Exhibit
10.14  CONSOLIDATED
AND RESTATED CREDIT AGREEMENT   by and
among   BUILDING
MATERIALS CORPORATION OF AMERICA,   THE
LENDERS PARTY HERETO,   FLEET
NATIONAL BANK, as
Documentation Agent,  BEAR
STEARNS CORPORATE LENDING INC., as
Syndication Agent,   and   THE BANK
OF NEW YORK, as 
Swing Line Lender and as Administrative Agent   with   BNY
CAPITAL MARKETS, INC., as Lead
Arranger and Bookrunner  
  Dated as
of December 30, 2002  
   TABLE OF CONTENTS  1.
  DEFINITIONS AND PRINCIPLES OF CONSTRUCTION1.1. Definitions1.2. Principles of
  Construction2.
  AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT2.1. Revolving Credit Loans2.2. Revolving Credit Notes2.3. Swing Line Loans2.4. Swing Line Notes2.5. Procedure for Borrowing2.6. Termination
  or Reduction of Commitments2.7. Prepayments2.8. Use of Proceeds2.9. Letter of Credit
  Sub-Facility2.10.
  Letter of Credit Participation and Funding Commitments2.11.
  Absolute Obligation With Respect to Letter of Credit Payments2.12.
  Payments3. INTEREST, FEES, YIELD PROTECTIONS, ETC.3.1. Interest Rate and
  Payment Dates3.2. Fees3.3. Conversions3.4. Concerning Interest
  Periods3.5. Indemnification for Loss3.6. Capital Adequacy3.7. Reimbursement
  for Increased Costs3.8. Illegality of Funding3.9. Substituted Interest Rate3.10. Taxes; Net Payments3.11. Option to Fund3.12. Replacement of
  Lenders4. REPRESENTATIONS AND
  WARRANTIES4.1. Subsidiaries;
  Capitalization4.2. Existence and Power4.3. Authority and Execution4.4. Binding Agreement4.5. Litigation  
   4.6. Required Consents4.7.
  Absence of Defaults; No Conflicting Agreements4.8. Compliance with
  Applicable Laws4.9. Taxes4.10. Governmental Regulations4.11.
  Federal Reserve Regulations; Use of Loan Proceeds4.12.
  Plans4.13. Financial Statements4.14.
  Property4.15. Authorizations4.16. Environmental Matters4.17.
  Solvency4.18. Absence of
  Certain Restrictions4.19. No Misrepresentation5. CONDITIONS TO
  EFFECTIVENESS5.1. Evidence of Action5.2. This Agreement5.3.
  Notes5.4.
  Chase Platinum Substitute Note and Fleet LC Agreement5.5.
  Opinion of Counsel to the Borrower and its Subsidiaries6.
  CONDITIONS OF LENDING - ALL LOANS AND LETTERS OF CREDIT6.1. Compliance6.2.
  Borrowing Request; Letter of Credit Request6.3. Minimum Cash Amount6.4. Loan Closings7.
  AFFIRMATIVE COVENANTS7.1. Financial
  Statements and Information7.2. Certificates;
  Other Information7.3. Legal Existence7.4.
  Taxes7.5. Insurance and
  Condemnation.7.6. Performance of
  Obligations7.7. Observance of
  Legal Requirements7.8.
  Inspection of Property; Books and Records; Discussions7.9. Authorizations7.10. Financial Covenants7.11. Additional Subsidiaries7.12.
  Further Assurances; Certain Real Estate Matters7.13. Environmental Compliance  
   7.14.
  Invested Cash, Marketable Securities and System Cash8.
  NEGATIVE COVENANTS8.1. Indebtedness8.2. Liens8.3. Merger,
  Consolidations and Acquisitions8.4. Dispositions8.5. Investments, Loans, Etc.8.6. Restricted Payments8.7. Business and Name
  Changes8.8. ERISA8.9. Prepayments of
  Indebtedness8.10. Amendments,
  Etc. of Certain Agreements8.11. Transactions with
  Affiliates8.12. Limitation on
  Upstream Transfers8.13. Capital
  Leases and Sale-Leaseback Transactions8.14. Capital Expenditures8.15. Asbestos Costs8.16. Tax Sharing Payments9. DEFAULT9.1. Events of Default9.2. Contract Remedies10.
  THE ADMINISTRATIVE AGENT10.1. Appointment10.2. Delegation of Duties10.3. Exculpatory Provisions10.4. Reliance by Administrative
  Agent10.5. Notice of Default10.6.
  Non-Reliance on Administrative Agent and Other Lenders10.7. Indemnification10.8.
  Administrative Agent in Its Individual Capacity10.9. Successor
  Administrative Agent10.10.
  Documentation Agent, Syndication Agent and Lead Arranger10.11. Appointment of
  Collateral Agent11. OTHER PROVISIONS11.1. Amendments and Waivers11.2.
  Notices11.3. No Waiver;
  Cumulative Remedies  
   11.4.
  Survival of Representations and Warranties and Certain Obligations11.5.
  Expenses11.6. Lending Offices11.7. Successors and Assigns11.8.
  Indemnity11.9. Limitation of Liability11.10. Counterparts11.11. Adjustments; Set-off11.12. Construction11.13. Governing Law11.14. Headings Descriptive11.15. Severability11.16. Integration11.17. Consent to Jurisdiction11.18. Service of Process11.19. No Limitation
  on Service or Suit11.20. WAIVER OF TRIAL BY JURY11.21. Treatment
  of Confidential Information11.22. Conversion to DIP
  Facility11.23. Consolidation and
  Restatement11.24. Chase Platinum
  Substitute Note11.25. Fleet LC Agreement  EXHIBITS  Exhibit A
  
  List of Revolving Credit Commitment AmountsExhibit B-1
  
  Form of Revolving Credit A NoteExhibit B-2
  
  Form of Revolving Credit B NoteExhibit B-3
  
  Form of Swing Line A NoteExhibit B-4
  
  Form of Swing Line B NoteExhibit C-1
  
  Form of Borrowing RequestExhibit C-2
  
  Form of Letter of Credit RequestExhibit D
  
  Form of Notice of ConversionExhibit E
  
  Form of Compliance CertificateExhibit F-1
  
  Form of Opinion of General Counsel to the Borrower
  and its SubsidiariesExhibit F-2
  
  Form of Opinion of Special Counsel to the Borrower
  and its SubsidiariesExhibit G
  
  Form of Chase Platinum Substitute NoteExhibit H
  
  Form of Assignment and Acceptance AgreementExhibit I
  
  Form of Fleet LC AgreementExhibit J
  
  [Intentionally Omitted]Exhibit K
  
  [Intentionally Omitted]Exhibit L
  
  Form of Demand NoteExhibit M
  
  Form of Depositary Control Agreement  
   CONSOLIDATED
AND RESTATED CREDIT AGREEMENT, dated as of December 30, 2002, by and among
BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (the Borrower),
the lenders party hereto (together with their respective assigns, the Lenders,
each a Lender), FLEET NATIONAL BANK, as documentation agent (in such
capacity, the Documentation Agent), BEAR STEARNS CORPORATE LENDING
INC., as syndication agent (in such capacity, the Syndication Agent),
and THE BANK OF NEW YORK, as agent for the Lenders (in such capacity, the Administrative
Agent) and as swing line lender (in such capacity, the Swing Line
Lender).  This Agreement
consolidates and restates in their entirety the $110 Million Credit Agreement,
the $100 Million Credit Agreement, the Chase Platinum Substitute Note and the
Fleet LC Agreement.  1.DEFINITIONS AND PRINCIPLES OF
CONSTRUCTION  1.1.Definitions  As used
in this Agreement, terms defined in the preamble have the meanings therein
indicated, and the following terms have the following meanings:  ABR
Advances: the Swing Line Loans and the Revolving Credit Loans (or any
portions thereof), at such time as they (or such portions) are made and/or
being maintained at a rate of interest based upon the Alternate Base Rate.  Accountants:
Arthur Andersen LLP (or any successor thereto), or such other firm of certified
public accountants of recognized national standing selected by the Borrower and
reasonably satisfactory to the Administrative Agent.  Accumulated
Funding Deficiency: as defined in Section 302 of ERISA.  Acquisition:
with respect to the Borrower or any Subsidiary of the Borrower, the purchase or
other acquisition by such Person, by any means whatsoever (including through a
merger, dividend or otherwise and whether in a single transaction or in a
series of related transactions), of (i) any Capital Stock of any other Person
(other than a then existing Subsidiary of the Borrower) if, immediately
thereafter, such other Person would be either a Subsidiary of such Person or
otherwise under the control of such Person, or (ii) any business, going concern
or division or segment of any other Person (other than the Borrower or any
other Subsidiary of the Borrower), or all or substantially all of the assets of
any of the foregoing.  A
Credit Exposure: with respect to any A Lender as of any date, the sum as
of such date of (i) the outstanding principal balance of such Lenders
Revolving Credit A Loans, (ii) such Lenders Swing Line A Exposure, and (iii)
such Lenders Letter of Credit A Exposure.  Administrative
Agent: as defined in the preamble to this Agreement, which term, as
applicable, shall include The Bank of New York in its capacity as the
Administrative Agent under and as defined in the $110 Million Credit
Agreement and in its capacity as the Administrative Agent under and as
defined in the $100 Million Credit Agreement.  
   Advance:
with respect to a Loan, an ABR Advance or a Eurodollar Advance, as the case may
be.  Affected
Advance: as defined in Section 3.9.  Affiliate:
as to any Person, any other Person which, directly or indirectly, is in control
of, is controlled by, or is under common control with, such Person.  For purposes of this definition, control of
a Person shall mean the power, direct or indirect, (i) to vote 10% or more of
the securities or other interests having ordinary voting power for the election
of directors or other managing Persons thereof or (ii) to direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.  Affiliated Fund:
with respect to any Person, any mutual fund that is advised or managed by (a)
such Person, (b) a Fund Affiliate of such Person or (c) an entity or Fund
Affiliate of an entity that administers or manages such Person.  For purposes of this definition, Fund
Affiliate means, with respect to any Person, any other Person which,
directly or indirectly, controls, is controlled by or is under common control
with such Person, each officer, director, general partner or joint-venturer, Affiliated
Fund, adviser or manager of such Person, and each Person who is the beneficial
owner of 5% or more of any class of Voting Shares of such Person.  For the purposes of this definition,
control  means the possession of the power to direct or cause the direction
of management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise.  Affiliated
Fund Distressed Debt Group: each mutual fund and each Affiliated Fund of
such mutual fund, in each case whose primary stated purpose is the purchase of
distressed debt.  Aggregate
A Credit Exposure: at any time, the sum at such time of (i) the
outstanding principal balance of the Revolving Credit A Loans of all A Lenders,
plus (ii) the outstanding principal balance of the Swing Line A Loans plus
(iii) an amount equal to the Letter of Credit A Exposure of all A Lenders.  Aggregate
B Credit Exposure: at any time, the sum at such time of (i) the
outstanding principal balance of the Revolving Credit B Loans of all B Lenders,
plus (ii) the outstanding principal balance of the Swing Line B Loans plus
(iii) an amount equal to the Letter of Credit B Exposure of all B Lenders.  Aggregate
Commitment Percentage: with respect to any Lender as of any date, the
percentage as of such date equal to such Lenders Revolving Credit A and B
Commitment Amounts divided by the Aggregate Revolving Credit A and B Commitment
Amounts (or, if no Revolving Credit A or B Commitments then exist, the
percentage equal to such Lenders Revolving Credit A and B Commitment Amounts
on the last day upon which Revolving Credit A or B Commitments did exist
divided by the Aggregate Revolving Credit A and B Commitment Amounts as in
effect on such day).  2 
   Aggregate
Credit Exposure: at any time, the sum of the Aggregate A Credit Exposure
and the Aggregate B Credit Exposure at such time.  Aggregate
Revolving Credit A Commitment Amount: at any time, the sum at such time of
the Revolving Credit A Commitment Amounts of all A Lenders.  Aggregate
Revolving Credit B Commitment Amount: at any time, the sum at such time of
the Revolving Credit B Commitment Amounts of all B Lenders.  Aggregate
Revolving Credit Commitment Amount: the sum of the Aggregate Revolving
Credit A Commitment Amount and the Aggregate Revolving Credit B Commitment
Amount at such time.  Aggregate Voting
Exposure: the sum of (i) the Aggregate Revolving Credit Commitment Amount
of all Lenders, (ii) the outstanding principal amount of the Chase Platinum
Substitute Note and (iii) the undrawn face amount of the Fleet LC plus the
amount of any unpaid drafts drawn under the Fleet LC.  Agreement:
this Consolidated and Restated Credit Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.  A
Lender: a Lender having a Revolving Credit A Commitment or outstanding
Revolving Credit A Loans, Swing Line A Exposure or Letter of Credit A Exposure.  Alternate
Base Rate: on any date, a rate of interest per annum equal to the higher
of (i) the Federal Funds Rate in effect on such date plus 1/2 of 1% or
(ii) the BNY Rate in effect on such date.  Alternate
DIP Facility: as defined in Section 11.22.  Annual
Asbestos Basket: as defined in Section 8.15.  Appeal
Security: cash, letters of credit or any other security deposited by the
Borrower or any of its Subsidiaries on or after the Closing Date to secure any
appeal bond or similar instrument in connection with any asbestos litigation.  Appeal
Security Drawn Amount: an amount equal to the aggregate amount of all
Appeal Security deposited on or after the Closing Date that has been drawn by
the holder of the applicable appeal bond or similar instrument.  Appeal
Security Undrawn Amount: an amount equal to (i) the aggregate original
amount of all Appeal Security deposited on or after the Closing Date plus
(ii) the amount of each increase to the face amount of any letter of credit
constituting Appeal Security minus (iii) the sum of, without duplication
(A) the amount of each reduction to the face amount of any such letter of
credit not resulting from any drawing thereunder, (B) the undrawn face amount
of any  3 
   such
letter of credit that has been terminated, and (C) the undrawn face amount of
any such Appeal Security that has been returned to the Borrower or any of its
Subsidiaries.  Applicable
Margin: a rate per annum equal to (i) with respect to ABR Advances, 0.00%,
and (ii) with respect to Eurodollar Advances, 2.64%; provided that if at
any time during the pendency of a BMCA Bankruptcy (as defined in the Collateral
Agent Agreement), (A) the Senior Note Lien Avoidance (as defined in the
Collateral Agent Agreement) has occurred, (B) the 1999 Liens (as defined in the
Collateral Agent Agreement) remain in full force and effect, and (C) the DIP
Facility shall have come into effect, then, for the period from and after such
time as such Senior Note Lien Avoidance shall have occurred, the Applicable
Margin under the DIP Facility shall be increased by 1%.  Approved
Bank: any bank whose (or whose parent companys) unsecured non-credit
supported short-term commercial paper rating from (i) Standard & Poors is
at least A-1 or the equivalent thereof or (ii) Moodys is at least P-1 or the
equivalent thereof.  Assignment:
as defined in Section 11.7(c).  Assignment
and Acceptance Agreement: an assignment and acceptance agreement executed
by an assignor and an assignee, substantially in the form of Exhibit H.  Authorized
Signatory: as to (i) any Person which is a corporation, the chairman of
the board, the president, any vice president, the chief financial officer or
any other officer (acceptable to the Administrative Agent) thereof and (ii) any
Person which is not a corporation, the general partner or other managing Person
(acceptable to the Administrative Agent) thereof.  B
Credit Exposure: with respect to any B Lender as of any date, the sum as
of such date of (i) the outstanding principal balance of such Lenders Revolving
Credit B Loans, (ii) such Lenders Swing Line B Exposure, and (iii) such
Lenders Letter of Credit B Exposure.  B
Lender: a Lender having a Revolving Credit B Commitment or outstanding
Revolving Credit B Loans, Swing Line B Exposure or Letter of Credit B Exposure.  BNY:
The Bank of New York.  BNY
Capital Markets: BNY Capital Markets, Inc.  BNY
Rate: a rate of interest per annum equal to the rate of interest publicly
announced in New York City by BNY from time to time as its prime commercial lending
rate, such rate to be adjusted automatically (without notice) on the effective
date of any change in such publicly announced rate.  Borrower
Intercompany Investments: demand loans which are (i) made by the Borrower
to or in any Guarantor or (ii) made by any Guarantor to or in the Borrower or
to or in any other Guarantor and, in each case, evidenced by a Demand Note.  4 
   Borrowing
Date: any Business Day on which (i) the Lenders make Revolving Credit
Loans, (ii) the Swing Line Lender makes a Swing Line Loan or (iii) the Issuing
Bank issues a Letter of Credit.  Borrowing
Request: a request for Revolving Credit Loans or a Swing Line Loan in the
form of Exhibit C-1.  Business
Day: (i) for all purposes other than as set forth in clause (ii) below,
any day other than a Saturday, a Sunday or a day on which commercial banks
located in New York City are authorized or required by law or other
governmental action to close, and (ii) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
Eurodollar Advances, any day which is a Business Day described in clause (i)
above and which is also a day on which eurodollar funding between banks may be
carried on in London, England.  Capital Expenditures: of any Person means
expenditures (whether paid in cash or other consideration or accrued as a
liability) for fixed or capital assets (excluding any capitalized interest and
any such asset acquired in connection with normal replacement and maintenance
programs to the extent properly charged to current operations and excluding any
replacement assets to the extent acquired with the proceeds of insurance) made
by such Person, all as determined in accordance with GAAP.  Capital
Lease: a lease the obligations in respect of which are required to be
capitalized by the lessee thereunder for financial reporting purposes in
accordance with GAAP.  Capital
Stock: as to any Person, all shares, interests, partnership interests, limited
liability company interests, participations, rights in or other equivalents
(however designated) of such Persons equity (however designated) and any
rights, warrants or options exchangeable for or convertible into such shares,
interests, participations, rights or other equity.  Cash
Collateral Account: an account maintained by the Collateral Agent pursuant
to the Security Agreement and entitled the Building Materials Corporation of
America Cash Collateral Account, provided that the name of such account shall
be changed following the change of name of the Borrower.  Cash
Equivalents: shall mean (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in full support thereof) having maturities of not
more than six months from the date of acquisition, (ii) Dollar denominated
domestic and Eurodollar time deposits, certificates of deposit and bankers
acceptances of (x) any Lender or (y) any Approved Bank, in any such case with
maturities of not more than six months from the date of acquisition, and (iii)
commercial paper issued by any Approved Bank or by the parent company of any
Approved Bank and commercial paper issued by, or guaranteed by, any industrial
or financial company with an unsecured non-credit supported short-term
commercial paper rating of at least A-1 or the equivalent by Standard &
Poors or at least P-1 or the equivalent by Moodys, or guaranteed by any
industrial or financial company with  5 
   a long
term unsecured non-credit supported senior debt rating of at least A or A-2, or
the equivalent, by Standard & Poors or Moodys, as the case may be, and in
each case maturing within six months after the date of acquisition, provided
that such securities, time deposits, certificates of deposit, bankers
acceptances and commercial paper have been issued in the United States, have been
deposited in the Cash Collateral Account and in respect of which the Collateral
Agent has a first priority perfected security interest therein.  Cash
Management System: as defined in Section 3.4(d)(iii) of the Security
Agreement.  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 Shares of the
Borrower or any Parent is publicly traded on a national securities exchange or
in the NASDAQ (national market system), the Permitted Holders cease to be the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, of majority voting power of the Voting Shares of
the Borrower, whether as a result of issuance of securities of the Borrower or
any of its Affiliates, any merger, consolidation, liquidation or dissolution of
the Borrower or any of its Affiliates, any direct or indirect transfer of
securities by any Permitted Holder or by any 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 Shares 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 Shares 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 Shares of the Borrower or any Parent; 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
Shares of the Borrower or such Parent than such other Person and do not have
the right or ability by voting power, contract or otherwise to elect or
designate for election of a majority of the Managing Person of the Borrower or
such Parent; or (iii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Managing Person of the
Borrower or G-I Holdings Inc. (together with any new members whose election by
the Managing Person of the Borrower or G-I Holdings Inc., or whose nominations
for election by the shareholders of the Borrower or G-I Holdings Inc., was
approved by a vote of a majority of the members of such Managing Person then
still in office who were either members 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 members of such Managing Person then
in office.  Chase
Platinum Agreement: the agreement, from time to time in effect, between
JPMorgan Chase Bank (formerly, The Chase Manhattan Bank) and the Borrower
providing for the leasing to the Borrower of 11,329 ounces of platinum.  6 
   Chase Platinum
Exposure: with respect to any Voting Lender, the amount of the outstanding
principal amount of the Chase Platinum Substitute Note held by such Voting
Lender.  Chase
Platinum Substitute Note: the note, dated as of the Effective Date, made
by the Borrower to JPMorgan Chase Bank (formerly, The Chase Manhattan Bank)
evidencing (i) the delivery of 11,329 ounces of platinum to JPMorgan Chase Bank
in satisfaction of the Chase Platinum Agreement and (ii) the loan made by
JPMorgan Chase Bank to the Borrower in an amount equal to the Borrowers cost
of purchase of such platinum as described in such note, as amended and restated
as of December 30, 2002, a copy of which note, as amended and restated,is
attached as Exhibit G and which note, as amended and restated,is
incorporated by reference into this Agreement pursuant to Section 11.24.  Closing
Date: December 4, 2000.  Code:
the Internal Revenue Code of 1986, as the same may be amended from time to
time, or any successor thereto, and the rules and regulations issued thereunder,
as from time to time in effect.  Collateral: means any and all Collateral as
defined in any applicable Security Document.  Collateral Agent: means BNY, as Collateral
Agent under the Collateral Agent Agreement.  Collateral Agent Agreement: means the
Collateral Agent Agreement, dated as of December 22, 2000, among the (i)
Administrative Agent under, and as defined in, the $110 Million Credit
Agreement, (ii) the Administrative Agent under, and as defined in, the $100
Million Credit Agreement, (iii) the Collateral Agent, (iv) each trustee under
each Senior Note Indenture, (v) JPMorgan Chase Bank, in connection with the
Chase Platinum Substitute Note, and (vi) Fleet National Bank, in connection
with the Fleet LC Agreement.  Commitment:
a Revolving Credit A Commitment, a Revolving Credit B Commitment, the Letter of
Credit A Commitment, the Letter of Credit B Commitment, the Swing Line A
Commitment or the Swing Line B Commitment, as the case may be.  Commitment Fee:
as defined in Section 3.2(a).  Commitment
Percentage: as applicable and as the context may require, with respect to
any Lender as of any date, the percentage as of such date equal to such
Lenders Revolving Credit A or B (as applicable) Commitment Amount divided by
the Aggregate Revolving Credit A or B (as applicable) Commitment Amount (or, if
no Revolving Credit A or B (as applicable) Commitments then exist, the
percentage equal to such Lenders Revolving Credit A or B (as applicable)
Commitment Amount on the last day upon which Revolving Credit A or B (as
applicable) Commitments did exist divided by the Aggregate Revolving Credit A
or B (as applicable) Commitment Amount as in effect on such day).  7 
   Compensatory
Interest Payment: as defined in Section 3.1(c).  Compliance
Certificate: a certificate substantially in the form of Exhibit E.  Consolidated:
the Borrower and its Subsidiaries on a consolidated basis in accordance with
GAAP.  Consolidated EBITDA:
for any period, net income of the Borrower and its Subsidiaries determined on a
Consolidated basis in accordance with GAAP for such period plus, to the
extent not excluded (as set forth below) from net income, the sum of, without
duplication, (i) Consolidated Interest Expense, (ii) provision for income taxes
of the Borrower and its Subsidiaries, and (iii) depreciation, amortization and
other non-cash charges of the Borrower and its Subsidiaries. For purposes of
this definition the following shall be excluded for purposes of calculating net
income: (a) extraordinary gains and losses, (b) non-recurring non-cash charges
relating to the closing of the facilities described in Section 8.4(i) and
non-recurring severance costs related thereto for the fiscal quarter ended
December 31, 2000 in an aggregate amount not exceeding $2,300,000, (c)
realized losses from the sale at any time on or after October 2, 2000 of
Marketable Securities, such Marketable Securities itemized in the Consolidated
Balance Sheet of the Borrower for the fiscal quarter ended October 1, 2000
under the line items entitled Investments in Available For Sale Securities
and Investments in Trading Securities, (d) the one time charge related to an
increase in the warranty reserve for the fiscal quarter ended December 31, 2000
in an amount not exceeding $15,000,000, (e) the non-recurring charge in an
aggregate amount not exceeding $3,000,000 relating to the modification of the
Borrowers employee stock purchase program in existence on the Closing Date and
(f) non-cash charges relating to stock options or related plans given to
employees of the Borrower and its Subsidiaries.  Consolidated
Interest Expense: for any period, cash interest expense of the Borrower
and its Subsidiaries determined on a Consolidated basis in accordance with
GAAP.  Contingent
Obligation: as to any Person (a secondary obligor), any
obligation of such secondary obligor (i) guaranteeing or in effect guaranteeing
any return on any investment made by another Person, or (ii) guaranteeing or in
effect guaranteeing any Indebtedness, lease, dividend or other obligation (a primary
obligation) of any other Person (a primary obligor) in any
manner, whether directly or indirectly, including any obligation of such
secondary obligor, whether contingent, (a) to purchase any primary obligation
or any Property constituting direct or indirect security therefor, (b) to
advance or supply funds (i) for the purchase or payment of any primary
obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of a primary
obligor, (c) to purchase Property, securities or services primarily for the
purpose of assuring the beneficiary of any primary obligation of the ability of
a primary obligor to make payment of a primary obligation, (d) otherwise to
assure or hold harmless the beneficiary of a primary obligation against loss in
respect thereof, and (e) in respect of the liabilities of any partnership in
which a secondary obligor is a general partner, except to the extent that such
liabilities of such partnership are nonrecourse to such secondary obligor and
its separate Property, provided, however, that the term  8 
   Contingent
Obligation shall not include the indorsement of instruments for deposit or
collection in the ordinary course of business. 
The amount of any Contingent Obligation of a Person shall be deemed to
be an amount equal to the stated or determinable amount of a primary obligation
in respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
as determined by such Person in good faith.  Control
Person: as defined in Section 3.6.  Conversion
Date: the date on which: (i) a Eurodollar Advance is converted to an ABR
Advance, (ii) an ABR Advance is converted to a Eurodollar Advance or (iii) a
Eurodollar Advance is converted to a new Eurodollar Advance.  Credit
Exposure: with respect to any Lender as of any date, the sum as of such
date of (i) the outstanding principal balance of such Lenders aggregate
Revolving Credit A and B Loans, (ii) such Lenders aggregate Swing Line A and B
Exposure, and (iii) such Lenders aggregate Letter of Credit A and Exposure.  Credit
Party: the Borrower and each Guarantor.  Debt
Obligations: as defined in Section 9.1(f).  Default:
any event or condition which constitutes an Event of Default or which, with the
giving of notice, the lapse of time, or any other condition, would, unless
cured or waived, become an Event of Default.  Demand
Note: a demand promissory note, in the form of Exhibit L, endorsed in
blank and pledged to the Collateral Agent pursuant to the Security Documents.  Depositary
Control Agreement: an agreement among a Credit Party, a Qualified
Depositary Institution and the Collateral Agent substantially in the form of
Exhibit M, with such changes thereto as shall be agreed upon by such Credit
Party, Qualified Depositary Institution and the Collateral Agent.  DIP
Facility: as defined in Section 11.22.  Disbursement
Account No. 1: as defined in the Security Agreement.  Disbursement
Account No. 2: as defined in the Security Agreement.  Disbursement
Account No. 1 Cash: cash on deposit in Disbursement Account No. 1.  Disbursement
Account No. 2 Cash: cash on deposit in Disbursement Account No. 2.  9 
   Disposition:
with respect to any Person, any sale, assignment, transfer or other disposition
by such Person, by any means, of (i) the Capital Stock of any other Person,
(ii) any business, going concern or division or segment thereof, or (iii) any
other Property of such Person.  Dollars
and $: lawful currency of the United States.  Effective
Date: December 22, 2000.  Employee
Benefit Plan: an employee benefit plan within the meaning of Section 3(3)
of ERISA maintained, sponsored or contributed to by the Borrower, any of its
Subsidiaries or any ERISA Affiliate.  Environmental Laws: means all applicable
laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions, or binding agreements issued, promulgated or entered into by any
Governmental Authority, relating to the environment, preservation or
reclamation of natural resources, or the management or release of any Hazardous
Material.  Environmental Liability: means, as to any
Person, any liability, contingent or otherwise (including any liability for
damages, costs of environmental remediation, fines, penalties or indemnities),
of such Person directly or indirectly resulting from or based upon (i)
violation of any Environmental Law, (ii) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials,
(iii) exposure to any Hazardous Materials, (iv) the release or threatened
release of any Hazardous Materials into the environment or (v) any contract,
agreement or other consensual arrangement pursuant to which liability is
assumed or imposed with respect to any of the foregoing.  ERISA:
the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations issued thereunder, as from time to time in
effect.  ERISA
Affiliate: when used with respect to an Employee Benefit Plan, ERISA, the
PBGC or a provision of the Code pertaining to employee benefit plans, any
Person which is a member of any group of organizations within the meaning of
Sections 414(b) or (c) of the Code (or, solely for purposes of potential
liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code
and the lien created under Section 302(f) of ERISA and Section 412(n) of the
Code, Sections 414(m) or (o) of the Code) of which the Borrower or any of its
Subsidiaries is a member.  Eurodollar
Advances: collectively, the Revolving Credit A or B (as applicable) Loans
(or any portions thereof), at such time as they (or such portions) are made
and/or being maintained at a rate of interest based upon the Eurodollar Rate.  Eurodollar
Rate: with respect to each Eurodollar Advance, a rate of interest per
annum, as determined by the Administrative Agent, obtained by dividing (and
then rounding to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%,
then to the next higher 1/16 of 1%):  10 
   (a)the rate, as reported by BNY to the
Administrative Agent, quoted by BNY to leading banks in the interbank
eurodollar market as the rate at which BNY is offering Dollar deposits in an
amount equal approximately to the Eurodollar Advance of BNY to which such
Interest Period shall apply for a period equal to such Interest Period, as
quoted at approximately 11:00 a.m. two Business Days prior to the first day of
such Interest Period, by  (b)a number equal to 1.00 minus
the aggregate of the then stated maximum rates during such Interest Period of
all reserve requirements (including marginal, emergency, supplemental and
special reserves), expressed as a decimal, established by the Board of
Governors of the Federal Reserve System and any other banking authority to
which BNY and other major United States money center banks are subject, in
respect of eurocurrency funding (currently referred to as Eurocurrency Liabilitiesin
Regulation D of the Board of Governors of the Federal Reserve System), without
benefit of credit for proration, exceptions or offsets which may be available
from time to time to any Lender.  Event
of Default: as defined in Section 9.1.  Exchange
Act: the Securities Exchange Act of 1934, as amended.  Excluded
Taxes:  collectively, in the case
of any Indemnified Tax Person, (i) Taxes imposed on the net income of such
Indemnified Tax Person by the jurisdiction in which such Indemnified Tax Person
has its situs of organization or in which such Indemnified Tax Persons lending
office is located or is engaged in business, (ii) Taxes imposed on the net
income of such Indemnified Tax Person (other than those Taxes described in
clause (i)), except to the extent that such Taxes would not have been incurred
but for the situs of organization, any place of business or the activities of
the Borrower or any of its Subsidiaries in the jurisdiction imposing the Tax,
(iii) Taxes (other than withholding Taxes) imposed on or measured by the
gross income, gross receipts or capital of such Indemnified Tax Person, except
to the extent that such Taxes would not have been incurred but for the situs of
organization, any place of business or the activities of the Borrower or any of
its Subsidiaries in the jurisdiction imposing the Tax, (iv) any
withholding Taxes imposed with respect to a payment to a person who has become
a Lender as a result of an Assignment to the extent such withholding arises as
a result of Section 881(c)(3)(A) of the Code, (v) any Tax imposed on a
transfer of a Note, and (vi) any Tax imposed as a result of the willful
misconduct of such Indemnified Tax Person.  Existing
Credit Agreement: as defined in the $110 Million Credit Agreement.  Federal
Funds Rate: for any day, a rate per annum (expressed as a decimal, rounded
upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, provided that (i) if the day for which such rate is to be
determined is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if such rate is not so
published for any day, the Federal Funds   11 
   Rate for
such day shall be the average of the quotations for such day on such
transactions received by BNY as determined by BNY and reported to the
Administrative Agent.  Fees:
as defined in Section 2.12.  Financial
Officer: as to any Person, the chief financial officer of such Person or
such other officer as shall be satisfactory to the Administrative Agent.  Financial
Statements: as defined in Section 4.13.  Fleet
LC: the letter of credit in the amount of $3,551,781 issued by Fleet
National Bank with respect to the Shafter, California IDB facility.  Fleet
LC Agreement: collectively, (i) the Amended and Restated Reimbursement
Agreement, dated as of September 22, 2000, between Fleet National Bank and
Building Materials Manufacturing Corporation providing for the issuance of the
Fleet LC, as amended by the First Amendment Agreement, dated as of December 4,
2000, and the Second Amendment Agreement, dated as of December 30, 2002, and
(ii) the Parent Guarantee, dated as of December 4, 2000, pursuant to which the
Borrower unconditionally guarantees to Fleet National Bank the obligations of
Building Materials Manufacturing Corporation under the Amended and Restated
Reimbursement Agreement described in clause (i) of this definition, a copy of
which Amended and Restated Reimbursement Agreement as so amended and Parent
Guarantee are attached as Exhibit I and which Amended and Restated
Reimbursement Agreement as so amended and Parent Guarantee are incorporated by
reference into this Agreement pursuant to Section 11.25.  Fleet LC Exposure:
with respect to any Voting Lender, the amount of the undrawn face amount of the
Fleet LC plus the amount of any unpaid drafts drawn under the Fleet LC held by
such Voting Lender.  Fronting
Fees: as defined in Section 3.2(c).  Funded
Current Liability Percentage: as defined in Section 401(a)(29) of the
Code.  GAAP:
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and in the statements and pronouncements of the
Financial Accounting Standards Board or in such other statement by such other
entity as may be approved by a significant segment of the accounting
profession, which are applicable to the circumstances as of the date of
determination, consistently applied.  Governmental
Authority: any foreign, federal, state, municipal or other government, or
any department, commission, board, bureau, agency, public authority or
instrumentality thereof, or any court or arbitrator.  12 
   Guarantor:
at any time, any Subsidiary of the Borrower that is a party to the Subsidiary
Guaranty.  Guaranty Documents: means the Subsidiary
Guaranty and each other guaranty agreement, instrument or other document
executed or delivered pursuant to Section 7.11 or 7.12 to guarantee any of the
Obligations.  Hazardous Materials: means all substances or
wastes regulated or characterized as explosive, radioactive, toxic, hazardous,
contaminant or pollutant under Environmental Laws, including petroleum or
petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas and infectious or medical wastes.  Hedge
Agreement: any swap agreement, cap agreement, collar agreement, futures
contract, forward contract or similar agreement or arrangement entered into to
protect against or mitigate the effect of fluctuations in interest rates,
foreign exchange rates or prices of commodities used in the business of the
Borrower and its Subsidiaries.  Highest
Lawful Rate: as to any Lender or any Issuing Bank, the maximum rate of
interest, if any, that at any time or from time to time may be contracted for,
taken, charged or received by such Lender on the Note held by it or by such
Issuing Bank pursuant to the Reimbursement Agreements, as the case may be, or
which may be owing to such Lender or such Issuing Bank pursuant to the Loan
Documents under the laws applicable to such Lender or such Issuing Bank and
this transaction.  Included
Taxes: all Taxes other than Excluded Taxes.  Indebtedness:
as to any Person, at a particular time, all items which constitute, without
duplication, (i) indebtedness for borrowed money, (ii) indebtedness in respect
of the deferred purchase price of Property (other than trade payables incurred
in the ordinary course of business), (iii) indebtedness evidenced by notes,
bonds, debentures or similar instruments, (iv) obligations with respect to any
conditional sale or title retention agreement, (v) indebtedness arising under
acceptance facilities and the amount available to be drawn under all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder to the extent such Person shall not have reimbursed the
issuer in respect of the issuers payment thereof, (vi) all liabilities secured
by any Lien on any Property owned by such Person even though such Person has
not assumed or otherwise become liable for the payment thereof (other than
carriers, warehousemens, mechanics, repairmens or other like non-consensual
statutory Liens arising in the ordinary course of business), (vii) obligations
under Capital Leases, (viii) all obligations of such Person in respect of
Capital Stock subject to mandatory redemption or redemption at the option of the
holder thereof, in whole or in part, and (ix) all Contingent Obligationsof
such Person in respect of any of the foregoing.  Indemnified
Liabilities: as defined in Section 11.5.  Indemnified
Person: as defined in Section 11.8.  13 
   Indemnified
Tax Person: the Administrative Agent, the Swing Line Lender, any Issuing
Bank or any Lender.  Interest
Coverage Ratio: at any date of determination, the ratio of Consolidated
EBITDA to Consolidated Interest Expense, in each case for the four fiscal
quarter period ending on such date or, if such date is not the last day of a
fiscal quarter, for the immediately preceding four fiscal quarter period.  Interest
Payment Date: (i) as to any ABR Advance, the last day of each calendar
month and each day that such ABR Advance is repaid or converted, (ii) as to any
Swing Line Loan, the last day of each calendar month and the date on which the
outstanding principal balance of such Swing Line Loan shall become due and payable
in accordance with Section 2.3, (iii) as to any Eurodollar Advance, (x) the
last day of each calendar month and (y) the last day of the Interest Period
with respect to such Eurodollar Advance, and (iv) as to all Advances, the
Maturity Date, provided that, for purposes of clauses (i), (ii) and (iii)(x) of
this definition, if any such Interest Payment Date would otherwise end on a day
that is not a Business Day, such Interest Payment Date shall be extended to the
next succeeding Business Day.  Interest
Period:  (a)subject to the provisions of Section
3.4, with respect to any Eurodollar Advance requested by the Borrower, the
period commencing on, as the case may be, the Borrowing Date or Conversion Date
with respect to such Eurodollar Advance and ending one, two, three or six
months thereafter, as selected by the Borrower in its irrevocable Borrowing
Request or its irrevocable Notice of Conversion, provided, however, that (i) if
any Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the
immediately preceding Business Day and (ii) any Interest Period which begins on
the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of a calendar month; and  (b)subject to the provisions of Section
3.4, with respect to any Swing Line Loan requested by the Borrower, the period
commencing on the Borrowing Date with respect to such Swing Line Loan and
ending on or between one and five Business Days thereafter, as selected by the
Borrower in its irrevocable Borrowing Request, provided, however, that (i) if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day, and
(ii) the Borrower shall select Interest Periods so as not to have more than
three different Interest Periods outstanding at any one time for all Swing Line
A or B (as applicable) Loans.  Invested Cash:  means cash and Cash Equivalents (excluding System Cash,
Disbursement Account No. 1 Cash and Disbursement Account No. 2 Cash).  14 
   Investments:
as defined in Section 8.5.  Issuing
Banks: with respect to the Letters of Credit issued under (i) the Letter
of Credit A Commitment, BNY and JPMorgan Chase Bank (formerly, The Chase
Manhattan Bank) and (ii) the Letter of Credit B Commitment, BNY; each an Issuing
Bank.  Lead
Arranger: BNY Capital Markets.  Lender:
as applicable and as the context may require, an A Lender or a B Lender.  Letter
of Credit: as defined in Section 2.9(a). 
With respect to the Letter of Credit A Commitment, the term Letter of
Credit shall include all Letters of Credit issued under the Letter of Credit A
Commitment, all Letters of Credit issued under and as defined in the $110
Million Credit Agreement, and all Letters of Credit issued under and as
defined in the Existing Credit Agreement outstanding on the Effective Date
under the Existing Credit Agreement. 
With respect to the Letter of Credit B Commitment, the term Letter of
Credit shall include all Letters of Credit issued under the Letter of Credit B
Commitment and all Letters of Credit issued under and as defined in the $100
Million Credit Agreement.  Letter
of Credit Commissions: as defined in Section 3.2(b).  Letter
of Credit A Commitment: the commitment of the applicable Issuing Banks to
issue Letters of Credit having an aggregate outstanding face amount up to the
Aggregate Revolving Credit A Commitment Amount, and the commitment of the A
Lenders to participate in the Letter of Credit A Exposure as set forth in
Section 2.10.  Letter
of Credit B Commitment: the commitment of the applicable Issuing Banks to
issue Letters of Credit having an aggregate outstanding face amount up to
$25,000,000, and the commitment of the B Lenders to participate in the Letter
of Credit B Exposure as set forth in Section 2.10.  Letter
of Credit A Exposure: as of any date and in respect of any A Lender, an
amount equal to (i) the sum as of such date, without duplication, of (x) the
aggregate undrawn face amount of all outstanding Letters of Credit issued under
the Letter of Credit A Commitment, (y) the aggregate amount of unpaid drafts
drawn on all Letters of Credit issued under the Letter of Credit A Commitment,
and (z) the aggregate unpaid Reimbursement Obligations in respect of any
Letters of Credit issued under the Letter of Credit A Commitment (after giving
effect to any Revolving Credit A Loans made on such date to pay any such
Reimbursement Obligations), multiplied by (ii) such A Lenders
applicable Commitment Percentage.  Letter
of Credit B Exposure: as of any date and in respect of any B Lender, an
amount equal to (i) the sum as of such date, without duplication, of (x) the
aggregate undrawn face amount of all outstanding Letters of Credit issued under
the Letter of Credit B Commitment, (y) the aggregate amount of unpaid drafts
drawn on all Letters of Credit issued under the Letter of Credit B Commitment, and
(z) the aggregate unpaid Reimbursement Obligations in respect of any Letters of
Credit issued under the Letter  15 
   of
Credit B Commitment (after giving effect to any Revolving Credit B Loans made
on such date to pay any such Reimbursement Obligations), multiplied by
(ii) such B Lenders applicable Commitment Percentage.  Letter
of Credit Participation: with respect to each Lender, its obligations to
each Issuing Bank hereunder.  Letter
of Credit Request: a request in the form of Exhibit C-2, which, in the
case of a request for the issuance of a Letter of Credit under the Letter of
Credit B Commitment, shall also contain, among other things, a certification as
to the satisfaction of Section 6.3.  Lien:
any mortgage, pledge, hypothecation, assignment, deposit or preferential
arrangement, encumbrance, lien (statutory or other), or other security
agreement or security interest of any kind or nature whatsoever, including any
conditional sale or other title retention agreement (other than an operating
lease) and any capital or financing lease having substantially the same
economic effect as any of the foregoing.  Loan:
a Revolving Credit A Loan, a Revolving Credit B Loan, a Swing Line A Loan or a
Swing Line B Loan, as the case may be.  Loan
Documents: collectively, this Agreement, the Notes, the Reimbursement
Agreements, the Guaranty Documents, the Security Documents and all other
agreements, instruments and documents executed or delivered in connection herewith,
in each case as amended, supplemented or otherwise modified from time to time.  Loans:
the Revolving Credit A Loans, the Revolving Credit B Loans, the Swing Line A
Loans and/or the Swing Line B Loans, as the case may be.  Management
Agreement: the Amended and Restated Management Agreement, dated as of
January 1, 1999, among GAF Corporation, G-I Holdings Inc., G Industries Corp.,
Merick Inc., GAF Fiberglass Corporation, International Specialty Products Inc.,
GAF Building Materials Corporation, GAF Broadcasting Company, Inc., the
Borrower and ISP Opco Holdings Inc., and as the same may be further amended,
supplemented or otherwise modified from time to time in accordance with Section
8.10.  Managing
Person: with respect to any Person that is (i) a corporation, its board of
directors, (ii) a limited liability company, its board of control, managing
member or members, (iii) a limited partnership, its general partner, (iv) a
general partnership or a limited liability partnership, its managing partner or
executive committee or (v) any other Person, the managing body thereof or other
Person analogous to the foregoing.  Mandatory
Borrowing: as defined in Section 2.3(c).  16 
   Margin
Stock: any margin stock, as defined in Regulation U of the Board of
Governors of the Federal Reserve System, as amended, supplemented or otherwise
modified from time to time.  Marketable
Securities: liquid marketable securities (other than Cash Equivalents)
owned by the Borrower and its Subsidiaries (free and clear of any restriction)
which are traded on a major United States exchange (which shall include,
without limitation, the NASDAQ (national market system)).  Material
Adverse Change: a material adverse change in (i) the financial condition,
operations, business, prospects or Property of (A) the Borrower or (B) the
Borrower and its Subsidiaries taken as a whole (which in the case of clauses
(A) and (B) shall exclude the status of asbestos related claims (other than asbestos
related claims made by any Governmental Authority under any Environmental Laws)
against the Borrower or any of its Subsidiaries), (ii) the ability of the
Borrower or any of its Subsidiaries to perform any of its obligations under the
Loan Documents to which it is a party or (iii) the ability of the
Administrative Agent and the Lenders to enforce any of the Loan Documents.  Material
Adverse Effect: a material adverse effect on (i) the financial condition,
operations, business, prospects or Property of (A) the Borrower or (B) the
Borrower and its Subsidiaries taken as a whole (which in the case of clauses
(A) and (B) shall exclude the status of asbestos related claims (other than
asbestos related claims made by any Governmental Authority under any Environmental
Laws) against the Borrower or any of its Subsidiaries), (ii) the ability of the
Borrower or any of its Subsidiaries to perform any of its obligations under the
Loan Documents to which it is a party or (iii) the ability of the
Administrative Agent and the Lenders to enforce any of the Loan Documents.  Material
Agreements: collectively, the Senior Note Indentures, the Tax Sharing
Agreement, the Management Agreement and the Receivables Purchase Documents.  Maturity
Date: August 18, 2003, or such earlier date on which the Revolving Credit
Notes shall become due and payable, whether by acceleration or otherwise.  Moodys:
Moodys Investors Service, Inc. and any successor thereto that is a nationally
recognized rating agency or, if neither Moodys Investors Service, Inc. nor any
such successor shall be in the business of rating senior unsecured long-term
debt, a nationally recognized rating agency in the United States selected by
the Required Lenders.  Mortgage: means a mortgage, deed of trust,
assignment of leases and rents, leasehold mortgage or other security document
granting a Lien on any Mortgaged Property to secure the Obligations.  Each Mortgage shall be satisfactory in form
and substance to the Administrative Agent.  Mortgaged Property: means, initially, each
parcel of real property and the improvements thereto owned by the Borrower or
any Guarantor and identified on Schedule  17 
   1.1(m), and includes each
other parcel of real property and improvements thereto with respect to which a
Mortgage is granted pursuant to Section 7.11 or 7.12.  Multiemployer
Plan: a Pension Plan which is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.  Note:
a Revolving Credit A Note, a Revolving Credit B Note, the Swing Line A Note or
the Swing Line B Note, as the case may be.  Notes:
the Revolving Credit A Notes, the Revolving Credit B Notes, the Swing Line A
Note and/or the Swing Line B Note, as the case may be.  Notice
of Conversion: a notice substantially in the form of Exhibit D.  Obligations:  as defined in the Security Agreement.  $100
Million Credit Agreement: the Credit Agreement, dated as of December 4,
2000, by and among the Borrower, the Lenders party thereto, and BNY, as Swing
Line Lender and as Administrative Agent, as amended by Amendment No. 1, dated
as of December 22, 2000, and Amendment No. 2, dated as of March 8, 2001.  $110
Million Credit Agreement: the Amended and Restated Credit Agreement, dated
as of December 4, 2000, by and among the Borrower, the Lenders party thereto,
Fleet National Bank, as Documentation Agent, Bear Stearns Corporate Lending,
Inc, as Syndication Agent, and BNY, as Swing Line Lender and as Administrative
Agent, as amended by Amendment No. 1, dated as of December 22, 2000, and
Amendment No. 2, dated as of March 8, 2001.  Organizational
Documents: as to any Person which is (i) a corporation, the certificate or
articles of incorporation and by-laws of such Person, (ii) a limited liability
company, the limited liability company agreement or similar agreement of such
Person, (iii) a partnership, the partnership agreement or similar agreement of
such Person, or (iv) any other form of entity or organization, the
organizational documents analogous to the foregoing.  Original
Effective Date:  August 18, 1999.  Outstanding
Percentage: as applicable and as the context may require:  (a)as of any date and with respect to
each A Lender, each Issuing Bank having a Letter of Credit A Commitment, and
the Swing Line Lender with respect to Swing Line A Loans, as the case may be, a
fraction the numerator of which is the Outstandings of such A Lender, such
Issuing Bank, or the Swing Line Lender with respect to Swing Line A Loans, as
applicable, on such date, and the denominator of which is the aggregate
Outstandings of all A Lenders, such Issuing Banks and the Swing Line Lender
with respect to Swing Line A Loans on such date, and  18 
   (b)as of any date and with respect to
each B Lender, each Issuing Bank having a Letter of Credit B Commitment, and
the Swing Line B Lender with respect to Swing Line B Loans, as the case may be,
a fraction the numerator of which is the Outstandings of such B Lender, such
Issuing Bank, or the Swing Line Lender with respect to Swing Line B Loans, as
applicable, on such date, and the denominator of which is the aggregate
Outstandings of all B Lenders, such Issuing Banks and the Swing Line Lender
with respect to Swing Line B Loans on such date.  Outstandings:
as applicable and as the context may require,  (a)as of any date, an amount equal to
(i) with respect to any Issuing Bank having a Letter of Credit A Commitment,
(A) the aggregate sum of all drafts honored under all Letters of Credit of such
Issuing Bank issued under the Letter of Credit A Commitment after the Original
Effective Date minus (B) all payments made after the Original Effective
Date to such Issuing Bank by the Borrower and the A Lenders in reimbursement
thereof or participation therein, as the case may be, (ii) with respect to the
Swing Line Lender, (A) the outstanding principal balance on such date of all
Swing Line A Loans minus (B) the aggregate sum of all payments by any A
Lender in participation of such Swing Line A Loans, and (iii) with respect to
each A Lender, the outstanding principal balance on such date of all the
Revolving Credit A Loans of such A Lender plus (A) the aggregate sum of
all payments by such A Lender in participation of the Reimbursement Obligations
in respect of Letters of Credit issued under the Letter of Credit A Commitment
and the Swing Line A Loans minus (B) all reimbursements received by such
A Lender in respect thereof, and  (b)as of any date, an amount equal to
(i) with respect to any Issuing Bank having a Letter of Credit B Commitment,
(A) the aggregate sum of all drafts honored under all Letters of Credit of such
Issuing Bank issued under the Letter of Credit B Commitment after the Effective
Date minus (B) all payments made after the Effective Date to such
Issuing Bank by the Borrower and the B Lenders in reimbursement thereof or
participation therein, as the case may be, (ii) with respect to the Swing Line
Lender, (A) the outstanding principal balance on such date of all Swing Line B
Loans minus (B) the aggregate sum of all payments by any B Lender in
participation of such Swing Line B Loans, and (iii) with respect to each B
Lender, the outstanding principal balance on such date of all the Revolving
Credit B Loans of such B Lender plus (A) the aggregate sum of all
payments by such B Lender in participation of the Reimbursement Obligations in
respect of Letters of Credit issued under the Letter of Credit B Commitment and
the Swing Line B Loans minus (B) all reimbursements received by such B Lender
in respect thereof.  Parent
Letter of Credit: as defined in Section 2.9(a).  Parent
Letter of Credit Amount: an amount equal to (i) the aggregate original
face amount of all Parent Letters of Credit issued on or after the Closing Date
plus (ii) the amount of each increase to the face amount of any such
Parent Letter of Credit minus (iii) the sum of, without duplication (A)
the amount of each reduction to the face amount of any such  19 
   Parent
Letter of Credit not resulting from any drawing thereunder and (B) the undrawn
face amount of any such Parent Letter of Credit that has been terminated.  Parents:
collectively, (i) G-I Holdings Inc. and any Subsidiary of G-I Holdings Inc.
(and their respective successors), in each case so long as such corporation
owns directly or indirectly a majority of the Voting Shares of the Borrower,
and (ii) solely for purpose of the definition of Change of Control, any other
Person that may own directly or indirectly a majority of the Voting Shares of
the Borrower.  Payroll
Accounts: deposit accounts maintained in the ordinary course of business
by the Borrower or any of its Subsidiaries for the purpose of paying payroll
and related benefit costs and remitting withholding and other payroll taxes and
costs.  PBGC:
the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
Title IV of ERISA, or any Governmental Authority succeeding to the functions
thereof.  Pension
Plan: at any date of determination, any Employee Benefit Plan (including a
Multiemployer Plan), the funding requirements of which (under Section 302 of
ERISA or Section 412 of the Code) are, or at any time within the six years
immediately preceding such date, were in whole or in part, the responsibility
of the Borrower, any of its Subsidiaries or any ERISA Affiliate.  Permitted
Holders: collectively, (i) Samuel J. Heyman, his heirs, administrators,
executors and entities of which a majority of the Voting Shares 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: a Lien permitted to exist under Section 8.2.  Person:
any individual, firm, partnership, limited liability company, joint venture,
corporation, association, business enterprise, joint stock company,
unincorporated association, trust, Governmental Authority or any other entity,
whether acting in an individual, fiduciary, or other capacity, and for the
purpose of the definition of ERISA Affiliate, a trade or business.  Petty
Cash Accounts: deposit accounts maintained in the ordinary course of
business by the Borrower or any of its Subsidiaries for the purpose of
reimbursing employees for ordinary course expenditures or for other incidental
expenses, such deposit accounts for the Borrower and its Subsidiaries not to
exceed $100,000 in the aggregate.  Prohibited
Transaction: a transaction which is prohibited under Section 4975 of the
Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or
Section 408 of ERISA.  Property:
all types of real, personal, tangible, intangible or mixed property.  20 
   Proposed
Lender: as defined in Section 3.12.  Qualified
Depositary Institution: any commercial bank organized under the laws of
the United States of America or any State thereof that (i) is listed on
Schedule 1.1(q) or (ii) either (x) has capital and surplus in excess of
$50,000,000 or (y) is satisfactory to the Administrative Agent and, in either
case, whose deposits are federally insured.  Receivables
Purchase Documents: collectively, (i) the Pooling and Services Agreement,
dated as of November 1, 1996, among the Borrower, BMCA Receivables Corporation
and BNY, as trustee, as supplemented by the Series 1996-1 Supplement, dated as
of November 1, 1996, and the Receivables Purchase Agreement, dated as of
November 1, 1996, among the Borrower and BMCA Receivables Corporation, and (ii)
any amendment, modification, waiver, extension or replacement of such documents
on terms and conditions that could not reasonably be expected to (x) denigrate
the value of the security interest of the Collateral Agent in the Capital Stock
of the Receivables Subsidiary or in any other Collateral, including any
accounts receivable of the Borrower or any of its Subsidiaries (other than the
Receivables Subsidiary) not subject to the documents described in clause (i) of
this definition, or (y) restrict the rights of the Collateral Agent to
foreclose or otherwise pursue its remedies under the Security Agreement with
respect to such Capital Stock or such other Collateral, in either case in
comparison to such value or rights in existence immediately prior to such
amendment, modification, waiver, extension or replacement under such documents
(it being understood that advance rates, eligibility requirements,
concentration limits and a maturity date (provided such maturity date is later
than September 30, 2001) more favorable to the Receivables Subsidiary shall not
be deemed to denigrate such value or restrict such rights), provided that the
aggregate amount of indebtedness to be incurred under such documents shall not
exceed $115,000,000.  Receivables
Subsidiary: BMCA Receivables Corporation, a special-purpose Delaware
corporation, or any other special-purpose Subsidiary of the Borrower hereafter
created or acquired that deals exclusively with the purchase and sale of the
receivables of the Borrower and its Subsidiaries as permitted by Section
8.5(i).  Regulatory
Change: the occurrence of any of the following after the Effective Date:
(i) the adoption of any treaty, constitution, law, rule or regulation, (ii) the
issuance or promulgation of any directive, guideline or request from any
Governmental Authority (whether or not having the force of law), or (iii) any
change in the interpretation of any existing treaty, constitution, law, rule,
regulation, directive, guideline or request by any Governmental Authority.  Reimbursement
Agreement: as defined in Section 2.9(b).  Reimbursement
Obligation: the obligation of the Borrower to reimburse an Issuing Bank
for amounts drawn under a Letter of Credit of such Issuing Bank.  Reportable
Event: with respect to any Pension Plan, (i) any event set forth in
Sections 4043(c) (other than a Reportable Event as to which the 30 day notice
requirement is waived by the PBGC under applicable regulations), 4062(c) or
4063(a) of ERISA or the  21 
   regulations
thereunder, (ii) an event requiring the Borrower, any of its Subsidiaries or
any ERISA Affiliate to provide security to a Pension Plan under Section
401(a)(29) of the Code, or (iii) any failure to make any payment required by
Section 412(m) of the Code.  Required
A Lenders: at any time (i) prior to the Revolving Credit Commitment
Termination Date, Voting A Lenders having Voting A Exposures greater than or
equal to 51% of the Aggregate Voting A Exposure and (ii) on or after the
Revolving Credit Commitment Termination Date, Voting A Lenders having aggregate
(x) A Credit Exposures, (y) Chase Platinum Exposures and (z) Fleet LC Exposures
greater than or equal to 51% of the Aggregate Voting A Exposure (or, if there
is no A Credit Exposure, Chase Platinum Exposure or Fleet LC Exposure, Voting A
Lenders having Voting A Exposures greater than or equal to 51% of the Aggregate
Voting A Exposure immediately prior to there being no Voting A Exposure).  Required
B Lenders: at any time (i) prior to the Revolving Credit Commitment
Termination Date, Voting B Lenders having Voting B Exposures greater than or
equal to 51% of the Aggregate Voting B Exposure and (ii) on or after the
Revolving Credit Commitment Termination Date, Voting B Lenders having aggregate
(x) B Credit Exposures, (y) Chase Platinum Exposures and (z) Fleet LC Exposures
greater than or equal to 51% of the Aggregate Voting B Exposure (or, if there
is no B Credit Exposure, Chase Platinum Exposure or Fleet LC Exposure, Voting B
Lenders having Voting B Exposures greater than or equal to 51% of the Aggregate
Voting B Exposure immediately prior to there being no Voting B Exposure).  Required
Lenders: at any time (i) prior to the Revolving Credit Commitment
Termination Date, Voting Lenders having Voting Exposures greater than or equal
to 51% of the Aggregate Voting Exposure and (ii) on or after the Revolving
Credit Commitment Termination Date, Voting Lenders having aggregate (x) Credit
Exposures, (y) Chase Platinum Exposures and (z) Fleet LC Exposures greater than
or equal to 51% of the Aggregate Voting Exposure (or, if there is no Credit
Exposure, Chase Platinum Exposure or Fleet LC Exposure, Voting Lenders having
Voting Exposures greater than or equal to 51% of the Aggregate Voting Exposure
immediately prior to there being no Voting Exposure).  Responsible
Officer: with respect to any Person, the Chairman of the Board, the
President, the Chief Financial Officer, the Chief Executive Officer or the
Treasurer of such Person.  Restricted
Payment: as to any Person (i) any dividend or other distribution, direct
or indirect, on account of any shares of Capital Stock or other equity interest
in such Person now or hereafter outstanding (other than a dividend payable
solely in shares of such Capital Stock to the holders of such shares), (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition, direct or indirect, of any shares of any class of Capital Stock or
other equity interest in such Person now or hereafter outstanding, and (iii)
any other loan or payment made by the Borrower or any of its Subsidiaries to
any Parent or on behalf of any Parent (other than any payment made pursuant to
the terms of the Tax Sharing Agreement).  22 
   Revolving
Credit A Commitment: in respect of any A Lender, such A Lenders
undertaking during the Revolving Credit Commitment Period to make Revolving
Credit A Loans, subject to the terms and conditions hereof, in an aggregate
outstanding principal amount not exceeding the Revolving Credit A Commitment
Amount of such A Lender.  Revolving
Credit B Commitment: in respect of any B Lender, such B Lenders
undertaking during the Revolving Credit Commitment Period to make Revolving
Credit B Loans, subject to the terms and conditions hereof, in an aggregate
outstanding principal amount not exceeding the Revolving Credit B Commitment
Amount of such B Lender.  Revolving
Credit Commitment: as applicable and as the context may require, a
Revolving Credit A Commitment or a Revolving Credit B Commitment.  Revolving
Credit A Commitment Amount: as of any date and with respect to any A
Lender, (i) the amount set forth adjacent to its name under the heading Revolving
Credit A Commitment Amountin Exhibit A on such date, (ii) in the
event that such A Lender is not listed in Exhibit A, the Revolving Credit A Commitment Amountwhich
such A Lender shall have assumed from another A Lender in accordance with
Section 3.12 or 11.7 on or prior to such date, or (iii) the amount set forth in
any Revolving Credit Commitment Supplement executed by such A Lender, in each
case as the same may be adjusted from time to time pursuant to Sections 2.6,
3.12 and 11.7.  Revolving
Credit B Commitment Amount: as of any date and with respect to any B
Lender, (i) the amount set forth adjacent to its name under the heading Revolving
Credit B Commitment Amountin Exhibit A on such date, (ii) in the
event that such B Lender is not listed in Exhibit A, the Revolving Credit B Commitment Amountwhich
such B Lender shall have assumed from another B Lender in accordance with
Section 3.12 or 11.7 on or prior to such date, or (iii) the amount set forth in
any Revolving Credit Commitment Supplement executed by such B Lender, in each
case as the same may be adjusted from time to time pursuant to Sections 2.6,
3.12 and 11.7.  Revolving
Credit Commitment Period: the period from the Effective Date until the
Revolving Credit Commitment Termination Date.  Revolving
Credit Commitment Termination Date: the earlier of the Business Day
immediately preceding the Maturity Date or such other date upon which the
Revolving Credit A or B (as applicable) Commitments shall have been terminated
in accordance herewith.  Revolving
Credit A Loan and Revolving Credit A Loans: as defined in Section
2.1.  The terms Revolving Credit A
Loan and Revolving Credit A Loans shall also include all Revolving Credit
Loans made under and as defined in the $110 Million Credit Agreement and all
Revolving Credit Loans made under and as defined in the Existing Credit
Agreement outstanding on the Effective Date under the Existing Credit
Agreement.  23 
   Revolving
Credit B Loan and Revolving Credit B Loans: as defined in Section
2.1. The terms Revolving Credit B Loan and Revolving Credit B Loans shall
also include all Revolving Credit Loans made under and as defined in the $100
Million Credit Agreement.  Revolving
Credit Loan: as applicable and as the context may require, a Revolving
Credit A Loan or a Revolving Credit B Loan.  Revolving
Credit Loans: as applicable and as the context may require, Revolving
Credit A Loans, Revolving Credit B Loans, or Revolving Credit A Loans and Revolving
Credit B Loans.  Revolving
Credit A Note and Revolving Credit A Notes: as defined in Section
2.2.  Revolving
Credit B Note and Revolving Credit B Notes: as defined in Section
2.2.  Revolving
Credit Notes: as applicable and as the context may require, Revolving
Credit A Notes, Revolving Credit B Notes, or Revolving Credit A Notes and
Revolving Credit B Notes.  Sale-Leaseback
Transaction: as defined in Section 8.13.  SEC:
the Securities and Exchange Commission or any Governmental Authority succeeding
to the functions thereof.  Secured
Parties: as defined in the Security Agreement.  Security Agreement: means the Security
Agreement, dated as of December 22, 2000, among the Borrower, the Subsidiary
Guarantors and the Collateral Agent, for the benefit of the Secured Parties.  Security Documents: means the Security
Agreement, the Collateral Agent Agreement, the Mortgages, the Depositary
Control Agreements and each other security agreement, instrument or other
document executed or delivered pursuant to Sections 7.11 or 7.12or
pursuant to the Security Agreement to secure any of the Obligations.  Senior
Note Indentures: collectively, (i) the Indenture, dated as of December 9,
1996, between the Borrower and BNY, as trustee, pursuant to which 8-5/8% Senior
Notes due 2006 were issued, (ii) the Indenture, dated as of October 20, 1997,
between the Borrower and BNY, as trustee, pursuant to which 8% Senior Notes due
2007 were issued, (iii) the Indenture, dated as of July 17, 1998, between the
Borrower and The Bank of New York, as trustee, pursuant to which 7.75% Senior
Notes due 2005 were issued, (iv) the Indenture, dated as of December 3, 1998,
between the Borrower and The Bank of New York, as trustee, pursuant to which
8.00% Senior Notes due 2008 were issued, and (v) the Indenture, dated as of
July 5, 2000, between the  24 
   Borrower
and The Bank of New York, as trustee, pursuant to which 10.50% Senior Notes due
2002 were issued,as each Indenture described in clauses (i) - (iv) above has
been supplemented by a First Supplemental Indenture, dated as of January 1,
1999, and by a Second Supplemental Indenture, dated as of December 4, 2000, and
as the Indenture described in clause (v) above has been supplemented by a First
Supplemental Indenture, dated as of December 4, 2000, and as each of the same
may be further amended, supplemented or otherwise modified from time to time in
accordance with Section 8.10.  Solvent:
with respect to any Person on a particular date, the condition that on such
date, (i) the fair value of the Property of such Person is greater than the
total amount of liabilities, including contingent liabilities, of such Person,
(ii) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (iii) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Persons ability to pay as such debts and liabilities mature, and
(iv) such Person is not engaged in business or a transaction, and is not about
to engage in business or a transaction, for which such Persons Property would
constitute an unreasonably small amount of capital.  For purposes of this definition, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability after taking
into account probable payments by co-obligors.  Special
Counsel: Bryan Cave LLP, special counsel to the Administrative Agent.  Standard
& Poors: Standard & Poors Rating Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto that is a nationally
recognized rating agency or, if neither such division nor any such successor
shall be in the business of rating senior unsecured long-term debt, a
nationally recognized rating agency in the United States selected by the
Required Lenders.  Standby
Letters of Credit: as defined in Section 2.9(a).  Subsidiary:
as to any Person, any corporation, association, partnership, limited liability
company, joint venture or other business entity of which such Person or any
Subsidiary of such Person, directly or indirectly, either (i) in respect of a
corporation, owns or controls more than 50% of the outstanding Capital Stock
having ordinary voting power to elect a majority of the Managing Person
thereof, irrespective of whether a class or classes shall or might have voting
power by reason of the happening of any contingency, or (ii) in respect of an
association, partnership, limited liability company, joint venture or other
business entity, is entitled to share in more than 50% of the profits and
losses, however determined.  Subsidiary
Guaranty: the Subsidiary Guaranty, dated as of December 22, 2000, by and
among the Subsidiaries party thereto and the Administrative Agent, as amended,
supplemented or otherwise modified from time to time.  25 
   Swing
Line A Commitment: the undertaking of the Swing Line Lender during the
Swing Line Commitment Period to make Swing Line A Loans, subject to the terms
and conditions hereof, in an aggregate outstanding principal amount not in
excess of the Swing Line A Commitment Amount, and the commitment of the A
Lenders to participate therein as set forth in Section 2.3, as the same may be
reduced pursuant to Section 2.6.  Swing
Line B Commitment: the undertaking of the Swing Line Lender during the
Swing Line Commitment Period to make Swing Line B Loans, subject to the terms
and conditions hereof, in an aggregate outstanding principal amount not in excess
of the Swing Line B Commitment Amount, and the commitment of the B Lenders to
participate therein as set forth in Section 2.3, as the same may be reduced
pursuant to Section 2.6.  Swing
Line A Commitment: as applicable and as the context may require, the Swing
Line A Commitment or the Swing Line B Commitment.  Swing
Line A Commitment Amount: $5,000,000.  Swing
Line B Commitment Amount: $5,000,000.  Swing
Line Commitment Period: the period from the Effective Date to, but
excluding, the Swing Line Termination Date.  Swing
Line A Exposure: at any time, in respect of any A Lender, an amount equal
to the aggregate outstanding principal amount of the Swing Line A Loans at such
time multiplied by such A Lenders applicable Commitment Percentage at such
time.  Swing
Line B Exposure: at any time, in respect of any B Lender, an amount equal
to the aggregate outstanding principal amount of the Swing Line B Loans at such
time multiplied by such B Lenders applicable Commitment Percentage at such
time.  Swing
Line A Loan and Swing Line A Loans: as defined in Section 2.3(a).
The terms Swing Line A Loan and Swing Line A Loans shall also include all
Swing Line Loans made under and as defined in the $110 Million Credit
Agreement, and all Swing Line Loans made under and as defined in the Existing
Credit Agreement outstanding on the Effective Date under the Existing Credit
Agreement.  Swing
Line B Loan and Swing Line B Loans: as defined in Section 2.3(a).
The terms Swing Line B Loan and Swing Line B Loans shall also include all
Swing Line Loans made under and as defined in the $100 Million Credit
Agreement.  Swing
Line Loan: as applicable and as the context may require, a Swing Line A
Loan or a Swing Line B Loan.  Swing
Line Loans: as applicable and as the context may require, Swing Line A
Loans, Swing Line B Loans or Swing Line A Loans and Swing Line B Loans.  26 
   Swing
Line A Note: as defined in Section 2.4.  Swing
Line B Note: as defined in Section 2.4.  Swing
Line Note: as applicable and as the context may require, a Swing Line A
Note or a Swing Line B Note.  Swing
Line Participation Amount: as defined in Section 2.3(d).  Swing
Line Termination Date: the date which is fifteen days prior to the
Maturity Date, or if earlier, the Revolving Credit Commitment Termination Date.  System
Cash: means any cash of the Borrower and its Subsidiaries (other than the
Receivables Subsidiary, provided that any cash of the Receivables Subsidiary that
is distributed or otherwise paid to the Borrower or any of its other
Subsidiaries shall constitute System Cash upon receipt by the Borrower or any
such other Subsidiary) not deposited in the Cash Collateral Account, excluding
(i) any cash deposited in Payroll Accounts in amounts not exceeding the amounts
calculated by the Borrower to be reasonably sufficient to fund the next payroll
and related benefit costs and remit withholding and other payroll taxes and
related costs of the Borrower and its Subsidiaries, (ii) any cash deposited in
Petty Cash Accounts, (iii) any cash deposited in Disbursement Account No. 1 in
amounts calculated by the Borrower to be reasonably sufficient to cover checks
drawn on and presented for payment against Disbursement Account No. 1 and
transfers of funds (including ACH and wire transfers) out of Disbursement
Account No. 1, in either case for the payment when due of costs, expenditures
and obligations of the Borrower and its Subsidiaries permitted by this
Agreement, and (iv) any cash deposited in Disbursement Account No. 2 for the
payment when due of costs, expenditures and obligations of the Borrower and its
Subsidiaries permitted by this Agreement, provided that cash in Disbursement
Account No. 2 shall not exceed $1,000,000 at any time.  Tax:
any present or future tax, levy, impost, duty, charge, fee, deduction or
withholding of any nature and whatever called, by a Governmental Authority, on
whomsoever and wherever imposed, levied, collected, withheld or assessed.  Tax
Sharing Agreement: the Tax Sharing Agreement, dated as of January 31,
1994, among GAF Corporation, G-I Holdings Inc. and the Borrower, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with Section 8.10.  Termination
Event: with respect to any Pension Plan, (i) a Reportable Event, (ii) the
termination of a Pension Plan, or the filing of a notice of intent to terminate
a Pension Plan, or the treatment of a Pension Plan amendment as a termination,
in each case under Section 4041(c) of ERISA, (iii) the institution of
proceedings to terminate a Pension Plan under Section 4042 of ERISA, or (iv)
the appointment of a trustee to administer any Pension Plan under Section 4042
of ERISA.  27 
   Trade
Letters of Credit: as defined in Section 2.9(a).  Trademark
License Agreement: the Trademark License Agreement, dated as of April 12,
1989, by and between GAF Chemicals Corporation and GAF Building Materials
Corporation.  Unfunded
Pension Liabilities: with respect to any Pension Plan, at any date of
determination, the amount determined by taking the accumulated benefit
obligation, as disclosed in accordance with Statement of Accounting Standards
No. 87, Employers Accounting for Pensions, over the fair market value of
Pension Plan assets.  United
States: the United States of America (including the States thereof and the
District of Columbia).  Unqualified
Amount: as defined in Section 3.1(c).  Unrecognized
Retiree Welfare Liability: with respect to any Employee Benefit Plan that
provides postretirement benefits other than pension benefits, the amount of the
transition obligation, as determined in accordance with Statement of Financial
Accounting Standards No. 106, Employers Accounting for Postretirement
Benefits Other Than Pensions, as of the most recent valuation date, that has
not been recognized as an expense in an income statement of the Borrower and
its Subsidiaries, provided that prior to the date such Statement is applicable
to the Borrower, such amount shall be based on an estimate made in good faith
of such transition obligation.  Upstream
Transfers: as defined in Section 8.12.  U.S.
Person: a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under any laws of the
United States, or any estate or trust that is subject to United States federal
income taxation regardless of the source of its income.  Voting A Exposure:
with respect to any Voting A Lender, the sum of (i) the Revolving Credit A
Commitment Amount of such Voting A Lender, (ii) the outstanding principal
amount of the Chase Platinum Substitute Note held by such Voting A Lender and
(iii) the undrawn face amount of the Fleet LC plus the amount of any unpaid
drafts drawn under the Fleet LC held by such Voting A Lender.  Voting B Exposure:
with respect to any Voting B Lender, the sum of (i) the Revolving Credit B
Commitment Amount of such Voting B Lender, (ii) the outstanding principal
amount of the Chase Platinum Substitute Note held by such Voting B Lender and
(iii) the undrawn face amount of the Fleet LC plus the amount of any unpaid
drafts drawn under the Fleet LC held by such Voting B Lender.  Voting Exposure:
with respect to any Voting Lender, the sum of (i) the Revolving Credit A and B
Commitment Amount of such Voting Lender, (ii) the outstanding  28 
   principal amount of the
Chase Platinum Substitute Note held by such Voting Lender and (iii) the undrawn
face amount of the Fleet LC plus the amount of any unpaid drafts drawn under
the Fleet LC held by such Voting Lender.  Voting A Lenders:
the A Lenders, JPMorgan Chase Bank under the Chase Platinum Substitute Note
(and each other holder thereof), and Fleet National Bank under the Fleet LC
Agreement (and each other holder thereof).  Voting B Lenders:
the B Lenders, JPMorgan Chase Bank under the Chase Platinum Substitute Note
(and each other holder thereof), and Fleet National Bank under the Fleet LC
Agreement (and each other holder thereof).  Voting Lenders:
the A and B Lenders, JPMorgan Chase Bank under the Chase Platinum Substitute
Note (and each other holder thereof), and Fleet National Bank under the Fleet
LC Agreement (and each other holder thereof).  Voting
Shares: with respect to any Person, all outstanding shares of any class or
classes (however designated) of Capital Stock of such Person entitled to vote
generally in the election of members of the Managing Person thereof.  1.2.Principles of Construction  (a)All terms defined in a Loan Document
shall have the meanings given such terms therein when used in the other Loan
Documents or any certificate, opinion or other document made or delivered
pursuant thereto, to the extent not otherwise provided therein.  (b)As used in the Loan Documents and in
any certificate, opinion or other document made or delivered pursuant thereto,
accounting terms not defined in Section 1.1, and accounting terms partly
defined in Section 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP.  If
at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in this Agreement, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to reflect such change in GAAP (subject to the approval of the
Required Lenders), provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (ii) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and other documents required under this
Agreement (or as the Administrative Agent may reasonably request) setting forth
a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.  (c)The words hereof, herein,
hereto and hereunder and similar words when used in a Loan Document shall
refer to such Loan Document as a whole and not to any particular provision
thereof, and Section, schedule and exhibit references contained therein shall
refer to Sections thereof or schedules or exhibits thereto unless otherwise
expressly provided therein.  29 
   (d)The phrase may not is prohibitive
and not permissive.  (e)Unless the context otherwise
requires, words in the singular number include the plural, and words in the
plural include the singular.  (f)Unless specifically provided in a
Loan Document to the contrary, any reference to a time shall refer to such time
in New York.  (g)Unless specifically provided in a
Loan Document to the contrary, in the computation of periods of time from a
specified date to a later specified date, the word from means from and
including and the words to and until each means to but excluding.  (h)References in any Loan Document to a
fiscal period shall refer to that fiscal period of the Borrower.  (i)The words include and including,
when used in each Loan Document, shall mean that the same shall be included
without limitation, unless otherwise expressly provided therein.  (j)Any definition of or reference to
any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein).  2.AMOUNT AND TERMS OF LOANS AND LETTERS
OF CREDIT  2.1.Revolving Credit Loans  (a)Subject to the terms and conditions
hereof, each A Lender severally (and not jointly) agrees to make revolving
credit loans (each a Revolving Credit A Loan and, as the context may
require, collectively with all other Revolving Credit A Loans of such A Lender
and with the Revolving Credit A Loans of all other A Lenders, the Revolving
Credit A Loans) in Dollars to the Borrower from time to time during the
Revolving Credit Commitment Period, provided that immediately after giving
effect thereto (i) such A Lenders A Credit Exposure shall not exceed such
Lenders Revolving Credit A Commitment Amount, and (ii) the Aggregate A Credit
Exposure shall not exceed the Aggregate Revolving Credit A Commitment
Amount.  During the Revolving Credit
Commitment Period, the Borrower may borrow, prepay in whole or in part and
reborrow under the Revolving Credit A Commitments, all in accordance with the
terms and conditions of this Agreement. 
Subject to the provisions of Sections 2.5 and 3.3, at the option of the
Borrower, Revolving Credit A Loans may be made as one or more (i) ABR Advances,
(ii) Eurodollar Advances or (iii) any combination thereof.  (b)Subject to the terms and conditions
hereof, each B Lender severally (and not jointly) agrees to make revolving
credit loans (each a Revolving Credit B Loan and, as the context may
require, collectively with all other Revolving Credit B Loans of such B Lender
and with the Revolving Credit B Loans of all other B Lenders, the Revolving
Credit B Loans) in  30 
   Dollars
to the Borrower from time to time during the Revolving Credit Commitment
Period, provided that immediately after giving effect thereto (i) such B Lenders
B Credit Exposure shall not exceed such Lenders Revolving Credit B Commitment
Amount, and (ii) the Aggregate B Credit Exposure shall not exceed the Aggregate
Revolving Credit B Commitment Amount. 
During the Revolving Credit Commitment Period, the Borrower may borrow,
prepay in whole or in part and reborrow under the Revolving Credit B
Commitments, all in accordance with the terms and conditions of this
Agreement.  Subject to the provisions of
Sections 2.5 and 3.3, at the option of the Borrower, Revolving Credit B Loans
may be made as one or more (i) ABR Advances, (ii) Eurodollar B Advances or
(iii) any combination thereof.  2.2.Revolving Credit Notes  (a)The Revolving Credit A Loans made by
each A Lender shall be evidenced by a promissory note of the Borrower,
substantially in the form of Exhibit B-1 (each, as indorsed or modified from
time to time, a Revolving Credit A Note and, collectively with the
Revolving Credit A Notes of all other A Lenders, the Revolving Credit A
Notes), payable to the order of such A Lender and dated the Effective
Date.  The outstanding principal balance
of the Revolving Credit A Loans shall be due and payable on the Revolving
Credit Commitment Termination Date.  (b)The Revolving Credit B Loans made by
each B Lender shall be evidenced by a promissory note of the Borrower,
substantially in the form of Exhibit B-2 (each, as indorsed or modified from
time to time, a Revolving Credit B Note and, collectively with the
Revolving Credit B Notes of all other B Lenders, the Revolving Credit B
Notes), payable to the order of such B Lender and dated the Effective
Date.  The outstanding principal balance
of the Revolving Credit B Loans shall be due and payable on the Revolving
Credit Commitment Termination Date.  2.3.Swing Line Loans  (a)(i) 
Subject to the terms and conditions of this Agreement, the Swing Line
Lender agrees to make swing line loans (each a Swing Line A Loan and,
collectively, the Swing Line A Loans) in Dollars to the Borrower from
time to time during the Swing Line Commitment Period, provided that immediately
after giving effect thereto, (i) the aggregate unpaid balance of the Swing Line
A Loans shall not exceed the Swing Line A Commitment Amount, and (ii) the
Aggregate A Credit Exposure of all A Lenders shall not exceed the Aggregate
Revolving Credit A Commitment Amount. 
During the Swing Line Commitment Period, the Borrower may borrow, prepay
in whole or in part and reborrow under the Swing Line A Commitment, all in
accordance with the terms and conditions of this Agreement.  (ii)  Subject to the terms and conditions of this
Agreement, the Swing Line Lender agrees to make swing line loans (each a Swing
Line B Loan and, collectively, the Swing Line B Loans) in Dollars
to the Borrower from time to time during the Swing Line Commitment Period,
provided that immediately after giving effect thereto, (i) the aggregate unpaid
balance of the Swing Line B Loans shall not exceed the Swing Line B Commitment  31 
   Amount,
and (ii) the Aggregate B Credit Exposure of all B Lenders shall not exceed the
Aggregate Revolving Credit B Commitment Amount.  During the Swing Line Commitment Period, the Borrower may borrow,
prepay in whole or in part and reborrow under the Swing Line B Commitment, all
in accordance with the terms and conditions of this Agreement.  (b)The Swing Line Lender shall not be
obligated to make any Swing Line A or B (as applicable) Loan at a time when any
A or B (as applicable) Lender shall be in default of its obligations under this
Agreement unless the Swing Line Lender has entered into arrangements
satisfactory to it and the Borrower to eliminate the Swing Line Lenders risk
with respect to such defaulting Lenders participation in such Swing Line Loan.  The Swing Line Lender will not make a Swing
Line A or B (as applicable) Loan if the Administrative Agent or any A or B (as
applicable) Lender, by notice to the Swing Line Lender and the Borrower no
later than one Business Day prior to the Borrowing Date with respect to such
Swing Line Loan, shall have determined that the conditions set forth in Section
6 have not been satisfied and such conditions remain unsatisfied as of the
requested time of the making such Swing Line Loan.  Each Swing Line A or B (as applicable) Loan shall be due and
payable on the earliest to occur of the last day of the Interest Period
applicable thereto, fifteen days prior to the Maturity Date, the date on which
the Swing Line A or B (as applicable) Commitment shall have been voluntarily
terminated by the Borrower in accordance with Section 2.6, and the date on
which the Swing Line A or B (as applicable) Loans shall become due and payable
pursuant to the provisions hereof, whether by acceleration or otherwise.  (c)On any Business Day on which a Swing
Line A or B (as applicable) Loan shall remain unpaid, the Swing Line Lender
may, in its sole discretion, give notice to the A or B (as applicable) Lenders
and the Borrower that such outstanding Swing Line Loan shall be funded with a
borrowing of Revolving Credit A or B (as applicable) Loans (provided that such
notice shall be deemed to have been automatically given upon the occurrence of
a Default or an Event of Default under Sections 9.1(g) or (h)), in which case a
borrowing of Revolving Credit A or B (as applicable) Loans made as ABR Advances
(each such borrowing, a Mandatory Borrowing), shall be made by all A
or B (as applicable) Lenders pro rata based on each such Lenders applicable
Commitment Percentage on (i) such Business Day if such notice was given prior
to 11:00 a.m. or (ii) the immediately succeeding Business Day if such notice
was given after 11:00 a.m.  The proceeds
of each Mandatory Borrowing shall be remitted directly to the Swing Line Lender
to repay such outstanding Swing Line A or B (as applicable) Loan.  Each A or B (as applicable) Lender
irrevocably agrees to make a Revolving Credit A or B (as applicable) Loan
pursuant to each Mandatory Borrowing in the amount and in the manner specified
in the preceding sentence and on the date specified in writing by the Swing
Line Lender notwithstanding: (i) the amount of such Mandatory Borrowing may not
comply with the minimum amount for A or B (as applicable) Loans otherwise
required hereunder, (ii) whether any condition specified in Section 6 is then
unsatisfied, (iii) whether a Default or an Event of Default then exists, (iv)
the Borrowing Date of such Mandatory Borrowing, (v) the aggregate principal
amount of all A or B (as applicable) Loans then outstanding, (vi) the Aggregate
A or B (as applicable) Credit Exposure at such time and (vii) the Aggregate
Revolving Credit A or B (as applicable) Commitment Amount at such time.  32 
   (d)Upon each receipt by an A or B (as
applicable) Lender of notice of an Event of Default from the Administrative
Agent pursuant to Section 10.5, such Lender shall purchase unconditionally,
irrevocably, and severally (and not jointly) from the Swing Line Lender a
participation in the outstanding Swing Line A or B (as applicable) Loans
(including accrued interest thereon) in an amount equal to the product of its
applicable Commitment Percentage and the outstanding amount of the Swing Line A
or B (as applicable) Loans plus all accrued and unpaid interest thereon (the Swing
Line Participation Amount).  Each A
or B (as applicable) Lender shall also be liable for an amount equal to the
product of its applicable Commitment Percentage and any amounts paid by the
Borrower pursuant to this Section 2.3 that are subsequently rescinded or
avoided, or must otherwise be restored or returned.  Such liabilities shall be absolute and unconditional and without
regard to the occurrence of any Default or Event of Default or the compliance by
the Borrower with any of its obligations under the Loan Documents.  (e)In furtherance of subsection (d)
above, upon each receipt by an A or B (as applicable) Lender of notice of an
Event of Default from the Administrative Agent pursuant to Section 10.5, such
Lender shall promptly make available to the Administrative Agent for the
account of the Swing Line Lender its Swing Line A or B (as applicable)
Participation Amount at the office of the Administrative Agent specified in
Section 11.2, in lawful money of the United States and in immediately available
funds.  The Administrative Agent shall
deliver the payments made by each A or B (as applicable) Lender pursuant to the
immediately preceding sentence to the Swing Line Lender promptly upon receipt
thereof in like funds as received.  Each
A or B (as applicable) Lender shall indemnify and hold harmless the
Administrative Agent and the Swing Line Lender from and against any and all
losses, liabilities (including liabilities for penalties), actions, suits,
judgments, demands, costs and expenses resulting from any failure on the part
of such Lender to pay, or from any delay in paying the Administrative Agent any
amount such Lender is required to pay in accordance with this Section 2.3
(except in respect of losses, liabilities or other obligations suffered by the
Administrative Agent or the Swing Line Lender, as the case may be, resulting
from the gross negligence or willful misconduct of the Administrative Agent or
the Swing Line Lender, as the case may be), and such Lender shall be required
to pay interest to the Administrative Agent for the account of the Swing Line
Lender from the date such amount was due until paid in full, on the unpaid
portion thereof, at a rate of interest per annum equal to (i) from the date
such amount was due until the third day therefrom, the Federal Funds Rate, and
(ii) thereafter, the Federal Funds Rate plus 2%,payable upon demand by the
Swing Line Lender.  The Administrative
Agent shall distribute such interest payments to the Swing Line Lender upon
receipt thereof in like funds as received.  (f)Whenever the Administrative Agent is
reimbursed by the Borrower, for the account of the Swing Line Lender, for any
payment in connection with Swing Line Loans and such payment relates to an
amount previously paid by a Lender pursuant to this Section, the Administrative
Agent will promptly pay over such payment to such Lender.  33 
   2.4.Swing Line Notes  (a)The Swing Line A Loans made by the
Swing Line Lender shall be evidenced by a promissory note of the Borrower,
substantially in the form of Exhibit B-3 (as indorsed or modified from time to
time, including all replacements thereof and substitutions therefor, the Swing
Line A Note), payable to the order of the Swing Line Lender, dated the
Effective Date and in the stated principal amount equal to the Swing Line A
Commitment Amount.  (b)The Swing Line B Loans made by the
Swing Line Lender shall be evidenced by a promissory note of the Borrower,
substantially in the form of Exhibit B-4 (as indorsed or modified from time to
time, including all replacements thereof and substitutions therefor, the Swing
Line B Note), payable to the order of the Swing Line Lender, dated the
Effective Date and in the stated principal amount equal to the Swing Line B
Commitment Amount.  2.5.Procedure for Borrowing  (a)Revolving Credit Loans. The Borrower may borrow under the
Revolving Credit A or B (as applicable) Commitments on any Business Day during
the Revolving Credit A or B (as applicable) Commitment Period, provided that
the Borrower shall notify the Administrative Agent by the delivery of a
Borrowing Request, which shall be sent by facsimile and shall be irrevocable
(confirmed promptly, and in any event within five Business Days, by the
delivery to the Administrative Agent of a Borrowing Request manually signed by
the Borrower), no later than: 1:00 p.m. three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Advances, and 11:00 a.m. on
the requested Borrowing Date, in the case of ABR Advances, specifying (A) the
aggregate principal amount to be borrowed under such Revolving Credit
Commitments, (B) the requested Borrowing Date, (C) whether such borrowing is to
consist of one or more Eurodollar Advances, ABR Advances, or a combination
thereof and (D) if the borrowing is to consist of one or more Eurodollar
Advances, the length of the Interest Period for each such Eurodollar
Advance.  Each (i) Eurodollar Advance to
be made on a Borrowing Date, when aggregated with all amounts to be converted
to a Eurodollar Advance on such date and having the same Interest Period as
such first Eurodollar Advance, shall equal no less than $1,000,000 or such
amount plus a whole multiple of $1,000,000 in excess thereof and (ii)
each ABR Advance made on each Borrowing Date shall equal no less than
$1,000,000 or such amount plus a whole multiple of $1,000,000 in excess
thereof or, if less, the unused portion of the Aggregate Revolving Credit A or
B (as applicable) Commitment Amount.  (b)Swing Line Loans. 
The Borrower may borrow under the Swing Line A or B (as applicable)
Commitment on any Business Day during the Swing Line Commitment Period,
provided that the Borrower shall notify the Administrative Agent and the Swing
Line Lender (by telephone or facsimile confirmed promptly, and in any event
within five Business Days, by the delivery to the Administrative Agent and the
Swing Line Lender of a Borrowing Request, manually signed by the Borrower) no
later than: 1:00 p.m. on the requested Borrowing Date, specifying (i) the
aggregate principal amount to be borrowed under such Swing Line  34 
   Commitment,
(ii) the requested Borrowing Date, and (iii) the amount and the length of the
Interest Period for each Swing Line A or B (as applicable) Loan, provided,
however, that no Interest Period selected in respect of any Swing Line Loan
shall end after fifteen days prior to the Maturity Date.  The Swing Line Lender will then, subject to
its determination that the terms and conditions of this Agreement have been
satisfied, make the requested amount available promptly on that same day, to
the Administrative Agent who, thereupon, will promptly make such amount
available to the Borrower at the office of the Administrative Agent specified
in Section 11.2 by crediting the account of the Borrower on the books of such
office of the Administrative Agent. 
Each borrowing of Swing Line A or B (as applicable) Loans shall be in an
aggregate principal amount equal to $500,000 or such amount plus a whole
multiple of $100,000 in excess thereof or, if less, the unused portion of the
Swing Line A or B (as applicable) Commitment Amount.  (c)Funding of Revolving Credit Loans. Upon receipt of each Borrowing
Request requesting Revolving Credit A or B (as applicable) Loans, the
Administrative Agent shall promptly notify each A or B (as applicable) Lender
thereof.  Subject to its receipt of the
notice referred to in the preceding sentence, each A or B (as applicable)
Lender will make the amount of its applicable Commitment Percentage of such
requested Revolving Credit Loans available to the Administrative Agent for the
account of the Borrower at the office of the Administrative Agent set forth in
Section 11.2 not later than 12:00 noon on the relevant Borrowing Date requested
by the Borrower, in funds immediately available to the Administrative Agent at
such office.  The amounts so made
available to the Administrative Agent on such Borrowing Date will then, subject
to the satisfaction of the terms and conditions of this Agreement, be made
available on such date to the Borrower by the Administrative Agent at the
office of the Administrative Agent specified in Section 11.2 by crediting the
account of the Borrower on the books of such office with the aggregate of said
amounts received by the Administrative Agent.  (d)Failure to Fund. Unless the Administrative Agent
shall have received prior notice from an A or B (as applicable) Lender (by
telephone or otherwise, such notice to be promptly confirmed by facsimile or
other writing) that such Lender will not make available to the Administrative
Agent such Lenders applicable Commitment Percentage of the Revolving Credit A
or B (as applicable) Loans requested by the Borrower, the Administrative Agent
may assume that such Lender has made such share available to the Administrative
Agent on the Borrowing Date in accordance with this Section, provided that such
Lender received notice of such requested Revolving Credit Loans from the
Administrative Agent, and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on the Borrowing Date a
corresponding amount.  If and to the
extent such A or B (as applicable) Lender shall not have so made its applicable
Commitment Percentage of such Revolving Credit A or B (as applicable) Loans
available to the Administrative Agent, such Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount (to the extent not previously paid by the other), together with interest
thereon for each day from the date such amount is made available to the
Borrower to the date such amount is paid to the Administrative Agent, at a rate
per annum equal to, in the case of the Borrower, the applicable interest rate
set forth in Section 3.1 for ABR Advances, and, in the case of such Lender, at
a rate of interest per  35 
   annum
equal to the Federal Funds Rate for the first three days after the due date of
such payment until the date such payment is received by the Administrative
Agent and the Federal Funds Rate plus 2% thereafter.  Such payment by the Borrower, however, shall be (i) without
prejudice to its rights against such A or B (as applicable) Lender and (ii) in
place of, and not in addition to, the interest payable pursuant to the terms of
Section 3.1(a).  If such A or B (as
applicable) Lender shall pay to the Administrative Agent such corresponding
amount, such amount so paid shall constitute such Lenders Revolving Credit A
or B (as applicable) Loan as part of the Revolving Credit A or B (as
applicable) Loans for purposes of this Agreement, which Loan shall be deemed to
have been made by such Lender on the Borrowing Date applicable to such
Revolving Credit Loans.  (e)Netting. If a Lender makes a new A or B (as
applicable) Revolving Credit Loan or Swing Line Loan on a Borrowing Date on
which the Borrower is to repay an existing A or B (as applicable) Revolving
Credit Loan or Swing Line Loan from such Lender, such Lender shall apply the
proceeds of such new Loan to make such repayment, and only the excess of the
proceeds of such new Loan over the outstanding principal balance of such
existing Loan being repaid need be made available to the Administrative Agent.  2.6.Termination or Reduction of
Commitments  (a)Voluntary Termination or Reduction.  (i)The Borrower shall have the right,
upon at least three Business Days prior written notice to the Administrative
Agent, (A) at any time when the Aggregate A or B (as applicable) Credit
Exposure shall be zero, to terminate the Revolving Credit A or B (as
applicable) Commitments of all of the A or B (as applicable) Lenders, and (B)
at any time and from time to time when the Aggregate Revolving Credit A or B
(as applicable) Commitment Amount shall exceed the Aggregate A or B (as
applicable) Credit Exposure, to reduce permanently the Aggregate Revolving
Credit A or B (as applicable) Commitment Amount by a sum not greater than the
amount of such excess, provided, however, that each such partial reduction
shall be in the amount of $5,000,000 or such amount plus a whole
multiple of $1,000,000 in excess thereof.  (ii)The Borrower shall have the right,
upon at least one Business Days prior written notice to the Administrative
Agent and the Swing Line Lender to reduce permanently the Swing Line A or B (as
applicable) Commitment Amount in whole at any time, or in part from time to
time, to an amount not less than the aggregate principal balance of the Swing
Line A or B (as applicable) Loans then outstanding (after giving effect to any
contemporaneous prepayment thereof), provided, however, that each partial
reduction of the Swing Line A or B (as applicable) Commitment Amount shall be
in an amount equal to $1,000,000 or such amount plus a whole multiple of
$1,000,000 in excess thereof.  (b)Termination of the Revolving Credit
Commitments.  Upon any termination of the Revolving Credit
A or B (as applicable) Commitments of all of the A or B  36 
   (as
applicable) Lenders, the Borrower shall prepay the outstanding principal
balance of the A or B (as applicable) Revolving Credit Loans and Swing Line
Loans and deposit an amount equal to the Letter of Credit A or B (as
applicable) Exposure of all A or B (as applicable) Lenders at such time in a
cash collateral account with and under the exclusive dominion and control of
the Administrative Agent.  (c)Reductions in General. 
Each reduction of the Aggregate Revolving Credit A or B (as applicable)
Commitment Amount shall be made by reducing each Lenders Revolving Credit A or
B (as applicable) Commitment Amount by an amount equal to such Lenders
applicable Commitment Percentage of such reduction.  Simultaneously with each reduction of the Aggregate Revolving
Credit A or B (as applicable) Commitment Amount under this Section, the
Borrower shall pay the CommitmentFee accrued on the amount by which the
Aggregate Revolving Credit A or B (as applicable) Commitment Amount is being
reduced.  2.7.Prepayments  (a)Voluntary Prepayments. The Borrower may, at its option,
prepay the Revolving Credit A or B (as applicable) Loans without premium or
penalty (but subject to Section 3.5), in full at any time or in part from time
to time by notifying the Administrative Agent in writing no later than 12:00
noon onthe
proposed prepayment date, in the case of any such Revolving Credit Loans
consisting of ABR Advances, and at least two Business Days prior to the
proposed prepayment date, in the case of any such Revolving Credit Loans
consisting of Eurodollar Advances, specifying whether such Revolving Credit
Loans to be prepaid consist of Revolving Credit A or B (as applicable) Loans,
whether such Revolving Credit Loans consist of ABR Advances, Eurodollar
Advances, or a combination thereof, the amount to be prepaid and the date of
prepayment.  Each such notice shall be
irrevocable and the amount specified in each such notice shall be due and
payable on the date specified, together with accrued interest to the date of such
payment on the amount prepaid.  Upon
receipt of such notice, the Administrative Agent shall promptly notify each A
or B (as applicable) Lender thereof. 
Each partial prepayment of the Revolving Credit A or B (as applicable)
Loans pursuant to this subsection shall be in an aggregate principal amount of
$500,000 or such amount plus a whole multiple of $100,000 in excess
thereof, or, if less, the outstanding principal balance of the Revolving Credit
A or B (as applicable) Loans.  After
giving effect to any partial prepayment with respect to Eurodollar Advances
which were made (whether as the result of a borrowing or a conversion) on the
same date and which had the same Interest Period, the outstanding principal
balance of such Eurodollar Advances shall exceed (subject to Section 3.3)
$1,000,000 or such amount plus a whole multiple of $1,000,000 in excess
thereof.  Swing Line Loans may not be
prepaid.  (b)Mandatory Prepayments. At any time when the Invested Cash
plus the sum of (i) the book value (as determined in accordance with GAAP and
reflected in the most recent Consolidated balance sheet delivered to the
Administrative Agent and the Lenders pursuant to Section 7.1(d)) of the City of
Michigan City, Indiana Economic Development Taxable Revenue Bonds Series 1999
held by the Borrower and its Subsidiaries and (ii) the Marketable Securitiesof
the Borrower and its Subsidiaries (other than any Receivables Subsidiary)on
a Consolidated basis in accordance with GAAP exceed $50,000,000, the Borrower
shall immediately repay any  37 
   outstanding
Revolving Credit B Loans and Swing Line B Loans in an aggregate amount equal to
such excess.  (c)In General. 
Simultaneously with each prepayment of a Loan, the Borrower shall prepay
all accrued interest on the amount prepaid through the date of prepayment.  Unless otherwise specified by the Borrower,
each prepayment of Revolving Credit A or B (as applicable) Loans shall first be
applied to ABR Advances.  With respect
to prepayments made with respect to Section 2.7(b), such prepayment shall be
applied first to prepay outstanding Swing Line B Loans in full and then to
prepay outstanding Revolving Credit B Loans. 
If any prepayment is made in respect of any Eurodollar Advance, in whole
or in part, prior to the last day of the applicable Interest Period, the
Borrower agrees to indemnify the Lenders in accordance with Section 3.5.  2.8.Use of Proceeds  The
Borrower agrees that the proceeds of the Loans shall be used solely for working
capital purposes and for permitted capital expenditures not inconsistent with
the provisions hereof.  Notwithstanding
anything to the contrary contained in any Loan Document, the Borrower agrees
that no part of the proceeds of any Loan or Letter of Credit will be used,
directly or indirectly, to purchase or carry any Margin Stock or for a purpose
which violates any law, including the provisions of Regulations T, U or X of
the Board of Governors of the Federal Reserve System, as amended.  2.9.Letter of Credit Sub-Facility  (a)Subject to the terms and conditions
of this Agreement, each Issuing Bank shall, in reliance on the agreement of the
other A or B (as applicable) Lenders set forth in Section 2.10, issue standby
letters of credit (the Standby Letters of Credit) or commercial
(trade) letters of credit (the Trade Letters of Credit, and together
with the Standby Letters of Credit, the Letters of Credit, each,
individually, a Letter of Credit) denominated in Dollars during the
Revolving Credit Commitment Period for the account of the Borrower and for the
benefit of, in the case of Letters of Credit issued under the Letter of Credit
A Commitment, the Borrower, any of its Subsidiaries or any Parent, and , in the
case of Letters of Credit issued under the Letter of Credit B Commitment, the
Borrower or any of its Subsidiaries, provided that immediately after the
issuance of each Letter of Credit (i) the Letter of Credit A or B (as
applicable) Exposure of all A or B (as applicable) Lenders shall not exceed the
Aggregate Revolving Credit A or B (as applicable) Commitment Amount, (ii) in
the case of Letters of Credit issued under the Letter of Credit A Commitment,
the Letter of Credit A Exposure of all A Lenders attributable to all Letters of
Credit issued for the benefit of any Parent (each, a Parent Letter of
Credit) shall not exceed $20,000,000, and (iii) the Aggregate A or B (as
applicable) Credit Exposure shall not exceed the Aggregate Revolving Credit A
or B (as applicable) Commitment Amount, and provided further that with respect
to the issuance of any Parent Letter of Credit, the Borrower would be permitted
to make a demand loan to a Parent pursuant to the terms of Section 8.6(ii) in
an amount equal to the face amount of such Parent Letter of Credit.  Each Letter of Credit shall have an
expiration date which shall be not later than the earlier of (i) twelve months
after the date of issuance  38 
   thereof,
and (ii) fifteen days prior to the Maturity Date.  No Letter of Credit shall be issued if the Administrative Agent
or any A or B (as applicable) Lender, by notice to the applicable Issuing Bank
and the Borrower no later than one Business Day prior to the Borrowing Date
with respect to the issuance of such Letter of Credit, shall have determined
that the conditions set forth in Section 6 have not been satisfied and such
conditions remain unsatisfied as of the requested time of the issuance of
Letter of Credit.  (b)Each Letter of Credit shall be
issued for the account of the Borrower for the benefit of, in the case of
Letters of Credit issued under the Letter of Credit A Commitment, the Borrower,
any of its Subsidiaries or any Parent, and, in the case of Letters of Credit
issued under the Letter of Credit B Commitment, the Borrower or any of its
Subsidiaries, in each case in favor of a beneficiary who has requested the
issuance of such Letter of Credit as a condition to a transaction entered into
in the ordinary course of business.  The
Borrower shall give the Administrative Agent a Letter of Credit Request for the
issuance of each Letter of Credit by no later than 11:00 a.m.,three
Business Days prior to the requested date of issuance.  Each Letter of Credit Request shall specify
whether the requested Letter of Credit is to be issued under the Letter of
Credit A or B Commitment and shall be accompanied by the applicable Issuing
Banks standard letter of credit application, standard reimbursement agreement
(each a Reimbursement Agreement) and such other documentation as such
Issuing Bank may reasonably require, executed by the Borrower.  Upon receipt of such Letter of Credit
Request from the Borrower, the Administrative Agent shall promptly notify the
applicable Issuing Bank and each other A or B (as applicable) Lender
thereof.  Each Letter of Credit shall be
in form and substance reasonably satisfactory to the applicable Issuing Bank,
with such provisions with respect to the conditions under which a drawing may
be made thereunder and the documentation required in respect of such drawing as
such Issuing Bank shall reasonably require. 
The applicable Issuing Bank shall, on the proposed date of issuance and
subject to the terms and conditions of the Reimbursement Agreement and to the
other terms and conditions of this Agreement, issue the requested Letter of
Credit.  On or before the issuance of
each Parent Letter of Credit, such Parent shall have executed and delivered to
the Borrower a Demand Note, in an amount equal to the face amount of such
Parent Letter of Credit, evidencing the obligations of such Parent to reimburse
the Borrower for any drawings under such Parent Letter of Credit, which Demand
Note shall have been pledged to the Collateral Agent pursuant to the Security
Documents.  (c)Upon each payment by an Issuing Bank
of a draft drawn under a Letter of Credit, the Borrower shall immediately pay
to the Administrative Agent, for the account of such Issuing Bank, an amount
equal to such payment in immediately available funds.  (d)Notwithstanding anything to the
contrary contained herein or in any Reimbursement Agreement, to the extent that
the terms of this Agreement shall be inconsistent with the terms of such
Reimbursement Agreement, the terms of this Agreement shall govern.  2.10.Letter of Credit Participation and
Funding Commitments  (a)Each A or B (as applicable) Lender
hereby unconditionally, irrevocably and severally (and not jointly) for itself
only and without any notice to or the taking of any action  39 
   by such
Lender, takes an undivided participating interest in the obligations of each
Issuing Bank under and in connection with each Letter of Credit in an amount
equal to such Lenders applicable Commitment Percentage of the amount of such
Letter of Credit.  Each A or B (as
applicable) Lender shall be liable to each Issuing Bank for its applicable
Commitment Percentage of (i) the unreimbursed amount of any draft drawn and
honored under each of its Letters of Credit, and (ii) any amounts paid by the
Borrower pursuant to Sections 2.9(c) or 2.11 that are subsequently rescinded or
avoided, or must otherwise be restored or returned.  Such liabilities shall be unconditional and without regard to the
occurrence of any Default or the compliance by the Borrower with the Loan
Documents.  (b)Each Issuing Bank will promptly
notify the Administrative Agent, and the Administrative Agent will promptly
notify each A or B (as applicable) Lender (which notice shall be promptly
confirmed in writing) of the date and the amount of any draft presented under
each of its Letters of Credit with respect to which full reimbursement is not
made as provided in Section 2.9(c), and forthwith upon receipt of each such
notice, such A or B (as applicable) Lender (other than the applicable Issuing
Bank in its capacity as a Lender) shall make available to the Administrative
Agent for the account of the applicable Issuing Bank its applicable Commitment
Percentage of the amount of such unreimbursed draft at the office of the
Administrative Agent specified in Section 11.2, in immediately available funds
before 4:00 p.m., on the day such notice was given by the Administrative Agent,
if the relevant notice was given by the Administrative Agent at or prior to
1:00 p.m., on such day, and before 12:00 noon, on the next Business Day, if the
relevant notice was given by the Administrative Agent after 1:00 p.m., on such
day.  The Administrative Agent shall
distribute the payments made pursuant to the immediately preceding sentence to
the applicable Issuing Bank promptly upon receipt thereof in like funds as
received.  Each Lender shall indemnify
and hold harmless the Administrative Agent and each Issuing Bank from and
against any and all losses, liabilities (including liabilities for penalties),
actions, suits, judgments, demands, costs and expenses (including, without
limitation, reasonable attorneys feesand expenses) resulting from any failure
on the part of such Lender to perform its obligations under this Section 2.10
(except in respect of losses, liabilities or other obligations suffered by such
Issuing Bank to the extent resulting from the gross negligence or willful
misconduct of such Issuing Bank).  If a
Lender does not make any payment required under this Section 2.10 when due,
such Lender shall be required to pay interest to the Administrative Agent for
the account of the applicable Issuing Bank (upon demand therefor) the amount of
such payment at a rate of interest per annum equal to the Federal Funds Rate
for the first three days after the due date of such payment and the Federal
Funds Rate plus 2% thereafter until the date such payment is received by the
Administrative Agent.  The
Administrative Agent shall distribute such interest payments to the applicable
Issuing Bank upon receipt thereof in like funds as received.  (c)Whenever an Issuing Bank is
reimbursed by the Borrower or the Administrative Agent is reimbursed by the
Borrower, for the account of such Issuing Bank, for any payment under a Letter
of Credit issued by it and such payment relates to an amount previously paid by
a Lender pursuant to this Section 2.10, the Administrative Agent (or such
Issuing Bank, to the extent that it has received the same) will pay over such
payment to such  40 
   Lender
(i) before 4:00 p.m. on the day such payment from the Borrower is received, if
such payment is received at or prior to 1:00 p.m. on such day, or (ii) before
12:00 noon on the next succeeding Business Day, if such payment from the
Borrower is received after 1:00 p.m. on such day.  2.11.Absolute Obligation With Respect to
Letter of Credit Payments  The
Borrowers obligation to reimburse the Administrative Agent for the account of
any Issuing Bank in respect of each payment under or in respect of such Issuing
Banks Letters of Credit shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the Borrower may have or have had against the beneficiary of such
Letter of Credit, the Administrative Agent, such Issuing Bank, as issuer of
such Letter of Credit, any Lender or any other Person, including, without
limitation, any defense based on the failure of any drawing to conform to the
terms of such Letter of Credit, any drawing document proving to be forged,
fraudulent or invalid, or the legality, validity, regularity or enforceability
of such Letter of Credit; provided, that, with respect to any Letter of Credit,
the foregoing shall not relieve the applicable Issuing Bank of any liability it
may have to the Borrower for any actual damages sustained by the Borrower
arising from a wrongful payment under such Letter of Credit made as a result of
such Issuing Banks gross negligence or willful misconduct.  2.12.Payments  (a)Except as otherwise expressly
provided herein, each payment, including each prepayment, of principal and
interest on the Loans, of the Commitment Fee, the Letter of Credit Commissions,
the Fronting Fees and of all of the other fees to be paid by the Borrower to
the Administrative Agent and the Lenders in connection with the Loan Documents
(the Commitment Fee, the Letter of Credit Commissions and the Fronting Fees,
together with all of such other fees, being sometimes hereinafter collectively
referred to as the Fees) shall be made prior to 1:00 p.m., on the date
such payment is due to the Administrative Agent for the account of the
applicable Lenders at the Administrative Agents office specified in Section
11.2, in each case in lawful money of the United States, in immediately
available funds and without set-off or counterclaim.  The failure of the Borrower to make any such payment by such time
shall not constitute a Default, provided that such payment is made on such due
date, but any such payment made after 1:00 p.m., on such due date shall be
deemed to have been made on the next Business Day for the purpose of
calculating interest.  Promptly upon
receipt thereof by the Administrative Agent, each payment of principal and
interest on the Revolving Credit A or B (as applicable) Loans or the Swing Line
A or B (as applicable) Loans shall be remitted by the Administrative Agent in
like funds as received to the Swing Line Lender, each Issuing Bank and each A
or B (as applicable) Lender (i) first, pro rata according to its Outstanding
Percentage of the amount of interest which is then due and payable on the
Revolving Credit A or B (as applicable) Loans or the Swing Line A or B (as
applicable) Loans of such Lender, and (ii) second, pro rata according to its Outstanding
Percentage of the amount of principal which is then due and payable on the
Revolving Credit A or B (as applicable) Loans or the Swing Line A or B (as
applicable) Loans of such Lender. Promptly upon receipt thereof by the
Administrative Agent, each payment of the  41 
   Commitment
Fee in respect of the Revolving Credit A or B (as applicable) Commitment shall
be remitted by the Administrative Agent in like funds as received to each A or
B (as applicable) Lender pro rata according to such Lenders Revolving Credit A
or B (as applicable) Commitment Amount or, if the Revolving Credit A or B (as
applicable) Commitments shall have terminated or been terminated, according to
the outstanding principal balance of such Lenders Revolving Credit A or B (as
applicable) Loans.  (b)If any payment hereunder, under the
Notes or under any Reimbursement Agreement shall be due and payable on a day
which is not a Business Day, the due date thereof (except as otherwise provided
in the definition of Interest Period) shall be extended to the next Business
Day and (except with respect to payments in respect of the Fees) interest shall
be payable at the applicable rate specified herein during such extension,
provided, however that if such next Business Day is after the Maturity Date,
any such payment shall be due on the immediately preceding Business Day.  3.INTEREST, FEES, YIELD PROTECTIONS, ETC.  3.1.Interest Rate and Payment Dates  (a)Prior to Default. Except as otherwise provided in
Section 3.1(b) and 3.1(c), the Loans shall bear interest on the outstanding
principal balance thereof at the applicable interest rate or rates per annum
set forth below:  ADVANCES
  
  RATEEach ABR Advance
  
  Alternate Base Rate
  plus the Applicable Margin.Each Eurodollar Advance
  
  Eurodollar Rate for the
  applicable Interest Period plus the Applicable Margin.Each Swing Line Loan
  
  Alternate Base Rate
  plus the Applicable Margin.  (b)Default Rate. 
Upon the occurrence and during the continuance of an Event of Default,
the unpaid principal balance of the Loans and any overdue interest or other
amount payable under the Loan Documents shall bear interest, payable on demand,
at a rate per annum (whether before or after the entry of a judgment thereon)
equal to the Alternate Base Rate plus the Applicable Margin plus
2%.  (c)Highest Lawful Rate. At no time shall the interest rate
payable on the Loans of any Lender, together with the Fees and all other
amounts payable under the Loan Documents to such Lender, to the extent the same
are construed to constitute interest, exceed the Highest Lawful Rate applicable
to such Lender.  If with respect to any
Lender for any period  42 
   during
the term of this Agreement, any amount paid to such Lender under the Loan
Documents, to the extent the same shall (but for the provisions of this
Section) constitute or be deemed to constitute interest, would exceed the
maximum amount of interest permitted by the Highest Lawful Rate applicable to
such Lender during such period (such amount being hereinafter referred to as an
Unqualified Amount), then (i) such Unqualified Amount shall be applied
or shall be deemed to have been applied as a prepayment of the Loans of such Lender,
and (ii) if in any subsequent period during the term of this Agreement, all
amounts payable under the Loan Documents to such Lender in respect of such
period which constitute or shall be deemed to constitute interest shall be less
than the maximum amount of interest permitted by the Highest Lawful Rate
applicable to such Lender during such period, then the Borrower shall pay to
such Lender in respect of such period an amount (each a Compensatory
Interest Payment) equal to the lesser of (x) a sum which, when added to
all such amounts, would equal the maximum amount of interest permitted by the
Highest Lawful Rate applicable to such Lender during such period, and (y) an
amount equal to the Unqualified Amount less all other Compensatory Interest
Payments made in respect thereof.  (d)In General. Interest on ABR Advances,
Eurodollar Advances and Swing Line Loans shall be calculated on the basis of a
360-day year, in each case, for the actual number of days elapsed.  Except as otherwise expressly provided herein,
interest on each Loan shall be payable in arrears on each Interest Payment Date
and upon each payment (including prepayment) of such Loan.  Any change in the interest rate on the Loans
resulting from a change in the Alternate Base Rate or reserve requirements
shall become effective as of the opening of business on the day on which such
change shall become effective.  The
Administrative Agent shall, as soon as practicable, notify the Borrower and the
Lenders of the effective date and the amount of each such change in the BNY
Rate.  Each determination of the
Alternate Base Rate or a Eurodollar Rate by the Administrative Agent pursuant
to this Agreement shall be conclusive and binding on all parties hereto absent
manifest error.  The Borrower acknowledges
that to the extent interest payable on ABR Advances is based on the BNY Rate,
such rate is only one of the bases for computing interest on loans made by the
Lenders, and by basing interest payable on ABR Advances on the BNY Rate, the
Lenders have not committed to charge, and the Borrower has not in any way
bargained for, interest based on a lower or the lowest rate at which any Lender
may now or in the future make loans to other borrowers.  3.2.Fees  (a)Commitment Fees. The Borrower agrees to pay to the
Administrative Agent, for the account of the A or B (as applicable) Lenders in
accordance with each such Lenders applicable Commitment Percentage, a fee (the
Commitment Fee), during the Revolving Credit Commitment Period, at a
rate per annum equal to 0.50% of the excess of the average daily Aggregate
Revolving Credit A or B (as applicable) Commitment Amount over the sum of the
aggregate outstanding principal balance of the Revolving Credit A or B (as
applicable) Loans on such day and the Letter of Credit A or B (as applicable)
Exposure of all of the A or B (as applicable) Lenders.  The Commitment Fee shall be payable
quarterly in arrears on the last day of each March, June, September and
December of each year, commencing on the first  43 
   such day
following the Effective Date and ending on the Revolving Credit Commitment
Termination Date.  The Commitment Fee
shall be calculated on the basis of a 360-day year for the actual number of
days elapsed.  (b)Letter of Credit Commissions. The Borrower agrees to pay to the
Administrative Agent, for the account of the A or B (as applicable) Lenders in
accordance with each such Lenders applicable Commitment Percentage,
commissions (the Letter of Credit Commissions) with respect to the
Letters of Credit for the period from and including the date of issuance of
each thereof to the expiration date thereof, at a rate per annum equal to 2.64%
(or, upon the occurrence and during the continuance of an Event of Default, 4.64%),
on the average daily maximum amount available under any contingency to be drawn
under such Letter of Credit.  The Letter
of Credit Commissions shall be (i) calculated on the basis of a 360-day year
for the actual number of days elapsed and (ii) payable quarterly in arrears on
the last day of each March, June, September and December of each year and on
the Revolving Credit Commitment Termination Date.  (c)Letter of Credit Fronting Fees. 
The Borrower agrees to pay to Administrative Agent, for the account of
each Issuing Bank, a fee (the Fronting Fees) with respect to the
Letters of Credit issued by such Issuing Bank for the period from and including
the date of issuance of each thereof to the expiration date thereof, at a rate
per annum equal to 0.250% on the average daily maximum amount available under
any contingency to be drawn under such Letters of Credit.  The Fronting Fees shall be (i) calculated on
the basis of a 360-day yearfor the actual number of days elapsed and
(ii) payable quarterly in arrears on the last day of each March, June,
September and December of each year and on the Revolving Credit Commitment
Termination Date.  In addition to the
Fronting Fees, the Borrower agrees to pay to each Issuing Bank, for its own
account, its standard fees and charges customarily charged to customers similar
to the Borrower with respect to any of the Letters of Credit issued by such
Issuing Bank.  (d)Administrative Agents Fees. 
The Borrower agrees to pay to the Administrative Agent, for its own
account, such other fees as have been agreed to in writing by the Borrower and
the Administrative Agent.  3.3.Conversions  (a)The Borrower may elect from time to
time to convert one or more Eurodollar Advances to ABR Advances by giving the
Administrative Agent at least one Business Days prior irrevocable notice of
such election, specifying whether such Advances constitute Revolving Credit A
or B (as applicable) Loans and the amount to be converted, provided, that any
such conversion of Eurodollar Advances shall only be made on the last day of
the Interest Period applicable thereto. 
In addition, the Borrower may elect from time to time to convert (i) ABR
Advances to Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar
Advances by selecting a new Interest Period therefor, in each case by giving
the Administrative Agent at least three Business Days prior irrevocable notice
of such election, in the case of a conversion to Eurodollar Advances,
specifying whether such Advances constitute Revolving  44 
   Credit A
or B (as applicable) Loans, the amount to be so converted and the initial
Interest Period relating thereto, provided that any such conversion of ABR
Advances to Eurodollar Advances shall only be made on a Business Day and any
such conversion of Eurodollar Advances to new Eurodollar Advances shall only be
made on the last day of the Interest Period applicable to the Eurodollar
Advances which are to be converted to such new Eurodollar Advances.  Each such notice shall be irrevocable and
shall be given by the delivery by facsimile of a Notice of Conversion
(confirmed promptly, and in any event within five Business Days, by the
delivery to the Administrative Agent of a Notice of Conversion manually signed
by the Borrower).  The Administrative
Agent shall promptly provide the A or B (as applicable) Lenders with notice of
each such election.  Advances may be
converted pursuant to this Section in whole or in part, provided that the
amount to be converted to each Eurodollar Advance with respect to the Revolving
Credit A or B (as applicable) Loans, when aggregated with any Eurodollar
Advance to be made on such date with respect to such Revolving Credit Loans in
accordance with Section 2.5 and having the same Interest Period as such first
Eurodollar Advance, shall equal no less than $1,000,000 or such amount plusa
whole multiple of $1,000,000 in excess thereof.  (b)Notwithstanding anything in this
Agreement to the contrary, upon the occurrence and during the continuance of a
Default or an Event of Default, the Borrower shall have no right to elect to
convert any existing ABR Advance to a new Eurodollar Advance or to convert any
existing Eurodollar Advance to a new Eurodollar Advance.  In such event, all ABR Advances shall be
automatically continued as ABR Advances and all Eurodollar Advances shall be
automatically converted to ABR Advances on the last day of the Interest Period
applicable to such Eurodollar Advance.  (c)Each conversion shall be effected by
each A or B (as applicable) Lender by applying the proceeds of its new ABR
Advance or Eurodollar Advance, as the case may be, to its Advances (or portion
thereof) being converted (it being understood that any such conversion shall
not constitute a borrowing for purposes of Sections 4, 5 or 6).  3.4.Concerning Interest Periods  Notwithstanding
any other provision of any Loan Document:  (a)If the Borrower shall have failed to
elect a Eurodollar Advance under Section 2.5 or 3.3, as the case may be, in
connection with any borrowing of new Revolving Credit A or B (as applicable)
Loans or expiration of an Interest Period with respect to any existing
Eurodollar Advance, the amount of such Revolving Credit Loans subject to such
borrowing or such existing Eurodollar Advance shall thereafter be an ABR
Advance until such time, if any, as the Borrower shall elect to convert such
ABR Advances to a Eurodollar Advance pursuant to Section 3.3.  (b)No Interest Period selected in
respect of the borrowing of, or the conversion to, any Eurodollar Advance shall
end after the Maturity Date, and no Interest Period selected in respect of the
borrowing of any Swing Line Loan shall end after fifteen days prior to the
Maturity Date.  45 
   (c)The Borrower shall not be permitted
to have more than five Eurodollar Advances outstanding at any one time with
respect to the Revolving Credit A or B (as applicable) Loans, it being agreed
that each borrowing of a Eurodollar Advance pursuant to a single Borrowing
Request shall constitute the making of one Eurodollar Advance for the purpose
of calculating such limitation.  3.5.Indemnification for Loss  Notwithstanding
anything contained herein to the contrary, if the Borrower shall fail for any
reason to borrow a Revolving Credit Loan in respect of which it shall have
requested a Eurodollar Advance or convert an Advance to a Eurodollar Advance
after it shall have notified the Administrative Agent of its intent to do so,
or if a Eurodollar Advance shall terminate for any reason prior to the last day
of the Interest Period applicable thereto, or if the Borrower shall for any
reason prepay or repay all or any part of the principal amount of a Eurodollar
Advance prior to the last day of the Interest Period applicable thereto, the
Borrower shall indemnify each A or B (as applicable) Lender against, and pay on
demand directly to such Lender the amount (calculated by such Lender using any
method chosen by such Lender which is customarily used by such Lender for such
purpose) equal to any loss or out-of-pocket expense suffered by such Lender as
a result of such failure to borrow or convert, or such termination, repayment
or prepayment, including any loss, cost or expense suffered by such Lender in
liquidating or employing deposits acquired to fund or maintain the funding of
such Eurodollar Advance, or redeploying funds prepaid or repaid, in amounts
which correspond to such Eurodollar Advance and any internal processing charge
customarily charged by such Lender in connection therewith.  3.6.Capital Adequacy  If the
amount of capital required or expected to be maintained by any Lender, the
Swing Line Lender or any Issuing Bank or any Person directly or indirectly
owning or controlling such Lender, the Swing Line Lender or any Issuing Bank
(each a Control Person), shall be affected by the occurrence of a
Regulatory Change and such Lender, the Swing Line Lender or such Issuing Bank
shall have determined that such Regulatory Change shall have had or will
thereafter have the effect of reducing the rate of return on such Lenders,
such Issuing Banks, the Swing Line Lenders or such Control Persons capital
in respect of the Loans, Letters of Credit, Revolving Credit A or B (as
applicable) Commitment, Swing Line A or B (as applicable) Commitment, Letter of
Credit A or B (as applicable) Commitment or Letter of Credit or Swing Line Loan
participations made or maintained by such Lender, the Swing Line Lender or such
Issuing Bank, or of the Reimbursement Obligations owed to such Issuing Bank, in
any case to a level below that which such Lender, such Issuing Bank, the Swing
Line Lender or such Control Person could have achieved or would thereafter be
able to achieve but for such Regulatory Change (after taking into account such
Lenders, such Issuing Banks, the Swing Line Lenders or such Control Persons
policies regarding capital adequacy) by an amount deemed by such Lender, the
Swing Line Lender or such Issuing Bank to be material, then, within ten days
after demand by such Lender or such Issuing Bank, the Borrower shall pay to
such Lender, such Issuing Bank, the Swing Line Lender or such Control Person
such additional amount or amounts as shall be sufficient to compensate such
Lender, such Issuing Bank, the Swing Line Lender or such Control  46 
   Person
for such reduction, provided that if such Lender, such Issuing Bank, the Swing
Line Lender or such Control Person fails to notify the Borrower of any such
event requiring additional compensation within 45 days after such Lender, such
Issuing Bank, the Swing Line Lender or such Control Person has obtained
knowledge of such event, such Lender, such Issuing Bank, the Swing Line Lender
or such Control Person, as the case may be, shall only be entitled to
compensation under this Section 3.6 for costs incurred from and after the date
45 days prior to the date that such Lender, such Issuing Bank, the Swing Line
Lender or such Control Person, as the case may be, does give such notice.  3.7.Reimbursement for Increased Costs  If any
Lender, the Administrative Agent, the Swing Line Lender or any Issuing Bank
shall determine that a Regulatory Change:  (a)does or shall subject it to any Tax
of any kind whatsoever with respect to any Eurodollar Advances or Swing Line
Loans or its obligations under this Agreement to make Eurodollar Advances or
Swing Line Loans, or change the basis of taxation of payments to it of
principal, interest or any other amount payable hereunder in respect of its
Eurodollar Advances or Swing Line Loans, or impose on the Administrative Agent,
such Issuing Bank, the Swing Line Lender or such Lender any other condition
regarding its Letters of Credit including any Tax required to be withheld from
any amounts payable under the Loan Documents (except for imposition of, or
change in the rate of, any Excluded Tax applicable to such Lender); or  (b)does or shall impose, modify or make
applicable any reserve, special deposit, compulsory loan, assessment, increased
cost or similar requirement against assets held by, or deposits of, or advances
or loans by, or other credit extended by, or any other acquisition of funds by,
any office of such Lender in respect of its Eurodollar Advances which is not
otherwise included in the determination of a Eurodollar Rate or against any
Letters of Credit issued by such Issuing Bank or participated in by any Lender;  and the result of any of the foregoing is to increase the cost to such
Lender of making, renewing, converting or maintaining its Eurodollar Advances,
or its commitment to make such Eurodollar Advances or Swing Line Loans, as the
case may be, or to reduce any amount receivable hereunder in respect of its
Eurodollar Advances, or to increase the cost to such Issuing Bank of issuing or
maintaining its Letters of Credit or the cost to any Lender of participating
therein or the cost to the Administrative Agent, the Swing Line Lender or such
Issuing Bank of performing its respective functions hereunder with respect to
the Letters of Credit, then, in any such case, the Borrower shall pay such
Lender, the Administrative Agent, the Swing Line Lender or such Issuing Bank,
as the case may be, within ten days after demand therefor, such additional
amounts as is sufficient to compensate such Lender, such Issuing Bank, the
Swing Line Lender or the Administrative Agent, as the case may be, for such
additional cost or reduction in such amount receivable which such Lender, such
Issuing Bank, the Swing Line Lender or the Administrative Agent, as the case
may be, deems to be material as determined by such Lender, such Issuing Bank,
the Swing Line Lender or the Administrative Agent, as the case may be;
provided, however, that nothing in this Section shall require the Borrower to
indemnify the Lenders, the  47 
   Administrative
Agent, the Swing Line Lender or any Issuing Bank, as the case may be, with
respect to any withholding Tax for which the Borrower has no obligation under
Section 3.10.  No failure by any Lender
or the Administrative Agent, the Swing Line Lender, or any Issuing Bank to
demand, and no delay in demanding, compensation for any increased cost shall
constitute a waiver of its right to demand such compensation at any time,
provided that if the Administrative Agent, such Issuing Bank, the Swing Line
Lender or such Lender fails to notify the Borrower of any such increased cost
within 45 days after the Administrative Agent, such Issuing Bank, the Swing
Line Lender or such Lender has obtained knowledge of such increased cost, the
Administrative Agent, such Issuing Bank, the Swing Line Lender or such Lender,
as the case may be, shall only be entitled to payment under this Section 3.7
for such increased cost incurred from and after the date 45 days prior to the
date that the Administrative Agent, such Issuing Bank, the Swing Line Lender or
such Lender, as the case may be, does give such notice.  A statement setting forth the calculations
of any additional amounts payable pursuant to this Section submitted by a
Lender, the Administrative Agent, the Swing Line Lender or an Issuing Bank, as
the case may be, to the Borrower shall be conclusive absent manifest error.  3.8.Illegality of Funding  Notwithstanding
any other provision hereof, if any Lender shall reasonably determine that any
Regulatory Change shall make it unlawful for such Lender to make or maintain
any Eurodollar Advance as contemplated by this Agreement, such Lender shall
promptly notify the Borrower and the Administrative Agent thereof, and (i) the
commitment of such Lender to make such Eurodollar Advances or convert ABR
Advances to Eurodollar Advances shall forthwith be suspended, (ii) such Lender
shall fund its portion of each requested Eurodollar Advance as an ABR Advance
and (iii) such Lenders Revolving Credit Loans then outstanding as such
Eurodollar Advances, if any, shall be converted automatically to an ABR Advance
on the last day of the then current Interest Period applicable thereto or at
such earlier time as may be required by law. 
If the commitment of any Lender with respect to Eurodollar Advances is
suspended pursuant to this Section and such Lender shall have obtained actual
knowledge that it is once again legal for such Lender to make or maintain
Eurodollar Advances, such Lender shall promptly notify the Administrative Agent
and the Borrower thereof and, upon receipt of such notice by each of the
Administrative Agent and the Borrower, such Lenders commitment to make or
maintain Eurodollar Advances shall be reinstated.  3.9.Substituted Interest Rate  In the
event that (i) the Administrative Agent shall have determined (which
determination shall be conclusive and binding) that by reason of circumstances
affecting the interbank eurodollar market either adequate or reasonable means
do not exist for ascertaining the Eurodollar Rate, or (ii) Required A or B
Lenders shall have notified the Administrative Agent that they have determined
(which determination shall be made on a reasonable basis and in good faith and
shall be conclusive and binding) that the applicable Eurodollar Rate will not
adequately and fairly reflect the cost to such Lenders of maintaining or
funding loans bearing interest based on such Eurodollar Rate, with respect to
any portion of the Revolving Credit Loans that the Borrower has requested be
made as Eurodollar Advances or Eurodollar Advances that will result  48 
   from the
requested conversion of any portion of the Advances into or of Eurodollar
Advances (each, an Affected Advance), the Administrative Agent shall
promptly notify the Borrower and the A or B (as applicable) Lenders (by
telephone or otherwise, to be promptly confirmed in writing) of such
determination, on or, to the extent practicable, prior to the requested
Borrowing Date or Conversion Date for such Affected Advances.  If the Administrative Agent shall give such
notice, (a) any Affected Advances shall be made as ABR Advances, (b) the
Advances (or any portion thereof) that were to have been converted to Affected
Advances shall be converted to ABR Advances and (c) any outstanding Affected
Advances shall be converted, on the last day of the then current Interest
Period with respect thereto, to ABR Advances. 
Until any notice under clauses (i) or (ii), as the case may be, of this
Section has been withdrawn by the Administrative Agent (by notice to the
Borrower promptly upon either (x) the Administrative Agent having determined
that such circumstances affecting the interbank eurodollar market no longer
exist and that adequate and reasonable means do exist for determining the
Eurodollar Rate, or (y) the Administrative Agent having been notified by such
Required Lenders that circumstances no longer render the Advances (or any
portion thereof) Affected Advances, no further Eurodollar Advances shall be
required to be made by the A or B (as applicable) Lenders, nor shall the
Borrower have the right to convert all or any portion of the Revolving Credit A
or B (as applicable) Loans to or as Eurodollar Advances.  3.10.Taxes; Net Payments  (a)All payments made by the Borrower
under the Loan Documents shall be made free and clear of, and without reduction
for or on account of, any Included Taxes required by law to be withheld from
any amounts payable under the Loan Documents. 
In the event that the Borrower is prohibited by law from making payments
under the Loan Documents free of deductions or withholdings in respect of
Included Taxes, then the Borrower shall pay such additional amounts to the
Administrative Agent, for the benefit of the Indemnified Tax Persons, as may be
necessary in order that the actual amounts received by each Indemnified Tax
Person in respect of interest and any other amount payable under the Loan
Documents after deduction or withholding (and after payment of any additional
taxes or other charges due as a consequence of the payment of such additional
amounts) shall equal the amount that would have been received if such deduction
or withholding were not required.  In
the event that any such deduction or withholding with respect to Included Taxes
can be reduced or nullified as a result of the application of any relevant
double taxation convention, the relevant Indemnified Tax Person will cooperate
with the Borrower (at the sole expense of the Borrower) in making application
to the relevant taxing authorities to seek to obtain such reduction or
nullification, so long as it would not be disadvantageous to such Indemnified
Tax Person, provided, however, that no Indemnified Tax Person shall have any
obligation to engage in litigation with respect thereto.  If the Borrower shall make any payments
under this Section 3.10 or shall make any deductions or withholdings from
amounts paid in accordance with this Section 3.10, the Borrower shall, as
promptly as practicable thereafter, forward to the Administrative Agent
original or certified copies of official receipts or other evidence acceptable
to the Administrative Agent establishing such payment and the Administrative
Agent in turn shall distribute copies of such receipts to each Indemnified Tax
Person.  If payments under the Loan
Documents to any Indemnified Tax Person are or become  49 
   subject
to any withholding, such Indemnified Tax Person shall (unless otherwise
required by a Governmental Authority or as a result of any treaty, convention,
law, rule, regulation, order or similar directive applicable to such
Indemnified Tax Person) use its best efforts to designate a different office or
branch to which payments are to be made under the Loan Documents from that
initially selected thereby, if such designation would avoid or mitigate such
withholding and would not be disadvantageous to such Indemnified Tax
Person.  In the event that any Indemnified
Tax Person shall have determined that it received a refund or credit for
Included Taxes paid by the Borrower under this Section 3.10, such Indemnified
Tax Person shall promptly notify the Administrative Agent and the Borrower of
such fact and shall remit to the Borrower the amount of such refund or credit
applicable to the payments made by the Borrower in respect of such Indemnified
Tax Person under this Section 3.10.  (b)Each Indemnified Tax Person shall
deliver to the Borrower such certificates, documents, or other evidence as the
Borrower may reasonably require from time to time as are necessary to establish
that such Indemnified Tax Person is not subject to withholding under Section
1441, 1442 or 3406 of the Code or as may be necessary to establish, under any
law imposing upon the Borrower, hereafter, an obligation to withhold any
portion of the payments made by the Borrower under the Loan Documents, that
payments to the Administrative Agent on behalf of such Indemnified Tax Person
are not subject to withholding. 
Notwithstanding any provision herein to the contrary, the Borrower shall
not have any obligation to pay to the Administrative Agent for the benefit of
any Indemnified Tax Person any amount which the Borrower is required to
withhold (and shall have no obligation to otherwise indemnify any Lender with
respect to such amount) to the extent that the Borrowers obligation to
withhold is due to the failure of such Indemnified Tax Person to file any
required statement, certificate or other document with respect to exemption
which such Borrower requested of it.  (c)Each Indemnified Tax Person not
incorporated under the laws of the United States or any State thereof shall
deliver to the Borrower such certificates, documents, or other evidence as the
Borrower may reasonably require from time to time as are necessary to establish
that such Indemnified Tax Person is not subject to withholding under Section
1441, 1442 or 3406 of the Code or as may be necessary to establish, under any
law imposing upon the Borrower, hereafter, an obligation to withhold any
portion of the payments made by the Borrower under the Loan Documents, that
payments to the Administrative Agent on behalf of such Indemnified Tax Person
are not subject to withholding. 
Notwithstanding any provision herein to the contrary, the Borrower shall
not have any obligation to pay to the Administrative Agent for the benefit of
any Indemnified Tax Person any amount which the Borrower is liable to withhold
due to the failure of such Indemnified Tax Person to file any statement of
exemption required by the Code.  3.11.Option to Fund  Each
Lender has indicated that, if the Borrower requests a Eurodollar Advance such
Lender may wish to purchase one or more deposits in order to fund or maintain
its funding of its applicable Commitment Percentage of such Eurodollar Advance
during the Interest Period with respect thereto; it being understood that the
provisions of this Agreement relating to such  50 
   funding are included only
for the purpose of determining the rate of interest to be paid in respect of
such Eurodollar Advance and any amounts owing under Sections 3.5 and 3.7.  Each Lender shall be entitled to fund and
maintain its funding of all or any part of each Eurodollar Advance in any
manner it sees fit, but all such determinations hereunder shall be made as if
each Lender had actually funded and maintained its applicable Commitment
Percentage of each Eurodollar Advance during the applicable Interest Period
through the purchase of deposits in an amount equal to its applicable
Commitment Percentage of such Eurodollar Advance having a maturity
corresponding to such Interest Period. 
Any Lender may fund its applicable Commitment Percentage of each
Eurodollar Advance from or for the account of any branch or office of such
Lender as such Lender may choose from time to time.  3.12.Replacement
of Lenders  Notwithstanding
the foregoing, if (i) any Lender shall request compensation or additional
amounts pursuant to Section 3.6, 3.7 or 3.10 and such amounts are in excess of
those being generally charged by the other Lenders, (ii) any Lender shall give
any notice to the Borrower or the Administrative Agent pursuant to Section 3.8,
(iii) a receiver or custodian shall have been appointed for any Lender and such
Lender shall be in default of its obligations under this Agreement,or
(iv) a Lender fails or refuses to agree to a request by the Borrower or to
amend or waive, or grant any consent under, any provision of any Loan Document
under circumstances when such amendment, waiver or consent requires the
approval of all the Lenders to be effective and has been approved by the
Administrative Agent,the Borrower mayrequire that such Lender
transfer all of its right, title and interest under this Agreement and such Lenders
Notes to any lender identified by the Borrower (a Proposed Lender) if
such Proposed Lender agrees to assume all of the obligations of such Lender for
consideration equal to the outstanding principal amount of such Lenders Loans
and all unreimbursed sums paid by such Lender under Section 2.10(b), together
with all accrued and unpaid interest thereon to the date of such transfer and
all other accrued and unpaid amounts payable under the Loan Documents to such
Lender on or prior to the date of such transfer (including any accrued and
unpaid fees hereunder and any amounts which would be payable under Section 3.5
as if all of such Lenders Loans were being prepaid in full on such date).  Subject to the execution and delivery of new
Notes and an Assignment and Acceptance Agreement and the satisfaction of the
requirements contained in Section 11.7, such Proposed Lender shall be a
Lender for all purposes hereunder. 
Without prejudice to the survival of any other agreement of the Borrower
hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 11.5,
11.8 and 11.9 (without duplication of any payments made to such Lender by the
Borrower or the Proposed Lender) shall survive for the benefit of any Lender
replaced under this Section with respect to the time prior to such replacement.  4.REPRESENTATIONS AND WARRANTIES  In order
to induce the Administrative Agent and the Lenders to enter into this
Agreement, the Lenders to make the Revolving Credit Loans, each Issuing Bank to
issue the Letters of Credit and the Lenders to participate therein, and the
Swing Line Lender to make the Swing Line Loans and the Lenders to participate
therein, the Borrower makes the following  51 
   representations
and warranties to the Administrative Agent, each Issuing Bank, the Swing Line
Lender and each Lender:  4.1.Subsidiaries; Capitalization  As of
the Effective Date, the Borrower has only the Subsidiaries set forth on, and
the authorized, issued and outstanding Capital Stock of the Borrower and each
such Subsidiary is as set forth on, Schedule 4.1.  As of the Effective Date, except as set forth on Schedule 4.1,
the shares of, or partnership or other interests in, each Subsidiary of the
Borrower are owned beneficially and of record by the Borrower or another
Subsidiary of the Borrower, are free and clear of all Liens and are duly
authorized, validly issued, fully paid and nonassessable.  As of the Effective Date, except as set
forth on Schedule 4.1, (i) neither the Borrower nor any of its Subsidiaries has
issued any securities convertible into, or options or warrants for, any common
or preferred equity securities thereof, (ii) there are no agreements, voting
trusts or understandings binding upon the Borrower or any of its Subsidiaries
with respect to the voting securities of the Borrower or any of its
Subsidiaries or affecting in any manner the sale, pledge, assignment or other
disposition thereof, including any right of first refusal, option, redemption,
call or other right with respect thereto, whether similar or dissimilar to any
of the foregoing, and (iii) all of the outstanding Capital Stock of each
Subsidiary of the Borrower is owned by the Borrower or another Subsidiary of
the Borrower.  4.2.Existence and Power  Each of
the Borrower and each of its Subsidiaries is duly organized or formed and
validly existing in good standing under the laws of the jurisdiction of its
incorporation or formation, has all requisite power and authority to own its
Property and to carry on its business as now conducted, and is in good standing
and authorized to do business in each jurisdiction in which the nature of the
business conducted therein or the Property owned by it therein makes such
qualification necessary, except where such failure to qualify could not
reasonably be expected to have a Material Adverse Effect.  4.3.Authority and Execution  Each of
the Borrower and each of its Subsidiaries has full legal power and authority to
enter into, execute, deliver and perform the terms of the LoanDocuments
to which it is a party all of which have been duly authorized by all proper and
necessary corporate, partnership or other applicable action and are in full
compliance with its Organizational Documents, except where the failure to be in
such full compliance could not reasonably be expected to have a Material
Adverse Effect.  The Borrower and each
of its Subsidiaries has duly executed and delivered the Loan Documents to which
it is a party.  4.4.Binding Agreement  The Loan
Documents (other than the Notes) constitute, and the Notes, when issued and
delivered pursuant hereto for value received, will constitute, the valid and
legally  52 
   binding
obligations of each Credit Party, in each case, to the extent it is a party
thereto, enforceable in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors rights
generally.  4.5.Litigation  Except
as set forth on Schedule 4.5, there are no actions, suits or proceedings at law
or in equity or by or before any Governmental Authority (whether purportedly on
behalf of the Borrower, any of its Subsidiaries or any other Credit Party)
pending or, to the knowledge of the Borrower, threatened against the Borrower,
any of its Subsidiaries or any other Credit Party or maintained by the
Borrower, any of its Subsidiaries or any other Credit Party or which may affect
the Property of the Borrower, any of its Subsidiaries or any other Credit Party
or any of their respective Properties or rights, which (i) could reasonably be
expected to have a Material Adverse Effect or (ii) (x) on the Closing Date,
call into question the validity or enforceability of, or otherwise seek to
invalidate, or might, individually or in the aggregate, materially and
adversely affect, any Loan Document or any of the transactions contemplated
thereby, or (y) on any other date on which the representations and warranties
under this Agreement are made or deemed to be made, have resulted in any
judgment or decree that affects the validity or enforceability of, or
invalidates, or might, individually or in the aggregate, materially and
adversely affect, any Loan Document or any of the transactions contemplated
thereby.  4.6.Required Consents  Except
for information filings required to be made in the ordinary course of business
which are not a condition to the performance by the Borrower or any of its
Subsidiaries under the Loan Documents to which it is a party, no consent,
authorization or approval of, filing with, notice to, or exemption by,
stockholders or holders of any other equity interest, any Governmental
Authority or any other Person is required to authorize, or is required in
connection with the execution, delivery or performance by the Credit Parties of
the Loan Documents to which the Borrower or any of its Subsidiaries is a party
or is required as a condition to the validity or enforceability of the Loan
Documents against the Credit Parties to which any of the same is a party.  The Borrower, prior to each borrowing by it
hereunder, has obtained all necessary approvals and consents of, and has filed
or caused to be filed all reports, applications, documents, instruments and
information required to be filed pursuant to all applicable laws, rules,
regulations and requests of, all Governmental Authorities in connection with
such borrowing.  4.7.Absence of Defaults; No Conflicting
Agreements  (a)Neither the Borrower, any of its
Subsidiaries nor any other Credit Party is in default under any mortgage,
indenture, contract or agreement to which it is a party or by which it or any
of its Property is bound, the effect of which default could reasonably be expected
to have a Material Adverse Effect.  The
execution, delivery or carrying out of the terms of the Loan Documents will not
constitute a default under, or result in the creation or imposition of, or  53 
   obligation
to create, any Lien (other than the Lien created by the Security Documents)
upon any Property of the Borrower or any of its Subsidiaries or result in a
breach of or require the mandatory repayment of or other acceleration of
payment under or pursuant to the terms of any such mortgage, indenture,
contract or agreement, the effect of which could reasonably be expected to have
a Material Adverse Effect.  (b)Neither the Borrower, any of its
Subsidiaries nor any other Credit Party is in default with respect to any
judgment, order, writ, injunction, decree or decision of any Governmental
Authority which default could reasonably be expected to have a Material Adverse
Effect.  4.8.Compliance with Applicable Laws  The
Borrower and each of its Subsidiaries is complying in all respects with all
laws, regulations, rules and orders of all Governmental Authorities which are
applicable to the Borrower or such Subsidiary, a violation of which could
reasonably be expected to have a Material Adverse Effect.  4.9.Taxes  Each of
the Borrower and each of its Subsidiaries has filed or caused to be filed all
tax returns required to be filed and has paid, or has made adequate provision
for the payment of, all taxes shown to be due and payable on said returns or in
any assessments made against it (other than those being contested in accordance
with Section 7.4) which would be material to the Borrower or to the Borrower
and its Subsidiaries taken as a whole, and no tax Liens have been filed with
respect thereto (other than a Lien described in Section 8.2(i)).  The charges, accruals and reserves on the
books of the Borrower and each of its Subsidiaries with respect to all taxes
are, to the best knowledge of the Borrower, adequate for the payment of such
taxes, and the Borrower knows of no unpaid assessment which is due and payable
against the Borrower or any of its Subsidiaries or any claims being asserted
which could reasonably be expected to have a Material Adverse Effect, except
such thereof as are being contested in accordance with Section 7.4, and for
which adequate reserves have been set aside in accordance with GAAP.  4.10.Governmental Regulations  Neither
the Borrower, any of its Subsidiaries nor any Person controlled by,
controlling, or under common control with, the Borrower or any of its
Subsidiaries, is (i) subject to regulation under the Public Utility Holding
Company Act of 1935, as amended, or the Federal Power Act, as amended, or is
subject to any statute or regulation which prohibits or restricts the
incurrence of Indebtedness (other than provisions of laws generally), including
statutes or regulations relative to common or contract carriers or to the sale
of electricity, gas, steam, water, telephone, telegraph or other public utility
services or (ii) is an investment company, or a company controlled by an
investment company, within the meaning of the Investment Company Act of 1940,
as amended.  54 
   4.11.Federal Reserve Regulations; Use of
Loan Proceeds  Neither
the Borrower nor any of its Subsidiaries is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose
of purchasing or carrying any Margin Stock. 
The Borrower will use the proceeds of all Loans and Letters of Credit in
compliance with the provisions of Section 2.8.  4.12.Plans  Each
Employee Benefit Plan is in compliance with ERISA, the Code and all other
applicable state and federal law, in all material respects.  The Borrower and all ERISA Affiliates have
fulfilled their respective obligations under the minimum funding standards
under ERISA and the Code with respect to each Employee Benefit Plan.  No event or condition has occurred and is
continuing as to which the Borrower would be under an obligation to provide
notice under Section 7.2(d), (e), (f) or (g).  4.13.Financial Statements  The
Borrower has heretofore delivered to the Administrative Agent and the Lenders
copies of the (i) audited Consolidated Balance Sheet of the Borrower as of
December 31, 1999, and the related Consolidated Statement of Operations,
Stockholders Equity and Cash Flow for the fiscal year then ended and (ii) the
unaudited Consolidated Balance Sheets of the Borrower as of April 2, 2000, July
2, 2000 and October 1, 2000 and the related Consolidated Statement of
Operations, Stockholders Equity and Cash Flow for the respective fiscal
quarters then ended (with the related notes and schedules, the Financial
Statements).  The Financial
Statements fairly present the Consolidated financial condition and results of
the operations of the Borrower and its Subsidiaries as of the dates and for the
periods indicated therein (subject, in the case of such unaudited statements,
to normal year-end adjustments) and have been prepared in conformity with
GAAP.  Except as set forth in the
Financial Statements and as set forth on Schedule 4.13, since December 31,
1999, the Borrower and each of its Subsidiaries has conducted its business only
in the ordinary course and there has been no Material Adverse Change.  4.14.Property  (a)Each of the Borrower and the
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, except for minor defects in
title that do not interfere with its ability to conduct its business as
currently conducted or to utilize such properties for their intended purposes.  (b)Schedule 4.14 sets forth the address
of each real property that is owned or leased by the Borrower or any of the
Subsidiaries as of the Effective Date.  55 
   4.15.Authorizations  (a)The Borrower possesses or has the
right to use all franchises, licenses and other rights set forth in the
Trademark License Agreement, and with respect to which it is in compliance,
with no known conflict with the valid rights of others.  No event has occurred which permits or, to
the best knowledge of the Borrower, after notice or the lapse of time or both,
or any other condition, could reasonably be expected to permit, the revocation
or termination of the Trademark License Agreement.  (b)Each of the Borrower and each of its
Subsidiaries possesses or has the right to use all other franchises, licenses
and other rights as are material and necessary for the conduct of its business,
and with respect to which it is in compliance, with no known conflict with the
valid rights of others which could reasonably be expected to have a Material
Adverse Effect.  No event has occurred
which permits or, to the best knowledge of the Borrower, after notice or the
lapse of time or both, or any other condition, could reasonably be expected to
permit, the revocation or termination of any such other franchise, license or
other right which revocation or termination could reasonably be expected to
have a Material Adverse Effect.  4.16.Environmental Matters  (a)Except as set forth on Schedule 4.16
and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any of the Subsidiaries (i) have failed to
comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii)
have become subject to any Environmental Liability, (iii) have received notice
of any claim with respect to any Environmental Liability or (iv) know of any
basis that could reasonably be expected to result in the Borrower or any of its
Subsidiaries incurring any Environmental Liability.  (b)Since the date of this Agreement,
there has been no change in the status of the matters set forth on Schedule
4.16, that, individually or in the aggregate, has resulted in, or could
reasonably be expected to have, a Material Adverse Effect.  (c)Since the dates of its formation or
organization, neither the Borrower nor any of its Subsidiaries has used
asbestos or any asbestos product in the manufacture of any of its products or
otherwise in its business or, to the best knowledge of the Borrower, has sold
any asbestos or asbestos related product.  4.17.Solvency  Each of
the Borrower and its Subsidiaries is Solvent.  4.18.Absence of Certain Restrictions  No
indenture, certificate of designation for preferred stock, agreement or
instrument to which the Borrower or any of its Subsidiaries is a party (other
than this  56 
   Agreement),
prohibits or limits in any way, directly or indirectly the ability of any
Subsidiary (other than any Receivables Subsidiary) of the Borrower to make
Restricted Payments or repay any Indebtedness to the Borrower or to another
Subsidiary of the Borrower.  4.19.No Misrepresentation  No
representation or warranty contained in any Loan Document and no certificate or
report from time to time furnished by the Borrower or any of its Subsidiaries
in connection with the transactions contemplated thereby, contains or will
contain a misstatement of material fact or omits or will omit to state a
material fact required to be stated in order to make the statements therein
contained not misleading in the light of the circumstances under which made.  5.CONDITIONS
TO EFFECTIVENESS  The
effectiveness of this Agreement shall be subject to the fulfillment of the
following conditions precedent:  5.1.Evidence
of Action  The
Administrative Agent shall have received a certificate, dated the effective
date of this Agreement, of the Secretary or Assistant Secretary or other
analogous counterpart of the Borrower (i) attaching a true and complete copy of
the resolutions of its Managing Person and of all documents evidencing all
necessary corporate action (in form and substance satisfactory to the
Administrative Agent) taken by it to authorize this Agreement and the
transactions contemplated hereby, (ii) attaching a true and complete copy of
its Organizational Documents or certifying that there has been no change in its
Organizational Documents since the Effective Date, (iii) setting forth the
incumbency of its officer or officers or other analogous counterpart who may
sign this Agreement, including therein a signature specimen of such officer or
officers and (iv) certifying that the Borrower is in good standing in the
jurisdiction of its formation and in each other jurisdiction in which it is
qualified to do business, except, in the case of such other jurisdiction, when
the failure to be in good standing in such jurisdiction would not have a
Material Adverse Effect.  5.2.This
Agreement  The
Administrative Agent shall have received counterparts of this Agreement signed
by the Borrower, the Administrative Agent, JPMorgan Chase Bank (formerly, The
Chase Manhattan Bank), as a party to the Chase Substitute Platinum Note, Fleet
National Bank, as a party to the Fleet LC Agreement, and Building Materials Manufacturing
Corporation, as a party to the Fleet LC Agreement.  5.3.Notes  The
Administrative Agent shall have received a new Revolving Credit A Note for each
A Lender, a new Revolving Credit B Note for each B Lender, and a new Swing Line
A Note  57 
   and
Swing Line B Note for the Swing Line Lender in replacement of the Revolving
Credit Notes and Swing Line Notes issued under the $110 Million Credit
Agreement and the $100 Million Credit Agreement.  5.4.Chase
Platinum Substitute Note and Fleet LC Agreement  The Administrative Agent
shall have received a copy of the fully executed Chase Platinum Substitute Note
and the Second Amendment Agreement to the Fleet LC Agreement.  5.5.Opinion
of Counsel to the Borrower and its Subsidiaries  The
Administrative Agent shall have received an opinion of (i) Richard A.
Weinberg, General Counsel to the Borrower and its Subsidiaries, substantially
in the form of Exhibit F-1, and (ii) Weil, Gotshal & Manges LLP, special
counsel to the Borrower and its Subsidiaries, substantially in the form of
Exhibit F-2, each addressed to the Administrative Agent, the Swing Line Lender,
the Issuing Banks, the Lenders and the Collateral Agent and dated the effective
date of this Agreement.  It is
understood that such opinions are being delivered to the Administrative Agent,
the Swing Line Lender, the Issuing Banks, the Lenders and the Collateral Agent
upon the direction of the Borrower and its Subsidiaries and that the
Administrative Agent, the Swing Line Lender, the Issuing Banks, the Lenders and
the Collateral Agent may and will rely on such opinions.  6.CONDITIONS OF LENDING - ALL LOANS AND
LETTERS OF CREDIT  The
obligation of each A or B (as applicable) Lender to make a Revolving Credit A
or B (as applicable) Loan, the Swing Line Lender to make a Swing Line A or B
(as applicable) Loan or each Issuing Bank to issue any Letter of Credit (and
each A or B (as applicable) Lender to participate therein) on a Borrowing Date
is subject to the satisfaction of the following conditions precedent as of the
date of such Revolving Credit Loan or Swing Line Loan or the issuance of such
Letter of Credit, as the case may be:  6.1.Compliance  On each
Borrowing Date and after giving effect to the Loans to be made and the Letters
of Credit to be issued thereon (i) there shall exist no Default or Event of
Default, (ii) the representations and warranties contained in the Loan
Documents shall be true and correct with the same effect as though such
representations and warranties had been made on such Borrowing Date, except to
the extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties shall have been
true and correct on and as of such earlier date, and (iii) each Credit Party
shall be in compliance with all of the terms, covenants and conditions of the
Loan Documents to which it is a party. 
Each borrowing by the Borrower and each request by the Borrower for the
issuance of a Letter of Credit shall constitute a representation and warranty
by the Borrower as of such Borrowing Date that each of the foregoing matters is
true and correct in all respects.  58 
   6.2.Borrowing
Request; Letter of Credit Request  With
respect to the Loans to be made, and the Letters of Credit to be issued, on
each Borrowing Date, the Administrative Agent shall have received, (i) in the
case of Loans, a Borrowing Request and (ii) in the case of Letters of Credit, a
Letter of Credit Request together with the applicable Issuing Banks standard
letter of credit application, Reimbursement Agreement and such other
documentation as such Issuing Bank may reasonably require, in each case duly
executed by an Authorized Signatory of the Borrower.  6.3.Minimum
Cash Amount  On each
Borrowing Date with respect to the making of Revolving Credit B Loans or Swing
Line B Loans and the issuance of Letters of Credit under the Letter of Credit B
Commitment, the Invested Cash plus the sum of (i) the book value (as determined
in accordance with GAAP and reflected in the most recent Consolidated balance
sheet delivered to the Administrative Agent and the Lenders pursuant to Section
7.1(d)) of the City of Michigan City, Indiana Economic Development Taxable
Revenue Bonds Series 1999 held by the Borrower and its Subsidiaries and (ii)
the Marketable Securitiesof the Borrower and its Subsidiaries
(other than any Receivables Subsidiary)on a Consolidated basis in accordance with
GAAP shall be less than $50,000,000.  6.4.Loan Closings  All
documents required by the provisions of the Loan Documents to be executed or
delivered to the Administrative Agent or any Lender on or before the applicable
Borrowing Date shall have been so executed and delivered on or before such
Borrowing Date.  7.AFFIRMATIVE COVENANTS  The
Borrower agrees that, so long as this Agreement is in effect, any Loan or
Reimbursement Obligation (contingent or otherwise) in respect of any Letter of
Credit remains outstanding and unpaid, or any other amount is owing under any
Loan Document to any Lender, any Issuing Bank or the Administrative Agent, the
Borrower shall:  7.1.Financial Statements and Information  Maintain,
and cause each of its Subsidiaries to maintain, a standard system of accounting
in accordance with GAAP, and furnish or cause to be furnished to the
Administrative Agent and each Lender:  (a)As soon as available, but in any
event within 95 days after the end of each fiscal year, a copy of the
Consolidated Balance Sheet of the Borrower and its Subsidiaries as at the end
of such fiscal year, together with the related Consolidated Statement of
Operations, Stockholders Equity and Cash Flow as of and through the end of
such fiscal year, setting forth in each case in comparative form the figures
for the preceding fiscal year.  The
Consolidated Balance Sheet and Consolidated Statement of Operations,
Stockholders Equity and Cash Flow  59 
   shall be
audited and certified without qualification by the Accountants, which
certification shall (i) state that the examination by such Accountants in
connection with such Consolidated financial statements has been made in
accordance with generally accepted auditing standards and, accordingly, included
such tests of the accounting records and such other auditing procedures as were
considered necessary in the circumstances, and (ii) include the opinion of such
Accountants that such Consolidated financial statements have been prepared in
accordance with GAAP in a manner consistent with prior fiscal periods, except
as otherwise specified in such opinion. 
Notwithstanding any of the foregoing, the Borrower may satisfy its
obligation to furnish its Consolidated Balance Sheet and Consolidated Statement
of Operations, Stockholders Equity and Cash Flow by furnishing copies of the
Borrowers annual report on Form 10-K in respect of such fiscal year, together
with the financial statements required to be attached thereto or incorporated
by reference therein, provided the Borrower is required to file such annual
report on Form 10-K with the SEC and such filing is actually made.  (b)As soon as available, but in any
event within 50 days after the end of each of the first three fiscal quarters
of each fiscal year, a copy of the Consolidated Balance Sheet of the Borrower
and its Subsidiaries as at the end of each such quarterly period, together with
the related Consolidated Statement of Operations and Cash Flows for such period
and for the elapsed portion of the fiscal year through such date, setting forth
in each case in comparative form the figures for the corresponding periods of
the preceding fiscal year, certified by a Financial Officer of the Borrower as
presenting fairly the Consolidated financial condition and the Consolidated
results of operations of the Borrower and its Subsidiaries in accordance with
GAAP.  Notwithstanding any of the
foregoing, the Borrower may satisfy its obligation to furnish its quarterly
Consolidated Balance Sheet and Consolidated Statement of Operations and Cash
Flow by furnishing copies of the Borrowers quarterly report on Form 10-Q in
respect of such fiscal quarter, together with the financial statements required
to be attached thereto or incorporated by reference therein, provided the Borrower
is required to file such quarterly report on Form 10-Q with the SEC and such
filing is actually made.  (c)Within 50 days after the end of each
of the first three fiscal quarters (95 days after the end of the last fiscal
quarter), a Compliance Certificate, certified by a Financial Officer of the
Borrower.  (d)Within 30 days after the end of each
fiscal month, a copy of the Consolidated Balance Sheet of the Borrower and its
Subsidiaries as at the end of each such fiscal month, together with the related
Consolidated Statement of Operations and Cash Flows (including, without
limitation, line items for Capital Expenditures and payments made to any Parent
or any Affiliate of the Borrower) for such period and for the elapsed portion
of the fiscal year through such date, setting forth in each case in comparative
form the figures for the corresponding periods of the preceding fiscal year,certified
by a Financial Officer of the Borrower as presenting fairly the Consolidated
financial condition and the Consolidated results of operations of the Borrower
and its Subsidiaries in accordance with GAAP.  (e)Within 30 days after the end of each
fiscal month, a report detailing asbestos claims, asbestos settlements,
asbestos judgments and asbestos legal fees, in each case  60 
   for such
fiscal month period and for the elapsed portion of the fiscal year through such
fiscal month period.  (f)Such other information as the
Administrative Agent or any Lender may reasonably request from time to time.  7.2.Certificates; Other Information  Furnish
to the Administrative Agent and each Lender:  (a)Prompt written notice if: (i) any
Indebtedness of the Borrower or any of its Subsidiaries in an aggregate amount
in excess of $5,000,000 for the Borrower and its Subsidiaries is declared or
shall become due and payable prior to its stated maturity, or is called and not
paid when due, (ii) a default shall have occurred under, or the holder or
obligee of, any note (other than the Notes), certificate, security or other
evidence of Indebtedness, with respect to any other Indebtedness of the
Borrower or any of its Subsidiaries has the right to declare Indebtedness in an
aggregate amount in excess of $5,000,000 for the Borrower and its Subsidiaries
due and payable prior to its stated maturity, or (iii) there shall occur and be
continuing a Default or an Event of Default;  (b)Prompt written notice of: (i) any
citation, summons, subpoena, order to show cause or other document naming the
Borrower or any of its Subsidiaries a party to any proceeding before any
Governmental Authority which could reasonably be expected to have a Material
Adverse Effect or which calls into question the validity or enforceability of
any of the Loan Documents, and include with such notice a copy of such
citation, summons, subpoena, order to show cause or other document, (ii) any
lapse or other termination of any license, permit, franchise or other
authorization issued to the Borrower or any of its Subsidiaries by any Person
or Governmental Authority, which lapse or termination could reasonably be
expected to have a Material Adverse Effect, and (iii) any refusal by any Person
or Governmental Authority to renew or extend any such material license, permit,
franchise or other authorization, which lapse, termination, refusal or dispute
could reasonably be expected to have a Material Adverse Effect;  (c)Promptly upon becoming available,
copies of all (i) registration statements (other than with respect to employee
benefit plans), regular, periodic or special reports, schedules and other
material which the Borrower or any of its Subsidiaries may now or hereafter be
required to file with or deliver to any securities exchange or the SEC, and
(ii) financial statements, proxy statements, notices and reports as the
Borrower or any of its Subsidiaries shall generally send to analysts or all
public holders of its Capital Stock in their capacity as such holders (in each
case to the extent not theretofore delivered to the Lenders pursuant to this
Agreement);  (d)Prompt written notice in the event
that the Borrower, any of its Subsidiaries or any ERISA Affiliate knows, or has
reason to know, that (i) any Termination Event with respect to a Pension Plan
has occurred or will occur, (ii) any condition exists with respect to a Pension
Plan which presents a material risk of termination of the Pension Plan under  61 
   Section
4041(c) or 4042 of ERISA, imposition of a material excise tax, requirement to
provide security to the Pension Plan or other material liability on the
Borrower, any of its Subsidiaries or any ERISA Affiliate, (iii) the Borrower,
any of its Subsidiaries or any ERISA Affiliate has filed under Section
4041(a)(2) of ERISA a notice of termination of, or intent to terminate, a
Pension Plan, (iv) the Borrower, any of its Subsidiaries or any ERISA Affiliate
has applied for a waiver of the minimum funding standard under Section 412 of
the Code with respect to a Pension Plan, (v) the aggregate amount of the
Unfunded Pension Liabilities under all Pension Plans is in excess of
$5,000,000, (vi) the aggregate amount of Unrecognized Retiree Welfare Liability
under all applicable Employee Benefit Plans is in excess of $1,000,000, (vii)
the Borrower, any of its Subsidiaries or any ERISA Affiliate has engaged in a
Prohibited Transaction with respect to an Employee Benefit Plan, (viii) the
imposition of any material tax against the Borrower, any of its Subsidiaries or
any ERISA Affiliate under Section 4980B(a) of the Code or (ix) the assessment
of a material civil penalty against the Borrower, any of its Subsidiaries or
any ERISA Affiliate under Section 502(c) of ERISA, together with a certificate
of a Financial Officer of the Borrower setting forth the details of such event
and the action which the Borrower, such Subsidiary or such ERISA Affiliate
proposes to take with respect thereto, together with a copy of all notices and
filings with respect thereto.  (e)Prompt written notice in the event
that the Borrower, any of its Subsidiaries or any ERISA Affiliate shall receive
a demand letter from the PBGC notifying the Borrower, such Subsidiary or such
ERISA Affiliate of any final decision finding liability and the date by which
such liability must be paid, together with a copy of such letter and a
certificate of a Financial Officer of the Borrower setting forth the action
which the Borrower, such Subsidiary or such ERISA Affiliate proposes to take
with respect thereto.  (f)Promptly upon the same becoming available,
and in any event by the date such amendment is adopted, a copy of any Pension
Plan amendment that the Borrower, any of its Subsidiaries or any ERISA
Affiliate proposes to adopt which would require the posting of security under
Section 401(a)(29) of the Code, together with a certificate of a Financial
Officer of the Borrower setting forth the reasons for the adoption of such
amendment and the action which the Borrower, such Subsidiary or such ERISA
Affiliate proposes to take with respect thereto.  (g)As soon as possible and in any event
by the tenth day after any required installment or other payment under Section
412 of the Code owed to a Pension Plan shall have become due and owing by the
Borrower, any of its Subsidiaries or any ERISA Affiliate and remain unpaid, a
copy of the notice of failure to make required contributions provided to the
PBGC by the Borrower, any of its Subsidiaries or any ERISA Affiliate under
Section 412(n) of the Code, together with a certificate of a Financial Officer
setting forth the action which the Borrower, such Subsidiary or such ERISA
Affiliate proposes to take with respect thereto.  (h)Prompt written notice upon any
development in asbestos litigation that could reasonably be expected to have a
Material Adverse Effect.  62 
   (i)Such other information as the
Administrative Agent or any Lender shall reasonably request from time to time.  7.3.Legal Existence  Except
as may otherwise be permitted by Sections 8.3 and 8.4, maintain, and cause each
of its Subsidiaries to maintain, its corporate, partnership or analogous
existence, as the case may be, in good standing in the jurisdiction of its
incorporation or formation and in each other jurisdiction in which the failure
so to do could reasonably be expected to have a Material Adverse Effect,
provided, however, that any Guarantor may be dissolved, provided that (i) no
Event of Default shall then exist and be continuing, (ii) all of the Property
of such Guarantor shall be transferred to the Borrower or any other Guarantor,
(iii) no such dissolution shall adversely affect the Collateral (including the
nature, status, quality or value thereof) or the interest of the Collateral
Agent therein, and (iv) no Guarantor that creates accounts receivable may
dissolve into any other Guarantor or the Borrower unless the accounts
receivable of such Guarantor (or attributable to the line of business engaged
in by such Guarantor) shall, after giving effect to such dissolution,
constitute Collateral under the Security Agreement and shall be expressly
excluded for all purposes from being sold to the Receivables Subsidiary
pursuant to the Receivables Purchase Documents or otherwise being subject to
any restriction contained in the Receivables Purchase Documents.  7.4.Taxes  Pay and
discharge when due, and cause each of its Subsidiaries so to do, any Tax upon
or with respect to the Borrower or such Subsidiary and any Tax upon the income,
profits and Property of the Borrower and its Subsidiaries, which if unpaid,
could reasonably be expected to have a Material Adverse Effect or become a Lien
on Property of the Borrower or such Subsidiary (other than a Lien described in
Section 8.2(i)), unless and to the extent only that any such Tax shall be
contested in good faith and by appropriate proceedings diligently conducted by
the Borrower or such Subsidiary and provided that such reserve or other
appropriate provision as shall be required by GAAP shall have been made
therefor.  7.5.Insurance and Condemnation.  (a)Liability Insurance. 
Maintain, and cause each Subsidiary to maintain, insurance with
financially sound insurance carriers on such of its Property, against at least
such risks, and in at least such amounts, as are customarily insured against by
similar businesses, in each case naming the Administrative Agent and the
Collateral Agent as an additional insured under such policies.  (b)Property Insurance. 
Maintain such property and other insurance as is customarily maintained
by companies engaged in similar businesses. 
All such property insurance shall name the Collateral Agent, under a
standard loss payable clause, as a loss payee, as its interest may appear, in
respect of each claim resulting in a payment under any such insurance policy
exceeding $500,000 and shall contain such endorsements as the Collateral Agent
shall  63 
   require.  If the Borrower or any of its Subsidiaries
shall receive the proceeds of any insurance, the Borrower shall cause such
proceeds to be deposited in a deposit account with a Qualified Depositary
Institution that is subject to an effective Depositary Control Agreement.  (c)Condemnation Awards. 
If the Borrower or any of its Subsidiaries shall receive the proceeds of
any condemnation or similar awards, the Borrower shall cause such proceeds to
be deposited in a deposit account with a Qualified Depositary Institution that
is subject to an effective Depositary Control Agreement.  (d)Insurance
Policies.  The Borrower shall
deliver to the Administrative Agent on the Effective Date and on each
anniversary thereof a detailed list of all insurance of the Borrower and its
Subsidiaries then in effect, stating the names of the carriers thereof, the
policy numbers, the insureds thereunder, the amounts of insurance, dates of
expiration thereof, and the Property and risks covered thereby, together with a
certificate of an Authorized Signatory certifying that in the opinion of such
officer such insurance complies with the obligations of the Borrower under this
Section 7.5, and is in full force and effect. Promptly
upon request therefor, the Borrower shall deliver or cause to be delivered to
the Administrative Agent originals or duplicate originals of all such policies
of insurance.  7.6.Performance of Obligations  Pay and
discharge when due, and cause each of its Subsidiaries so to do, all lawful
Indebtedness, obligations and claims for labor, materials and supplies or
otherwise which, if unpaid, could (i) reasonably be expected to have a Material
Adverse Effect, or (ii) become a Lien upon Property of the Borrower or any of
its Subsidiaries other than a Permitted Lien, unless and to the extent only
that the validity of such Indebtedness, obligation or claim shall be contested
in good faith and by appropriate proceedings diligently conducted, and provided
that such reserve or other appropriate provision as shall be required by GAAP
shall have been made therefor.  7.7.Observance of Legal Requirements  Observe
and comply in all respects, and cause each of its Subsidiaries so to do, with
all laws, ordinances, orders, judgments, rules, regulations, certifications,
franchises, permits, licenses, directions and requirements of all Governmental
Authorities, which now or at any time hereafter may be applicable to it, a
violation of which could reasonably be expected to have a Material Adverse
Effect, except such thereof as shall be contested in good faith and by
appropriate proceedings diligently conducted by it, provided that such reserve
or other appropriate provision as shall be required by GAAP shall have been
made therefor.  7.8.Inspection of Property; Books and
Records; Discussions  (a)At all reasonable times, upon
reasonable prior notice, permit representatives of the Administrative Agent and
each Lender to visit the offices of the Borrower and each of its Subsidiaries,
to examine the books and records thereof and Accountants reports relating
thereto, and to make copies or extracts therefrom, to discuss the affairs of
the Borrower  64 
   and each
such Subsidiary with the respective officers thereof, and to examine and
inspect the Property of the Borrower and each such Subsidiary and to meet and
discuss the affairs of the Borrower and each such Subsidiary with the
Accountants.  (b)Upon the occurrence and during the
continuance of any Default, Event of Default or Material Adverse Change, at the
request of the Required A or B Lenders and at the expense of the Borrower,
permit financial consultants or other representatives of the Administrative
Agent or any Lender to visit the offices of the Borrower and each of its
Subsidiaries, to examine the books and records thereof and Accountants reports
relating thereto and to make copies or extracts therefrom, to discuss the
affairs of the Borrower and each such Subsidiary with the respective officers
thereof, to examine and inspect the Property of the Borrower and each such
Subsidiary, to meet and discuss the affairs of the Borrower and each such
Subsidiary with the Accountants, and to prepare reports relating thereto.  7.9.Authorizations  Maintain,
and cause each of its Subsidiaries to maintain, in full force and effect, all
licenses, franchises, permits, licenses, authorizations and other rights as are
necessary for the conduct of its business, except to the extent the failure to
so maintain, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.  7.10.Financial Covenants  (a)Interest Coverage Ratio. 
Maintain as of the end of any fiscal quarter during each period set
forth below, an Interest Coverage Ratio of not less than the applicable ratio
set forth below:  Period
  
  RatioEffective Date through
  the fiscal quarter ending on or about June 30, 2002
  
  1.35:1.00the fiscal quarter
  beginning on or about July 1, 2002 and thereafter
  
  1.50:1.00.  (b)Minimum Consolidated EBITDA. 
Maintain as of the end of any fiscal quarter Consolidated EBITDA for the
immediately preceding four fiscal quarters of not less than $80,000,000.  65 
   7.11.Additional Subsidiaries  If any Subsidiary is formed or
acquired after the Effective Date, the Borrower will notify the Administrative
Agent and the Lenders in writing thereof within three Business Days prior to
the date on which such Subsidiary is to be formed or acquired and (i) the
Borrower will cause such Subsidiary (other than the Receivables Subsidiary) to
(a) execute and deliver each applicable Guaranty Document (or otherwise become
a party thereto in the manner provided therein) and become a party to each
applicable Security Document in the manner provided therein, in each case
within five Business Days after the date on which such Subsidiary is formed or
acquired and (ii) promptly take such actions to create and perfect Liens on
such Subsidiarys assets to secure the Obligations as the Administrative Agent
or the Required Lenders shall reasonably request, (b) if any equity securities
issued by any such Subsidiary are owned or held by or on behalf of the Borrower
or any Guarantor or any loans, advances or other debt is owed or owing by any
such Subsidiary to the Borrower or any Guarantor, the Borrower will cause such
equity securities and promissory notes and other instruments evidencing such
loans, advances and other debt to be pledged pursuant to the Security Documents
within five Business Days after the date on which such Subsidiary is formed or
acquired, and (c) deliver (i) a certificate, dated the date such Subsidiary shall
have become a party to the Subsidiary Guaranty, executed by such Subsidiary and
substantially in the form of, and with substantially the same attachments as,
the certificate which would have been required under Section 5.1 if such
Subsidiary had become a party to the Subsidiary Guaranty on or before the
Effective Date, and (ii) an opinion of counsel to such Subsidiary, covering the
same matters with respect to such Subsidiary as were covered by the opinions
delivered pursuant to Section 5.14 of the $110 Million Credit Agreement and the
$100 Million Credit Agreement, in form and substance satisfactory to the
Administrative Agent, and (iii) such other documents as the Administrative
Agent shall request.  7.12.Further Assurances; Certain Real
Estate Matters  (a)[Intentionally Omitted]  (b)[Intentionally Omitted]  (c)The Borrower will use its
commercially reasonable best efforts to deliver or, as applicable, cause each
of its Subsidiaries to deliver, to the Collateral Agent as soon as possible (i)
counterparts of a Mortgage with respect to each Mortgaged Property listed on
Part B of Schedule 1.1(m), signed on behalf of the record owner of such
Mortgaged Property, (ii) a current title search report in standard form issued
by a nationally recognized title insurance company with respect to each such
Mortgaged Property, (iii) such UCC-1 financing statements and other documents,
instruments or agreements that the Administrative Agent reasonably requests
with respect to each such Mortgaged Property for purposes of creating and
perfecting a valid mortgage lien on each such such Mortgaged Property, (iv) a
policy or policies of title insurance issued by a nationally recognized title
insurance company, insuring the Lien of each  66 
   Mortgage
on each such Mortgaged Property as a valid first Lien on such Mortgaged
Property described therein, free of any other Liens except as permitted by
Section 8.2, in form and substance reasonably acceptable to the Administrative
Agent, together with such endorsements, coinsurance and reinsurance as the
Administrative Agent may reasonably request, (v) such existing surveys of such
Mortgaged Property as the Borrower or its Subsidiaries may have, (vi) a copy of
any existing phase I environmental report issued for each such Mortgaged
Property as the Borrower or its Subsidiaries may have, (vii) such customary
opinions of local counsel to the Borrower with respect to such Mortgages as the
Administrative Agent shall reasonably require and (viii) such other customary
documentation with respect to such Mortgages and such Mortgaged Property,
including copies of all appraisals issued with respect thereto, as the
Administrative Agent may reasonably request.  (d)With respect to each Mortgaged
Property listed on Part B of Schedule 1.1(m), the Borrower will use
its commercially reasonable best efforts to deliver or, as applicable, cause
each of its Subsidiaries to deliver, to the Collateral Agent as soon as
possible a collateral assignment (satisfactory in form and substance to the
Administrative Agent) of all of its rights or options to acquire the underlying
real estate and improvements constituting a part of such Mortgaged Property.  (e)With respect to leased real property
the landlord of which is an Affiliate of the Borrower, the Borrower will
deliver or, as applicable, cause each of its Subsidiaries to deliver, to the
Collateral Agent as soon as possible a landlord lien waiver with respect to
each such leased real property, such landlord lien waiver to be in customary
form and reasonably satisfactory to the Administrative Agent.  (f)With respect to leased real property
the landlord of which is not an Affiliate of the Borrower, the Borrower will
use its commercially reasonable best efforts to deliver or, as applicable,
cause each of its Subsidiaries to deliver, to the Collateral Agent as soon as
possible a landlord lien waiver with respect to each such leased real property,
such landlord lien waiver to be in customary form and reasonably satisfactory to
the Administrative Agent.  (g)The Borrower will, and will cause
each Guarantor to, execute any and all further documents, financing statements,
agreements (including guarantee agreements and security agreements) and
instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, Mortgages and other
documents), that may be required under any applicable law, or which the
Administrative Agent or the Required A or B Lenders may reasonably request, to
effectuate the transactions contemplated by the Loan Documents or to grant,
preserve, protect or perfect (including as a result of any change in applicable
law) the Liens created or intended to be created by the Security Documents or
the validity or priority of any such Lien, all at the expense of the Borrower
and the Guarantors.  The Borrower also
agrees to provide to the Administrative Agent, from time to time upon request,
evidence reasonably satisfactory to the Administrative Agent as to the
perfection and priority of the Liens created or intended to be created by the
Security Documents.  67 
   (h)If any assets (including any real
property or improvements thereto or any interest therein that exceed $1,000,000
in value) are acquired by the Borrower or any Guarantor after the Effective
Date (other than Payroll Accounts, Petty Cash Accounts and assets constituting
Collateral under the Security Documents that become subject to the Lien of the
Security Documents upon acquisition thereof), the Borrower will notify the
Administrative Agent and the Lenders thereof, and, the Borrower will cause such
assets to be subjected to a Lien securing the Obligations and will take, and
cause the Guarantors to take, such actions as shall be necessary or reasonably
requested by the Administrative Agent to grant and perfect such Liens,
including actions described in paragraphs (a), (b), (c), (d), (e) and (f) of
this Section and shall deliver all documents, certificates and instruments
required to be delivered pursuant to Section 5.5 of the $110 Million Credit
Agreement and the $100 Million Credit Agreement as if such assets existed on
the Effective Date, all at the expense of the Borrower and the Guarantors.  7.13.Environmental Compliance  The Borrower will, and will cause each Subsidiary to,
use and operate all of its facilities and property in compliance with all
Environmental Laws, keep all necessary permits, approvals, certificates,
licenses and other authorizations relating to environmental matters in effect
and remain in compliance therewith, and handle all Hazardous Materials in
compliance with all applicable Environmental Laws, except where noncompliance
with any of the foregoing could not reasonably be expected to have a Material
Adverse Effect.  7.14.Invested Cash, Marketable
Securities and System Cash  (a)The
Borrower will, and will cause each Subsidiary (other than any Receivable
Subsidiary) to (i) deposit and maintain on deposit all of its Invested Cash in
the Cash Collateral Account, (ii) [Intentionally Omitted], (iii) cause all of
its System Cash to be deposited in Qualified Depositary Institutions and prior
to any such deposit, cause each such Qualified Depositary Institution to
execute and deliver to the Collateral Agent a Depositary Control Agreement and
(iv) comply with the Cash Management System.  (b)The
Borrower will cause the Receivables Subsidiary to promptly transfer to the
Borrower, for deposit in a Qualified Depositary Institution that has executed
and delivered to the Collateral Agent a Depositary Control Agreement, cash held
by the Receivables Subsidiary in excess of the cash required to be held by the
Receivables Subsidiary pursuant to the Receivables Purchase Documents.  8.NEGATIVE COVENANTS  The
Borrower agrees that, so long as this Agreement is in effect, any Loan or
Reimbursement Obligation (contingent or otherwise) in respect of any Letter of
Credit remains outstanding and unpaid, or any other amount is owing under any
Loan Document to any Lender, any Issuing Bank or the Administrative Agent, the
Borrower shall not, directly or indirectly:  68 
   8.1.Indebtedness  Create,
incur, assume or suffer to exist any liability for Indebtedness, or permit any
of its Subsidiaries so to do, except (i) Indebtedness under the Loan Documents,
(ii) Indebtedness of the Borrower or any of its Subsidiaries existing on the
Effective Date as set forth on Schedule 8.1, (iii) Borrower Intercompany
Investments, (iv) the Chase Platinum Substitute Note, and (v) Indebtedness with
respect to Capital Leases and purchase money Indebtedness of the Borrower or
any of its Subsidiaries (including any extension, replacement or refinance of
such Capital Lease or purchase money Indebtedness), provided that any such
extension, replacement or refinance (x) does not result in an increase in the
outstanding principal amount of such Capital Lease or purchase money
Indebtedness from that in effect on the Effective Date, and (y) does not result
in the annual lease payments/debt service payable under such Capital Lease or
purchase money Indebtedness (as so extended, replaced or refinanced) exceeding
the annual lease payments/debt service (without giving effect to any balloon or
similar payments) payable under such Capital Lease or purchase money
Indebtedness immediately prior to such extension, replacement or refinance.  8.2.Liens  Create,
incur, assume or suffer to exist any Lien upon any of its Property, whether now
owned or hereafter acquired, or permit any of its Subsidiaries so to do, except
(i) Liens for any Tax or governmental charge in the ordinary course of business
which are not delinquent or which are being contested in accordance with
Section 7.4 or 7.6, provided that enforcement of such Liens is stayed pending
such contest, (ii) Liens in connection with workers compensation, unemployment
insurance or other social security obligations (but not ERISA), (iii) deposits
or pledges to secure bids, tenders, contracts (other than contracts for the payment
of money), leases, statutory obligations, surety, performance and appeal bonds,
contractual or warranty requirements and other obligations of like nature
arising in the ordinary course of business, (iv) zoning ordinances, easements,
rights of way, minor defects, irregularities, and other similar restrictions
affecting real Property which do not materially adversely affect the value of
such real Property or the financial condition of the Borrower or of the
Borrower and its Subsidiaries taken as a whole or materially impair its use for
the operation of the business of the Borrower or any such Subsidiary, (v) Liens
arising by operation of law such as mechanics, materialmens, carriers,
warehousemens liens incurred in the ordinary course of business which are not
delinquent or which are being contested in accordance withSection 7.6, provided that
enforcement of such Liens is stayed pending such contest, (vi) Liens arising
out of judgments or decrees which are being contested in accordance with
Section 7.6, provided that enforcement of such Liens is stayed pending such
contest, (vii) Liens in favor of the Administrative Agent, the Issuing Banks
and the Lenders under the Loan Documents and Liens in favor of the Collateral
Agent under the Security Documents, (viii) brokers Liens securing the payment
of commissions and management fees in the ordinary course of business, (ix)
Liens on Property (including replacements of such Property or additions or
accessions thereto pursuant to applicable law) existing on the Effective Date
as set forth on Schedule 8.2, (x) Liens under Capital Leases or purchase money
Indebtedness permitted by Section 8.1(v), provided that such Liens attach only  69 
   to the
Property so acquired pursuant to such Capital Leases or purchase money
Indebtedness (including replacements thereof or additions or accessions thereto
pursuant to applicable law), and (xi) Liens arising solely from the filing of
UCC financing statements for precautionary purposes in connection with true
operating leases or conditional sales of property that are otherwise permitted
under the Agreement and under which the Borrower or any of its Subsidiaries is
lessee or on accounts receivable and related intangible rights in connection
with non-recourse sales of accounts receivable of the Borrower to a Receivables
Subsidiary pursuant to and in accordance with the Receivables Purchase
Documents.  8.3.Merger, Consolidations and
Acquisitions  Consolidate
with, merge into or with any Person, make any Acquisition or enter into any
binding agreement to do any of the foregoing which is not contingent on
obtaining the consent of the Required Lenders, or permit any of its
Subsidiaries so to do, except:  (a)any wholly-owned Guarantor may merge
with any other wholly-owned Guarantor or with the Borrower, provided that (i)
no such merger shall adversely affect the Collateral (including the nature,
status, quality or value thereof) or the interest of the Collateral Agent
therein, (ii) the Borrower shall be the survivor in any merger involving the
Borrower and (iii) no Guarantor that creates accounts receivable may merge with
any other Guarantor or with the Borrower unless the accounts receivable of such
Guarantor (or attributable to the line of business engaged in by such
Guarantor) shall, after giving effect to such merger, constitute Collateral
under the Security Agreement and shall be expressly excluded for all purposes
from being sold to the Receivables Subsidiary pursuant to the Receivables
Purchase Documents or otherwise being subject to any restriction contained in
the Receivables Purchase Documents;  (b)Investments permitted by Section
8.5; and  (c)Dispositions permitted by Section
8.4.  8.4.Dispositions  Make any
Disposition, or permit any of its Subsidiaries so to do, except:  (a)Dispositions of inventory or other
assets (including, without limitation, Marketable Securities, Cash Equivalents
and Hedge Agreements) in the ordinary course of business or the disposition of
platinum in connection with the satisfaction of the Chase Platinum Agreement;  (b)Dispositions of shares of stock,
notes or other securities or other equity interests owned by the Borrower or
any of its Subsidiaries, other than any such equity interests of (i) any Subsidiaries
of the Borrower, or (ii) other Persons, unless such equity interests are held
solely as an investment and without a view to participating in the management
of such other Person;  70 
   (c)Dispositions by means of a lease or
sublease of Property of the Borrower or any of its Subsidiaries, so long as the
Borrower or such Subsidiary continues to reflect ownership of such Property in
its financial statements in accordance with GAAP;  (d)Dispositions of Property (other than
accounts receivable) by the Borrower or any of its Subsidiaries to the Borrower
or any Guarantor;  (e)Dispositions of Property pursuant to
a condemnation proceeding;  (f)sales or transfers of accounts
receivable (and related intangible rights) to any Receivables Subsidiary
pursuant to and in accordance with the Receivables Purchase Documents;  (g)the destruction of Property as a
result of casualty;  (h)Dispositions of Property which, in
the reasonable opinion of the Borrower or such Subsidiary, is obsolete or no
longer useful in the conduct of its business;  (i)the Disposition of the Ontario, Port
Arthur, Corvallis, Monroe, Houston and Leatherback facilities of the Borrower,
provided that at least 50% of the consideration received for each such
Disposition shall be cash and no Default or Event of Default shall exist
immediately before or after giving effect thereto;  (j)any Disposition the fair market
value of which is less than $5,000,000 and, when aggregated with all other
Dispositions made pursuant to this Section 8.4(j) within the same fiscal year,
is less than $15,000,000; and  (k)Dispositions in the ordinary course
of business by means of a license or a sublicense, to the extent the proceeds
thereof (excluding reimbursements, indemnities and the like) are included in
the income before taxes and extraordinary items of the Borrower or such
Subsidiary;  provided
that in connection with Dispositions pursuant to subsections (i) or (j) above,
upon receipt of any net proceeds by the Borrower or any of its Subsidiaries as
a result thereof, the Borrower shall immediately cause such net proceeds to be
deposited with a Qualified Depositary Institution that is subject to an
effective Depositary Control Agreement.  8.5.Investments, Loans, Etc.  At any
time, directly or indirectly, purchase or otherwise hold, own, acquire or
invest in the Capital Stock of, evidence of indebtedness or other obligation or
security issued by, any other Person, or make any loan or advance to, or enter
into any arrangement for the purpose of providing funds or credit to, or become
a partner or joint venturer in any partnership or joint venture, or enter into
any Hedge Agreement, or make any other investment (whether in cash or other
Property) in any other Person, or make any commitment or otherwise to agree to
do any of  71 
   the
foregoing (all of which are sometimes referred to herein as Investments),
or permit any of its Subsidiaries so to do, except:  (a)Investments in Cash Equivalents on
deposit in the Cash Collateral Account;  (b)Investments existing on the
Effective Date as set forth on Schedule 8.5;  (c)(i)Investments of System Cash in the
form of deposits in normal business banking accounts in a Qualified Depositary
Institution that is subject to an effective Depositary Control Agreement, (ii)
Investments in the form of deposits in Payroll Accounts with Qualified
Depositary Institutions, (iii) Investments in the form of deposits in Petty
Cash Accounts with Qualified Depositary Institutions, (iv) Investments in the
form of deposits in Disbursement Account No. 1, and (v) Investments in the form
of deposits in Disbursement Account No. 2;  (d)Investments in Hedge Agreements,
provided that such Investments are used for hedging purposes and in the
ordinary course of business;  (e)Borrower Intercompany Investments;  (f)(i) loans or advances to employees
of the Borrower or any of its Subsidiaries (other than any Permitted Holder)
for travel and relocation expenses incurred in the ordinary course of business,
and (ii) other loans or advances to employees of the Borrower or any of its
Subsidiaries (other than any Permitted Holder) in an aggregate outstanding
amount not to exceed $1,000,000;  (g)[Intentionally
Omitted]  (h)[Intentionally
Omitted]  (i)Investments by any Receivables
Subsidiary to the extent required pursuant to and in accordance with the
Receivables Purchase Documents;  (j)Investments in any strategic
alliance joint marketing arrangement, provided that such Investments do not
exceed $750,000 in the aggregate for any fiscal year;  (k)Loans made to employees of the
Borrower and its Subsidiaries in an aggregate principal amount not to exceed
$6,000,000 in order for such employees to purchase equity securities of the
Borrower pursuant to an employee stock purchase or similar program;  (l)any loan made by the Borrower or any
of its Subsidiaries to any Parent, provided that such loan shall be permitted
under Section 8.6; and  72 
   (m)loans or advances to suppliers of
the Borrower or any of its Subsidiaries relating to the operations or business
thereof in an aggregate outstanding amount not to exceed $250,000 for any
single supplier and $1,000,000 for all suppliers.  8.6.Restricted Payments  Declare
or pay any Restricted Payments payable in cash or otherwise or apply any of its
Property thereto or set apart any sum therefor, or permit any of its
Subsidiaries so to do, except that: (i) a wholly-owned Subsidiary of the
Borrower may declare and pay Restricted Payments to the Borrower or to any
Guarantor, and (ii) the Borrower may make demand loans (which loans shall be
evidenced by a Demand Note) to any Parent, provided that (a) the aggregate
amount of all such loans shall not exceed (1) for the period from the Closing
Date until the first anniversary thereof, the unused portion of the Annual
Asbestos Basket for such period minus the Parent Letter of Credit Amount
minus the Appeal Security Undrawn Amount, (2) for the period from the
first anniversary of the Closing Date until the second anniversary of the
Closing Date, $20,000,000 (not exceeding $10,000,000 per fiscal quarter of such
year) plus the unused portion of the Annual Asbestos Basket for the
period from the Closing Date until the second anniversary of the Closing Dateminus the Parent Letter of Credit Amount minus the Appeal Security
Undrawn Amount, and (3) for the period from the second anniversary of the
Closing Date until the third anniversary of the Closing Date, $5,000,000 plus
the unused portion of the Annual Asbestos Basket for the period from the
Closing Date until the third anniversary of the Closing Date plus the
unused portion of such $20,000,000 for the period from the first anniversary of
the Closing Date until the second anniversary of the Closing Date minus
the Parent Letter of Credit Amount minus the Appeal Security Undrawn
Amount, and (b) immediately before and after giving effect thereto no Default
or Event of Default shall exist.  8.7.Business and Name Changes  Materially
change the nature of the business of the Borrower and its Subsidiaries taken as
a whole as conducted on the Effective Date.  8.8.ERISA  Permit
or cause any Pension Plan to have a Funded Current Liability Percentage of less
than 60%, or increase benefits, or permit any of its Subsidiaries so to do,
under any Employee Benefit Plan or establish or contribute to any new Employee
Benefit Plan except to the extent that the same could not reasonably be
expected to result in a Material Adverse Effect.  8.9.Prepayments of Indebtedness  Prepay
or obligate itself to prepay, in whole or in part, Indebtedness under any
Senior Note Indenture, the Fleet LC Agreement or the Chase Platinum Substitute
Note or permit any of its Subsidiaries so to do.  73 
   8.10.Amendments, Etc. of Certain Agreements  Enter
into or agree to any amendment, modification or waiver of any term or condition
of its Organizational Documents or any of the Material Agreements in any way
that could reasonably be expected to have a Material Adverse Effect, or permit
any of its Subsidiaries so to do, or, with respect to the Receivables Purchase
Documents, that could reasonably be expected to (x) denigrate the value of the
security interest of the Collateral Agent in the Capital Stock of the
Receivables Subsidiary or in any other Collateral, including any accounts
receivable of the Borrower or any of its Subsidiaries (other than the
Receivables Subsidiary) not subject to the documents described in clause (i) of
the definition of Receivables Purchase Documents, or (y) restrict the rights of
the Collateral Agent to foreclose or otherwise pursue its remedies under the
Security Agreement with respect to such Capital Stock or such other Collateral,
in either case in comparison to such value or rights in existence under the
Receivables Purchase Documents immediately prior to such amendment,
modification or waiver (it being understood that advance rates, eligibility
requirements, concentration limits and a maturity date (provided such maturity
date is later than September 30, 2001) more favorable to the Receivables
Subsidiary shall not be deemed to denigrate such value or restrict such
rights).  8.11.Transactions with Affiliates  Except
with respect to any Restricted Payment permitted by Section 8.6, become a party
to any transaction with an Affiliate, or permit any of its Subsidiaries so to
do, unless the terms and conditions relating thereto are as favorable to the
Borrower or such Subsidiary as those which would be obtainable at the time in a
comparable arms-length transaction with a Person other than an Affiliate.  8.12.Limitation on Upstream Transfers  Permit
or cause any of its Subsidiaries (other than any Receivables Subsidiary) to
enter into or agree, or otherwise be or become subject, to any agreement,
contract or other arrangement (other than this Agreement) with any Person
pursuant to the terms of which (i) such Subsidiary is or would be prohibited
from making any advances to the Borrower or declaring or paying any cash
dividends on any class of its Capital Stock owned directly or indirectly by the
Borrower or any of the other Subsidiaries or from making any other distribution
on account of any class of any such Capital Stock (herein referred to as Upstream
Transfers), or (ii) the declaration or payment of Upstream Transfers on an
annual or cumulative basis is or would be otherwise limited or restricted.  8.13.Capital Leases and Sale-Leaseback
Transactions  Enter
into any arrangement with any Person, or permit any of its Subsidiaries so to
do, (i) constituting a Capital Lease or (ii) providing for the leasing
(pursuant to a Capital Lease) by the Borrower or such Subsidiary of Property
which has been or is to be sold or transferred by the Borrower or such
Subsidiary to such Person or to any other Person to whom funds have been or are
to be advanced by such Person on the security of such Property or rental
obligations of the  74 
   Borrower
or such Subsidiary (a Sale-Leaseback Transaction), except Capital
Leases and Sale-Leaseback Transactions of the Borrower or any of its
Subsidiaries existing on the Effective Date as set forth on Schedule 8.13 and
Capital Leases permitted under Section 8.1(v).  8.14.Capital Expenditures  Permit
Capital Expenditures of the Borrower and the Subsidiaries to exceed (i) for the
fiscal quarter ending on or about December 31, 2000, $15,800,000,(ii)
from January 1, 2001 through and including December 31, 2001, $40,000,000,
(iii) from January 1, 2002 through and including December 31, 2002, $30,000,000plus
the sum of 75% of the excess (up to $15,000,000) of Consolidated EBITDA for the
four fiscal quarter period ending December 31, 2001 over $100,000,000 up to
$120,000,000 and 100% of the excess (up to $15,000,000) of Consolidated EBITDA
for the four fiscal quarter period ending December 31, 2001 over $120,000,000,
and (iv) from January 1, 2003 through and including the Maturity Date,
$30,000,000 plus the sum of 75% of the excess (up to $15,000,000) of
Consolidated EBITDA for the four fiscal quarter period ending December 31, 2002
over $100,000,000 up to $120,000,000 and 100% of the excess (up to $15,000,000)
of Consolidated EBITDA for the four fiscal quarter period ending December 31,
2002 over $120,000,000.  In calculating
Capital Expenditures for any period set forth above, (i) there should be
deducted from Capital Expenditures for such period the amount of any reimbursement
due the Borrower or any of its Subsidiaries, but not paid during such period,
from lessors under leases, which amount, had it been paid during such period,
would have reduced the amount of Capital Expenditures for such period, (ii)
there shall be added to Capital Expenditures for such period the amount of any
reimbursement paid to the Borrower or any of its Subsidiaries during such
period from lessors under leases to the extent such reimbursement had been
deducted from Capital Expenditures for a prior period pursuant to clause (i) above,
and (iii) there shall be excluded from Capital Expenditures the cost of the
Borrowers purchase of platinum in connection with the Chase Platinum
Substitute Note.  8.15.Asbestos Costs  Permit
all costs (including, without limitation, payments, settlements, judgments, the
Appeal Security Drawn Amount and legal costs) of the Borrower and its
Subsidiaries in connection with asbestos claims to exceed $2,000,000 per fiscal
quarter (for any four fiscal quarter period, the Annual Asbestos Basket),
provided that the Appeal Security Drawn Amount may exceed $2,000,000 per fiscal
quarter but shall not exceed $8,000,000 for any four fiscal quarter period and
shall be deemed usage of the Annual Asbestos Basket.  8.16.Tax Sharing Payments.  Permit
any payments made by the Borrower or any of its Subsidiaries under the Tax
Sharing Agreement (a) to be on terms other than the terms contained in the Tax
Sharing Agreement, and (b) to exceed (i) for the period from the Closing Date
through the last day of the fiscal year ending on or about December 31, 2000,
$0, (ii) for the fiscal year ending on or about December 31, 2001, $0, and
(iii) for the fiscal year ending on or about December 31, 2002 and for each
fiscal year thereafter, $5,000,000 for such fiscal year if Consolidated EBITDA
for the  75 
   immediately
preceding fiscal year is between $100,000,000 and $120,000,000 and $10,000,000
for such fiscal year if Consolidated EBITDA for the immediately preceding
fiscal year is greater than $120,000,000.  9.DEFAULT  9.1.Events of Default  The
following shall each constitute an Event of Default hereunder:  (a)The failure of the Borrower to make
any payment of principal on any Note, or any reimbursement payment hereunder or
under any Reimbursement Agreement, when due and payable; or  (b)The failure of the Borrower to make
any payment of interest, Fees, expenses or other amounts payable under any Loan
Document or otherwise to the Administrative Agent with respect to the loan facilities
established hereunder within three Business Days of the date when due and
payable; or  (c)The failure of the Borrower to
observe or perform any covenant or agreement contained in Sections 2.8, 7.3,
7.10, 7.11, 7.14 or Section 8; or  (d)The failure of any Credit Party to
observe or perform any other term, covenant, or agreement contained in any Loan
Document and such failure shall have continued unremedied for a period of 30
days after a Responsible Officer of such Credit Party shall have obtained knowledge
thereof; or  (e)Any representation or warranty made
by any Credit Party (or by an officer thereof on its behalf) in any Loan
Document or in any certificate, report, opinion (other than an opinion of
counsel) or other document delivered or to be delivered pursuant thereto, shall
prove to have been incorrect or misleading (whether because of misstatement or
omission) in any material respect when made; or  (f)(i) Liabilities and/or other
obligations of the Borrower (other than its obligations hereunder) or any of
its Subsidiaries, whether as principal, guarantor, surety or other obligor, for
the payment of any Indebtedness or operating leases (Debt Obligations)
in an aggregate amount in excess of $5,000,000 (A) shall become or shall be
declared to be due and payable prior to the expressed maturity thereof, or (B)
shall not be paid when due or within any grace period for the payment thereof,
or (ii) as a consequence of the occurrence or continuation of any event or
condition, the Borrower or any of its Subsidiaries has become obligated to
purchase or repay any Debt Obligations in an aggregate amount in excess of
$5,000,000 for the Borrower and its Subsidiaries before the regularly scheduled
maturity date thereof, or (iii) any holder or holders (or any trustee or agent
on its or their behalf) of any Debt Obligations in an aggregate amount in
excess of $5,000,000 for the Borrower and its Subsidiaries shall have the  76 
   right to
declare such liabilities or obligations due and payable prior to the expressed
maturity thereof; or  (g)The Borrower or any of its
Subsidiaries shall (i) suspend or discontinue its business (except as permitted
pursuant to Section 7.3), (ii) make an assignment for the benefit of creditors,
(iii) generally not be paying its debts as such debts become due, (iv) admit in
writing its inability to pay its debts as they become due, (v) file a voluntary
petition in bankruptcy, (vi) become insolvent (however such insolvency shall be
evidenced), (vii) file any petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment of debt, liquidation or
dissolution or similar relief under any present or future statute, law or
regulation of any jurisdiction, (viii) petition or apply to any tribunal for
any receiver, custodian or any trustee for any substantial part of its
Property, (ix) be the subject of any such proceeding filed against it which
remains undismissed for a period of 60 days, (x) file any answer admitting or
not contesting the material allegations of any such petition filed against it
or any order, judgment or decree approving such petition in any such
proceeding, (xi) seek, approve, consent to, or acquiesce in any such
proceeding, or in the appointment of any trustee, receiver, sequestrator,
custodian, liquidator, or fiscal agent for it, or any substantial part of its
Property, or an order is entered appointing any such trustee, receiver,
custodian, liquidator or fiscal agent and such order remains in effect for 60
days, or (xii) take any formal action for the purpose of effecting any of the
foregoing or looking to the liquidation or dissolution (except as permitted
pursuant to Section 7.3) of the Borrower or such Subsidiary; or  (h)An order for relief is entered under
the bankruptcy or insolvency laws of any jurisdiction or any other decree or
order is entered by a court having jurisdiction (i) adjudging the Borrower or
any of its Subsidiaries bankrupt or insolvent, (ii) approving as properly filed
a petition seeking reorganization, liquidation, arrangement, adjustment or
composition of or in respect of the Borrower or any of its Subsidiaries under
the bankruptcy or insolvency laws of any jurisdiction, (iii) appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Borrower or any of its Subsidiaries, or of any
substantial part of the Property of any thereof, or (iv) ordering the winding
up or liquidation of the affairs of the Borrower or any of its Subsidiaries,
and any such decree or order continues unstayed and in effect for a period of
60 days; or  (i)Judgments or decrees against the
Borrower or any of its Subsidiaries aggregating in excess of $5,000,000 for the
Borrower and its Subsidiaries shall remain unpaid, unstayed on appeal,
undischarged, unbonded or undismissed for a period of 30 days; or  (j)Any Loan Document shall cease, for
any reason, to be in full force and effect, or any Credit Party shall so assert
in writing or shall disavow any of its obligations under any Loan Document; or  (k)The occurrence of a Change of
Control; or  77 
   (l)any Lien purported to be created
under any Security Document shall cease to be, or shall be asserted by any
Credit Party not to be, a valid and perfected Lien on any Collateral, with the
priority required by the applicable Security Document, except (i) as a result
of the sale or other disposition of the applicable Collateral in a transaction
permitted under the Loan Documents or (ii) as a result of the Collateral
Agents failure to maintain possession of any stock certificates, promissory
notes or other instruments delivered to it under any Security Document or any
foreclosure, distraint, sale or similar proceedings have been commenced with
respect to any Collateral; or  (m)(i) any Termination Event shall
occur; (ii) any Accumulated Funding Deficiency, whether waived, shall exist
with respect to any Pension Plan; (iii) any Person shall engage in any
Prohibited Transaction involving any Employee Benefit Plan; (iv) the Borrower,
any of its Subsidiaries or any ERISA Affiliate shall fail to pay when due an
amount which is payable by it to the PBGC or to a Pension Plan under Title IV
of ERISA; (v) the imposition of any tax under Section 4980B(a) of the Code;
(vi) the assessment of a civil penalty with respect to any Employee Benefit
Plan under Section 502(c) of ERISA; or (vii) any other event or condition shall
occur or exist with respect to an Employee Benefit Plan which, in the case of
clauses (i) through (vii), individually or in the aggregate, would be
reasonably likely to constitute a Material Adverse Effect; or  (n)the declaration or payment of any
Restricted Payment described in clauses (i) and (ii) of the definition of
Restricted Payment by, or loan to any shareholder of, G-I Holdings Inc., other
than pursuant to a court order expressly permitting such declaration or
payment.  9.2.Contract Remedies  (a)Upon the occurrence of an Event of
Default or at any time thereafter during the continuance thereof, (i) if it is
an Event of Default specified in Sections 9.1(g) or 9.1(h), all Revolving
Credit A and B Commitments, the Swing Line A and B Commitments and the Letter
of Credit A and B Commitments shall immediately and automatically terminate and
the Loans, all accrued and unpaid interest thereon, any Reimbursement
Obligations owing or contingently owing in respect of all outstanding Letters
of Credit and all other amounts owing under the Loan Documents shall immediately
become due and payable, and the Borrower shall forthwith deposit an amount
equal to the Letter of Credit A and B Exposure of all Lenders in a cash
collateral account with and under the exclusive dominion and control of the
Collateral Agent, and (ii) if it is any other Event of Default, upon the
direction of the Required A or BLenders the Administrative Agent shall (A)
by notice to the Borrower, declare all Revolving Credit A or B (as applicable)
Commitments, the Swing Line A or B (as applicable) Commitment, and the Letter
of Credit A or B (as applicable) Commitment to be terminated forthwith,
whereupon such Revolving Credit A or B (as applicable) Commitments, such Swing
Line A or B (as applicable) Commitment and such Letter of Credit A or B (as
applicable) Commitment shall immediately terminate, and/or (B) by notice to the
Borrower, declare the Revolving Credit A or B (as applicable) Loans and the
Swing Line A or B (as applicable) Loans, all accrued and unpaid interest
thereon, any Reimbursement Obligations owing or contingently owing in respect
of all  78 
   outstanding
Letters of Credit issued under the Letter of Credit A or B (as applicable)
Commitment and all other amounts owing under the Loan Documents to the
Administrative Agent, the Swing Line Lender in respect of the Swing Line A or B
(as applicable) Commitment or the Swing Line A or B (as applicable) Loans, each
Issuing Bank in respect of the Letter of Credit A or B (as applicable)
Commitment or the Letters of Credit issued thereunder, and the A or B (as
applicable) Lenders in respect of the Revolving Credit A or B (as applicable)
Commitments or the Revolving Credit A or B (as applicable) Loans to be due and
payable forthwith, whereupon the same shall immediately become due and payable,
and the Borrower shall forthwith deposit an amount equal to the Letter of
Credit A or B (as applicable) Exposure of all A or B (as applicable) Lenders in
a cash collateral account with and under the exclusive dominion and control of
theCollateral
Agent.  Except as otherwise provided in
this Section, presentment, demand, protest and all other notices of any kind
are hereby expressly waived.  The
Borrower hereby further expressly waives and covenants not to assert any appraisement,
valuation, stay, extension, redemption or similar laws, now or at any time
hereafter in force which might delay, prevent or otherwise impede the
performance or enforcement of any Loan Document.  (b)In the event that the Revolving
Credit A or B (as applicable) Commitments of all the A or B (as applicable)
Lenders, the Swing Line A or B (as applicable) Commitment of the Swing Line
Lender and the Letter of Credit A or B (as applicable) Commitment shall have
been terminated or the Revolving Credit A or B (as applicable) Loans and the
Swing Line A or B (as applicable) Loans, all accrued and unpaid interest
thereon, any Reimbursement Obligations owing or contingently owing in respect
of all outstanding Letters of Credit issued under the Letter of Credit A or B
(as applicable) Commitment and all other amounts owing under the Loan Documents
to the Administrative Agent, the Swing Line Lender in respect of the Swing Line
A or B (as applicable) Commitment or the Swing Line A or B (as applicable)
Loans, each Issuing Bank in respect of the Letter of Credit A or B (as
applicable) Commitment or the Letters of Credit issued thereunder, and the A or
B (as applicable) Lenders in respect of the Revolving Credit A or B (as
applicable) Commitments or the Revolving Credit A or B (as applicable) Loans
shall have been declared due and payable pursuant to the provisions of this
Section, any funds received by the Administrative Agent, the Swing Line Lender,
the Issuing Banks and the Revolving Credit A or B (as applicable) Lenders from
or on behalf of the Borrower in respect of or on account of the foregoing
shall, subject to the Collateral Agent Agreement, be remitted to and applied by
the Administrative Agent in the following manner and order: (i) first, to the
payment of interest on, and then the principal portion of, any Revolving Credit
A or B (as applicable) Loans which the Administrative Agent may have advanced
on behalf of any A or B (as applicable) Lender for which the Administrative
Agent has not then been reimbursed, (ii) second, to reimburse the
Administrative Agent, the Swing Line Lender in respect of the Swing Line A or B
(as applicable) Loans, the Issuing Banks in respect of the Letters of Credit
issued under the Letter of Credit A or B (as applicable) Commitment and the A
or B (as applicable) Lenders for any expenses due from the Borrower pursuant to
the provisions of Section 11.5 and the Reimbursement Agreements, (iii) third,
to the payment of the Reimbursement Obligations in respect of the Letters of
Credit issued under the Letter of Credit A or B (as applicable) Commitment and
the outstanding principal amount of the Swing Line A or B  79 
   (as
applicable) Loans (together with all interest thereon), (iv) fourth, to the
payment of the Fees owing to the Administrative Agent, the Swing Line Lender in
respect of the Swing Line A or B (as applicable) Commitment or the Swing Line A
or B (as applicable) Loans, each Issuing Bank in respect of the Letter of
Credit A or B (as applicable) Commitment or the Letters of Credit issued
thereunder, and the A or B (as applicable) Lenders in respect of the Revolving
Credit A or B (as applicable) Commitments or the Revolving Credit A or B (as
applicable) Loans, (v) fifth, to the payment of any other fees, expenses or
amounts (other than the principal of and interest on the Revolving Credit A or
B (as applicable) Loans and the Swing Line A or B (as applicable) Loans)
payable by the Borrower under the Loan Documents to the Administrative Agent,
the Issuing Banks in respect of the Letter of Credit A or B (as applicable)
Commitment or the Letters of Credit issued thereunder, the Swing Line Lender in
respect of the Swing Line A or B (as applicable) Commitment or the Swing Line A
or B (as applicable ) Loans or any of the A or B (as applicable) Lenders, (vi)
sixth, to the payment, pro rata according to the Outstanding Percentage of each
A or B (as applicable) Lender, of interest due on the Revolving Credit A or B
(as applicable) Loans, (vii) seventh, to the payment, pro rata according to the
Outstanding Percentage of each A or B (as applicable) Lender, of principal on
the Revolving Credit A or B (as applicable) Loans, and (viii) eighth, any
remaining funds shall be paid to whomsoever shall be entitled thereto or as a
court of competent jurisdiction shall direct.  10.THE ADMINISTRATIVE AGENT  10.1.Appointment  Each
Issuing Bank and each Lender hereby irrevocably designates and appoints BNY as
the Administrative Agent of such Issuing Bank and such Lender under the Loan
Documents and each Issuing Bank and each Lender hereby irrevocably authorizes
the Administrative Agent to take such action on its behalf under the provisions
of the Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of the Loan
Documents, together with such other powers as are reasonably incidental
thereto.  The duties of the
Administrative Agent shall be mechanical and administrative in nature, and, notwithstanding
any provision to the contrary elsewhere in any Loan Document, the
Administrative Agent shall not have any duties or responsibilities other than
those expressly set forth therein, or any fiduciary relationship with, or
fiduciary duty to, any Issuing Bank or any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into the Loan Documents or otherwise exist against the Administrative Agent.  10.2.Delegation of Duties  The
Administrative Agent may execute any of its duties under the Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to rely upon, and
shall be fully protected in, and shall not be under any liability for, relying
upon, the advice of counsel concerning all matters pertaining to such duties.  80 
   10.3.Exculpatory Provisions  Neither
the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
the Loan Documents (except the Administrative Agent for its own gross
negligence or willful misconduct), or (ii) responsible in any manner to any
Issuing Bank or any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or any other Credit Party or
any officer thereof contained in the Loan Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, the Loan Documents or
for the value, validity, effectiveness, genuineness, perfection, enforceability
or sufficiency of any of the Loan Documents or for any failure of the Borrower
or any other Credit Party or any other Person to perform its obligations
thereunder.  The Administrative Agent
shall not be under any obligation to any Issuing Bank or any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, the Loan Documents, or to inspect the Property,
books or records of the Borrower or any other Credit Party.  Each Issuing Bank and the Lenders acknowledge
that the Administrative Agent shall not be under any duty to take any
discretionary action permitted under the Loan Documents unless the
Administrative Agent shall be instructed in writing to do so by such Issuing
Bank and Required Lenders and such instructions shall be binding on such
Issuing Bank and all Lenders and all holders of the Notes; provided, however,
that the Administrative Agent shall not be required to take any action which
exposes the Administrative Agent to personal liability or is contrary to law or
any provision of the Loan Documents. 
The Administrative Agent shall not be under any liability or
responsibility whatsoever, as Administrative Agent, to the Borrower or any
other Credit Party or any other Person as a consequence of any failure or delay
in performance, or any breach, by any Issuing Bank or any Lender of any of its
obligations under any of the Loan Documents.  10.4.Reliance by Administrative Agent  The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
opinion, letter, cablegram, telegram, facsimile, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by a proper Person or Persons
and upon advice and statements of legal counsel (including counsel to the
Borrower or any other Credit Party), independent accountants and other experts
selected by the Administrative Agent. 
The Administrative Agent may treat each Issuing Bank or each Lender, as
the case may be, or the Person designated in the last notice filed with it
under this Section, as the holder of all of the interests of such Issuing Bank
or such Lender, as the case may be, in its Loans, Notes, Letters of Credit and
Reimbursement Obligations, as applicable, until written notice of transfer,
signed by such Issuing Bank or such Lender (or the Person designated in the
last notice filed with the Administrative Agent) and by the Person designated
in such written notice of transfer, in form and substance satisfactory to the
Administrative Agent, shall have been filed with the Administrative Agent.  The Administrative Agent shall not be under
any  81 
   duty to
examine or pass upon the validity, effectiveness, enforceability or genuineness
of the Loan Documents or any instrument, document or communication furnished
pursuant thereto or in connection therewith, and the Administrative Agent shall
be entitled to assume that the same are valid, effective and genuine, have been
signed or sent by the proper parties and are what they purport to be.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under the Loan Documents
unless it shall first receive such advice or concurrence of the Required A
Lenders, the Required B Lenders or the Required Lenders, as applicable, as it
deems appropriate.  The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under the Loan Documents in accordance with a request or direction of
the Required A Lenders, the Required B Lenders or the Required Lenders, as
applicable, and such request or direction and any action taken or failure to
act pursuant thereto shall be binding upon the Issuing Banks, all the A or B
(as applicable) Lenders and all future holders of the Revolving Credit A or B
(as applicable) Notes, the Swing Line A or B (as applicable) Note and the
Reimbursement Obligations in respect of the Letters of Credit issued under the
Letter of Credit A or B (as applicable) Commitment.  10.5.Notice of Default  The
Administrative Agent shall be deemed not to have knowledge or notice of the
occurrence of any Default unless the Administrative Agent has received written
notice thereof from an Issuing Bank, a Lender, or the Borrower.  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall promptly give notice
thereof to the Issuing Banks, the Lenders and the Borrower.  10.6.Non-Reliance on Administrative
Agent and Other Lenders  Each
Issuing Bank and each Lender expressly acknowledges that neither the
Administrative Agent nor any of its respective officers, directors, employees,
agents, attorneys-in-fact or affiliates has made any representations or
warranties to it and that no act by the Administrative Agent hereinafter,
including any review of the affairs of the Borrower or any other Credit Party,
shall be deemed to constitute any representation or warranty by the Administrative
Agent to any Lender.  Each Issuing Bank
and each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent, any Issuing
Bank or any Lender, and based on such documents and information as it has
deemed appropriate made its own evaluation of and investigation into the
business, operations, Property, financial and other condition and
creditworthiness of the Borrower or any other Credit Party and the value and
Lien status of any collateral security and made its own decision to enter into
this Agreement.  Each Issuing Bank and
each Lender also represents that it will, independently and without reliance
upon the Administrative Agent, any Issuing Bank or any Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, evaluations and decisions in taking
or not taking action under any Loan Document, and to make such investigation as
it deems necessary to inform itself as to the business, operations, Property,
financial and other condition and creditworthiness of the Borrower or any other
Credit Party and the value and Lien status of any collateral security.  Except for notices, reports and other
documents expressly required to be furnished to the Issuing  82 
   Banks
and/or the Lenders by the Administrative Agent hereunder, the Administrative
Agent shall not have any duty or responsibility to provide any Issuing Bank or
any Lender with any credit or other information concerning the business,
operations, Property, financial and other condition or creditworthiness of the
Borrower or any other Credit Party which at any time may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.  10.7.Indemnification  Each
Lender agrees to indemnify and hold harmless the Administrative Agent in its
capacity as such (to the extent not promptly reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), pro rata according
to its Credit Exposure (or at any time when the Aggregate Credit Exposure is
zero, according to its Aggregate Commitment Percentage), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever
including, without limitation, any amounts paid to the Lenders (through the
Administrative Agent) by the Borrower pursuant to the terms of the Loan
Documents, that are subsequently rescinded or avoided, or must otherwise be
restored or returned which may at any time (including, without limitation, at
any time following the payment of the Loans, the Notes and the Reimbursement
Obligations) be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of the Loan Documents or any other
documents contemplated by or referred to therein or the transactions
contemplated thereby or any action taken or omitted to be taken by the
Administrative Agent under or in connection with any of the foregoing;
provided, however, that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent resulting
solely from the finally adjudicated gross negligence or willful misconduct of
the Administrative Agent.  Without
limitation of the foregoing, each Lender agrees to reimburse the Administrative
Agent promptly upon demand for its pro rata share of any costs and expenses
(including, without limitation, reasonable fees and expenses of counsel)
payable by the Borrower under Section 11.5, to the extent that the Administrative
Agent has not been paid such fees or has not been reimbursed for such costs and
expenses by the Borrower.  The failure
of any Lender to reimburse the Administrative Agent promptly upon demand for
its pro rata share of any amount required to be paid by the Lenders to the
Administrative Agent as provided in this Section shall not relieve any other
Lender of its obligation hereunder to reimburse the Administrative Agent for
its pro rata share of such amount, but no Lender shall be responsible for the
failure of other Lender to reimburse the Administrative Agent for such other
Lenders pro rata share of such amount. 
The agreements in this Section shall survive the termination of the
Revolving Credit A and B Commitments of all of the Lenders, the Swing Line A and
B Commitments of the Swing Line Lender, the Letter of Credit A and B
Commitments, and the payment of all amounts payable under the Loan Documents.  10.8.Administrative Agent in Its
Individual Capacity  BNY and
its affiliates may make secured or unsecured loans to, accept deposits from,
issue letters of credit for the account of, act as trustee under indentures of,
and generally  83 
   engage
in any kind of business with, the Borrower or any other Credit Party as though
BNY were not Administrative Agent hereunder and BNY Capital Markets did not
arrange the transactions contemplated hereby. 
With respect to any Revolving Credit Commitment or any Swing Line
Commitment made or renewed by BNY and the Notes issued to, and the
Reimbursement Obligations owing to, BNY, BNY shall have the same rights and
powers under the Loan Documents as any Lender and may exercise the same as
though it were not the Administrative Agent, and the terms Lender and
Lenders shall in each case include BNY.  10.9.Successor Administrative Agent  If at
any time the Administrative Agent deems it advisable, in its sole discretion,
it may submit to each Issuing Bank and each of the Lenders a written notice of
its resignation as Administrative Agent under the Loan Documents, such
resignation to be effective upon the earlier of (i) the written acceptance of
the duties of the Administrative Agent under the Loan Documents by a successor
Administrative Agent and (ii) on the 30th day after the date of such
notice.  Upon any such resignation, the
Required Lenders shall have the right to appoint from among the Lenders a
successor Administrative Agent.  If no
successor Administrative Agent shall have been so appointed by the Required
Lenders and accepted such appointment in writing within 30 days after the
retiring Administrative Agents giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Issuing Banks and the
Lenders, appoint a successor Administrative Agent, which successor
Administrative Agent shall be a commercial bank organized under the laws of the
United States or any State thereof and having a combined capital, surplus, and
undivided profits of at least $100,000,000. 
Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring
Administrative Agents rights, powers, privileges and duties as Administrative
Agent under the Loan Documents shall be terminated.  The Borrower, the other Credit Parties, the Issuing Banks and the
Lenders shall execute such documents as shall be necessary to effect such
appointment.  After any retiring
Administrative Agents resignation as Administrative Agent, the provisions of
the Loan Documents shall inure to its benefit as to any actions taken or
omitted to be taken by it, and any amounts owing to it, while it was
Administrative Agent under the Loan Documents. 
If at any time there shall not be a duly appointed and acting
Administrative Agent, the Borrower agrees to make each payment due under the
Loan Documents directly to the Issuing Banks and the Lenders entitled thereto
during such time.  10.10.Documentation Agent, Syndication
Agent and Lead Arranger  The Documentation Agent, the Syndication Agent and the Lead Arranger
shall have no duties or obligations under the Loan Documents in their respective
capacities as Documentation Agent, Syndication Agent and Lead Arranger.  The Documentation Agent, the Syndication
Agent and the Lead Arranger shall be entitled to the same protections,
indemnities and rights as the Administrative Agent.  84 
   10.11.Appointment of Collateral Agent  Each Lender and each Issuing Bank hereby authorizes the Administrative
Agent to enter into the Collateral Agent Agreement on behalf of and for the
benefit of such Lender or such Issuing Bank and agrees to be bound by the terms
of the Collateral Agent Agreement.  Each
Lender and each Issuing Bank hereby authorizes the Collateral Agent to enter
into the Security Documents and to take all action contemplated by the Security
Documents.  Each Lender and each Issuing
Bank agrees that it shall have no right individually to seek or to enforce or
to realize upon the security granted by any Security Document, it being
understood and agreed that such rights and remedies may be exercised by the
Collateral Agent for the benefit of the Secured Parties upon the terms of the
Security Documents.  11.OTHER PROVISIONS  11.1.Amendments and Waivers  Notwithstanding
anything to the contrary contained in any Loan Document, with the written
consent of the Required Lenders the Administrative Agent and the appropriate
Credit Parties may, from time to time, enter into written amendments,
supplements or modifications thereof and, with the consent of the Required
Lenders, the Administrative Agent on behalf of the Swing Line Lender, the
Issuing Banks and the Lenders, may execute and deliver to any such Credit
Parties a written instrument waiving or consenting to the departure from, on
such terms and conditions as the Administrative Agent may specify in such instrument,
any of the requirements of the Loan Documents or any Default or Event of
Default and its consequences; provided that: (A) solely with the consent
of the Required A or B (as applicable) Lenders (i) the Revolving Credit A or B
(as applicable) Commitment Amount of any A or B (as applicable) Lender or the
Aggregate Revolving Credit A or B (as applicable) Commitment Amount may be
decreased, (ii) the Revolving Credit Commitment Period applicable to the
Revolving Credit A or B (as applicable) Commitments may be shortened, (iii) the
amount of the Commitment Fee in respect of the Revolving Credit A or B (as
applicable) Commitments or the Letter of Credit Commissions in respect of the
Letter of Credit A or B (as applicable) Commitment may be increased, or the
time of payment thereof may be shortened, (iv) the rate of interest on any
Revolving Credit or Swing Line A or B (as applicable) Loan or Note may be
increased, or the time of payment thereof may be shortened, (v) the amount of
any installment or other payment of principal on any Revolving Credit or Swing
Line A or B (as applicable) Loan or Note may be increased, or the time of
payment thereof may be shortened, or (vi) subject to (B) immediately below,
change any other provision contained in Sections 2 or 3 (or any related
definition contained in Section 1.1) of this Agreement relating solely to the
Revolving Credit A or B (as applicable) Commitments or Loans, the Swing Line A
or B (as applicable) Commitment or Loans, the Letter of Credit A or B (as applicable)
Commitment or the Letters of Credit issued thereunder, or the Commitment Fee in
respect of the Revolving Credit A or B (as applicable) Commitment or the Letter
of Credit Commissions in respect of the Letter of Credit A or B (as applicable)
Commitment; and (B) no such amendment, supplement, modification, waiver or
consent, however, shall:  85 
   (a)without the consent of all of the A
or B (as applicable) Lenders (i) increase the Revolving Credit A or B (as
applicable) Commitment Amount of any A or B (as applicable) Lender or the
Aggregate Revolving Credit A or B (as applicable) Commitment Amount, (ii)
extend the Revolving Credit Commitment Period applicable to the Revolving
Credit A or B (as applicable) Commitments, (iii) reduce the amount, or extend
the time of payment, of the Commitment Fee in respect of the Revolving Credit A
or B (as applicable) Commitments or the Letter of Credit Commissions in respect
of the Letter of Credit A or B (as applicable) Commitment, (iv) reduce the
rate, or extend the time of payment of, interest on any Revolving Credit or
Swing Line A or B (as applicable) Loan or Note, (v) reduce the amount, or
extend the time of payment of any installment or other payment of principal on
any Revolving Credit or Swing Line A or B (as applicable) Loan or Note, (vi)
decrease or forgive the principal amount of any Revolving Credit or Swing Line
A or B (as applicable) Loan or Note, (vii) change the definition of Required A
Lenders or Required B Lenders, (viii) change the
several nature of the A or B (as applicable) Lenders obligations, or (ix)
change any provision governing the sharing of payments and liabilities among
the A or B (as applicable) Lenders; and without the consent of all A and B Lenders,
(i) consent to any assignment or delegation by the Borrower of any of its
rights or obligations under any Loan Document, (ii) except as provided in
Section 11.1(e), release all or any part of the Collateral or the obligations
of any Guarantor under the Subsidiary Guaranty, (iii) change the provisions of
Section 3.5, 3.6, 3.7, 3.9, 3.10, 9.1(a), this Section 11.1 or Section 11.7(a),
(iv) change the definition of Required Lenders, (v) change the several
nature of the Lenders obligations, or (vi) change any provision governing the
sharing of payments and liabilities among all of the A and B Lenders;  (b)without the written consent of the
applicable Issuing Banks, change the Letter of Credit A or B (as applicable)
Commitment, change the amount or the time of payment of the Letter of Credit
Commissions or the Fronting Fees or change any other term or provision of this
Agreement which relates to the Letter of Credit A or B (as applicable)
Commitment or the Letters of Credit issued thereunder or any other rights or
obligations of the applicable Issuing Banks under any Loan Document;  (c)without the written consent of the
Administrative Agent, amend, modify or waive any provision of Section 10 or
otherwise change any of the rights or obligations of the Administrative Agent
hereunder or under the Loan Documents;  (d)without the written consent of the
Swing Line Lender, change the Swing Line A or B (as applicable) Commitment or
change any other term or provision that relates to the Swing Line A or B (as applicable)
Commitment or the Swing Line A or B (as applicable) Loans or any other rights
or obligations of the Swing Line Lender under any Loan Document; and  (e)notwithstanding anything to the
contrary contained in this Section 11.1, each of the Lenders (i) hereby
authorizes the Administrative Agent, to the extent that the Administrative
Agent is acting as the Required Lender Representative under and as such term is
defined in the Security Agreement, to instruct the Collateral Agent pursuant to
Section 7.1(b) of the Collateral Agent Agreement to release any Collateral (but
not the proceeds thereof) in connection with a disposition of such Collateral
as permitted by Section 8.4 and (ii) hereby  86 
   authorizes
the Administrative Agent to release all or any of the obligations of any
Guarantor under the Subsidiary Guaranty in connection with a Disposition of
such Guarantor as permitted by Section 8.4 or a dissolution of such Guarantor
as permitted by Section 7.3.  Any such
amendment, supplement, modification, waiver or consent shall apply equally to
the Administrative Agent, the Swing Line Lender, the Issuing Banks and each of
the Lenders and shall be binding upon the parties to the applicable Loan
Document, the Lenders, the Issuing Banks, the Administrative Agent, the Swing
Line Lender and all future holders of the Notes and the Reimbursement
Obligations.  In the case of any waiver,
the parties to the applicable Loan Document, the Issuing Banks, the Lenders,
the Swing Line Lender and the Administrative Agent shall be restored to their
former position and rights hereunder and under the outstanding Notes and other
Loan Documents to the extent provided for in such waiver, and any Default or
Event of Default waived shall not extend to any subsequent or other Default or
Event of Default, or impair any right consequent thereon.  11.2.Notices  All
notices, requests and demands to or upon the respective parties to the Loan
Documents to be effective shall be in writing and, unless otherwise expressly
provided therein, shall be deemed to have been duly given or made when
delivered by hand, one Business Day after having been sent by overnight courier
service, three Business Days after having been deposited in the mail, first-class
postage prepaid, or, in the case of notice by facsimile, when sent, addressed
as follows in the case of the Borrower, the Administrative Agent or the Swing
Line Lender, and as set forth in Schedule 11.2 in the case of each Lender and
each Issuing Bank, or addressed to such other addresses as to which the
Administrative Agent may be hereafter notified by the respective parties
thereto or any future holders of the Notes:  The Borrower:
Building Materials Corporation of America
1361 Alps Road
Wayne, New Jersey 07470
Attention: Treasurer
Telephone: (973) 628-3000
Facsimile:  (973) 628-3326  The Administrative Agent or the Swing Line Lender:
The Bank of New York
One Wall Street
Agency Function Administration
18th Floor
New York, New York 10286 
Attention: Sandra Morgan 87 
   Telephone: (212) 635-4692
Facsimile:  (212) 635-6365  with a copy to:  The Bank of New York
One Wall Street
New York, New York 10286
Attention: David Judge, Senior Vice President Telephone: (212) 635-6861 Facsimile: 
(212) 635-7498,  except
that any notice, request or demand by the Borrower to or upon the
Administrative Agent, the Swing Line Lender, the Issuing Banks or the Lenders
pursuant to Sections 2.5, 2.9 or 3.3 shall not be effective until
received.  Any party to a Loan Document
may rely on signatures of the parties thereto which are transmitted by
facsimile or other electronic means as fully as if originally signed.  11.3.No Waiver; Cumulative Remedies  No
failure to exercise and no delay in exercising, on the part of the
Administrative Agent, any Issuing Bank, the Swing Line Lender or any Lender,
any right, remedy, power or privilege under any Loan Document shall operate as
a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege under any Loan Document preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers
and privileges under the Loan Documents are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.  11.4.Survival of Representations and
Warranties and Certain Obligations  (a)All representations and warranties
made under the Loan Documents and in any document, certificate or statement
delivered pursuant thereto or in connection therewith shall survive the
execution and delivery of the Loan Documents.  (b)The obligations of the Borrower
under Sections 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 11.5 and 11.8 shall survive
the termination of the Revolving Credit Commitments of all of the Lenders, the
Swing Line Commitments, the Letter of Credit Commitments and the payment of the
Loans, the Reimbursement Obligations and all other amounts payable under the
Loan Documents.  11.5.Expenses  The
Borrower agrees, promptly upon presentation of a statement or invoice therefor,
and whether any Loan is made or any Letter of Credit is issued (i) to pay or
reimburse the Administrative Agent and BNY Capital Markets for all their
respective out-of-pocket costs  88 
   and
expenses reasonably incurred in connection with the development, preparation,
execution and syndication of, the Loan Documents and any amendment, supplement
or modification thereto (whether or not executed or effective), any documents
prepared in connection therewith and the consummation of the transactions
contemplated thereby, including the fees and disbursements of Special Counsel,
Wachtell, Lipton, Rosen & Katz and Policano & Manzo, (ii) to pay or
reimburse the Issuing Banks, the Administrative Agent, the Swing Line Lender
and the Lenders for all of its costs and expenses, including reasonable fees
and disbursements of counsel, incurred in connection with (A) any Default or Event
of Default and any enforcement or collection proceedings resulting therefrom or
in connection with the negotiation of any restructuring or work-out (whether
consummated or not) of the obligations of any Credit Party under any of the
Loan Documents and (B) the enforcement of this Section and (iii) to pay,
indemnify, and hold the Issuing Banks, the Lenders, the Swing Line Lender and
the Administrative Agent harmless from and against, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other similar taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, the Loan Documents and any such other documents, and (iv) to pay,
indemnify and hold the Issuing Banks, the Lenders, the Swing Line Lender and
the Administrative Agent and each of its officers, directors and employees
harmless from and against any and all other liabilities, obligations, claims,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (including reasonable counsel
fees and disbursements) with respect to the enforcement and performance of the
Loan Documents, the use of the proceeds of the Loans and the Letters of Credit
and the enforcement and performance of the provisions of any subordination
agreement involving the Administrative Agent and the Lenders (all the
foregoing, collectively, the Indemnified Liabilities) and, if and to
the extent that the foregoing indemnity may be unenforceable for any reason,
the Borrower agrees to make the maximum payment not prohibited under applicable
law; provided, however, that the Borrower shall have no
obligation to pay Indemnified Liabilities to the Administrative Agent, the
Swing Line Lender, any Issuing Bank or any Lender arising from the finally
adjudicated gross negligence or willful misconduct of the Administrative Agent,
the Swing Line Lender, such Issuing Bank or such Lender.  The agreements in this Section shall survive
the termination of the Commitments and the payment of all amounts payable under
the Loan Documents.  The
Borrower agrees to pay on the date of this Agreement all fees for which
invoices have been received of Bryan Cave LLP, Wachtell, Lipton, Rosen &
Katz and Policano & Manzo in connection with the development, preparation,
negotiation and execution of the Loan Documents and the transactions
contemplated thereby.  89 
   11.6.Lending Offices  Each
Lender agrees that, upon the occurrence of any event giving rise to any
increased cost or indemnity under Sections 3.6, 3.7 and 3.10 with respect to
such Lender, it will, if requested by the Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another
lending office for any Loans and Reimbursement Obligations affected by such
event, provided that such designation is made on such terms that such Lender
and its lending office suffer no economic, legal or regulatory disadvantage,
with the object of avoiding the consequence of the event giving rise to the
operation of any such Section.  Nothing
in this Section shall affect or postpone any of the obligations of the Borrower
or the right of any Lender provided in Sections 3.5, 3.6, 3.7 and 3.10.  11.7.Successors and Assigns  (a)This Agreement, the Notes and the
other Loan Documents to which the Borrower is a party shall be binding upon and
inure to the benefit of the Borrower, the Issuing Banks, the Swing Line Lender,
the Administrative Agent, the Lenders, all future holders of the Notes and Reimbursement
Obligations and their respective successors and assigns.  Neither the Borrower nor any other Credit
Party shall delegate any obligation or duty under any Loan Document without the
prior written consent of each Issuing Bank, the Swing Line Lender, the
Administrative Agent and each Lender.  (b)Subject to Section 11.7(e), each
Lender, the Swing Line Lender and each Issuing Bank may at any time assign all
or any portion of its rights under any Loan Document to any Federal Reserve
Bank.  (c)In addition to its rights under
Section 11.7(b), each Lender shall have the right to sell, assign, transfer or
negotiate (each an Assignment) all or any portion of all of its Loans,
its Commitments and its Notes and its interest in the Loan Documents to any
subsidiary or Affiliate of such Lender, to any other Lender or, with the prior
written consent of each Issuing Bank that has a Letter of Credit outstanding,
the Administrative Agent and the Swing Line Lender (which consents shall not be
unreasonably withheld), to any bank, savings and loan institution, insurance
company, thrift institution, pension fund, mutual fund (provided that no
Affiliated Fund Distressed Debt Group shall own more than 30% of the aggregate
Revolving Credit A or B (as applicable) Loans and Commitments) or, subject to
the consent of the Borrower (such consent not to be unreasonably withheld or
delayed), other financial institution, provided that (i) each such Assignment
shall be of a constant, and not a varying, percentage of all of the assignor
Lenders rights and obligations under the Loan Documents that are being
assigned, (ii) the Revolving Credit A or B (as applicable) Commitment Amount of
the Revolving Credit A or B (as applicable) Commitments assigned shall be not
less than $5,000,000 or the full Revolving Credit A or B (as applicable)
Commitment Amount of such assignor Lenders Revolving Credit A or B (as
applicable) Commitment, and (iii) the assignor Lender and such assignee shall
deliver to the Administrative Agent three copies of an Assignment and
Acceptance Agreement executed by each of them, along with an assignment fee in
the sum of $3,500 for the account of the Administrative Agent.  Upon receipt of such number of executed
copies of each such Assignment  90 
   and
Acceptance Agreement together with the assignment fee therefor and the
Borrowers consent to such Assignment, if required, the Administrative Agent
shall record the same and execute not less than two copies of such Assignment
and Acceptance Agreement in the appropriate place, deliver one such copy to the
assignor and one such copy to the assignee, and deliver one photocopy thereof,
as executed, to the Borrower.  From and
after the Assignment Effective Date specified in, and as defined in, such
Assignment and Acceptance Agreement, the assignee thereunder shall be a party
hereto and shall for all purposes of this Agreement and the other Loan
Documents be deemed an A or B (as applicable) Lender and a Lenderand,
to the extent provided in such Assignment and Acceptance Agreement, the
assignor Lender thereunder shall be released from its obligations under this
Agreement and the other Loan Documents. 
The Borrower agrees that, if requested, in connection with each such
Assignment, it shall at its own cost and expense execute and deliver (1) to the
Administrative Agent or such assignee a Revolving Credit A or B (as applicable)
Note in a maximum principal amount equal to the Revolving Credit A or B (as
applicable) Commitment Amount of the Revolving Credit A or B (as applicable)
Commitments assumed by such assignee, and (2) to the Administrative Agent or
such assignor Lender, in the event that such assignor Lender shall not have
assigned all of its Revolving Credit A or B (as applicable) Commitment, a
Revolving Credit A or B (as applicable) Note in a maximum principal amount
equal to the Revolving Credit A or B (as applicable) Commitment Amount of the
Revolving Credit A or B (as applicable) Commitment retained by such assignor,
in each case either in escrow pending the delivery of, or against receipt of,
such assignor Lenders existing Revolving Credit A or B (as applicable)
Note.  The Administrative Agent shall be
entitled to rely upon the representations and warranties made by the assignee
under each Assignment and Acceptance Agreement.  (d)In addition to the participations
provided for in Section 11.11(b), each Lender may grant participations in all
or any part of its Loans, its Notes and its Commitments to one or more banks,
insurance companies, pension funds, mutual funds or other financial
institutions, provided that (i) such Lenders obligations under this Agreement
and the other Loan Documents shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties to this Agreement and the other
Loan Documents for the performance of such obligations, (iii) the Borrower, the
Swing Line Lender, the Issuing Banks, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lenders rights and obligations under this Agreement and
the other Loan Documents, (iv) the granting of such participation does not
require that any additional loss, cost or expense be borne by the Borrower at
any time, and (v) the voting rights of any holder of any participation shall be
limited to decisions that in accordance with Section 11.1 require the consent
of all of the A or B (as applicable) Lenders or all of the Lenders.  The Borrower acknowledges and agrees that any
such participant shall for purposes of Section 3.5, 3.6, 3.10 and 11.5 be
deemed to be an A or B (as applicable) Lender and a Lender, provided that in
no event shall the Borrower be liable for any amounts under said Sections in
excess of the amounts for which it would be liable but for such participation.  (e)No Lender shall, as between and
among the Borrower, the Administrative Agent, the Swing Line Lender, the
Issuing Banks and such Lender, be relieved of any of its  91 
   obligations
under the Loan Documents as a result of any assignment of or granting of
participations in, all or any part of its Loans, its Commitments and its Notes,
except that a Lender shall be relieved of its obligations to the extent of any
such assignment of all or any part of its Loans, its Commitments or its Notes
pursuant to Section 11.7(c).  11.8.Indemnity  The
Borrower agrees to defend, protect, indemnify, and hold harmless the
Administrative Agent, BNY Capital Markets, the Issuing Banks, the Swing Line
Lender and each and all of the Lenders, each of their respective Affiliates and
each of the respective officers, directors, employees and agents of each of the
foregoing (each an Indemnified Person and, collectively, the Indemnified
Persons) from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, expenses and
disbursements of any kind or nature whatsoever (including the reasonable fees
and disbursements of counsel to such Indemnified Persons in connection with any
investigative, administrative or judicial proceeding, whether direct, indirect
or consequential and whether based on any federal or state laws or other
statutory regulations, including securities and commercial laws and
regulations, under common law or at equitable cause, or on contract or
otherwise, including any liabilities and costs under environmental laws,
Federal, state or local health or safety laws, regulations, or common law
principles, arising from or in connection with the past, present or future
operations of the Borrower, any other Credit Party, or their respective
predecessors in interest, or the past, present or future environmental
condition of the Property of the Borrower or any of its Subsidiaries, the
presence of asbestos-containing materials at any such Property, or the release
or threatened release of any hazardous substance into the environment from any
such Property) in any manner relating to or arising out of the Loan Documents
or the transactions contemplated thereby, any commitment letter or fee letter
executed between or among (x) the Borrower or any of its Subsidiaries, and (y)
the Swing Line Lender, an Issuing Bank and/or the Administrative Agent, the
capitalization of the Borrower or any of its Subsidiaries, the Commitments, the
Letter of Credit Commitments, the making of, issuance of, management of and
participation in the Loans or the Letters of Credit, or the use or intended use
of the Letters of Credit and the proceeds of the Loans hereunder, provided that
the Borrower shall have no obligation under this Section to an Indemnified
Person with respect to any of the foregoing to the extent found in a final
judgment of a court having jurisdiction to have resulted primarily out of the
gross negligence or willful misconduct of such Indemnified Person.  The indemnity set forth herein shall be in
addition to any other obligations or liabilities of the Borrower to each
Indemnified Person under the Loan Documents or at common law or otherwise, and
shall survive any termination of the Loan Documents, the expiration of the
Revolving Credit Commitments, the Letter of Credit Commitments, the Swing Line
Commitments and the payment of all Indebtedness of the Credit Parties under the
Loan Documents.  11.9.Limitation of Liability  No claim
may be made by the Borrower, any of its Subsidiaries, any other Credit Party,
any Lender, any Issuing Bank or other Person against the Administrative Agent,
any Lender, any Issuing Bank or the Swing Line Lender or any directors,
officers, employees, or  92 
   agents
of any of them, for any special, indirect, consequential or punitive damages in
respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by any Loan
Document, or any act, omission or event occurring in connection therewith, and
each of the Borrower, its Subsidiaries, such other Credit Party, any such
Lender, any such Issuing Bank or other Person hereby waives, releases and
agrees not to sue upon any claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.  11.10.Counterparts  Each
Loan Document (other than the Notes) may be executed by one or more of the
parties thereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
document.  It shall not be necessary in
making proof of any Loan Document to produce or account for more than one
counterpart signed by the party to be charged. 
A counterpart of any Loan Document or to any document evidencing, and of
any amendment, modification, consent or waiver to or of any Loan Document
transmitted by facsimile shall be deemed to be an originally executed
counterpart.  A set of the copies of the
Loan Documents signed by all the parties thereto shall be deposited with each
of the Borrower and the Administrative Agent. 
Any party to a Loan Document may rely upon the signatures of any other
party thereto which are transmitted by facsimile or other electronic means to
the same extent as if originally signed.  11.11.Adjustments; Set-off  (a)In addition to any rights and
remedies of each Lender provided by law, upon the occurrence of an Event of
Default and acceleration of the Notes, or at any time upon the occurrence and
during the continuance of an Event of Default under Sections 9.1(a) or 9.1(b),
each Lender, the Swing Line Lender and each Issuing Bank shall have the right,
without prior notice to the Borrower, any such notice being expressly waived by
the Borrower to the extent permitted by applicable law, to set-off and apply
against any indebtedness or other liability, whether matured or unmatured, of
the Borrower to such Lender, the Swing Line Lender or such Issuing Bank arising
under the Loan Documents, any amount owing from such Lender, the Swing Line
Lender or such Issuing Bank to the Borrower. 
To the extent permitted by applicable law, the aforesaid right of
set-off may be exercised by such Lender, the Swing Line Lender or such Issuing
Bank against the Borrower or against any trustee in bankruptcy, custodian,
debtor in possession, assignee for the benefit of creditors, receiver, or
execution, judgment or attachment creditor of the Borrower, or against anyone
else claiming through or against the Borrower or such trustee in bankruptcy,
custodian, debtor in possession, assignee for the benefit of creditors,
receivers, or execution, judgment or attachment creditors, notwithstanding the
fact that such right of set-off shall not have been exercised by such Lender,
the Swing Line Lender or such Issuing Bank prior to the making, filing or
issuance of, service upon such Lender, the Swing Line Lender or such Issuing
Bank of, or notice to such Lender, the Swing Line Lender or such Issuing Bank
of, any petition, assignment for the benefit of creditors, appointment or
application for the appointment of a receiver, or issuance of execution,
subpoena, order or warrant.  Each
Lender, the Swing Line Lender and each Issuing Bank agrees promptly to notify
the Borrower and the  93 
   Administrative
Agent after each such set-off and application made by such Lender, the Swing
Line Lender or such Issuing Bank, as the case may be, provided that the failure
to give such notice shall not affect the validity of such set-off and
application.  (b)If any Lender, the Swing Line Lender
or any Issuing Bank shall obtain any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) on account of its
Revolving Credit or Swing Line A or B (as applicable) Loans, its Revolving
Credit or Swing Line A or B (as applicable) Notes or Reimbursement Obligations
in respect of Letters of Credit issued under the Letter of Credit A or B (as
applicable) Commitment in excess of its Outstanding Percentage of payments then
due and payable on account of the Revolving Credit or Swing Line A or B (as
applicable) Loans, the Revolving Credit or Swing Line A or B (as applicable)
Notes or Reimbursement Obligations in respect of Letters of Credit issued under
the Letter of Credit A or B (as applicable) Commitment received by all of the A
or B (as applicable) Lenders, the Swing Line Lender and the Issuing Banks, such
Lender, the Swing Line Lender or such Issuing Bank, as the case may be, shall
forthwith purchase, without recourse, for cash, from the other A or B (as
applicable) Lenders, the Swing Line Lender and the applicable Issuing Banks
such participations in their Revolving Credit or Swing Line A or B (as
applicable) Loans, Revolving Credit or Swing Line A or B (as applicable) Notes
and Reimbursement Obligations in respect of Letters of Credit issued under the
Letter of Credit A or B (as applicable) Commitment as shall be necessary to
cause such purchaser to share such excess payment with each of them according
to their applicable Outstanding Percentages, provided, however, that if all or
any portion of such excess payment is thereafter recovered from such purchaser,
such purchase shall be rescinded and the related seller shall repay to such
purchaser the purchase price to the extent of such recovery, together with an
amount equal to such sellers pro rata share (according to the proportion of
(i) the amount of all other related required repayments to (ii) the total
amount so recovered from the purchaser) of any interest or other amount paid or
payable by the purchaser in respect of the total amount so recovered.  11.12.Construction  Each
party to a Loan Document represents that it has been represented by counsel in
connection with the Loan Documents and the transactions contemplated thereby
and that the principle that agreements are to be construed against the party
drafting the same shall be inapplicable.  11.13.Governing Law  The Loan
Documents and the rights and obligations of the parties thereunder shall be
governed by, and construed and interpreted in accordance with, the internal
laws of the State of New York, without regard to principles of conflict of
laws, but including Section 5-1401 of the General Obligations Law.  94 
   11.14.Headings Descriptive  Section
headings have been inserted in the Loan Documents for convenience only and
shall not be construed to be a part thereof.  11.15.Severability  Every
provision of the Loan Documents is intended to be severable, and if any term or
provision thereof shall be invalid, illegal or unenforceable for any reason,
the validity, legality and enforceability of the remaining provisions thereof
shall not be affected or impaired thereby, and any invalidity, illegality or
unenforceability in any jurisdiction shall not affect the validity, legality or
enforceability of any such term or provision in any other jurisdiction.  11.16.Integration  All
exhibits to a Loan Document shall be deemed to be a part thereof.  Except for agreements between the
Administrative Agent, the Swing Line Lender and/or an Issuing Bank and the
Borrower with respect to certain fees, the Loan Documents embody the entire
agreement and understanding among the Borrower, the Administrative Agent, the
Swing Line Lender, the Issuing Banks and the Lenders with respect to the
subject matter thereof and supersede all prior agreements and understandings
among them with respect to the subject matter thereof.  11.17.Consent to Jurisdiction  Each
party to a Loan Document hereby irrevocably submits to the jurisdiction of any
New York State or Federal court sitting in the City of New York over any suit,
action or proceeding arising out of or relating to the Loan Documents.  Each party to a Loan Document hereby
irrevocably waives, to the fullest extent permitted or not prohibited by law,
any objection which it may now or hereafter have to the laying of the venue of
any such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in
an inconvenient forum.  Each Credit
Party hereby agrees that a final judgment in any such suit, action or
proceeding brought in such a court, after all appropriate appeals, shall be
conclusive and binding upon it.  11.18.Service of Process  Each
party to a Loan Document hereby irrevocably consents to the service of process in
any suit, action or proceeding by sending the same by first class mail, return
receipt requested or by overnight courier service, to the address of such party
set forth in Section 11.2 of the applicable Loan Document executed by such
party.  Each party to a Loan Document
hereby agrees that any such service (i) shall be deemed in every respect
effective service of process upon it in any such suit, action, or proceeding,
and (ii) shall to the fullest extent enforceable by law, be taken and held to
be valid personal service upon and personal delivery to it.  95 
   11.19.No Limitation on Service or Suit  Nothing
in the Loan Documents or any modification, waiver, consent or amendment thereto
shall affect the right of the Borrower, the Administrative Agent, the Swing
Line Lender, any Issuing Bank or any Lender to serve process in any manner
permitted by law or limit the right of the Administrative Agent, the Swing Line
Lender, any Issuing Bank or any Lender to bring proceedings against any Credit
Party in the courts of any jurisdiction or jurisdictions in which such Credit
Party may be served.  11.20.WAIVER OF TRIAL BY JURY  EACH OF
THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE ISSUING BANKS, THE
LENDERS, AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREIN. 
FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT
OF THE SWING LINE LENDER, THE ISSUING BANKS, THE ADMINISTRATIVE AGENT, OR THE
LENDERS, OR COUNSEL TO THE SWING LINE LENDER, THE ISSUING BANKS, THE
ADMINISTRATIVE AGENT OR THE LENDERS, HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE SWING LINE LENDER, THE ISSUING BANKS, THE ADMINISTRATIVE AGENT OR THE
LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER
OF RIGHT TO JURY TRIAL PROVISION.  THE
BORROWER ACKNOWLEDGES THAT THE SWING LINE LENDER, THE ISSUING BANKS, THE
ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, INTER  ALIA, THE PROVISIONS OF THIS SECTION.  11.21.Treatment of Confidential
Information  Each
Lender, each Issuing Bank, the Swing Line Lender and the Administrative Agent
agrees (on behalf of itself and each of its affiliates, directors, officers,
employees and representatives) to use reasonable precautions to keep
confidential, in accordance with its customary procedures for handling
confidential information of the same nature, all non-public information
supplied by the Borrower or any of its Subsidiaries pursuant to this Agreement
which (a) is identified by such Person as being confidential at the time the
same is delivered to such Lender, such Issuing Bank, the Swing Line Lender or
the Administrative Agent, or (b) constitutes any financial statement, financial
projection or forecast, budget, compliance certificate, audit report,
management letter or accountants certification delivered hereunder, provided,
however, that nothing herein shall limit the disclosure of any such information
(i) to the extent required by law, rule, regulation or judicial process,
provided that, unless prohibited by applicable law or court order, each Lender,
each Issuing Bank, the Swing Line Lender and the Administrative Agent, prior to
the disclosure thereof, shall endeavor to notify the Borrower of any request
for disclosure of any such confidential information by any governmental agency
or representative thereof (other than in connection with an examination of the
financial condition of  96 
   such
Issuing Bank, such Lender, the Swing Line Lender or the Administrative Agent by
such governmental agency) or pursuant to legal process, (ii) on a confidential
basis, to counsel to any Lender, any Issuing Bank, the Swing Line Lender or the
Administrative Agent, (iii) to bank examiners, auditors or accountants, and any
analogous counterpart thereof, (iv) to the Administrative Agent, the Lenders,
the Swing Line Lender or the Issuing Banks, (v) in connection with any
litigation or proceeding to which any one or more of the Lenders, the Issuing
Banks, the Swing Line Lender or the Administrative Agent is a party, (vi) to
any assignee or participant (or prospective assignee or participant) so long as
such assignee or participant (or prospective assignee or participant) agrees to
keep such information confidential on substantially the same basis as set forth
in this Section, or (vii) to affiliates of the Administrative Agent, the Swing
Line Lender, each Lender and each Issuing Bank, so long as such affiliate
agrees to keep such information confidential on substantially the same basis as
set forth in this Section.  11.22.Conversion to DIP Facility  In the
event that the Borrower shall become the subject of any bankruptcy proceedings
under Chapter 11 of Title 11 of the United States Code, the Lenders and the
Issuing Banks, together with JPMorgan Chase Bank under the Chase Platinum
Substitute Note and Fleet National Bank under the Fleet LC Agreement, in each
case severally and not jointly and based on their respective interests at the
time in this Agreement, the Chase Platinum Substitute Note and the Fleet LC
Agreement, and the Borrower agree, subject to receipt of all appropriate
bankruptcy court approvals, to refinance and consolidate in full the
indebtedness evidenced by (i) this Agreement, the Notes and the Letters of
Credit, (ii) the Chase Platinum Substitute Note and (iii) the Fleet LC
Agreement with a new debtor-in-possession credit facility (the DIP Facility),
on terms and conditions (including a first priority perfected security interest
on all of the Collateral (including a Mortgage on each Mortgaged Property listed
on Part B of Schedule 1.1(m)) and an administrative claim against all estates,
and the Borrower agrees to use its best efforts to provide a super priority
administrative claim against such estates) substantially identical to this
Agreement, the Chase Platinum Substitute Note and the Fleet LC Agreement in an
aggregate amount (not exceeding $210,000,000plus the principal amount of
the Chase Platinum Substitute Note and the principal amount of the Fleet LC)
equal to the Aggregate Revolving Credit A Commitment Amount, the Aggregate
Revolving Credit B Commitment Amount plus the principal amount of the Chase
Platinum Substitute Note and the principal amount of the Fleet LC, which DIP
Facility will (i) refinance in full all Loans and Letters of Credit under this
Agreement and all obligations under the Chase Platinum Substitute Note and the
Fleet LC Agreement, whereupon this Agreement, the Chase Platinum Substitute
Note and the Fleet LC Agreement will terminate, (ii) mature on August 18, 2004,
(iii) allow for the cash payment of interest on the Senior Note Indentures,
except that no interest may be paid on the Senior Note Indentures at any time
during the continuance of a Default or Event of Default under the DIP Facility
or if the Borrower shall not at the time have a Fixed Charge Coverage Ratio (as
defined below) of greater than 1.50:1.00 (such Fixed Charge Ratio to be
included in the DIP Facility), (iv) provide that Section 8.15 would no longer
be applicable, provided that any asbestos costs and expenses of the Borrower
and its Subsidiaries that are allocable to any Parent would reduce by an equal
amount the amount available for loans made to any Parent under Section 8.6(ii),
and  97 
   (v) if
the DIP Facility is not consummated pursuant to a final court order (which
order is in effect and not stayed and not under appeal, provided that an order
that may be, but has not been, appealed shall be considered final) within 45
days of the Borrower becoming the subject of any such bankruptcy proceedings,
an Event of Default (or similar event) shall have been deemed to occur under
this Agreement, the Chase Platinum Substitute Note and the Fleet LC Agreement,
upon which, in addition to all other rights and remedies available at such
time, the default rate of interest and the default rate on letter of credit
commissions under each such agreement, if not otherwise in effect, shall become
applicable, commencing on the 46th day after the Borrower shall have become the
subject of any such bankruptcy proceedings. 
For purposes hereof, Fixed Charge Coverage Ratio shall mean the
ratio of (x) Consolidated EBITDA to (y) the sum, without duplication, of all
cash payments made in respect of Indebtedness (including all principal,
interest, commitment fees, letter of credit fees, and similar fees), capital
expenditures, Restricted Payments, loans and other advances and payments
(including payments made under the Tax Sharing Agreement) to any Parent or
Affiliate, and all restructuring, administration and other expenses and charges
(to the extent such expenses and charges are not included (but are not
expressly excluded) in the determination of Consolidated EBITDA), in each case
determined on a Consolidated basis in accordance with GAAP for the four fiscal
quarter period ending on the date of calculation or, if the date of calculation
is not the last day of a fiscal quarter, for the immediately preceding four
fiscal quarters.  Prior to bankruptcy court approval of the DIP Facility, if no Event of
Default shall exist and be continuing (including, without limitation, an Event
of Default caused by the provisions of clause (v) in the preceding paragraph),
the Borrower shall be entitled to use cash collateral for all purposes
permitted under this Agreement as long as the Lenders are granted adequate
protection in the form of a first priority perfected replacement lien on all
postpetition accounts receivable and inventory and a super priority
administrative claim against all estates, provided, however, if the bankruptcy
court does not grant such adequate protection on the first day the order for
relief is in effect, the Borrower may use cash collateral for three Business
Days for ordinary course purposes.  The
Lenders agree that any interim or final order approving the DIP Facility may
not constitute a determination as to any third parties (specifically excluding
the Borrower) regarding whether the Lenders are entitled to receive
postpetition interest, fees or administrative status on refinanced prepetition
indebtedness (except as otherwise provided in such interim or final order and
approved by the bankruptcy court).  If
(i) a Title 11 case in respect of the Borrower is commenced less than 91 days
after the Liens under the Security Documents have been perfected with respect
to the obligations outstanding under this Agreement, the Chase Platinum
Substitute Note and the Fleet LC Agreement, (ii) no Revolving Credit B Loans,
Swing Line B Loans or Letters of Credit issued under the Letter of Credit B
Commitment have been made or issued, and (iii) the final order approving the
DIP Facility does not provide that such obligations shall be refinanced with
proceeds from the DIP Facility, then, in addition to all other rights and
remedies available at such time, the commitment amount of the DIP Facility
shall be reduced to reflect that such obligations shall not be so refinanced.  If the Borrower is in compliance with all conditions precedent under
Section 6 of this Agreement, the Lenders shall not assert any defense that may
otherwise be available under  98 
   Bankruptcy Code section 365(c) with respect to
Lenders obligations herein concerning the DIP Facility.  Notwithstanding the foregoing, if the Lenders do not furnish the DIP
Facility, or the bankruptcy court does not approve it, the Borrower does not
waive any rights it has under Title 11 of the United States Code or otherwise.  Notwithstanding the foregoing, if the Borrower does not accept the DIP
Facility, or the bankruptcy court does not approve it, the Lenders do not waive
any rights they have under Title 11 of the United States Code or otherwise.  If and when the DIP Facility is approved by the bankruptcy court, the
Borrower may use its funds for all valid corporate purposes, including, without
limitation, professional fees, as long as there is no default under the DIP
Facility (including any default of any covenant limiting such use).  The DIP Facility shall include a carveout of
$7,500,000 for professional services.  If (i) the Borrower or any of its Subsidiaries shall not be permitted
to perform its obligations under this Agreement that relate to the granting or
delivery of Collateral (including a Mortgage on each Mortgaged Property listed
on Part B of Schedule 1.1(m)) within the applicable time periods prescribed
thereby due solely to an order of a court of competent jurisdiction issued
within nine months of the Effective Date enjoining the Borrower or any of its
Subsidiaries from performing any of such obligations within such applicable
prescribed time periods (and the Lenders shall not have agreed to waive such
failure to perform), the DIP Facility shall not have become effective and no
other Default or Event of Default shall exist and (ii) the Borrower shall not
be able to obtain an alternate debtor-in-possession credit facility on
reasonable terms in an amount not exceeding $100,000,000 (an Alternate DIP
Facility) without priming the liens on the Collateral (including a
Mortgage on each Mortgaged Property listed on Part B of Schedule 1.1(m))
securing this Agreement, the Chase Platinum Substitute Note and the Fleet LC
Agreement, then (x) an Alternate DIP Facility shall be permitted to prime such
liens on the Collateral (including a Mortgage on each Mortgaged Property listed
on Part B of Schedule 1.1(m)) and (y) such Alternate DIP Facility may, if such
Alternate DIP Facility so requires, restrict the payment of interest on this
Agreement, the Chase Platinum Substitute Note and the Fleet LC Agreement,
provided that (A) the Revolving Credit B Commitments, the Swing Line B
Commitment and the Letter of Credit B Commitment shall be immediately
terminated and all principal, interest, letter of credit obligations and other
obligations in respect of the Revolving Credit B Commitments and Loans, the
Swing Line B Commitment and Loans and the Letter of Credit B Commitment and
Reimbursement Obligations in respect of Letters of Credit issued thereunder
shall have been paid in full in cash and (B) this Agreement, the Chase Platinum
Substitute Note and the Fleet LC Agreement shall continue to be secured by a
perfected security interest in all Collateral (including a Mortgage on each
Mortgaged Property listed on Part B of Schedule 1.1(m)) subject only to the
prior lien of such Alternate DIP Facility.  99 
   11.23.Consolidation and Restatement  This Agreement is the
consolidated and restated credit agreement contemplated by Section 11.23 of
both the $110 Million Credit Agreement and the $100 Million Credit
Agreement.  Certain terms and provisions
contained in the $110 Million Credit Agreement and the $100 Million Credit
Agreement that related to prior periods have been deleted for convenience.  11.24.Chase Platinum Substitute Note  The Chase Platinum
Substitute Note is hereby incorporated into this Section 11.24 as fully as if
set forth in full herein.  11.25.Fleet LC Agreement  The Fleet LC Agreement is
hereby incorporated into this Section 11.25 as fully as if set forth in full
herein.  100 
   BUILDING
MATERIALS CORPORATION OF AMERICA
CONSOLIDATED CREDIT AGREEMENT  IN
WITNESS WHEREOF, the parties hereto have caused this Consolidated and Restated
Credit Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.   BUILDING MATERIALS CORPORATION OF AMERICA, as the
  Borrower and as a party to the Chase Platinum Substitute Note and the Fleet
  LC AgreementBy:
  /s/  John F. RebeleName:
  John F. RebeleTitle:
  Sr. Vice President - CFOBUILDING MATERIALS MANUFACTURING CORPORATION, for
  purposes of Section 11.25, as a party to the Fleet LC AgreementBy:
  /s/  John F. RebeleName:
  John F. RebeleTitle:
  Sr. Vice President - CFO  
   BUILDING
MATERIALS CORPORATION OF AMERICA
CONSOLIDATED CREDIT AGREEMENT  THE BANK OF NEW YORK, as Administrative AgentBy:
  /s/ 
  Albert R. TaylorName:
  Albert R. TaylorTitle:
  Vice President  
   BUILDING
MATERIALS CORPORATION OF AMERICA
CONSOLIDATED CREDIT AGREEMENT   FLEET NATIONAL BANK, for purposes of Section 11.25,
  as a party to the Fleet LC AgreementBy:
  /s/ 
  J.D. SmithName:
  J.D. SmithTitle:
  Vice President  
   BUILDING
MATERIALS CORPORATION OF AMERICA
CONSOLIDATED CREDIT AGREEMENT   JPMORGAN CHASE BANK (formerly, The Chase Manhattan
  Bank), for purposes of Section 11.24, as a party to the Chase Substitute
  Platinum NoteBy:
  /s/ 
  Peter DedousisName:
  Peter DedousisTitle:
  Managing Director  
   SCHEDULES  Schedule 1.1(m)
  
  List of Mortgaged PropertiesSchedule 1.1(q)
  
  List of Qualified Depositary InstitutionsSchedule 4.1
  
  List of Subsidiaries; CapitalizationSchedule 4.5
  
  List of LitigationSchedule 4.13
  
  Disclosure of Ordinary Course of BusinessSchedule 4.14
  
  List of Real PropertiesSchedule 4.16
  
  List of Environmental MattersSchedule 8.1
  
  List of Existing IndebtednessSchedule 8.2
  
  List of Existing LiensSchedule 8.5
  
  List of InvestmentsSchedule 8.5(g)
  
  [Intentionally Omitted]Schedule 8.5(h)
  
  [Intentionally Omitted]Schedule 8.13
  
  List of Existing Capital Leases and Sale Leaseback
  TransactionsSchedule 11.2
  
  List of Addresses for Notices