option.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article III and paragraph 5(a) of the Securities (including by
utilizing amounts under deposit).

                  Section 8.03. APPLICATION OF TRUST MONEY. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article VIII. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest, if any, on the
Securities.

                                       65
<PAGE>

                  Section 8.04. REPAYMENT TO COMPANY. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal and interest, if any, that remains
unclaimed for two years, and, thereafter, Securityholders entitled to the money
must look to the Company for payment as general creditors.

                  Section 8.05. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charges imposed on or assessed against U.S. Government Obligations deposited
with the Trustee hereunder or the principal and interest received on such U.S.
Government Obligations.

                  Section 8.06. REINSTATEMENT. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VIII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VIII; PROVIDED that, if the Company
has made any payment of interest, if any, on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  Section 9.01. WITHOUT CONSENT OF HOLDERS. The Company, when
authorized by a resolution of its Board of Directors, and the Trustee may amend
or supplement this Indenture, the Securities, the Subsidiary Guarantees and the
Security Documents without notice to or consent of any Holder to:

                    (1)    cure any ambiguity, omission, defect or
         inconsistency,

                    (2)    provide for the assumption by a Surviving Person of
         the obligations of the Company (or a Guarantor, as the case may be)
         under this Indenture or any Security Document,

                    (3)    provide for uncertificated Securities in addition to
         or in place of certificated Securities (PROVIDED that the
         uncertificated Securities are issued in registered form for purposes of
         Section 163(f) of the Code, or in a manner such that the uncertificated
         Securities are described in Section 163(f)(2)(B) of the Code),

                                       66
<PAGE>

                    (4)    comply with any requirement of the Commission in
         order to effect or maintain the qualification of this Indenture under
         the TIA,

                    (5)    add Subsidiary Guarantees with respect to the
         Securities or confirm and evidence the release, termination or
         discharge of any security or Subsidiary Guarantee when such release,
         termination or discharge is permitted by this Indenture,

                    (6)    secure the Securities,

                    (7)    make any change that would provide any additional
         benefits or rights to Holders or that does not adversely affect the
         rights of any Holder,

                    (8)    add any additional properties or assets as
         Collateral,

                    (9)    provide for the issuance of Additional Securities in
         accordance with this Indenture, or

                    (10)   release any Guarantor from its obligations hereunder
         in accordance with Section 10.09.

                  Notwithstanding clauses (1) through (10) above, the Company
and the Trustee may not make any change that adversely affects the rights of any
Holder.

                  Section 9.02. WITH CONSENT OF HOLDERS. Subject to Section
6.07, the Company, when authorized by resolution of its Board of Directors, and
the Trustee may amend this Indenture, the Securities or the Subsidiary
Guarantees with the written consent of the Holders of a majority in aggregate
principal amount of the Securities then outstanding, and the Holders of a
majority in aggregate principal amount of the Securities then outstanding by
written notice to the Trustee may waive future compliance by the Company with
any provision of this Indenture, the Securities or the Subsidiary Guarantees.

                  Notwithstanding the provisions of this Section 9.02, without
the consent of each Securityholder affected, an amendment or waiver, including a
waiver pursuant to Section 6.04, may not:

                  (A) change the Stated Maturity of the principal of, or any
installment of interest on, any Security or reduce the principal amount thereof,
the rate of interest thereon or any premium payable upon the redemption thereof,
or change the coin or currency in which any Security or any premium or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment after the stated maturity thereof;

                  (B) reduce the percentage in principal amount of the
outstanding Securities, the consent of the Holders of which is required (x) to
modify or amend this Indenture or any Security Documents or (y) for any waiver
of compliance with certain provisions of this Indenture or certain Defaults
hereunder and their consequences provided for in this Indenture;

                  (C) modify any of the provisions relating to supplemental
indentures requiring the consent of Holders or relating to the waiver of

                                       67
<PAGE>

past defaults or relating to the waiver of certain covenants, except to increase
any such percentage of outstanding Securities required for such actions or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of each Holder affected thereby;

                  (D) waive a default in the payment of the principal of or
interest on any Security or modify or waive the Company's obligation to
repurchase Securities under Section 4.14 or 4.15;

                  (E) except as otherwise permitted by Article V and Section
10.08, consent to the assignment or transfer by the Company or a Guarantor of
any of its rights and obligations under this Indenture;

                  (F) make any change in this Section 9.02 or Section 6.04 or
6.07;

                  (G) modify or change any provision of this Indenture affecting
the ranking of the Securities or the Subsidiary Guarantees in a manner adverse
to the Holders (it being understood that amendments or waivers of Security
Documents or releases of Collateral do not relate to ranking);

                  (H) except as otherwise permitted under Article V and Section
10.08, consent to the assignment or transfer by the Company or a Guarantor of
any of its rights and obligations under this Indenture;

                  (I) change the time at which any note must be redeemed or
repaid in accordance with the terms of this Indenture and the Securities; or

                  (J) release any Guarantor from any of its obligations under
its Subsidiary Guarantee or this Indenture other than in accordance with the
provisions of this Indenture, or amend or modify any provision relating to such
release.

                  It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof. Any amendment, waiver or consent shall be deemed effective
upon receipt by the Trustee of the necessary consents and shall not require
execution of any supplemental indenture to be effective.

                  After an amendment or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of each Security affected
thereby, with a copy to the Trustee, a notice briefly describing the amendment
or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amendment, waiver or consent. Except as otherwise provided in this Section
9.02, the Holders of a majority in aggregate principal amount of the Securities
then outstanding may waive compliance in a particular instance by the Company
with any provisions of this Indenture or the Securities.

                  Section 9.03. REVOCATION AND EFFECT OF CONSENTS. Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
is a continuing consent by such Holder and every subsequent Holder of a Security
or portion of a Security that evidences

                                       68
<PAGE>

the same debt as the consenting Holder's Security, even if notation of the
consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of a Security. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective.

                  After an amendment, supplement or waiver becomes effective in
accordance with the terms hereof, it shall bind every Securityholder; PROVIDED
that if such amendment, supplement or waiver makes a change described in any of
clauses (A) through (J) of Section 9.02, such amendment, supplement or waiver
shall bind each Holder of a Security who has consented to it; and PROVIDED,
FURTHER, that if notice of such amendment, supplement or waiver is reflected on
a Security that evidences the same debt as the consenting Holder's Security,
such amendment, supplement or waiver shall bind every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting
Holder's Security.

                  Section 9.04. RECORD DATE. The Company shall be permitted to
set a record date for purposes of determining the identity of Securityholders
entitled to vote or consent on any matter arising under this Indenture. In the
Company's sole discretion, the record date shall be either (i) the record date
as determined pursuant to ss. 316(c) of the TIA or (ii) such other record date
as the Company shall select.

                  Section 9.05. NOTATION ON OR EXCHANGE OF SECURITIES. If an
amendment, supplement or waiver changes the terms of a Security, the Trustee may
(and, at the request of the Company, shall) require the Holder of the Security
to deliver it to the Trustee. The Trustee may (and, at the request of the
Company, shall) place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may (and, at the request of
the Company, shall) place an appropriate notation on any Security thereafter
authenticated. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.

                  Section 9.06. TRUSTEE MAY SIGN AMENDMENTS, ETC. The Trustee
shall sign any amendment, supplement or waiver authorized pursuant to this
Article IX if the amendment, supplement or waiver does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment, supplement or waiver, the Trustee shall be entitled to receive and,
subject to TIA ss. 315(a) through (d), shall be fully protected in relying upon,
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
such amendment, supplement or waiver is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company and enforceable against the Company in accordance with
its terms.

                  Section 9.07. COMPLIANCE WITH TIA. Every amendment or
supplement to this Indenture or Securities shall comply with the TIA as then in
effect.

                  Section 9.08. AMENDMENT TO THE COLLATERAL AGENT AGREEMENT. The
Company shall not enter into any modification or amendment of the Collateral
Agent Agreement that materially adversely affects the rights of any Holder
without the written consent of the Trustee.

                                       69
<PAGE>

                                   ARTICLE X

                              SUBSIDIARY GUARANTEES

                  Section 10.01. GUARANTEE. Subject to Section 10.07, each
Guarantor, jointly and severally, hereby unconditionally and irrevocably
guarantees to each Holder and, with respect only to clause (b) below, to the
Trustee (a "SUBSIDIARY GUARANTEE"), the following obligations: (a) the full and
punctual payment of principal, premium, if any, and interest on the Securities
when due, whether at maturity, by acceleration, by redemption or otherwise, and
all other monetary obligations of the Company under this Indenture and the
Securities and (b) the full and punctual performance within applicable grace
periods of all other obligations of the Company under this Indenture (including,
without limitation, the compensation and other payment obligations to the
Trustee hereunder) and the Securities (all the foregoing being hereinafter
collectively called the "GUARANTEED OBLIGATIONS"). Each Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in part,
without notice or further assent from such Guarantor and that such Guarantor
will remain bound under the terms hereof notwithstanding any extension or
renewal of any Guaranteed Obligation.

                  Each Guarantor agrees that its Subsidiary Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Guaranteed Obligations.

                  Each Guarantor hereby agrees that its obligations hereunder
shall be as if it was principal debtor and not merely surety. The obligations of
each Guarantor hereunder are independent of the obligations of any other
Guarantor, the Company, any Subsidiary thereof or any other Person, and, subject
to Section 10.05, a separate action or actions may be brought and prosecuted
against each Guarantor whether or not action is brought against any other
Guarantor, the Company, any Subsidiary thereof or any other Person and whether
or not any other Guarantor, the Company or any Subsidiary thereof be joined in
any such action or actions. Any payment by the Company or any Subsidiary thereof
or other circumstance which operates to toll any statute of limitations as to
the Company or any such Subsidiary shall operate to toll the statute of
limitations as to each Guarantor.

                  So long as the exercise of such right does not impair the
rights of any Holder under any Subsidiary Guarantee, each Guarantor that makes a
payment or distribution under a Subsidiary Guarantee shall have the right to
seek contribution from each other Guarantor in an amount PRO RATA, based on the
net assets of each Guarantor determined in accordance with GAAP.

                  Section 10.02. UNCONDITIONAL OBLIGATIONS. The obligations of
each Guarantor hereunder shall not be discharged except by complete performance
of the Guaranteed Obligations as contemplated in this Indenture and the
Securities. The obligations of each Guarantor hereunder shall not be affected by
(a) the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under this
Indenture, the Securities or any other agreement or otherwise; (b) any extension
or renewal of any agreement referred to in clause (a) of this paragraph; (c) any
rescission, waiver,

                                       70
<PAGE>

amendment or modification of any of the terms or provisions of this Indenture,
the Securities or any other agreement; (d) the release of any security held by
any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the
failure of any Holder or Trustee to exercise any right or remedy against any
other Guarantor of the Guaranteed Obligations or any other Person; or (f) except
as provided in Section 10.08, any change in the ownership of such Guarantor;
PROVIDED, HOWEVER, that, notwithstanding the foregoing, no such extension,
renewal, rescission, waiver, amendment or modification shall, without the
written consent of the Guarantors, increase the principal amount of a Security
or the interest rate thereon or change the currency of payment with respect to
any Security, or alter the Stated Maturity thereof. Each Guarantor hereby waives
notice of acceptance of its Subsidiary Guarantee herein and notice of any
liability to which it may apply, and waives promptness, diligence, presentment,
demand of payment, protest, notice of dishonor or any right to require a
proceeding or the taking of other action by the Trustee or any Holder against,
and any other notice to, any other Guarantor or the Company.

                  Section 10.03. CONTINUING GUARANTEE. Each Guarantor's
Subsidiary Guarantee herein is a continuing one and all liabilities to which it
applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. No failure or delay on the part of any
Holder in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
expressly specified are cumulative and not exclusive of any rights or remedies
which any Holder would otherwise have. No notice to or demand on any Guarantor
in any case shall entitle such Guarantor to any other further notice or demand
in similar or other circumstances or constitute a waiver of the rights of any
Holder to any other or further action to any circumstances without notice or
demand. It is not necessary for any Holder to inquire into the capacity or
powers of the Company or any Subsidiary thereof or the officers, directors,
partners or agents acting or purporting to act on its behalf, and any
indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

                  Section 10.04. SUBROGATION; ACCELERATION. Each Guarantor
agrees that it shall not be entitled to any right of subrogation in respect of
any Guaranteed Obligations until payment in full of all Guaranteed Obligations.
Each Guarantor further agrees that, as between it, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed
Obligations may be accelerated as provided in Article VI for the purposes of
such Guarantor's Subsidiary Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations, and (y) in the event of any declaration of acceleration
of such obligations as provided in Article VI, such Guaranteed Obligations
(whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purposes hereof.

                  Section 10.05. ENFORCEMENT. Except as provided in Article VI,
the Holders agree that each Guarantor's obligations hereunder may be enforced
only by the action of the Trustee in accordance with the terms of this Indenture
and that no other Holder shall have any right individually to seek to enforce
the obligations of the Guarantors hereunder. The Holders further agree that each
Guarantor's obligations hereunder may not be enforced against any

                                       71
<PAGE>

director, officer, employee, or stockholder of any Guarantor (except to the
extent such stockholder is also a Guarantor hereunder).

                  Section 10.06. COVENANTS. Each Guarantor agrees that its
Guaranteed Obligations hereunder are senior Indebtedness of such Guarantor and
such Guaranteed Obligations shall not be subordinate to any existing or future
obligations of such Guarantor. Each Guarantor further covenants and agrees that
on and after the date hereof such Guarantor will comply (as a Recourse
Subsidiary of the Company), and will cause each of its Subsidiaries to comply,
with all of the applicable provisions, covenants and agreements contained in
this Indenture, and will take, or will refrain from taking, as the case may be,
all actions that are necessary to be taken or not taken so that it is not in
violation of any provision, covenant or agreement contained in this Indenture,
and so that no Default or Event of Default, is caused by the actions of such
Guarantor or any of its Subsidiaries.

                  Each Guarantor hereby jointly and severally agrees to pay all
reasonable out-of-pocket costs and expenses of the Trustee in connection with
the enforcement of its obligations hereunder and in connection with any
amendment, waiver or consent relating hereto (including in each case, without
limitation, the reasonable fees and disbursements of counsel employed by the
Trustee).

                  Section 10.07. LIMITATION LIABILITY. Each Guarantor hereby
confirms that it is its intention that its Subsidiary Guarantee herein not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Law, the Uniform Fraudulent Conveyance Act or any similar Federal, state or
foreign law for the relief of debtors. Accordingly, each Guarantor hereby
irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor
shall be limited to the maximum amount which, after giving effect to such
maximum amount and all other (contingent or otherwise) liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
rights to contribution pursuant to any agreement providing for an equitable
contribution among such Guarantor and the other Guarantors, will result in the
Guaranteed Obligations of such Guarantor in respect of its Subsidiary Guarantee
not constituting a fraudulent transfer or conveyance under federal or state law.

                  Section 10.08. WHEN THE GUARANTORS MAY MERGE, ETC. Company
shall not permit any Guarantor to consolidate with or merge with or into, or
sell, assign, transfer, or lease all or substantially all of its properties and
assets (either in one transaction or a series of related transactions) to, any
Person unless:

                    (1)    the other Person is the Company or any Wholly Owned
         Recourse Subsidiary that is a Guarantor or becomes a Guarantor
         concurrently with the transaction; or

                    (2)    (1) either (x) the Guarantor shall be the resulting,
         surviving or transferee Person or (y) the resulting, surviving or
         transferee Person expressly assumes the Guarantor's Subsidiary
         Guarantee and all the obligations of such Guarantor under the
         Securities, this Indenture, the Subsidiary Guarantee and the Security
         Documents (each of which shall remain in full force and effect); and
         (2) the resulting, surviving or transferee Person, if other than the
         Guarantor, is a corporation or limited liability company

                                       72
<PAGE>

         organized under the laws of the United States, any state thereof or the
         District of Columbia and immediately after giving effect to the
         transaction and any related Issuance of Debt of, no Default or Event of
         Default shall have occurred and be continuing; or

                    (3)    the transaction constitutes a sale or other
         disposition (including by way of consolidation or merger) of the
         Guarantor or the sale or disposition of all or substantially all the
         assets of the Guarantor (in each case other than to another Guarantor)
         and at the time of such transaction after giving PRO FORMA effect
         thereto, the provisions of clause (2) of Section 5.01(a) would be
         satisfied and the transaction is otherwise permitted by this Indenture.

                  In connection with any consolidation, merger, sale,
assignment, transfer or lease contemplated by this Section 10.08, the Company
shall deliver, or cause to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, sale, assignment,
transfer or lease and the supplemental indenture in respect thereto comply with
this Section 10.08 and the TIA and that all conditions precedent herein provided
for relating to such transaction have been complied with.

                  Upon any consolidation or merger or any sale, assignment,
transfer or lease of all or substantially all of the assets of the Guarantor in
accordance with this Section 10.08, the successor corporation formed by such
consolidation or into which the Guarantor is merged or to which such sale,
assignment, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Guarantor under the Subsidiary
Guarantee with the same effect as if such successor corporation had been named
as the Guarantor therein.

                  Section 10.09. RELEASE OF GUARANTOR. The Subsidiary Guarantee
of each Guarantor will be released and such Guarantor will be relieved of any
obligations under its Subsidiary Guarantee:

                    (1)    in the event of a sale or other disposition, by way
         of merger, consolidation or otherwise, of all the Capital Stock of such
         Guarantor to any Person that is not an Affiliate of the Company;
         PROVIDED that the Net Cash Proceeds from such sale or other disposition
         is applied in accordance with the applicable provisions of Section
         4.15;

                    (2)    upon the repayment in full, release or discharge of
         Debt or the retirement of Preferred Stock, in each case that resulted
         in the creation of the Subsidiary Guarantee of such Guarantor; and

                    (3)    upon the release or discharge of another Guarantee
         that resulted in the creation of the Subsidiary Guarantee of such
         Guarantor, except a release or discharge by or as a result of payment
         under such other Guarantee.

In each such case, prior to release and discharge of such Subsidiary Guarantee,
the Company will have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that, as required by Section 12.04, all
conditions precedent herein provided for relating to such transactions have been
complied with and that such release is authorized and permitted hereunder.

                                       73
<PAGE>

                  The Trustee shall execute any documents reasonably requested
by either the Company or a Guarantor in order to evidence the release of such
Guarantor from its obligations under its Subsidiary Guarantee under this Article
X.

                  Section 10.10. MISCELLANEOUS. (a) Each Subsidiary Guarantee
shall be binding upon the respective Guarantor and its successors and assigns
and shall inure to the benefit of the Holders and the Trustee and their
respective successors and assigns and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
under the Subsidiary Guarantees conferred upon that party shall automatically
extend to and be vested in such transferee or assigns, all subject to the terms
and conditions of this Indenture.

                  (b) All notices, requests, demands or other communications
pursuant to this Article X shall be made in accordance with Section 12.02 of
this Indenture.

                  (c) If at any time any payment of principal of, premium, if
any, or interest, if any, on a Security is rescinded or must otherwise be
restored or returned upon insolvency, bankruptcy or reorganization of the
Company, each Guarantor's obligations hereunder with respect to such payments
shall be reinstated as of the date of such rescission, restoration or returns as
though such payment had become due but had not been made at such times.

                  Section 10.11. EXECUTION AND DELIVERY OF NOTATION OF
SUBSIDIARY GUARANTEE. To evidence its Subsidiary Guarantee set forth in Section
10.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit H shall be endorsed by an Officer
of such Guarantor on each Security authenticated and delivered by the Trustee
and that this Indenture shall be executed on behalf of such Guarantor by an
Officer of such Guarantor.

                  Each Guarantor hereby agrees that its Subsidiary Guarantee set
forth in Section 10.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Subsidiary Guarantee.

                  If an Officer whose signature is on this Indenture or on a
notation of such Subsidiary Guarantee no longer holds that office at the time
the Trustee authenticates the Security on which a Subsidiary Guarantee is
endorsed, the Subsidiary Guarantee shall be valid nevertheless.

                  The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

                  Section 10.12. ADDITIONAL GUARANTORS. The Company covenants
and agrees that it shall cause any Person which becomes obligated to become a
Guarantor, pursuant to the terms of Section 4.16 or 4.18, to (1) execute and
deliver to the Trustee a supplemental indenture and any other documentation
requested by the Trustee, in each case in form reasonably satisfactory to the
Trustee in accordance with Section 4.16 or 4.18, as the case may be, pursuant to
which such Person shall unconditionally Guarantee, on a senior basis, all of the
obligations of the Company under the Securities and this Indenture in accordance
with this Article X with the

                                       74
<PAGE>

same effect and to the same extent as if such Person had been named herein as a
Guarantor and (2) deliver to the Trustee an Opinion of Counsel that such
supplemental indenture has been duly executed and delivered by such Person and
is valid and binding upon such Person and enforceable against such Person in
accordance with its terms.

                                   ARTICLE XI

                               SECURITY DOCUMENTS

                  Section 11.01. SECURITY DOCUMENTS. The due and punctual
payment of the principal of and interest on the Securities when and as the same
shall be due and payable, whether on an Interest Payment Date, at maturity, by
acceleration, repurchase, redemption, special redemption or otherwise, and
interest on the overdue principal of and interest on the Securities and
performance of all other obligations of the Company and the Guarantors to the
Holders or the Trustee under this Indenture and the Securities and the
Subsidiary Guarantees, according to the terms hereunder or thereunder, shall be
secured as provided in the Security Documents. Each Holder, by its acceptance of
the Securities and the Subsidiary Guarantees, consents and agrees to the terms
of the Security Documents (including, without limitation, the provisions
providing for foreclosure and release of Collateral) as the same may be in
effect or may be amended from time to time in accordance with their terms and
authorizes and directs the Trustee and the Collateral Agent to enter into such
Security Documents and to perform their obligations and exercise their rights
thereunder in accordance therewith. The Company shall deliver to the Trustee
copies of all documents delivered to the Collateral Agent pursuant to the
Security Documents, and shall do or cause to be done all such acts and things as
may be necessary or proper, or as may be required by the provisions of the
Security Documents, to assure and confirm to the Trustee and the Collateral
Agent the security interest in the Collateral contemplated hereby, by the
Security Documents or any part thereof, as from time to time constituted, so as
to render the same available for the security and benefit of this Indenture and
of the Securities and the Subsidiary Guarantees secured thereby, according to
the intent and purposes herein and therein expressed. The Company shall take and
shall cause the Guarantors to take, upon request of the Trustee, any and all
actions reasonably required to cause the Security Documents to create and
maintain, as security for the obligations of the Company and the Guarantors
hereunder, for so long as the Securities are to be secured as provided in the
Security Documents, a valid and enforceable perfected lien on and security
interest in all the Collateral, in favor of the Collateral Agent for the benefit
of the Trustee, the Holders and other Persons for whose benefit the Collateral
Agent acts pursuant to the Security Documents. Each of the Company and the
Guarantors covenants and agrees that it shall execute, acknowledge and deliver
to the Collateral Agent such further assignments, transfers, assurances or other
instruments and shall do or cause to be done all such acts and things as may be
necessary or proper to assure and confirm to the Collateral Agent its interest
in the Collateral, or any part thereof, as from time to time constituted, and
the right, title and interest in and to the Security Documents so as to render
the same available for the security and benefit of this Indenture and of the
Securities.

                  Section 11.02. RECORDING AND OPINIONS. (a) The Company and, if
applicable, the Guarantors shall take or cause to be taken all action required
to perfect, maintain, preserve and protect the Liens on and security interests
in the Collateral granted by the Security Documents (subject only to Liens
permitted by the applicable Security Documents), including,

                                       75
<PAGE>

without limitation, the filing of financing statements, continuation statements,
mortgages and any instruments of further assurance, in such manner and in such
places as may be required by law fully to preserve and protect the rights of the
Holders and the Trustee under this Indenture and the Security Documents to all
property comprising the Collateral, for so long as the Securities are to be
secured as provided in the Security Documents. The Company and the Guarantors
shall from time to time promptly pay all financing, continuation statement and
mortgage recording, registration and/or filing fees, charges and taxes relating
to this Indenture and the Security Documents, any amendments thereto and any
other instruments of further assurance required hereunder or pursuant to the
Security Documents. The Trustee shall have no obligation to, nor shall it be
responsible for any failure to, so register, file or record.

                  (b) So long as the Security Documents have not been terminated
in accordance with the terms thereof and the Securities are to be secured by the
Collateral, the Company shall deliver to the Trustee on the Issue Date and,
thereafter, on July 15 of each year (commencing within July 15, 2005), an
Opinion of Counsel either (1) stating that in the opinion of such counsel, such
action has been taken with respect to the recording, registering, filing,
re-recording, re-registering and re-filing of this Indenture and any Security
Documents as is necessary to maintain and perfect the Liens on and security
interests in the Collateral granted by the Security Documents (subject only to
Liens permitted by the applicable Security Documents), and reciting details of
such action, or (2) stating that, in the opinion of such counsel, no such action
is necessary to maintain the Lien or such security interests.

                  (c) The Company shall otherwise comply with the provisions of
Section 314(b) of the TIA, if applicable.

                  Section 11.03. RELEASE OF COLLATERAL. (a) . Except as provided
in Section 11.07, Collateral may (and, as applicable, shall) be released or
substituted only in accordance with the terms of the Security Documents.

                  (b) The release of any Collateral from the terms of this
Indenture and the Security Documents shall not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the
extent the Collateral is released pursuant to the terms of the Security
Documents and this Indenture.

                  Section 11.04. CERTIFICATES AND OPINIONS OF COUNSEL. (a). To
the extent applicable, the Company will furnish to the Trustee and the
Collateral Agent, prior to each proposed release of Collateral pursuant to the
Security Documents:

                    (1)    All documents required by Section 314(d) of the TIA;
         and

                    (2)    An Opinion of Counsel to the effect that such
         accompanying documents constitute all documents required by Section
         314(d) of the TIA.

                  (b) The Trustee may, to the extent permitted by Sections 7.01
and 7.12 hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and such
Opinion of Counsel.

                                       76
<PAGE>

                  Section 11.05. AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE
TRUSTEE UNDER THE SECURITY DOCUMENTS. Subject to the provisions of Sections 7.01
and 7.12 and Article IX, the provisions of the Security Documents and any
applicable provisions of the TIA, the Trustee may, in its sole discretion and
without the consent of the Holders of Securities, take, on behalf of the Holders
of Securities, or direct, on behalf of the Holders of Securities, the Collateral
Agent to take, all actions it deems necessary or appropriate in order to (1)
enforce any of the terms of the Security Documents and (2) collect and receive
any and all amounts payable in respect of the obligations of the Company
hereunder. Subject to the provisions of the Security Documents, the Trustee
shall have power to institute and maintain such suits and proceedings as it may
deem expedient to prevent any impairment of the Collateral by any acts that may
be unlawful or in violation of the Security Documents or this Indenture, and
such suits and proceedings as the Trustee may deem expedient to preserve or
protect its interests and the interests of the Holders in the Collateral
(including power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest hereunder or be prejudicial to the interests of the
Holders or to the Trustee).

                  Section 11.06. AUTHORIZATION OF RECEIPT OF FUNDS BY THE
TRUSTEE UNDER THE SECURITY DOCUMENTS. The Trustee is authorized to receive any
funds for the benefit of the Holders distributed under the Security Documents,
and to make further distributions of such funds to the Holders according to the
provisions of this Indenture and the Security Documents.

                  Section 11.07. TERMINATION OF SECURITY INTEREST. Upon (1)
payment in full of the principal of, accrued and unpaid interest and Special
Interest, if any, on the Securities and all other Obligations under the
Securities and this Indenture and all obligations under the Security Documents
that are due and payable at or prior to the time such principal, accrued and
unpaid interest and Special Interest, if any, are paid, (2) a satisfaction and
discharge of this Indenture as described in Article VIII or (3) a legal
defeasance or covenant defeasance as described in Article VIII, the Trustee
will, at the request of the Company, deliver a certificate to the Collateral
Agent stating that such obligations have been paid in full, and instruct the
Collateral Agent to release the Liens securing the Obligations pursuant to this
Indenture and the Security Documents. Upon receipt of such instruction, the
Trustee, if it is the Collateral Agent, shall, or, if it is not the Collateral
Agent, shall request the Collateral Agent to, execute, deliver or acknowledge
any necessary or proper instruments of termination, satisfaction or release to
evidence the release of all such Liens.

                                  ARTICLE XII

                                  MISCELLANEOUS

                  Section 12.01. TRUST INDENTURE ACT OF 1939. This Indenture is
subject to the provisions of the TIA that are required to be a part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.

                                       77
<PAGE>

                  Section 12.02. NOTICES. Any notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail, postage prepaid, addressed as follows:

                  If to the Company or any Guarantor, to:

                  Building Materials Corporation of America
                  1361 Alps Road
                  Wayne, New Jersey  07470
                  Attention:  General Counsel
                  Telephone:  973-628-3250
                  Facsimile:  973-628-3229

                  If to the Trustee, to:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware  19890
                  Attention:  Corporate Capital Markets
                  Telephone:  302-636-6016
                  Facsimile:   302-636-4145

                  The parties hereto by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed, postage prepaid, to a
Securityholder shall be mailed by first class mail to him at his address as it
appears on the Securities register maintained by the Registrar and shall be
sufficiently given to him if so mailed within the time prescribed. Copies of any
such communication or notice to a Holder shall also be mailed to the Trustee.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. Except for a notice to the Trustee or the Company, which is
deemed given only when received, if a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives
it.

                  Section 12.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA ss. 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA ss. 312(c).

                  Section 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                                       78
<PAGE>

                    (1)    an Officers' Certificate stating that, in the opinion
         of the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                    (2)    an Opinion of Counsel stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with;

PROVIDED, HOWEVER, that such Opinion of Counsel shall not be required in
connection with the written order of the Company delivered pursuant to Section
2.02 relating to the Initial Securities.

                  Section 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than pursuant to Section 4.05(b))
shall include:

                    (1)    a statement that the Person making such certificate
         or opinion has read such covenant or condition;

                    (2)    a brief statement as to the nature and scope of the
         examination or investigation upon which the statement or opinions
         contained in such certificate or opinion are based;

                    (3)    a brief statement that, in the opinion of such
         Person, he has made such examination or investigation as is necessary
         to enable him to express an opinion as to whether or not such covenant
         or condition has been complied with; and

                    (4)    a statement as to whether or not, in the opinion of
         such Person, such condition or covenant has been complied with;
         PROVIDED that with respect to matters of fact an Opinion of Counsel may
         rely on an Officers' Certificate or certificates of public officials.

                  Section 12.06. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR. The
Trustee may make reasonable rules for action by or at a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules for its
functions.

                  Section 12.07. GOVERNING LAW. The laws of the State of New
York shall govern this Indenture and the Securities. The Trustee, the Company,
the Guarantors and the Securityholders agree to submit to the jurisdiction of
the courts of the State of New York in any action or proceeding arising out of
or relating to this Indenture or the Securities.

                  Section 12.08. NO INTERPRETATION OF OTHER AGREEMENTS. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any of its Subsidiaries. No such indenture, loan or debt
agreement may be used to interpret this Indenture.

                  Section 12.09. NO RECOURSE AGAINST OTHERS. No director,
officer, employee, stockholder or Affiliate, as such, of the Company shall have
any liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability.

                                       79
<PAGE>

                  Section 12.10. LEGAL HOLIDAYS. A "Legal Holiday" is a
Saturday, Sunday or a day on which banking institutions in New York, New York
are not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday and interest shall not accrue for the intervening period.

                  Section 12.11. SUCCESSORS. All agreements of the Company and
the Guarantors in this Indenture and the Securities shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.

                  Section 12.12. DUPLICATE ORIGINALS. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all such executed copies together represent the same agreement.

                  Section 12.13. SEPARABILITY. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, and a Holder shall have no claim
therefor against any party hereto.

                  Section 12.14. TABLE OF CONTENTS, HEADINGS, ETC. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

                  Section 12.15. BENEFITS OF INDENTURE. Nothing in this
Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

                                       80
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the date first written above.

                               BUILDING MATERIALS CORPORATION OF AMERICA

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



                               BMCA INSULATION PRODUCTS INC.
                               BMCA QUAKERTOWN INC.
                               BUILDING MATERIALS INVESTMENT CORPORATION
                               BUILDING MATERIALS MANUFACTURING CORPORATION
                               DUCTWORK MANUFACTURING CORPORATION
                               GAF LEATHERBACK CORP.
                               GAF MATERIALS CORPORATION (CANADA)
                               GAF PREMIUM PRODUCTS INC.
                               GAF REAL PROPERTIES, INC.
                               GAFTECH CORPORATION
                               LL BUILDING PRODUCTS INC.
                               PEQUANNOCK VALLEY CLAIM SERVICE COMPANY, INC.
                               SOUTH PONCA REALTY CORP.
                               WIND GAP REAL PROPERTY ACQUISITION CORP.,

                               as Guarantors

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


                                       81
<PAGE>

                               WILMINGTON TRUST COMPANY,

                               as Trustee

                               By:      /s/ James D. Nesci
                                     -------------------------------------------
                                     Name:  James D. Nesci
                                     Title: Authorized Signer



<PAGE>

                                                                       EXHIBIT A

             [FORM OF FACE OF INITIAL SECURITY/ADDITIONAL SECURITY]

[INCLUDE  IF GLOBAL  SECURITY - THIS  SECURITY IS A GLOBAL  SECURITY  WITHIN THE
MEANING OF THE INDENTURE  HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY  OR A NOMINEE OF A DEPOSITARY  OR A SUCCESSOR  DEPOSITARY.  THIS
SECURITY IS NOT EXCHANGEABLE  FOR SECURITIES  REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE  DEPOSITARY  OR ITS NOMINEE  EXCEPT IN THE LIMITED  CIRCUMSTANCES
DESCRIBED  IN THE  INDENTURE,  AND NO  TRANSFER OF THIS  SECURITY  (OTHER THAN A
TRANSFER  OF THIS  SECURITY  AS A WHOLE BY THE  DEPOSITARY  TO A NOMINEE  OF THE
DEPOSITARY  OR BY A NOMINEE  OF THE  DEPOSITARY  TO THE  DEPOSITARY  OR  ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC), ANY
TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

[INCLUDE APPLICABLE PRIVATE PLACEMENT LEGEND]

                                      A-1
<PAGE>


[IF RESTRICTED GLOBAL SECURITY - CUSIP NUMBER o / ISIN NUMBER o]

[IF TEMPORARY REGULATION S GLOBAL SECURITY OR REGULATION S GLOBAL SECURITY -
CUSIP NUMBER o / ISIN NUMBER o]



No.                                                             $_______________


                    BUILDING MATERIALS CORPORATION OF AMERICA

                           7.75% SENIOR NOTES DUE 2014

                  BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware
corporation (the "COMPANY"), promises to pay to CEDE & CO., or registered
assigns, the principal sum of [ ] Dollars (or such other amount as shall be set
forth in the Schedule of Principal Amount attached hereto) on August 1, 2014.

                  Interest Payment Dates: February 1 and August 1, commencing
February 1, 2005.

                  Record Dates:  January 15 and July 15.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                      A-2
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

                                      BUILDING MATERIALS CORPORATION
                                      OF AMERICA



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


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

Dated:  [     ], [      ]

Trustee's Certificate of Authentication

This is one of the 7.75% Senior
Notes due 2014 described in the
within-mentioned Indenture.

WILMINGTON TRUST COMPANY,
as Trustee

By:
    ----------------------------
    Authorized Signatory

                                      A-3
<PAGE>

           [FORM OF REVERSE SIDE INITIAL SECURITY/ADDITIONAL SECURITY]

                    BUILDING MATERIALS CORPORATION OF AMERICA

                           7.75% Senior Notes due 2014

                  1. INTEREST. BUILDING MATERIALS CORPORATION OF AMERICA, a
Delaware corporation (the "COMPANY"), promises to pay cash interest on the
principal amount of this Security at a rate of 7.75% per annum, payable on
February 1 and August 1 of each year (the "INTEREST PAYMENT DATE"), commencing
February 1, 2005. The Company shall pay interest on overdue principal and, to
the fullest extent permitted by law, on overdue interest, in each case at the
rate of 7.75% per annum, as provided in the Indenture. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company shall pay interest on the
Securities (except defaulted interest) to the persons who are the registered
Holders at the close of business on January 15 or July 15 (the "RECORD DATE")
immediately preceding the Interest Payment Date even if the Securities are
canceled on registration of transfer or registration of exchange after such
Record Date. The Holder must surrender this Security to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. The Company, however, may pay principal and interest
by a check payable in such money. The Company may mail an interest check to the
Holder's registered address. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

                  3. PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust
Company (the "TRUSTEE") or its agent will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without prior
notice to any Holder. The Company or any of its Subsidiaries or Affiliates may
act in any such capacity, except in certain circumstances.

                  4. INDENTURE. The Company issued the Securities under an
Indenture dated as of July 26, 2004 (the "INDENTURE") among the Company, the
Guarantors, and the Trustee. Capitalized terms used in this Security and not
defined in this Security shall have the meaning set forth in the Indenture. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as in
effect on the date of the Indenture. The Securities are subject to all such
terms, and Holders of Securities are referred to the Indenture and said Act for
a statement of such terms. The obligations of the Company under the Indenture
and the Securities are guaranteed by the Guarantors.

                  [The Securities are senior obligations of the Company and are
issued in an initial aggregate principal amount of $200,000,000. Additional
Securities may be issued in an unlimited amount, subject to Section 4.09 and
other provisions of the Indenture. This Security is one of the Initial
Securities referred to in the Indenture. The Securities include the Initial
Securities, any Additional Securities and any Exchange Securities issued in
exchange for the Initial Securities and the Additional Securities, if any. The
Initial Securities, the Additional

                                      A-4
<PAGE>

Securities and the Exchange Securities are treated as a single class of
securities under the Indenture.]*

                  5. REDEMPTION. (a) OPTIONAL REDEMPTION. In the event a Change
of Control occurs, and Holders do not require the Company to purchase all
outstanding Securities as described in Section 4.14 of the Indenture, the
Company may purchase all, but not less than all, of the Securities outstanding
subsequent to the Change of Control Payment Date in respect of such Change of
Control, at a redemption price equal to the sum of (x) 100% of the principal
amount thereof plus accrued and unpaid interest thereon to the redemption date,
and (y) the Applicable Premium with respect to each $1,000 principal amount of
Securities so redeemed (the "CALL PRICE"). Notice of any redemption to be made
pursuant to this paragraph 5 as a result of the occurrence of a Change of
Control must be given no later than 10 days after the Change of Control Payment
Date applicable to the Change of Control giving rise to such redemption, and
redemption must be made within 30 days of the date of such notice.

                  (b) MANDATORY REDEMPTION. The Securities will not have the
benefit of any sinking fund.

                  6. PUT PROVISIONS. Upon a Change of Control, any Holder of
Securities will have the right to cause the Company to repurchase all or any
part of the Securities (in integral multiples of $1,000) of such Holder at a
repurchase price equal to 101% of the principal amount thereof, plus accrued
interest to the date of repurchase as provided in, and subject to the terms of,
the Indenture.

                  7. NOTICE OF REDEMPTION. Notice of redemptions pursuant to
paragraph 5 will be mailed at such time as is provided by paragraph 5(a) to each
Holder of Securities to be redeemed at the Holder's registered address. If money
sufficient to pay the redemption price and accrued interest on all Securities to
be redeemed on the redemption date is deposited with the Paying Agent on the
redemption date, on and after such date interest will cease to accrue on such
Securities.

                  8. PROCEEDS ON DISPOSITION OF ASSETS. As described in Section
4.15 of the Indenture, the Company is required under certain circumstances to
apply the Net Cash Proceeds (or a portion thereof) from Asset Sales to offer to
purchase Securities at a price equal to 100% of the principal amount thereof
plus accrued interest thereon to the date of purchase.

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in
registered form in denominations of $1,000 and integral multiples of $1,000. A
Holder may register the transfer or exchange of Securities as provided in the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents, provide certain certifications
and legal opinions as described herein and to pay any taxes and fees required by
law or permitted by the Indenture.

                  10. PERSONS DEEMED OWNERS. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name the
Security is registered with the

--------------------------
*      To be modified if the Security is an Additional Security to reflect any
registration rights agreement executed in connection with such Additional
Security.

                                      A-5
<PAGE>

Registrar as the owner for all purposes.

                  11. UNCLAIMED MONEY. If money for the payment of interest or
principal remains unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Company at its written request. After such time,
Holders entitled to the money must look to the Company for payment unless an
abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

                  12. DISCHARGE PRIOR TO MATURITY. Subject to certain conditions
described in Article VIII of the Indenture, if the Company deposits with the
Trustee money or U.S. Government Obligations sufficient to pay the principal of
and interest on the Securities to maturity, the Company will be discharged (to
the extent provided in the Indenture) from the Indenture and the Securities.

                  13. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain
exceptions requiring the consent of each Holder affected as described in Article
IX of the Indenture, the Indenture or the Securities may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Securities, and any existing Default may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Securities. Without notice to or the consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency, provide for the
assumption of the obligations of the Company to Holders or make any change that
does not adversely affect the rights of any Holder.

                  14. RESTRICTIVE COVENANTS. The Indenture imposes certain
limitations on, among other things, the ability of the Company to merge or
consolidate with any other Person or sell, lease or otherwise transfer all or
substantially all of its properties or assets, the ability of the Company or
certain of its Subsidiaries to make Restricted Payments and Restricted
Investments and the ability of the Company and certain of its Subsidiaries to
incur Debt, create Liens or engage in transactions with Affiliates or issue
Preferred Stock, all subject to certain limitations and qualifications described
in the Indenture.

                  15. SUCCESSOR CORPORATION. When a successor Person or other
entity assumes all the obligations of its predecessor under the Securities and
the Indenture, the predecessor Person will be released from those obligations.

                  16. DEFAULTS AND REMEDIES. The Securities have the Events of
Default as set forth in Section 6.01 of the Indenture. Subject to certain
limitations in the Indenture, if an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Securities may declare all the Securities to be due and payable
immediately, except that in the case of an Event of Default arising from certain
events of bankruptcy, insolvency or reorganization relating to the Company, all
outstanding Securities shall become due and payable immediately without further
action or notice. Holders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Securities may direct the Trustee in its exercise of any trust or power. The
Company must furnish quarterly

                                      A-6
<PAGE>

compliance certificates to the Trustee.

                  17. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or any of its Affiliates,
and may otherwise deal with the Company or any of its Affiliates, as if it were
not the Trustee.

                  18. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
stockholder or Affiliate, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.

                  19. AUTHENTICATION. This Security shall not be valid until
authenticated by the manual signature of the Trustee or any authenticating
agent.

                  20. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  21. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP and ISIN numbers to be printed on the Securities and
has directed the Trustee to use CUSIP and ISIN numbers in notices of redemption
as a convenience to Securityholders. No representation is made as to the
accuracy of such numbers either as printed on the Securities or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

                  22. REGISTRATION RIGHTS. [The Holder is entitled to the
benefits of the Registration Rights Agreement dated July 26, 2004, among the
Company, the Guarantors, and the Initial Purchasers (the "REGISTRATION RIGHTS
AGREEMENT"). In the event that (a) on or prior to the 90th day following the
Issue Date, the Exchange Offer Registration Statement (as defined in the
Registration Rights Agreement) has not been filed with the United States
Securities and Exchange Commission ("COMMISSION"), (b) on or prior to the 210th
day following the Issue Date, the Exchange Offer Registration Statement (as
defined in the Registration Rights Agreement) has not been declared effective,
(c) on or prior to the 240th day following the Issue Date, the Registered
Exchange Offer (as defined in the Registration Rights Agreement) has not been
consummated, (d) on or prior to the 60th day following the date the obligation
to file the Shelf Registration Statement (as defined in the Registration Rights
Agreement) arises, the Shelf Registration Statement has not been filed with the
Commission, (e) on or prior to 150th day following the date the obligation to
file arises, the Shelf Registration has not been declared effective, or (f)
after either the Exchange Offer Registration Statement or the Shelf Registration
Statement has been declared effective, such Registration Statement thereafter
ceases to be effective or usable (subject to the exceptions described in the
Registration Rights Agreement) in connection with resales of Securities or
Exchange Securities in accordance with and during the

                                      A-7
<PAGE>

periods specified in the Registration Rights Agreement (each such event referred
to in clauses (a) through (f) above, a "REGISTRATION DEFAULT"), then interest
("SPECIAL INTEREST") shall accrue on the principal amount of the Initial
Securities and the Exchange Securities (in addition to the stated interest on
the Initial Securities and the Exchange Securities) from and including the date
on which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured. Special Interest shall accrue
at a rate per annum equal to 0.25% of the principal amount of the Securities
(determined daily) with respect to the first 90-day period following such
Registration Default. The rate for Special Interest shall increase by an
additional 0.25% per annum at the end of each subsequent 90-day period until
such Registration Default has been cured; PROVIDED, HOWEVER, that in no event
shall the rate of such additional interest exceed 1.00% per annum. The Company
shall pay such accrued Special Interest, if any, in cash in full on each
Interest Payment Date. Upon the cure of any Registration Default, Special
Interest with respect to such event shall cease to accrue from the date of the
filing, effectiveness or consummation that cured such event, as the case may be,
if the Company is otherwise in compliance with this paragraph. However, if,
after any such Special Interest ceases to accrue, a different Registration
Default occurs, Special Interest will again accrue as described.]*

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

                  Building Materials Corporation of America
                  1361 Alps Road
                  Wayne, New Jersey 07470
                  Attention:  Secretary



--------------------------
*      To be modified if the Security is an Additional Security to reflect any
registration rights agreement executed in connection with such Additional
Security.

                                      A-8
<PAGE>


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to


--------------------------------------------------------------------------------
               (insert assignee's social security or tax I.D. no.)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date:                                 Your signature:
     ---------------------------                     ---------------------------
     (Sign exactly as your name appears on the other side of this Security)


Signature Guarantee:
                    --------------------------------

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the date that is two years after the later of the
date of original issuance of such Securities and the last date, if any, on which
such Securities were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Securities are being transferred:


                                      A-9
<PAGE>

                  CHECK ONE BOX BELOW

                  (1) [ ] to the Company or a subsidiary thereof; or

                  (2) [ ] inside the United States to a qualified
institutional buyer in compliance with Rule 144A under the Securities Act of
1933, as amended; or

                  (3) [ ] to an institutional "accredited investor" (as
defined in Rule 50l(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
amended) that, prior to such transfer, furnishes to the Trustee a signed letter
containing certain representations and agreements relating to the restrictions
on transfer of the note evidenced thereby (the form of which letter can be
obtained from the Trustee); or

                  (4) [ ]  outside the United States to a non-U.S. Person in
compliance with Rule 904 of Regulation S under the Securities Act of 1933, as
amended; or

                  (5) [ ]  pursuant to another available exemption from
registration under the Securities Act of 1933, as amended, (if available); or

                  (6) [ ]  pursuant to a registration statement which has been
declared effective under the Securities Act of 1933, as amended.

                  Unless one of the boxes is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED that if box (3), (4)
or (5) is checked, the holder must, prior to such transfer, furnish to the
Trustee such certifications, legal opinions, or other information as the Company
may reasonably require to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended.



                                                  ------------------------------
Signature Guarantee:                              Signature


-------------------------                         ------------------------------
                                                  Signature


--------------------------------------------------------------------------------

                                      A-10
<PAGE>

                       OPTIONS OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all of this Security purchased by
the Company pursuant to Section 4.14 or 4.15 of the Indenture, check the box:

                                       [ ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.14 or 4.15 of the Indenture,
state the Principal Amount:
$

Date:                                   Your Signature:
     ---------------------------                       -------------------------
      (Sign exactly as your name appears on the other side of the Security)

Signature Guarantee:
                    ------------------------------------------------------------
                                    (Signature must be guaranteed)


                                      A-11
<PAGE>

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

The following decreases/increases in the principal amount of this Security have
been made:

<TABLE>
<CAPTION>
                                                                    Principal
                                                                    Amount
Date of                 Decrease in           Increase in           Following such        Notation Made
Decrease/               Principal             Principal             Decrease/             by or on Behalf
Increase                Amount                Amount                Increase              of Registrar

<S>                     <C>                   <C>                   <C>                   <C>
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
--------------          --------------        --------------        --------------        --------------
</TABLE>


                                      A-12
<PAGE>

                                                                       EXHIBIT B

                       [FORM OF FACE OF EXCHANGE SECURITY]

[INCLUDE  IF GLOBAL  SECURITY - THIS  SECURITY IS A GLOBAL  SECURITY  WITHIN THE
MEANING OF THE INDENTURE  HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY  OR A NOMINEE OF A DEPOSITARY  OR A SUCCESSOR  DEPOSITARY.  THIS
SECURITY IS NOT EXCHANGEABLE  FOR SECURITIES  REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE  DEPOSITARY  OR ITS NOMINEE  EXCEPT IN THE LIMITED  CIRCUMSTANCES
DESCRIBED  IN THE  INDENTURE,  AND NO  TRANSFER OF THIS  SECURITY  (OTHER THAN A
TRANSFER  OF THIS  SECURITY  AS A WHOLE BY THE  DEPOSITARY  TO A NOMINEE  OF THE
DEPOSITARY  OR BY A NOMINEE  OF THE  DEPOSITARY  TO THE  DEPOSITARY  OR  ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC), ANY
TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]


                                      B-1
<PAGE>

[CUSIP NUMBER o / ISIN NUMBER o]



No.                                                             $_______________



                    BUILDING MATERIALS CORPORATION OF AMERICA

                      SERIES B 7.75% SENIOR NOTES DUE 2014

                  BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware
corporation (the "COMPANY"), promises to pay to [CEDE & CO.], or registered
assigns, the principal sum of [                     ] Dollars on August 1, 2014.

                  Interest Payment Dates: February 1 and August 1, commencing
February 1, 2005.

                  Record Dates:  January 15 and July 15.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                      B-2
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

                                       BUILDING MATERIALS CORPORATION
                                       OF AMERICA


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


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



Dated:  _______________, 200_

Trustee's Certificate of Authentication

This is one of the Series B 7.75%
Senior Notes due 2014 described
in thewithin-mentioned Indenture.

WILMINGTON TRUST COMPANY,
  as Trustee

By:
   -------------------------------------
    Authorized Signatory


                                      B-3
<PAGE>

                    [FORM OF REVERSE SIDE EXCHANGE SECURITY]

                    BUILDING MATERIALS CORPORATION OF AMERICA

                      Series B 7.75% Senior Notes due 2014

                  1. INTEREST. BUILDING MATERIALS CORPORATION OF AMERICA, a
Delaware corporation (the "COMPANY"), promises to pay cash interest on the
principal amount of this Security at a rate of 7.75% per annum, payable on
February 1 and August 1 of each year (the "INTEREST PAYMENT DATE"), commencing
February 1, 2005. The Company shall pay interest on overdue principal and, to
the fullest extent permitted by law, on overdue interest, in each case at the
rate of 7.75% per annum, as provided in the Indenture. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company shall pay interest on the
Securities (except defaulted interest) to the persons who are the registered
Holders at the close of business on January 15 or July 15 (the "RECORD DATE")
immediately preceding the Interest Payment Date even if the Securities are
canceled on registration of transfer or registration of exchange after such
Record Date. The Holder must surrender this Security to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. The Company, however, may pay principal and interest
by a check payable in such money. The Company may mail an interest check to the
Holder's registered address. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

                  3. PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust
Company (the "TRUSTEE") or its agent will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without prior
notice to any Holder. The Company or any of its Subsidiaries or Affiliates may
act in any such capacity, except in certain circumstances.

                  4. INDENTURE. The Company issued the Securities under an
Indenture dated as of July 26, 2004 (the "INDENTURE") among the Company, the
Guarantors, and the Trustee. Capitalized terms used in this Security and not
defined in this Security shall have the meaning set forth in the Indenture. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as in
effect on the date of the Indenture. The Securities are subject to all such
terms, and Holders of Securities are referred to the Indenture and said Act for
a statement of such terms. The obligations of the Company under the Indenture
and the Securities are guaranteed by the Guarantors.

                  [The Securities are senior obligations of the Company and were
issued in an initial aggregate principal amount of $200,000,000. Additional
Securities may be issued in an unlimited amount, subject to Section 4.09 and
other provisions of the Indenture. This Security is one of the Exchange
Securities referred to in the Indenture. The Securities include the Initial
Securities, any Additional Securities and any Exchange Securities issued in
exchange for the Initial Securities and the Additional Securities, if any. The
Initial Securities, the Exchange

                                      B-4
<PAGE>

Securities and the Additional Securities are treated as a single class of
securities under the Indenture.]*

                  5. REDEMPTION. (a) OPTIONAL REDEMPTION. In the event a Change
of Control occurs, and Holders do not require the Company to purchase all
outstanding Securities as described in Section 4.14 of the Indenture, the
Company may purchase all, but not less than all, of the Securities outstanding
subsequent to the Change of Control Payment Date in respect of such Change of
Control, at a redemption price equal to the sum of (x) 100% of the principal
amount thereof plus accrued and unpaid interest thereon to the redemption date,
and (y) the Applicable Premium with respect to each $1,000 principal amount of
Securities so redeemed (the "CALL PRICE"). Notice of any redemption to be made
pursuant to this paragraph 5 as a result of the occurrence of a Change of
Control must be given no later than 10 days after the Change of Control Payment
Date applicable to the Change of Control giving rise to such redemption, and
redemption must be made within 30 days of the date of such notice.

                  (b) MANDATORY REDEMPTION. The Securities will not have the
benefit of any sinking fund.

                  6. PUT PROVISIONS. Upon a Change of Control, any Holder of
Securities will have the right to cause the Company to repurchase all or any
part of the Securities (in integral multiples of $1,000) of such Holder at a
repurchase price equal to 101% of the principal amount thereof, plus accrued
interest to the date of repurchase as provided in, and subject to the terms of,
the Indenture.

                  7. NOTICE OF REDEMPTION. Notice of redemptions pursuant to
paragraph 5 will be mailed at such time as is provided by paragraph 5(a) to each
Holder of Securities to be redeemed at the Holder's registered address. If money
sufficient to pay the redemption price and accrued interest on all Securities to
be redeemed on the redemption date is deposited with the Paying Agent on the
redemption date, on and after such date interest will cease to accrue on such
Securities.

                  8. PROCEEDS ON DISPOSITION OF ASSETS. As described in Section
4.15 of the Indenture, the Company is required under certain circumstances to
apply the Net Cash Proceeds (or a portion thereof) from Asset Sales to offer to
purchase Securities at a price equal to 100% of the principal amount thereof
plus accrued interest thereon to the date of purchase.

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in
registered form in denominations of $1,000 and integral multiples of $1,000. A
Holder may register the transfer or exchange of Securities as provided in the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents, provide certain certifications
and legal opinions as described herein and to pay any taxes and fees required by
law or permitted by the Indenture.

                  10. PERSONS DEEMED OWNERS. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name the
Security is registered with the


--------------------------
*      To be modified if the Security is an Additional Security to reflect any
registration rights agreement executed in connection with such Additional
Security.


                                      B-5
<PAGE>

Registrar as the owner for all purposes.

                  11. UNCLAIMED MONEY. If money for the payment of interest or
principal remains unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Company at its written request. After such time,
Holders entitled to the money must look to the Company for payment unless an
abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

                  12. DISCHARGE PRIOR TO MATURITY. Subject to certain conditions
described in Article VIII of the Indenture, if the Company deposits with the
Trustee money or U.S. Government Obligations sufficient to pay the principal of
and interest on the Securities to maturity, the Company will be discharged (to
the extent provided in the Indenture) from the Indenture and the Securities.

                  13. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain
exceptions requiring the consent of each Holder affected as described in Article
IX of the Indenture, the Indenture or the Securities may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Securities, and any existing Default may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Securities. Without notice to or the consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency, provide for the
assumption of the obligations of the Company to Holders or make any change that
does not adversely affect the rights of any Holder.

                  14. RESTRICTIVE COVENANTS. The Indenture imposes certain
limitations on, among other things, the ability of the Company to merge or
consolidate with any other Person or sell, lease or otherwise transfer all or
substantially all of its properties or assets, the ability of the Company or
certain of its Subsidiaries to make Restricted Payments and Restricted
Investments and the ability of the Company and certain of its Subsidiaries to
incur Debt, create Liens or engage in transactions with Affiliates or issue
Preferred Stock, all subject to certain limitations and qualifications described
in the Indenture.

                  15. SUCCESSOR CORPORATION. When a successor Person or other
entity assumes all the obligations of its predecessor under the Securities and
the Indenture, the predecessor Person will be released from those obligations.

                  16. DEFAULTS AND REMEDIES. The Securities have the Events of
Default as set forth in Section 6.01 of the Indenture. Subject to certain
limitations in the Indenture, if an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Securities may declare all the Securities to be due and payable
immediately, except that in the case of an Event of Default arising from certain
events of bankruptcy, insolvency or reorganization relating to the Company, all
outstanding Securities shall become due and payable immediately without further
action or notice. Holders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Securities may direct the Trustee in its exercise of any trust or power. The
Company must furnish quarterly

                                      B-6
<PAGE>

compliance certificates to the Trustee.

                  17. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or any of its Affiliates,
and may otherwise deal with the Company or any of its Affiliates, as if it were
not the Trustee.

                  18. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
stockholder or Affiliate, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.

                  19. AUTHENTICATION. This Security shall not be valid until
authenticated by the manual signature of the Trustee or any authenticating
agent.

                  20. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  21. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP and ISIN numbers to be printed on the Securities and
has directed the Trustee to use CUSIP and ISIN numbers in notices of redemption
as a convenience to Securityholders. No representation is made as to the
accuracy of such numbers either as printed on the Securities or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

                  22. REGISTRATION RIGHTS. [The Holder is entitled to the
benefits of the Registration Rights Agreement dated July 26, 2004, among the
Company, the Guarantors, and the Initial Purchasers (the "REGISTRATION RIGHTS
AGREEMENT"). In the event that (a) on or prior to the 90th day following the
Issue Date, the Exchange Offer Registration Statement (as defined in the
Registration Rights Agreement) has not been filed with the United States
Securities and Exchange Commission ("COMMISSION"), (b) on or prior to the 210th
day following the Issue Date, the Exchange Offer Registration Statement (as
defined in the Registration Rights Agreement) has not been declared effective,
(c) on or prior to the 240th day following the Issue Date, the Registered
Exchange Offer (as defined in the Registration Rights Agreement) has not been
consummated, (d) on or prior to the 60th day following the date the obligation
to file the Shelf Registration Statement (as defined in the Registration Rights
Agreement) arises, the Shelf Registration Statement has not been filed with the
Commission, (e) on or prior to 150th day following the date the obligation to
file arises, the Shelf Registration has not been declared effective, or (f)
after either the Exchange Offer Registration Statement or the Shelf Registration
Statement has been declared effective, such Registration Statement thereafter
ceases to be effective or usable (subject to the exceptions described in the
Registration Rights Agreement) in connection with resales of Securities or
Exchange Securities in accordance with and during the

                                      B-7
<PAGE>

periods specified in the Registration Rights Agreement (each such event referred
to in clauses (a) through (f) above, a "REGISTRATION DEFAULT"), then interest
("SPECIAL INTEREST") shall accrue on the principal amount of the Initial
Securities and the Exchange Securities (in addition to the stated interest on
the Initial Securities and the Exchange Securities) from and including the date
on which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured. Special Interest shall accrue
at a rate per annum equal to 0.25% of the principal amount of the Securities
(determined daily) with respect to the first 90-day period following such
Registration Default. The rate for Special Interest shall increase by an
additional 0.25% per annum at the end of each subsequent 90-day period until
such Registration Default has been cured; PROVIDED, HOWEVER, that in no event
shall the rate of such additional interest exceed 1.00% per annum. The Company
shall pay such accrued Special Interest, if any, in cash in full on each
Interest Payment Date. Upon the cure of any Registration Default, Special
Interest with respect to such event shall cease to accrue from the date of the
filing, effectiveness or consummation that cured such event, as the case may be,
if the Company is otherwise in compliance with this paragraph. However, if,
after any such Special Interest ceases to accrue, a different Registration
Default occurs, Special Interest will again accrue as described.]*

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

                  Building Materials Corporation of America
                  1361 Alps Road
                  Wayne, New Jersey 07470
                  Attention: Secretary



--------------------
*      To be modified if the Security is an Additional Security to reflect any
registration rights agreement executed in connection with such Additional
Security.


                                      B-8
<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to


--------------------------------------------------------------------------------
               (insert assignee's social security or tax I.D. no.)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date:                                    Your signature:
     -------------------------                          ------------------------
     (Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:
                    ----------------------------


                                      B-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all of this Security purchased by
the Company pursuant to Section 4.14 or 4.15 of the Indenture, check the box:

                                       [ ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.14 or 4.15 of the Indenture,
state the Principal Amount:
$

Date:                                   Your Signature:
     -----------------------                           -------------------------
      (Sign exactly as your name appears on the other side of the Security)

Signature Guarantee:
                    ------------------------------------------------------------
                                  (Signature must be guaranteed)


                                      B-10
<PAGE>

                                                                       EXHIBIT C

                        FORM OF PRIVATE PLACEMENT LEGENDS

                      [FORM OF LEGEND FOR 144A SECURITIES]

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE
"SECURITIES  ACT"), OR THE SECURITIES  LAWS OF ANY STATE OR OTHER  JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION  UNLESS SUCH  TRANSACTION  IS EXEMPT FROM,  OR NOT
SUBJECT TO, SUCH  REGISTRATION.  THE HOLDER OF THIS  SECURITY BY ITS  ACCEPTANCE
HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
IT HAS  PURCHASED  SECURITIES,  (1) TO OFFER,  SELL OR OTHERWISE  TRANSFER  SUCH
SECURITY,  PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY),  ONLY (A) TO THE COMPANY, (B) PURSUANT TO
A REGISTRATION  STATEMENT THAT HAS BEEN DECLARED  EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE  PURSUANT TO RULE
144A  UNDER  THE  SECURITIES  ACT,  TO A  PERSON  IT  REASONABLY  BELIEVES  IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT  PURCHASES  FOR  ITS  OWN  ACCOUNT  OR  FOR  THE  ACCOUNT  OF  A  QUALIFIED
INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN THAT THE  TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A,  (D) PURSUANT TO OFFERS AND SALES THAT OCCUR  OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF  REGULATION S UNDER THE  SECURITIES  ACT, OR
(E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES  ACT,  SUBJECT TO THE COMPANY AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER,  SALE OR TRANSFER PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE
DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION
SATISFACTORY TO EACH OF THEM AND (2) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER  FROM IT OF THE SECURITY  EVIDENCED  HEREBY OF
THE RESALE RESTRICTIONS SET FORTH IN (1) ABOVE. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[INCLUDE IF RESTRICTED  GLOBAL  SECURITY-  EACH PURCHASER OF THIS GLOBAL NOTE OR
ANY INTEREST  HEREIN IS HEREBY  NOTIFIED THAT THE SELLER OF THIS GLOBAL NOTE MAY
BE RELYING ON THE EXEMPTION  FROM THE  PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.]

                                      C-1
<PAGE>

             [FORM OF LEGEND FOR TEMPORARY REGULATION S SECURITIES]

THE SECURITY IS A TEMPORARY  REGULATION S GLOBAL  SECURITY WITHIN THE MEANING OF
THE INDENTURE REFERRED TO HEREINAFTER.  EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN
SECTION  2.06 OF THE  INDENTURE,  NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS
TEMPORARY  GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE RESTRICTED  GLOBAL
SECURITY.  NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY  GLOBAL  SECURITY MAY BE
MADE FOR AN INTEREST IN THE REGULATION S GLOBAL  SECURITY EXCEPT (A) ON OR AFTER
THE TERMINATION OF THE DISTRIBUTION  COMPLIANCE PERIOD (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")) AND (B)
UPON  DELIVERY  OF  THE  OWNER  SECURITIES   CERTIFICATION  AND  THE  TRANSFEREE
SECURITIES  CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS
OF THE INDENTURE.

UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING OF THE SECURITIES, AN OFFER
OR SALE OF THE  SECURITIES  WITHIN THE UNITED  STATES BY A DEALER (AS DEFINED IN
THE  SECURITIES   ACT  OF  1933,  AS  AMENDED)  MAY  VIOLATE  THE   REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT OF 1933, AS AMENDED IF SUCH OFFER OR SALE IS
MADE  OTHERWISE  THAN IN ACCORDANCE  WITH RULE 144A UNDER THE  SECURITIES ACT OF
1933, AS AMENDED.

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE
"SECURITIES  ACT"), OR THE SECURITIES  LAWS OF ANY STATE OR OTHER  JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION  UNLESS SUCH  TRANSACTION  IS EXEMPT FROM,  OR NOT
SUBJECT TO, SUCH  REGISTRATION.  THE HOLDER OF THIS  SECURITY BY ITS  ACCEPTANCE
HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
IT HAS  PURCHASED  SECURITIES,  (1) TO OFFER,  SELL OR OTHERWISE  TRANSFER  SUCH
SECURITY,  PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY),  ONLY (A) TO THE COMPANY, (B) PURSUANT TO
A REGISTRATION  STATEMENT THAT HAS BEEN DECLARED  EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE  PURSUANT TO RULE
144A  UNDER  THE  SECURITIES  ACT,  TO A  PERSON  IT  REASONABLY  BELIEVES  IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT  PURCHASES  FOR  ITS  OWN  ACCOUNT  OR  FOR  THE  ACCOUNT  OF  A  QUALIFIED
INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN THAT THE  TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A,  (D) PURSUANT TO OFFERS AND SALES THAT OCCUR  OUTSIDE THE
UNITED STATES WITHIN THE

                                      C-2
<PAGE>

MEANING OF REGULATION S UNDER THE  SECURITIES  ACT, OR (E) PURSUANT TO ANY OTHER
AVAILABLE  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR
TRANSFER  PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE  DELIVERY OF AN OPINION
OF COUNSEL,  CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM
AND (2) THAT IT WILL,  AND EACH  SUBSEQUENT  HOLDER IS REQUIRED  TO,  NOTIFY ANY
PURCHASER FROM IT OF THE SECURITY  EVIDENCED  HEREBY OF THE RESALE  RESTRICTIONS
SET FORTH IN (1) ABOVE.  THIS  LEGEND  WILL BE REMOVED  UPON THE  REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                                      C-3
<PAGE>

                  [FORM OF LEGEND FOR REGULATION S SECURITIES]

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE
"SECURITIES  ACT"), OR THE SECURITIES  LAWS OF ANY STATE OR OTHER  JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION  UNLESS SUCH  TRANSACTION  IS EXEMPT FROM,  OR NOT
SUBJECT TO, SUCH  REGISTRATION.  THE HOLDER OF THIS  SECURITY BY ITS  ACCEPTANCE
HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
IT HAS  PURCHASED  SECURITIES,  (1) TO OFFER,  SELL OR OTHERWISE  TRANSFER  SUCH
SECURITY,  PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY),  ONLY (A) TO THE COMPANY, (B) PURSUANT TO
A REGISTRATION  STATEMENT THAT HAS BEEN DECLARED  EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE  PURSUANT TO RULE
144A  UNDER  THE  SECURITIES  ACT,  TO A  PERSON  IT  REASONABLY  BELIEVES  IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT  PURCHASES  FOR  ITS  OWN  ACCOUNT  OR  FOR  THE  ACCOUNT  OF  A  QUALIFIED
INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN THAT THE  TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A,  (D) PURSUANT TO OFFERS AND SALES THAT OCCUR  OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF  REGULATION S UNDER THE  SECURITIES  ACT, OR
(E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES  ACT,  SUBJECT TO THE COMPANY AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER,  SALE OR TRANSFER PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE
DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION
SATISFACTORY TO EACH OF THEM AND (2) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER  FROM IT OF THE SECURITY  EVIDENCED  HEREBY OF
THE RESALE RESTRICTIONS SET FORTH IN (1) ABOVE. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                                      C-4
<PAGE>

                                   EXHIBIT D-1
                 FORM OF CERTIFICATION TO BE GIVEN BY HOLDER OF
                 BENEFICIAL INTEREST IN A TEMPORARY REGULATION S
                                 GLOBAL SECURITY

                         OWNER SECURITIES CERTIFICATION

[EUROCLEAR BANK S.A./N.V.,
AS OPERATOR OF THE EUROCLEAR
SYSTEM] [OR] [CLEARSTREAM BANKING,
SOCIETE ANONYME
ATTENTION: [          ] ]


                          Re: 7.75% Senior Notes Due 2014 (the "Securities")

                  Reference is hereby made to the Indenture dated as of July 26,
2004, (the "INDENTURE") among Building Materials Corporation of America, a
corporation organized under the laws of Delaware (the "COMPANY"), and BMCA
Insulation Products Inc., BMCA Quakertown Inc., Building Materials Investment
Corporation, Building Materials Manufacturing Corporation, Ductwork
Manufacturing Corporation, GAF Leatherback Corp., GAF Materials Corporation
(Canada), GAF Premium Products Inc., GAF Real Properties, Inc., GAFTECH
Corporation, LL Building Products Inc., Pequannock Valley Claim Service Company,
Inc., South Ponca Realty Corp. and Wind Gap Real Property Acquisition Corp.
(each a "GUARANTOR," and collectively the "GUARANTORS") and Wilmington Trust
Company (the "TRUSTEE"). Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

                  This certificate relates to $_________________ aggregate
amount of Securities that are held as a beneficial interest in the form of the
Temporary Regulation S Global Security (CUSIP No. _________; ISIN No:
_____________) with the Depositary through Euroclear or Clearstream or both in
the name of [insert name of holder] (the "Holder").

                  In respect of such Securities, the Holder does hereby certify
that as of the date hereof, the above-captioned Securities are beneficially
owned by non-U.S. Persons and are not held for purposes of resale directly or
indirectly to a U.S. Person or to a person within the United States or its
possessions.

                  As used herein, "United States" means the United States of
America, its territories and possessions, any state of the United States, and
the District of Columbia. As used herein, U.S. Person has the meaning assigned
to it in Rule 902 under the Securities Act of 1933, as amended.

                  We undertake to advise you immediately by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Securities held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

                                     D-1-1
<PAGE>

                  We understand that this certification is required in
connection with certain securities laws in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings. This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers of the
Securities under the Purchase Agreement, dated July 21, 2004 with the Company
relating to the Securities.

                  Date:______________, ____(1)


                                         ---------------------------------------
                                         [Name of Person Making Certification]


----------------------
1        To be dated no earlier than 15 days prior to the transfer or exchange
         date to which the certification relates.


                                     D-1-2
<PAGE>

                                   EXHIBIT D-2
               FORM OF CERTIFICATION TO BE GIVEN BY TRANSFEREE OF
                 BENEFICIAL INTEREST IN A TEMPORARY REGULATION S
                                 GLOBAL SECURITY

                       TRANSFEREE SECURITIES CERTIFICATION

[EUROCLEAR BANK S.A./N.V.,
AS OPERATOR OF THE EUROCLEAR
SYSTEM] [OR] [CLEARSTREAM BANKING,
SOCIETE ANONYME
ATTENTION: [        ] ]

                           Re:  7.75% Senior Notes Due 2014 (the "Securities")

                  Reference is hereby made to the Indenture dated as of July 26,
2004, (the "INDENTURE") among Building Materials Corporation of America, a
corporation organized under the laws of Delaware (the "COMPANY"), and BMCA
Insulation Products Inc., BMCA Quakertown Inc., Building Materials Investment
Corporation, Building Materials Manufacturing Corporation, Ductwork
Manufacturing Corporation, GAF Leatherback Corp., GAF Materials Corporation
(Canada), GAF Premium Products Inc., GAF Real Properties, Inc., GAFTECH
Corporation, LL Building Products Inc., Pequannock Valley Claim Service Company,
Inc., South Ponca Realty Corp. and Wind Gap Real Property Acquisition Corp.
(each a "GUARANTOR," and collectively the "GUARANTORS") and Wilmington Trust
Company (the "TRUSTEE"). Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

                  For purposes of acquiring a beneficial interest in the
Temporary Regulation S Global Security, the undersigned certifies that it is not
a U.S. Person as defined by Regulation S under the Securities Act of 1933, as
amended.

                  We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Securities held by you in which we intend to acquire a beneficial interest
in accordance with your operating procedures if any applicable statement herein
is not correct on such date, and in the absence of any such notification it may
be assumed that this certification applies as of such date.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers of the Securities under
the Purchase Agreement, dated July 21, 2004 with the Company relating to the
Securities.

                                     D-2-1
<PAGE>

         Dated:

By:___________________________________________
As, or as agent for, the beneficial
acquiror of the Securities to which this
certificate relates.


                                     D-2-2
<PAGE>

                                                                       EXHIBIT E

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                               AND CLEARSTREAM IN
                 CONNECTION WITH THE EXCHANGE OF A PORTION OF A
                     TEMPORARY REGULATION S GLOBAL SECURITY

Wilmington Trust Company, as Trustee and Transfer Agent
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention:  Corporate Capital Markets

                          Re: 7.75% Senior Notes Due 2014 (the "Securities")


                  Reference is hereby made to the Indenture dated as of July 26,
2004, (the "INDENTURE") among Building Materials Corporation of America, a
corporation organized under the laws of Delaware (the "COMPANY"), and BMCA
Insulation Products Inc., BMCA Quakertown Inc., Building Materials Investment
Corporation, Building Materials Manufacturing Corporation, Ductwork
Manufacturing Corporation, GAF Leatherback Corp., GAF Materials Corporation
(Canada), GAF Premium Products Inc., GAF Real Properties, Inc., GAFTECH
Corporation, LL Building Products Inc., Pequannock Valley Claim Service Company,
Inc., South Ponca Realty Corp. and Wind Gap Real Property Acquisition Corp.
(each a "GUARANTOR," and collectively the "GUARANTORS") and Wilmington Trust
Company, (the "TRUSTEE"). Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

                  This is to certify that based solely on written certifications
that we have received in writing, by tested telex or by electronic transmission
from each of the persons appearing in our records as persons entitled to a
portion of the principal amount set forth below (our "Member Organizations")
substantially in the form attached hereto, as of the date hereof,
[U.S.$]__________ principal amount of the above-captioned Securities (i) is
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source ("United States person(s)"), (ii) is owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
are herein referred to as "financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise Building
Materials Corporation of America or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial institution(s) for purposes
of resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that
financial

                                      E-1
<PAGE>

institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

                  As used herein, "United States" means the United States of
America (including the states and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

                  We further certify that (i) we are not making available
herewith for exchange any portion of the Temporary Regulation S Global Security
representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) as of the date hereof we have not
received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
portion of the part submitted herewith for exchange are no longer true and
cannot be relied upon as of the date hereof.

                  We understand that this certification is required in
connection with certain tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
This certificate and the statements contained herein are made for your benefit
and the benefit of the Company and the Initial Purchasers of the Securities
under the Purchase Agreement, dated July 21, 2004 with the Company relating to
the Securities.

Dated:

[To be dated no earlier than the date of
exchange]

                                         [EUROCLEAR S.A. / N.V., as Operator of
                                         the Euroclear System]
                                         [CLEARSTREAM]


                                         By
                                           -------------------------------------


                                      E-2
<PAGE>

                                                                       EXHIBIT F

  FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY TO
                          REGULATION S GLOBAL SECURITY

(Transfers pursuant to ss. 2.06(b)(iv) of the Indenture)


Wilmington Trust Company, as Trustee and Transfer Agent
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention:  Corporate Capital Markets

Re:  7.75% Senior Notes Due 2014 (the "Securities")

                  Reference is hereby made to the Indenture dated as of July 26,
2004, (the "INDENTURE") among Building Materials Corporation of America, a
corporation organized under the laws of Delaware (the "COMPANY"), and BMCA
Insulation Products Inc., BMCA Quakertown Inc., Building Materials Investment
Corporation, Building Materials Manufacturing Corporation, Ductwork
Manufacturing Corporation, GAF Leatherback Corp., GAF Materials Corporation
(Canada), GAF Premium Products Inc., GAF Real Properties, Inc., GAFTECH
Corporation, LL Building Products Inc., Pequannock Valley Claim Service Company,
Inc., South Ponca Realty Corp. and Wind Gap Real Property Acquisition Corp.
(each a "GUARANTOR," and collectively the "GUARANTORS") and Wilmington Trust
Company, (the "TRUSTEE"). Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

         This letter relates to $____________ aggregate principal amount of
Securities that are held as a beneficial interest in the form of the Restricted
Global Security (CUSIP No. ________; ISIN No: _____________) with the Depositary
in the name of [name of transferor](the "TRANSFEROR"). The Transferor has
requested an exchange or transfer of such beneficial interest for an equivalent
beneficial interest in the Regulation S Global Security (ISIN No. ________).

         In connection with such request, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Securities and:

         (a)      with respect to transfers made in reliance on Regulation S
                  ("Regulation S") under the United States Securities Act of
                  1933, as amended (the "U.S. Securities Act"), does certify
                  that:

                  (i)      the offer of the Securities was not made to a person
         in the United States;

                  (ii)     either:

                           (1)      at the time the buy order was originated,
                                    the transferee was outside the United States
                                    or the Transferor and any person acting on
                                    its behalf reasonably believed that the
                                    transferee was outside the United States;

                                      F-1
<PAGE>

                           (2)      in the case of Rule 903, the transaction was
                                    executed in, on or through a physical
                                    trading floor of an established foreign
                                    securities exchange that is located outside
                                    the United States; or

                           (3)      in the case of Rule 904, the transaction was
                                    executed in, on or through the facilities of
                                    a designated offshore securities market and
                                    neither the Transferor nor any person acting
                                    on its behalf knows that the transaction was
                                    prearranged with a buyer in the United
                                    States;

                  (iii)    no directed selling efforts have been made in the
         United States by the Transferor, an affiliate thereof or any person
         their behalf in contravention of the requirements of Rule 903 or 904 of
         Regulation S, as applicable;

                  (iv)     the transaction is not part of a plan or scheme to
         evade the registration requirements of the U.S. Securities Act; and

                  (v)      the Transferor is not the Company, a distributor of
         the Securities, an affiliate of the Company or any such distributor
         (except any officer or director who is an affiliate solely by virtue of
         holding such position) or a person acting on behalf of any of the
         foregoing.

         (b)      with respect to transfers made in reliance on Rule 144 the
                  Transferor certifies that the Securities are being transferred
                  in a transaction permitted by Rule 144 under the U.S.
                  Securities Act.

         We understand that this certificate is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you, the Company, the Guarantors and the Trustee to produce this certificate to
any interested party in such proceeding. This certificate and the statements
contained herein are made for your benefit and the benefit of the Company and
Initial Purchasers of the Securities under the Purchase Agreement, dated July
21, 2004 with the Company relating to the Securities. Terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act.

[Name of Transferor]

By:
     -------------------------------

Name:

Title:

Date:

         cc:
         Attn:


                                      F-2
<PAGE>

                                                                       EXHIBIT G

 FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM REGULATION S GLOBAL SECURITY TO
                           RESTRICTED GLOBAL SECURITY

(Transfers pursuant to ss. 2.06(b) of the Indenture)

Wilmington Trust Company, as Trustee and Transfer Agent
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Capital Markets

Re:  7.75% Senior Notes Due 2014 (the "Securities")

                  Reference is hereby made to the Indenture dated as of July 26,
2004, (the "INDENTURE") among Building Materials Corporation of America, a
corporation organized under the laws of Delaware (the "COMPANY"), and BMCA
Insulation Products Inc., BMCA Quakertown Inc., Building Materials Investment
Corporation, Building Materials Manufacturing Corporation, Ductwork
Manufacturing Corporation, GAF Leatherback Corp., GAF Materials Corporation
(Canada), GAF Premium Products Inc., GAF Real Properties, Inc., GAFTECH
Corporation, LL Building Products Inc., Pequannock Valley Claim Service Company,
Inc., South Ponca Realty Corp. and Wind Gap Real Property Acquisition Corp.
(each a "GUARANTOR," and collectively the "GUARANTORS") and Wilmington Trust
Company, (the "TRUSTEE"). Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

         This letter relates to $__________ aggregate principal amount of
Securities that are held in the form of the Temporary Regulation S Global
Security or the Regulation S Global Security (ISIN No. _______) in the name of
[NAME OF TRANSFEROR] (the "TRANSFEROR") to effect the transfer of the Securities
in exchange for an equivalent beneficial interest in the Restricted Global
Security (CUSIP No. ________, ISIN No. ________).

         In connection with such request, and in respect of such Securities the
Transferor does hereby certify that such Securities are being transferred in
accordance with the transfer restrictions set forth in the Securities and that:

         CHECK ONE BOX BELOW:

         [ ]      the Transferor is relying on Rule 144A under the United
                  States Securities Act of 1933, as amended (the "SECURITIES
                  ACT") for exemption from such Act's registration requirements;
                  it is transferring such Securities to a person it reasonably
                  believes is a "qualified institutional buyer" as defined in
                  Rule 144A that purchases for its own account, or for the
                  account of a qualified institutional buyer, and to whom the
                  Transferor has given notice that the transfer is made in
                  reliance on Rule 144A and the transfer is being made in
                  accordance with any applicable securities laws of any state of
                  the United States; or

                                      G-1
<PAGE>

         [ ]:     the Transferor is relying on an exemption other than Rule 144A
                  from the registration requirements of the Securities Act,
                  subject to the Company's right prior to any such offer, sale
                  or transfer to require the delivery of an Opinion of Counsel,
                  certification and/or other information satisfactory to it.

         We understand that this certificate is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you, the Company, the Guarantors and the Trustee to produce this certificate to
any interested party in such proceeding. This certificate and the statements
contained herein are made for your benefit and the benefit of the Company and
Initial Purchasers of the Securities under the Purchase Agreement, dated July
21, 2004 with the Company relating to the Securities.

[Name of Transferor]

By:
     ------------------------------

Name:

Title:

Dated:

         cc:

         Attn:


                                      G-2
<PAGE>

                                                                       EXHIBIT H

                    FORM OF NOTATION OF SUBSIDIARY GUARANTEE

                  For value received, [INSERT NAMES OF GUARANTORS] (each a
"GUARANTOR" and, collectively, the "GUARANTORS") have, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture, dated as of July 26, 2004 (the "INDENTURE")
among Building Materials Corporation of America (the "COMPANY"), the Guarantors
and Wilmington Trust Company, as trustee (the "TRUSTEE"), (a) the full and
punctual payment of the principal of, premium, if any, and interest on the
Securities (as defined in the Indenture) when due, whether at maturity, by
acceleration, redemption or otherwise, and all other monetary obligations of the
Company under the Indenture and the Securities and (b) the full and punctual
performance within applicable grace periods of all other obligations of the
Company under the Indenture (including, without limitation, the compensation and
other payment obligations to the Trustee) and the Securities. The obligations of
each Guarantor to the Holders of Securities and to the Trustee pursuant to its
Subsidiary Guarantee and the Indenture are expressly set forth in Article X of
the Indenture and reference is hereby made to the Indenture for the precise
terms of the Subsidiary Guarantee. Each Holder of a Security, by accepting the
same, agrees to and shall be bound by such provisions.


                                      H-1
<PAGE>


                                     [LIST GUARANTORS],

                                     as Guarantors

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


                                      H-2