<PAGE>   1

                                                                    Exhibit 4.13
                                                                    ------------

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



                    BUILDING MATERIALS CORPORATION OF AMERICA

                          10.50% Senior Notes due 2002

                                       and

                      Series B 10.50% Senior Notes due 2002



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



                                    INDENTURE


                            Dated as of July 5, 2000


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



                              THE BANK OF NEW YORK



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


                                     Trustee




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


<PAGE>   2
                              CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                                                  Indenture Section
-----------                                                                                                  -----------------
<S>                                                                                                      <C>
310(a)(1)...........................................................................................        7.10
      (a)(2)........................................................................................        7.10
      (a)(3)........................................................................................        N.A.
      (a)(4)........................................................................................        N.A.
      (a)(5)........................................................................................        7.08
      (b)...........................................................................................        7.08; 7.10; 11.02
      (c)...........................................................................................        N.A.
311(a)..............................................................................................        7.11
      (b)...........................................................................................        7.11
      (c)...........................................................................................        N.A.
312(a)..............................................................................................        2.05
      (b)...........................................................................................        11.03
      (c)...........................................................................................        11.03
313(a)..............................................................................................        7.06
      (b)(1)........................................................................................        N.A.
      (b)(2)........................................................................................        7.06
      (c)...........................................................................................        7.06; 11.02
      (d)...........................................................................................        7.06
314(a)..............................................................................................        4.05; 4.06; 11.02
      (b)...........................................................................................        N.A.
      (c)(l)........................................................................................        11.04
      (c)(2)........................................................................................        11.04
      (c)(3)........................................................................................        N.A.
      (d)...........................................................................................        N.A.
      (e)...........................................................................................        11.05
      (f)...........................................................................................        N.A.
315(a)..............................................................................................        7.12(b)
      (b)...........................................................................................        7.05; 11.02
      (c)...........................................................................................        7.12(a)
      (d)...........................................................................................        7.12(c)
      (e)...........................................................................................        6.11
316(a)(last sentence)...............................................................................        2.09
      (a)(1)(A).....................................................................................        6.05
      (a)(1)(B).....................................................................................        6.04
      (a)(2)........................................................................................        N.A.
      (b)...........................................................................................        6.07
      (c)...........................................................................................        9.04
317(a)(1)...........................................................................................        6.08
      (a)(2)........................................................................................        6.09
      (b)...........................................................................................        2.04
318(a)..............................................................................................        11.01

</TABLE>

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

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


<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                  <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE....................................................1

SECTION 1.01. DEFINITIONS................................................................................1
              -----------
SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.........................................18
              -------------------------------------------------
SECTION 1.03. RULES OF CONSTRUCTION.....................................................................18
              ---------------------

ARTICLE II. THE SECURITIES..............................................................................19

SECTION 2.01. FORM AND DATING...........................................................................19
              ---------------
SECTION 2.02. EXECUTION AND AUTHENTICATION; AGGREGATE PRINCIPAL AMOUNT..................................19
              --------------------------------------------------------
SECTION 2.03. REGISTRAR AND PAYING AGENT................................................................20
              --------------------------
SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.......................................................20
              -----------------------------------
SECTION 2.05. SECURITYHOLDER LISTS......................................................................21
              --------------------
SECTION 2.06. TRANSFER AND EXCHANGE.....................................................................21
              ---------------------
SECTION 2.07. REPLACEMENT SECURITIES....................................................................23
              ----------------------
SECTION 2.08. OUTSTANDING SECURITIES....................................................................23
              ----------------------
SECTION 2.09. TREASURY SECURITIES.......................................................................23
              -------------------
SECTION 2.10. TEMPORARY SECURITIES......................................................................23
              --------------------
SECTION 2.11. CANCELLATION..............................................................................24
              ------------
SECTION 2.12. DEFAULTED INTEREST........................................................................24
              ------------------
SECTION 2.13. CUSIP NUMBER..............................................................................24
              ------------
SECTION 2.14. DEPOSIT OF MONEYS.........................................................................24
              -----------------

ARTICLE III. REDEMPTION.................................................................................25

SECTION 3.01. NOTICES TO TRUSTEE........................................................................25
              ------------------
SECTION 3.02. [RESERVED]................................................................................25
SECTION 3.03. NOTICE OF REDEMPTION......................................................................25
              --------------------
SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION............................................................25
              ------------------------------
SECTION 3.05. DEPOSIT OF REDEMPTION PRICE...............................................................26
              ---------------------------
SECTION 3.06. SECURITIES REDEEMED IN PART...............................................................26
              ---------------------------

ARTICLE IV. COVENANTS...................................................................................26

SECTION 4.01. PAYMENT OF SECURITIES.....................................................................26
              ---------------------
SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY...........................................................26
              -------------------------------
SECTION 4.03. CORPORATE EXISTENCE.......................................................................27
              -------------------
SECTION 4.04. PAYMENT OF TAXES AND OTHER CLAIMS.........................................................27
              ---------------------------------
SECTION 4.05. COMPLIANCE CERTIFICATES...................................................................27
              -----------------------
SECTION 4.06. SECURITIES AND EXCHANGE COMMISSION REPORTS................................................28
              ------------------------------------------
SECTION 4.07. WAIVER OF STAY, EXTENSION OR USURY LAWS...................................................28
              ---------------------------------------
SECTION 4.08. MAINTENANCE OF PROPERTIES.................................................................29
              -------------------------
SECTION 4.09. LIMITATION ON DEBT AND PREFERRED STOCK OF THE COMPANY AND ITS SUBSIDIARIES................29
              --------------------------------------------------------------------------
SECTION 4.10. LIMITATION ON RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS..............................31
              ------------------------------------------------------------
SECTION 4.11. LIMITATION ON LIENS.......................................................................33
              -------------------
SECTION 4.12. LIMITATION ON TRANSACTIONS WITH AFFILIATES................................................34
              ------------------------------------------
SECTION 4.13. LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES..............36
              ----------------------------------------------------------------------------
SECTION 4.14. CHANGE OF CONTROL.........................................................................36
              -----------------
SECTION 4.15. LIMITATION ON ASSET SALES.................................................................38
              -------------------------
SECTION 4.16. RESTRICTION ON TRANSFER OF CERTAIN ASSETS TO SUBSIDIARIES.................................40
              ---------------------------------------------------------
SECTION 4.17. INVESTMENT COMPANY ACT....................................................................40
              ----------------------
SECTION 4.18. CONSENTS, ETC.............................................................................40
              -------------
</TABLE>


                                       i
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                  <C>

ARTICLE V. SUCCESSOR CORPORATION........................................................................41

SECTION 5.01. WHEN THE COMPANY MAY MERGE, ETC...........................................................41
              -------------------------------
SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.........................................................41
              ---------------------------------

ARTICLE VI. DEFAULTS AND REMEDIES.......................................................................42

SECTION 6.01. EVENTS OF DEFAULT.........................................................................42
              -----------------
SECTION 6.02. ACCELERATION..............................................................................43
              ------------
SECTION 6.03. OTHER REMEDIES............................................................................43
              --------------
SECTION 6.04. WAIVER OF PAST DEFAULTS...................................................................44
              -----------------------
SECTION 6.05. CONTROL BY MAJORITY.......................................................................44
              -------------------
SECTION 6.06. LIMITATION ON REMEDIES....................................................................44
              ----------------------
SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT......................................................45
              ------------------------------------
SECTION 6.08. COLLECTION SUIT BY TRUSTEE................................................................45
              --------------------------
SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM..........................................................45
              --------------------------------
SECTION 6.10. PRIORITIES................................................................................45
              ----------
SECTION 6.11. UNDERTAKING FOR COSTS.....................................................................46
              ---------------------
SECTION 6.12. RESTORATION OF RIGHTS AND REMEDIES........................................................46
              ----------------------------------

ARTICLE VII. TRUSTEE....................................................................................46

SECTION 7.01. RIGHTS OF TRUSTEE.........................................................................46
              -----------------
SECTION 7.02. INDIVIDUAL RIGHTS OF TRUSTEE..............................................................47
              ----------------------------
SECTION 7.03. MONEY HELD IN TRUST.......................................................................47
              -------------------
SECTION 7.04. TRUSTEE'S DISCLAIMER......................................................................47
              --------------------
SECTION 7.05. NOTICE OF DEFAULTS........................................................................47
              ------------------
SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS.............................................................47
              -----------------------------
SECTION 7.07. COMPENSATION AND INDEMNITY................................................................47
              --------------------------
SECTION 7.08. REPLACEMENT OF TRUSTEE....................................................................48
              ----------------------
SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC..........................................................49
              --------------------------------
SECTION 7.10. ELIGIBILITY: DISQUALIFICATION.............................................................49
              -----------------------------
SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.....................................50
              -----------------------------------------------------
SECTION 7.12. DUTIES OF TRUSTEE.........................................................................50
              -----------------
SECTION 7.13. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY...................................51
              -------------------------------------------------------

ARTICLE VIII. DISCHARGE OF INDENTURE; DEFEASANCE........................................................51

SECTION 8.01. DISCHARGE OF LIABILITY ON SECURITIES DEFEASANCE...........................................51
              -----------------------------------------------
SECTION 8.02. CONDITIONS TO DEFEASANCE..................................................................52
              ------------------------
SECTION 8.03. APPLICATION OF TRUST MONEY................................................................53
              --------------------------
SECTION 8.04. REPAYMENT TO COMPANY......................................................................53
              --------------------
SECTION 8.05. INDEMNITY FOR GOVERNMENT OBLIGATIONS......................................................53
              ------------------------------------
SECTION 8.06. REINSTATEMENT.............................................................................53
              -------------

ARTICLE IX. AMENDMENTS, SUPPLEMENTS AND WAIVERS.........................................................54

SECTION 9.01. WITHOUT CONSENT OF HOLDERS................................................................54
              --------------------------
SECTION 9.02. WITH CONSENT OF HOLDERS...................................................................54
              -----------------------
SECTION 9.03. REVOCATION AND EFFECT OF CONSENTS.........................................................56
              ---------------------------------
SECTION 9.04. RECORD DATE...............................................................................56
              -----------
SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES.....................................................56
              -------------------------------------
SECTION 9.06. TRUSTEE MAY SIGN AMENDMENTS, ETC..........................................................56
              --------------------------------
SECTION 9.07. COMPLIANCE WITH TIA.......................................................................57
              -------------------
</TABLE>

                                       ii
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                  <C>
ARTICLE X SUBSIDIARY GUARANTEES.........................................................................57

SECTION 10.01. GUARANTEE................................................................................57
               ---------
SECTION 10.02. UNCONDITIONAL OBLIGATIONS................................................................58
               -------------------------
SECTION 10.03. CONTINUING GUARANTEE.....................................................................58
               --------------------
SECTION 10.04. SUBROGATION; ACCELERATION................................................................58
               -------------------------
SECTION 10.05. ENFORCEMENT..............................................................................59
               -----------
SECTION 10.06. COVENANTS................................................................................59
               ---------
SECTION 10.07. LIMITATION LIABILITY.....................................................................59
               --------------------
SECTION 10.08. WHEN THE GUARANTORS MAY MERGE, ETC.......................................................60
               ----------------------------------
SECTION 10.09. MISCELLANEOUS............................................................................61
               -------------
SECTION 10.10. EXECUTION AND DELIVERY OF NOTATION OF SUBSIDIARY GUARANTEE...............................61
               -----------------------------------------------------------

ARTICLE XI. MISCELLANEOUS...............................................................................61

SECTION 11.01. TRUST INDENTURE ACT OF 1939..............................................................61
               ---------------------------
SECTION 11.02. NOTICES..................................................................................61
               -------
SECTION 11.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS..............................................62
               -------------------------------------------
SECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.......................................62
               --------------------------------------------------
SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION............................................62
               ---------------------------------------------
SECTION 11.06. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR................................................63
               -----------------------------------------
SECTION 11.07. GOVERNING LAW............................................................................63
               -------------
SECTION 11.08. NO INTERPRETATION OF OTHER AGREEMENTS....................................................63
               -------------------------------------
SECTION 11.09. NO RECOURSE AGAINST OTHERS...............................................................63
               --------------------------
SECTION 11.10. LEGAL HOLIDAYS...........................................................................63
               --------------
SECTION 11.11. SUCCESSORS...............................................................................63
               ----------
SECTION 11.12. DUPLICATE ORIGINALS......................................................................64
               -------------------
SECTION 11.13. SEPARABILITY.............................................................................64
               ------------
SECTION 11.14. TABLE OF CONTENTS, HEADINGS, ETC.........................................................64
               --------------------------------
SECTION 11.15. BENEFITS OF INDENTURE....................................................................64
               ---------------------

</TABLE>








                                      iii
<PAGE>   6
                     INDENTURE, dated as of July 5, 2000, among BUILDING
MATERIALS CORPORATION OF AMERICA, a Delaware corporation, BUILDING MATERIALS
MANUFACTURING CORPORATION, a Delaware corporation ("Manufacturing Co."),
BUILDING MATERIALS INVESTMENT CORPORATION, a Delaware corporation ("Investment
Co." and together with Manufacturing Co., the "Guarantors"), and THE BANK OF NEW
YORK, a New York banking corporation (the "Trustee"), having its Corporate Trust
Office at 101 Barclay Street, New York, New York 10286.

                     The parties agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the Company's 10.50%
Senior Notes due 2002 (the "Initial Securities"), the Company's Series B 10.50%
Senior Notes due 2002 (the "Exchange Securities") and the Holders of the
Additional Securities, if any:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE


           Section 1.01.       Definitions.
                               -----------

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

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

                     "Additional Securities" means up to $115,000,000 in
aggregate principal amount of notes (other than the Initial Securities, the
Exchange Securities or the Private Exchange Notes) issued under this Indenture
in accordance with Sections 2.02 and 4.09.

                     "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms

<PAGE>   7
"controlling" and "controlled" have meanings correlative to the foregoing. For
the avoidance of doubt, ISP and its Affiliates (so long as they are under common
control with the Company) shall be deemed to be Affiliates of the Company.

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

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

                     "Asset Sale" means, with respect to any Person, the sale,
lease, assignment or other disposition (including, without limitation,
dispositions pursuant to any consolidation, merger or sale and leaseback
transaction) by such Person or any of its Subsidiaries in any single transaction
or series of related transactions which consists of the disposition of (i) any
Capital Stock of any Subsidiary or (ii) all or substantially all of the
properties and assets of any division or line of business of such Person or any
Subsidiary of such Person (other than of a Non-Recourse Subsidiary) to any other
Person which is not the Company or a Subsidiary of the Company. For the purposes
of this definition, the term "Asset Sale" shall not include (A) any sale, lease,
assignment or other disposition of properties or assets that is governed by the
provisions of Article V or (B) any sale, lease, assignment or other disposition
by a Person that has outstanding senior debt securities all of which (I) are
rated BBB- or higher by S&P and have not been placed on credit watch by S&P for
a possible downgrade or (II) are rated Baa3 or higher by Moody's and have not
been placed on credit watch by Moody's for a possible downgrade.

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

                     "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal, state or foreign law for the relief of debtors.

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

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


                                       2
<PAGE>   8
                     "Book-Entry Security" means a Security represented by a
Global Security and registered in the name of the nominee of the Depository.

                     "Business Day" means a day that is not a Legal Holiday.

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

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

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

                     "Cedel" means Cedel Bank, S.A.

                     "Change of Control" means the occurrence of any of the
following events:

           (i) prior to the time that at least 15% of the then outstanding
           Voting Stock of Parent, the Company, or any Subsidiary of Parent of
           which the Company is also a Subsidiary is publicly traded on a
           national securities exchange or in the NASDAQ (national market


                                       3
<PAGE>   9
           system), the Permitted Holders cease to be the "beneficial owner" (as
           defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
           indirectly, of majority voting power of the Voting Stock of the
           Company, whether as a result of issuance of securities of the Company
           or any of its Affiliates, any merger, consolidation, liquidation or
           dissolution of the Company or any of its Affiliates, any direct or
           indirect transfer of securities by any Permitted Holder or by Parent
           or any of its Subsidiaries or otherwise (for purposes of this clause
           (i) and clause (ii) below, the Permitted Holders shall be deemed to
           beneficially own any Voting Stock of a corporation (the "specified
           corporation") held by any other corporation (the "parent
           corporation") so long as the Permitted Holders beneficially own (as
           so defined), directly or indirectly, a majority of the Voting Stock
           of the parent corporation);

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

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

                     "Change of Control Payment Date" has the meaning set forth
in Section 4.14.

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

                     "Commencement Date" means April 3, 1994.

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


                                       4
<PAGE>   10
                     "Common Stock" of any Person means any and all shares,
interests, participations, or other equivalents (however designated) of such
Person's common stock whether now outstanding or issued after the Issue Date.

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

                     "Consolidated EBITDA Coverage Ratio" with respect to any
Person for any period means the ratio of (i) the aggregate amount of EBITDA of
such Person for such period to (ii) Consolidated Interest Expense of such Person
for such period; provided that (A) if such Person or any Subsidiary of such
Person has Issued any Debt or Capital Stock since the beginning of such period
that remains outstanding on the date such calculation is made or if the
transaction giving rise to the need to calculate the Consolidated EBITDA
Coverage Ratio is an Issuance of Debt or Capital Stock, or both, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
effect, on a pro forma basis, to the issuance of such Debt or Capital Stock as
if such Debt or Capital Stock had been Issued on the first day of such period
and the discharge of any other Debt or Capital Stock Refinanced or otherwise
discharged with the proceeds of such new Debt or Capital Stock as if such
discharge had occurred on the first day of such period, (B) if since the
beginning of such period such Person or any Subsidiary of such Person shall have
made any asset sales out of the ordinary course of business, EBITDA for such
period shall be reduced by an amount equal to the EBITDA (if positive) directly
attributable to the assets which are the subject of such asset sale for such
period, or increased by an amount equal to the EBITDA (if negative) directly
attributable thereto for such period, and Consolidated Interest Expense for such
period shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Debt or Capital Stock of such Person or any
Subsidiary of such Person Refinanced or otherwise discharged with respect to
such Person and its continuing Subsidiaries (including as a result of the
assumption of such Debt or Capital Stock by the purchaser of such assets,
provided that such Person or any of its Subsidiaries is no longer liable
therefor) in connection with such asset sales for such period (or if the Capital
Stock of any Subsidiary of such Person is sold, the Consolidated Interest
Expense for such period directly attributable to the Debt of such Subsidiary to
the extent such Person and its continuing Subsidiaries are no longer liable for
such Debt after such sale) and (C) if since the beginning of the period such
Person or any Subsidiary of such Person (by merger or otherwise) shall have made
an Investment in any Subsidiary of such Person (or any Person which becomes a
Subsidiary of such Person) or an acquisition of assets, including any
acquisition of assets occurring in connection with a transaction causing a
calculation to be made hereunder, which constitutes all of an operating unit of
a business, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto, as if such Investment or
acquisition occurred on the first day of such period. For purposes of this
definition, pro forma calculations shall be determined in good faith by a
responsible financial or accounting officer of the Person with respect to which
the calculation is being made. If any Debt or Capital Stock bears a floating
rate of interest and is being given pro forma effect, the interest on such Debt
and the dividends on such Capital Stock shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period.

                                       5
<PAGE>   11
                     "Consolidated Interest Expense" means, with respect to any
Person, for any period, the sum of (a) the interest expense of such Person and
its consolidated Subsidiaries (other than interest expense related to
Non-Recourse Debt) for such period as determined in accordance with GAAP
consistently applied, plus the amount of all dividends paid or accrued on any
series of Preferred Stock (other than non-Redeemable Stock) of such Person and
its Subsidiaries (other than Non-Recourse Subsidiaries).

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

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

                     "Corporate Trust Office" means the corporate trust office
of the Trustee at which at any particular time its corporate trust business
shall be principally administered, which on the date hereof is located at 101
Barclay Street, Floor 21 West, New York, New York 10286, except that, with
respect to presentation of Securities for payment or registration of transfer
and exchange and the location of the Securities register, such term means the


                                       6
<PAGE>   12
office or agency of the Trustee at which at any particular time its corporate
agency business shall be conducted, which is, on the date hereof, located at 101
Barclay Street, Corporate Trust Services Window, New York, New York 10286.

                     "Credit Agreement" means the credit agreement, dated as of
August 18, 1999, among the Company, the Lenders party thereto, Fleet National
Bank, as documentation agent, Bear Stearns Corporate Lending Inc., as
syndication agent, and The Bank of New York, as administrative agent, as amended
by amendment no. 1, dated as of March 31, 2000, and as the same may be further
amended, supplemented or otherwise modified from time to time.

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

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

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


                                       7
<PAGE>   13
                     "Depository" means, with respect to the Securities issued
in the form of one or more Book-Entry Securities, The Depository Trust Company
or another person designated as Depository by the Company, which must be a
clearing agency registered under the Exchange Act.

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

                     "Euroclear" means Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear system.

                     "Events of Default" has the meaning set forth in Section
6.01.

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

                     "Exchange Offer" means the registration by the Company
under the Securities Act pursuant to a registration statement of the offer by
the Company to each Holder of the Initial Securities to exchange all the Initial
Securities held by such Holder for the Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Initial
Securities held by such Holder, all in accordance with the terms and conditions
of the Registration Rights Agreement.

                     "Exchange Securities" has the meaning assigned to that term
in the preambles to this Indenture.

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

                     "Generally Accepted Accounting Principles" or "GAAP" means
generally acceptable accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board as of the date of the Indenture.

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

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


                                       8
<PAGE>   14
                     "Glass Fiber Contract" means the supply agreement effective
as of January 1, 1997 between GFC and the Company.

                     "Global Security" means a Security evidencing all or a part
of the Securities to be issued as Book-Entry Securities, including a Regulation
S Global Security, issued to the Depository in accordance with Section 2.02 and
bearing the legend prescribed in Exhibit C.

                     "Granules Contracts" means (i) the supply agreement, dated
as of January 1, 1995, between ISP Technologies, Inc. and the Company, as
amended through the Issue Date and (ii) the letter dated November 9, 1995 from
ISP Mineral Products Inc. to USI.

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

                     "Guaranteed Obligations" has the meaning set forth in
Section 10.01.

                     "Guarantors" has the meaning assigned to such term in the
preambles to this Indenture.

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

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

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

                     "Initial Purchaser" means BNY Capital Markets, Inc.

                     "Initial Securities" has the meaning assigned to that term
in the preambles to this Indenture.

                     "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                     "Investment" means any direct or indirect advance, loan
(other than advances or loans to customers in the ordinary course of business,
which are recorded, in accordance with GAAP, at the time made as accounts


                                       9
<PAGE>   15
receivable on the balance sheet of the Person making such advance or loan) or
other extension of credit or capital contribution to (by means of any transfer
of cash or other property to others or any payment for property or services for
the account or use of others), or any purchase or acquisition of Capital Stock,
bonds, notes, debentures or other securities Issued by, any other Person.

                     "Investment Co." has the meaning assigned to such term in
the preambles to this Indenture.

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

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

                     "Issue Date" means July 5, 2000.

                     "Legal Holiday" has the meaning set forth in Section 11.10.

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

                     "Management Agreement" means the Amended and Restated
Management Agreement, 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 Company and ISP Opco Holdings Inc., as amended
through the Issue Date.

                     "Manufacturing Co." has the meaning assigned to such term
in the preambles to this Indenture.

                     "Margin Stock" shall have the meaning provided in
Regulation U.

                     "Material Assets" means assets, singly or in the aggregate,
the book or fair market value of which equals 5% or more of the consolidated
tangible assets of the Company, as set forth on its most recently publicly
available balance sheet.

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

                     "Net Cash Proceeds" means, with respect to any Asset Sale,
the proceeds in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of cash or
Cash Equivalents received by the Company or any of its Subsidiaries from such
Asset Sale net of (a) reasonable out-of-pocket expenses and fees relating to


                                       10
<PAGE>   16
such Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions), (b) taxes paid or payable ((1) including,
without limitation, income taxes reasonably estimated to be actually payable as
a result of any disposition of property within two years of the date of
disposition, including under any tax sharing arrangements, and (2) after taking
into account any reduction in tax liability due to available tax credits or
deductions applicable to the transaction), (c) a reasonable reserve for the
after-tax cost of any indemnification obligations (fixed and/or contingent)
attributable to seller's indemnities to the purchaser undertaken by the Company
or any of its Subsidiaries in connection with such Asset Sale and (d) repayment
of Debt that is required to be repaid in connection with such Asset Sale, under
the agreements governing such Debt or Asset Sale.

                     "Net Proceeds Offer" shall have the meaning provided in
Section 4.15.

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

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

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

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

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


                                       11
<PAGE>   17
                     "Officer" of any corporation means the Chairman of the
Board, the President, any Vice President, the Chief Financial Officer, the
Treasurer, the Secretary, the Controller or the Assistant Secretary of such
corporation.

                     "Officers' Certificate" of any corporation means a
certificate signed by two Officers or by an Officer and an Assistant Treasurer
or Assistant Secretary of such corporation and delivered to the Trustee and
which complies with Section 11.05.

                     "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee and which complies with
Section 11.05. Such legal counsel may be an employee of or counsel to the
Company or its Affiliates.

                     "Parent" means GAF so long as it owns, and any other Person
which acquires or owns, directly or indirectly, 80%
or more of the Voting Stock of the Company.

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

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

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

                     "Permitted Lien" means:

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

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

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

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


                                       12
<PAGE>   18
           (5) easements, rights-of-way, restrictions, minor defects or
           irregularities in title and other similar charges or encumbrances not
           interfering in any material respect with the business of the Company
           and its Subsidiaries, taken as a whole;

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

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

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

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

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

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

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

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

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

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


                                       13
<PAGE>   19
           (16) Liens on stock or assets of any Non-Recourse Subsidiary securing
           Debt owing by such Non-Recourse Subsidiary.

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

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

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

                     "Private Exchange Notes" has the meaning assigned to such
term in the Registration Rights Agreement.

                     "Proceeds Purchase Date" shall have the meaning provided in
Section 4.15.

                     "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A under the Securities Act.

                     "Receivables" means accounts receivables, and related
documentation, contract rights, related proceeds and general intangibles.

                     "Receivables Financing Agreement" means the Pooling and
Servicing Agreement, dated as of November 1, 1996, among the Company, BMCA
Receivables Corporation and The Bank of New York, as Trustee, and related
agreements, as amended or supplemented.

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

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

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

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


                                       14
<PAGE>   20
                     "Registration Rights Agreement" means the registration
rights agreement dated July 5, 2000, among the Company,
the Guarantors and the Initial Purchaser.

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

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

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

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

                     "Restricted Period" means the 40-day restricted period
referred to in Regulation S.

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

                     "Revolving Credit Subsidiary Guarantee" has the meaning set
forth in Section 10.01.

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

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

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

                     "Shelf Registration Statement" means the shelf registration
statement, which the Company will use its best efforts to cause to become
effective with respect to the resale of the Initial Securities in the event that
the Exchange Offer is not completed, pursuant to the terms of the Registration
Rights Agreement.

                     "Significant Subsidiary" means (i) any Subsidiary (other
than a Non-Recourse Subsidiary) of the Company which at the time of
determination either (A) had assets which, as of the date of the Company's most


                                       15
<PAGE>   21
recent quarterly consolidated balance sheet, constituted at least 5% of the
Company's total assets on a consolidated basis as of such date, in each case
determined in accordance with GAAP, or (B) had revenues for the 12-month period
ending on the date of the Company's most recent quarterly consolidated statement
of income which constituted at least 5% of the Company's total revenues on a
consolidated basis for such period, or (ii) any Subsidiary of the Company (other
than a Non-Recourse Subsidiary) which, if merged with all Defaulting
Subsidiaries (as defined below) of the Company, would at the time of
determination either (A) have had assets which, as of the date of the Company's
most recent quarterly consolidated balance sheet, would have constituted at
least 10% of the Company's total assets on a consolidated basis as of such date
or (B) have had revenues for the 12-month period ending on the date of the
Company's most recent quarterly consolidated statement of income which would
have constituted at least 10% of the Company's total revenues on a consolidated
basis for such period (each such determination being made in accordance with
GAAP). "Defaulting Subsidiary" means any Subsidiary of the Company (other than a
Non-Recourse Subsidiary) with respect to which an event described under clause
(6), (7) or (8) of Section 6.01 has occurred and is continuing.

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

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

                     "Subsidiary Guarantee" has the meaning set forth in Section
10.01.

                     "Tax Sharing Agreement" means the tax sharing agreement,
dated as of January 31, 1994, among the Company, G-I Holdings and GAF.

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

                     "Treasury Yield" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two Business Days prior
to the applicable redemption date (or, if such Statistical Release is no longer


                                       16
<PAGE>   22
published, any publicly available source of similar data) most nearly equal to
the then remaining Average Life of the Securities; provided that, if the Average
Life of the Securities is not equal to the constant maturity of a United States
Treasury security for which a weekly average yield is given, the Treasury Yield
shall be obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury securities
for which such yields are given, except that, if the average life of the
Securities is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year
shall be used.

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

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

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

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

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

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

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

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

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

                     "USI" means U.S. Intec, Inc., a Texas corporation, and its
successors.


                                       17
<PAGE>   23
                     "Voting Stock" means, with respect to any Person, Capital
Stock of any class or kind normally entitled to vote in the election of the
board of directors or other governing body of such Person.

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

                     "Wholly-Owned Subsidiary" means a Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
applicable corporation or another Wholly-Owned Subsidiary of the applicable
corporation.

                     Section 1.02. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                     "indenture securities" means the Securities;

                     "indenture security holder" means Holder or a
Securityholder;

                     "indenture to be qualified" means this Indenture;

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

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

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

                     Section 1.03 Rules of Construction. Unless the context
otherwise requires:

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

                      (2) "or" is not exclusive;

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

                      (4) provisions apply to successive events and
                      transactions;

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

                      (6) all calculations made for the purpose of determining
                      compliance with the terms of the covenants set forth in
                      Article IV and other provisions of this Indenture shall


                                       18
<PAGE>   24
                      utilize GAAP in effect at the time of preparation of, and
                      in conformity with those used to prepare, the historical
                      consolidated financial statements of the Company at and
                      for the fiscal year ended December 31, 1999.

                                   ARTICLE II.

                                 THE SECURITIES


                     Section 2.01. Form and Dating. The Initial Securities and
the Additional Securities, and the Trustee's certificate of authentication
thereon, shall be substantially in the form of Exhibit A hereto. The Exchange
Securities and the Private Exchange Notes and the Trustee's certificate of
authentication thereon shall be substantially in the form of Exhibit B. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or agreements to which the Company is subject, if any, or usage.
The Company shall approve the form of the Securities and any notation, legend or
endorsement on them, and such approval shall be evidenced by the execution of
such Securities by two Officers of the Company. Each Security shall be dated the
date of its authentication.

                     The terms and provisions contained in the form of the
Securities, annexed hereto as Exhibits A and B, shall constitute, and are hereby
expressly made, a part of this Indenture.

                     Section 2.02. Execution and Authentication; Aggregate
Principal Amount. Two Officers shall sign the Securities for the Company by
facsimile or manual signature. The Company's seal may be reproduced or imprinted
on the Securities, by facsimile or otherwise.

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

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

                     The Trustee shall authenticate and make available for
delivery (i) Initial Securities for original issue in an aggregate principal
amount of $35,000,000, (ii) Exchange Securities or Private Exchange Notes from
time to time for issue only in exchange for a like principal amount of Initial
Securities in accordance with the Registration Rights Agreement, and (iii)
Additional Securities for original issue in an aggregate principal amount not
exceeding $115,000,000, in each case upon a written order of the Company signed
by an Officer of the Company to a Trust Officer. The order shall specify the
amount of Securities to be authenticated, the date on which the Securities are
to be authenticated and whether the Securities are to be Initial Securities,
Exchange Securities, Private Exchange Notes or Additional Securities.


                                       19
<PAGE>   25
                     The aggregate principal amount of Securities outstanding at
any time may not exceed $150,000,000, except as provided in Section 2.07. The
Company may issue Additional Securities from time to time after the offering of
the Initial Securities. Any offering of Additional Securities is subject to
Section 4.09.

                     The Securities shall be issuable only in registered form
and only in denominations of $1,000 and any integral multiple thereof.

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

                     If the Securities are to be issued in the form of one or
more Global Securities, then the Company shall execute and the Trustee shall
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be in minimum denominations of $1,000 or in the approximate equivalent
amount, (ii) shall be registered in the name of the Depository for such Global
Security or Securities or the nominee of such Depository, (iii) shall be
delivered by the Trustee to such Depository or pursuant to such Depository's
instructions and (iv) shall bear the legend set forth in Exhibit C.

                     Section 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange ("Registrar") and an office or agency where
Securities may be presented for payment ("Paying Agent"). The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-Registrars and one or more additional Paying
Agents. The term "Paying Agent" includes any additional Paying Agent.

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

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

                     Section 2.04. Paying Agent To Hold Money in Trust. The
Company shall require each Paying Agent other than the Trustee to agree in
writing that such Paying Agent shall hold in trust for the benefit of
Securityholders all money held by the Paying Agent for the payment of principal


                                       20
<PAGE>   26
of or interest on the Securities, and such Paying Agent shall notify the Trustee
of any default by the Company in making any such payment. If the Company or any
of its Subsidiaries acts as Paying Agent, it shall segregate the money and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and account for any funds disbursed,
and the Trustee may at any time during the continuance of any payment default,
upon written request to a Paying Agent, require such Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed. Upon
doing so, the Paying Agent shall have no further liability for the money so paid
over to the Trustee.

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

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

                     Section 2.06. Transfer and Exchange. The Securities shall
be issued in registered form and shall be transferable only upon the surrender
of such Securities for registration or transfer. When Securities are presented
to the Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met; provided that every
Security presented or surrendered for registration of transfer or exchange shall
be duly endorsed, or be accompanied by a written instrument or transfer in a
form satisfactory to the Company and the Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing; and provided further that
prior to the expiration of the Restricted Period, transfers of book-entry
interests in the Regulation S Global Security may not be made to a U.S. Person
or for the account or benefit of a U.S. Person (other than the Initial
Purchaser). To permit registrations of transfer and exchanges, the Company shall
execute the Securities, and the Trustee shall authenticate the Securities at the
Registrar's request. No service charge to the Securityholder shall be made for
any registration of transfer or exchange, but the Company or the Trustee may
require from the transferring or exchanging Securityholder payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchanges pursuant to Sections 2.10, 4.14, 4.15 or 9.05).
The Registrar or co-Registrar shall not be required to register the transfer of
or exchange of any Security (i) during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of Securities and
ending at the close of business on the day of such mailing and (ii) selected for
redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Security being redeemed in part.


                                       21
<PAGE>   27
                     If a Security is a Restricted Security in certificated
form, then as provided in this Indenture and subject to the limitations herein
set forth, the Holder, provided it is a Qualified Institutional Buyer, an
Accredited Investor or a Holder pursuant to Regulation S, may exchange such
Security for a Book-Entry Security by instructing the Trustee to arrange for
such Security to be represented by a beneficial interest in a Global Security in
accordance with the customary procedures of the Depository.

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

                     Upon any exchange provided for in the preceding paragraph,
the Company shall execute and the Trustee shall authenticate and deliver to the
person specified by the Depository a new Security or Securities registered in
such names and in such authorized denominations as the Depository, pursuant to
the instructions of the beneficial owner of the Securities requesting the
exchange, shall instruct the Trustee. Thereupon, the beneficial ownership of
such Global Security shown on the records maintained by the Depository or its
nominee shall be reduced by the amounts so exchanged and an appropriate
endorsement shall be made by or on behalf of the Trustee on the Global Security.
Any such exchange shall be effected through the Depository in accordance with
the procedures of the Depository therefor.

                     Notwithstanding the foregoing, no Global Security shall be
registered for transfer or exchange, or authenticated and delivered, whether
pursuant to this Section, Section 2.07, 2.10 or 3.06 or otherwise, in the name
of a person other than the Depository for such Global Security or its nominee
until (i) the Company notifies the Trustee that the Depository is unwilling or
unable to continue as Depository for such Global Security or if at any time the
Depository ceases to be a clearing agency registered under the Exchange Act, and
a successor depository is not appointed by the Company within 90 days, (ii) the
Company executes and delivers to the Trustee a Company order that all such
Global Securities shall be exchangeable or (iii) there shall have occurred and
be continuing an Event of Default. Upon the occurrence in respect of any Global
Security representing the Securities of any one or more of the conditions
specified in clause (i), (ii) or (iii) of the preceding sentence, such Global
Security may be registered for transfer or exchange for Securities registered in
the names of, authenticated and delivered to, such persons as the Trustee or the
Depository, as the case may be, shall direct.

                     Except as provided above, any Security authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
any Global Security, whether pursuant to this Section, Section 2.07, 2.10 or
3.06 or otherwise, shall also be a Global Security and bear the legend specified
in Exhibit C.

                     The provisions of the "Operating Procedures of the
Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the
"General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel
Bank shall be applicable to transfers of book-entry interests in the Regulation


                                       22
<PAGE>   28
S Global Securities that are held by Participants through Euroclear or Cedel
Bank.

                     The Company shall not have any liability to any Person
relating to (i) the performance by the Depositary, Euroclear, Cedel or any of
their respective direct or indirect Participants under the rules and procedures
governing, the Depository, Euroclear or Cedel including with respect to
transferring book-entry interests in the Securities, or (ii) maintaining,
supervising or reviewing any records of such entities relating to the
Securities.

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

                     Every replacement Security is an additional obligation of
the Company.

                     Section 2.08. Outstanding Securities. Securities
outstanding at any time are all Securities that have been authenticated by the
Trustee, except for those canceled by it, those delivered to it for cancellation
and those described in this Section 2.08 as not outstanding. A Security does not
cease to be outstanding because the Company or one of its Affiliates holds the
Security.

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

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

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

                     Section 2.10. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare, and the Trustee
shall authenticate upon written order of the Company signed by an Officer
thereof, temporary Securities. Temporary Securities shall be substantially in


                                       23
<PAGE>   29
the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare, and the Trustee shall authenticate, definitive Securities
in exchange for temporary Securities.

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

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

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

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

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


                                       24
<PAGE>   30
                                  ARTICLE III.

                                   REDEMPTION


                     Section 3.01. Notices to Trustee. If the Company elects to
redeem Securities pursuant to paragraph 5(a) of the Securities, it shall notify
the Trustee in writing of the redemption date and the principal amount of
Securities to be redeemed.

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

                     Section 3.02 [Reserved]

                     Section 3.03 Notice of Redemption. At such time as is
provided by paragraph 5(a) of the Securities, the Company shall mail a notice of
redemption by first-class mail to each Holder of Securities to be redeemed.

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

                     (A) the redemption date;

                     (B) the redemption price;

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

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

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

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

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

                     Section 3.04. Effect of Notice of Redemption. Once notice
of redemption is mailed, Securities called for redemption become due and payable
on the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, subject to the Company's compliance with Section


                                       25
<PAGE>   31
3.05 herein, such Securities shall be paid at the redemption price stated in the
notice, plus accrued and unpaid interest, if any, to the redemption date.

                     Section 3.05. Deposit of Redemption Price. On or prior to
the redemption date, the Company shall deposit with the Paying Agent in
immediately available funds (or, if the Company or a Subsidiary is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the redemption
price of and accrued and unpaid interest, if any, on all Securities to be
redeemed on that date other than Securities or portions of Securities called for
redemption which have been delivered by the Company to the Trustee for
cancellation.

                     Section 3.06. Securities Redeemed in Part. Upon surrender
of a Security that is redeemed in part, the Company shall execute and the
Trustee shall authenticate for the Holder (at the Company's expense) a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered.

                                   ARTICLE IV.

                                    COVENANTS


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

                     Section 4.02. Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, The City of New York, an office or
agency where Securities may be surrendered for registration of transfer or
exchange or for presentation for payment and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the address of the Trustee as set forth in
Section 11.02.

                     The Company may also from time to time designate one or
more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided that no such designation or rescission shall in any
matter relieve the Company of its obligation to maintain an office or agency
pursuant to this Section 4.02. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.


                                       26
<PAGE>   32
                     The Company hereby initially designates the office of the
Trustee or its agent located in the Borough of Manhattan, The City of New York,
as such office of the Company in accordance with Section 2.03.

                     Section 4.03. Corporate Existence. The Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its (i) corporate existence and the corporate existence of each of its
Subsidiaries (other than Non-Recourse Subsidiaries) in accordance with their
respective organizational documents and (ii) the material rights (charter and
statutory), licenses and franchises of the Company and each of its Subsidiaries;
provided that (i) neither the Company nor any of its Subsidiaries shall be
required to preserve any such right or franchise, or corporate existence, if the
Board of Directors of the Company or such Subsidiary shall determine that the
loss thereof is not, and will not be, adverse in any material respect to the
Company or the Holders and (ii) nothing in this Section 4.03 shall prevent the
Company from taking any action that complies with the provisions of Section
5.01.

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

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

                     (b) The Company shall deliver to the Trustee, as soon as
possible and in any event within 10 days after the Company becomes aware of the
occurrence of each Default or Event of Default which is continuing, an Officers'
Certificate setting forth the details of such Default or Event of Default, and
the action which the Company has taken and proposes to take with respect


                                       27
<PAGE>   33
thereto. Following receipt of such Officers' Certificate, the Trustee shall send
the notice called for by Section 7.05, except as provided therein.

                     Section 4.06. Securities and Exchange Commission Reports.
(a) The Company shall file with the Trustee and provide Holders of record,
within 15 days after it files them with the Commission, copies of its annual
report and the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may by rules and regulations
prescribe) which the Company is required to file with the Commission pursuant to
Sections 13 or 15(d) of the Exchange Act, without exhibits in the case of each
Holder, unless the Company is requested in writing by such Holder.
Notwithstanding that the Company may not be required to remain subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will continue to file with the Commission and provide the Trustee and Holders
with such annual reports and information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which are specified in Sections 13 and 15(d) of the
Exchange Act, without exhibits in the case of Holders, unless the Company is
requested in writing by the Holders. The Company also will comply with the other
provisions of TIA Section 314(a).

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

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

                     Section 4.07. Waiver of Stay, Extension or Usury Laws. The
Company and the Guarantors each covenants (to the full extent permitted by
applicable law) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, and will actively
resist any attempts to claim the benefit of any stay or extension law or any
usury law or other law which would prohibit or forgive the Company or any
Guarantor from paying all or any portion of the principal of or interest on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the full extent permitted by applicable law) the Company and
the Guarantors each hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any


                                       28
<PAGE>   34
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

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

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

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

                      (1) The Securities (other than the Additional Securities)
                      and the guarantee thereof by the Guarantors;

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

                      (3) Debt the proceeds of which are used to acquire assets
                      of the Company and its Subsidiaries; provided that, after
                      giving effect to the Issuance of any such Debt that
                      otherwise complies with this clause (3), the aggregate
                      amount of all Debt then outstanding at any time under this
                      clause (3), including all Refinancings thereof then
                      outstanding, shall not at any time exceed $80,000,000;

                      (4) Acquired Debt;

                      (5) (x) Debt outstanding on the Issue Date (including the
                      2005 Notes, the 2006 Notes, the 2007 Notes and the 2008
                      Notes) and (y) Debt Issued to Refinance any Debt permitted


                                       29
<PAGE>   35
                      by clause (a), this clause (5) or by clauses (1) and (3)
                      of this Section 4.09(b); provided that, in the case of a
                      Refinancing, (i) the amount of the Debt so Issued shall
                      not exceed the principal amount or the accreted value (in
                      the case of Debt Issued at a discount) of the Debt so
                      Refinanced plus, in each case, the reasonable costs
                      incurred by the issuer in connection with such
                      Refinancing, (ii) the Average Life and Stated Maturity of
                      the Debt so Issued shall equal or exceed that of the Debt
                      so Refinanced, (iii) the Debt so Issued shall not rank
                      senior in right of payment to the Debt being Refinanced,
                      (iv) if the Debt being Refinanced does not bear interest
                      in cash prior to a specified date, the Refinancing Debt
                      shall not bear interest in cash prior to such specified
                      date, (v) if the Debt being Refinanced is Debt permitted
                      by clause (3), such Refinancing Debt is not secured by any
                      assets not securing the Debt so Refinanced or improvements
                      or additions thereto, or replacements thereof, and (vi)
                      the obligors with respect to the Refinancing Debt shall
                      not include any Persons who were not obligors (including
                      predecessors thereof) with respect to the Debt being
                      Refinanced;

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

                      (7) Debt under the Credit Agreement or any Refinancing
                      thereof; provided that the aggregate outstanding amount
                      thereunder does not at any time exceed $150,000,000;

                      (8) Debt secured by Receivables, including to Refinance
                      the Receivables Financing Agreement, provided that the
                      amount of such Debt does not exceed 85% of the face amount
                      of the Receivables; and

                      (9) Debt (other than Debt identified in clauses (1)
                      through (8) above) in an aggregate principal amount
                      outstanding at any one time not to exceed $100,000,000.

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

                               (1) Preferred Stock of the Company or any
           Subsidiary of the Company issued to and held by the Company or a
           Wholly-Owned Recourse Subsidiary of the Company; provided that any
           subsequent transfer of such Preferred Stock (other than to the
           Company or to a Wholly-Owned Recourse Subsidiary of the Company) or
           such Wholly-Owned Recourse Subsidiary of the Company ceasing to be a
           Wholly-Owned Recourse Subsidiary of the Company shall be deemed, in
           each case, to constitute the Issuance of such Preferred Stock by the
           Company or such Subsidiary;

                               (2) Preferred Stock (other than Preferred Stock
           described in clause (1) but including the Preferred Stock referred to
           in the proviso to clause (1) above); provided that the liquidation
           value of any Preferred Stock issued pursuant to this clause (2) shall
           constitute Debt for purposes of this Section 4.09 and dividends on
           such Preferred Stock shall be included in determining Consolidated


                                       30
<PAGE>   36
           Interest Expense of the Company for purposes of calculating the
           Consolidated EBITDA Coverage Ratio of the Company under paragraph (a)
           of this Section 4.09; and

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

                     (d) To the extent the Company or any of its Subsidiaries
           Guarantees any Debt of the Company or any other Subsidiary, such
           Guarantee and such Debt will be deemed to be the same Debt and only
           the amount of the Debt will be deemed to be outstanding. If the
           Company or any of its Subsidiaries Guarantees any Debt of a Person
           that, subsequent to the Issuance of such Guarantee, becomes a
           Subsidiary of the Company, such Guarantee and the Debt so Guaranteed
           shall be deemed to be the same Debt, which shall be deemed to have
           been Issued when the Guarantee was Issued and shall be deemed to be
           permitted to the extent the Guarantee was permitted when Issued.

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

           (i) 75% of the cumulative Consolidated Net Income (or minus 100% of
           the cumulative Consolidated Net Loss) of the Company accrued during
           the period beginning on the Commencement Date and ending on the last
           day of the fiscal quarter for which financial information has been
           made publicly available by the Company but ending no more than 135
           days prior to the date of such Restricted Payment or Restricted
           Investment (treating such period as a single accounting period);

           (ii) 100% of the net cash proceeds, including the fair market value
           of property other than cash as determined by the Board of Directors
           of the Company in good faith, as evidenced by a Board Resolution,
           received by the Company from any Person (other than a Subsidiary of
           the Company) from the Issuance and sale subsequent to the
           Commencement Date of Capital Stock of the Company (other than
           Redeemable Stock) or as a capital contribution; provided that, if the
           value of the non-cash contribution is in excess of
           $10,000,000 the Company shall have received the written opinion of a
           nationally recognized investment banking firm that the terms thereof,
           from a financial point of view, are fair to the shareholders of the
           Company or such Subsidiary, in their capacity as such (the
           determination as to the value of any non-cash consideration referred
           to in this clause (ii) to be made by such investment banking firm),
           and such opinion shall have been delivered to the Trustee;


                                       31
<PAGE>   37
           (iii) 100% of the net cash proceeds received by the Company from the
           exercise of options or warrants on Capital Stock of the Company
           (other than Redeemable Stock) since the Commencement Date;

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

           (v) $60,000,000.

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

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

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

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

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

                               (4) repurchases of Capital Stock of the Company,
           in each case from employees of the Company or any of its Subsidiaries
           (other than any Permitted Holder); provided, however, that the
           aggregate amount of Restricted Payments made under this clause shall
           not exceed $1,500,000 in any fiscal year.

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


                                       32
<PAGE>   38
           Section 4.11. Limitation on Liens. The Company shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, incur or suffer
to exist any Liens upon their respective property or assets whether owned on the
Issue Date or acquired after such date, or on any income or profits therefrom,
other than the following:

                               (1) Liens existing on the Issue Date;

                               (2) Permitted Liens;

                               (3) Purchase money Liens on assets of the Company
           and its Subsidiaries or improvements or additions thereto existing or
           created within 180 days after the time of acquisition of or
           improvements or additions to such assets, or replacements thereof;
           provided that (i) such acquisition, improvement or addition is
           otherwise permitted by this Indenture, (ii) the principal amount of
           Debt (including Debt in respect of Capitalized Lease Obligations)
           secured by each such Lien on each asset shall not exceed the cost
           (including all such Debt secured thereby, whether or not assumed) of
           the item subject thereto, and such Liens shall attach solely to the
           particular item of property so acquired, improved or added and any
           additions or accessions thereto, or replacements thereof, and (iii)
           the aggregate amount of Debt secured by Liens permitted by this
           clause (3) shall not at any time exceed $40,000,000;

                               (4) Liens to secure Refinancing of any Debt
           secured by Liens described in clauses (l)-(3) above and (5) below;
           provided that (i) Refinancing does not increase the principal amount
           of Debt being so Refinanced and (ii) the Lien of the Refinancing Debt
           does not extend to any asset not securing the Debt being Refinanced
           or improvements or additions thereto, or replacements thereof;

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

                               (6) Liens on Receivables securing Debt permitted
           by Section 4.09(b)(8);

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

                               (8) Liens on assets of the Company and its
           Subsidiaries in addition to those referred to in clauses (1)-(7),
           provided that such Liens only secure Debt of the Company and its


                                       33
<PAGE>   39
           Subsidiaries in an aggregate amount not to exceed at any one time
           outstanding $60,000,000.

                     Section 4.12. Limitation on Transactions with Affiliates.
(a) The Company shall not enter, and shall not permit any of its Subsidiaries to
enter, directly or indirectly, into any transaction or series of related
transactions with any Affiliate of the Company (other than (x) the making of a
Restricted Payment or Restricted Investment otherwise permitted by Section 4.10
or those transactions specifically permitted by Section 4.10(b), (y)
transactions between or among Non-Recourse Subsidiaries of the Company or (z)
transactions between or among the Company and its Subsidiaries (other than
Non-Recourse Subsidiaries)) including, without limitation, any loan, advance or
investment or any purchase, sale, lease or exchange of property or the rendering
of any service, unless the terms of such transaction or series of transactions
are set forth in writing and at least as favorable as those available in a
comparable transaction in arms-length dealings from an unrelated Person;
provided that (i) if any such transaction or series of related transactions
(other than any purchase or sale of inventory in the ordinary course of
business, but including entering into any long-term arrangement involving the
purchase of granules or glass fiber from, or the provision of management
services of the type currently provided under the Management Agreement by, an
Affiliate of the Company, including ISP or a Subsidiary thereof) involves
aggregate payments or other consideration in excess of $10,000,000, such
transaction or series of related transactions shall be approved (and the value
of any non-cash consideration shall be determined) by a majority of those
members of the Board of Directors of the Company or such Subsidiary, as the case
may be, having no personal stake in such business, transaction or transactions;
and (ii) in the event that such transaction or series of related transactions
(other than any purchase or sale of inventory in the ordinary course of business
or other than purchases of granules or glass fiber from an Affiliate of the
Company, including ISP or a Subsidiary thereof) involves aggregate payments or
other consideration in excess of $35,000,000 (with the value of any non-cash
consideration being determined by a majority of those members of the Board of
Directors of the Company or such Subsidiary, as the case may be, having no
personal stake in such business, transaction or transactions), the Company or
such Subsidiary, as the case may be, shall have also received a written opinion
from a nationally recognized investment banking firm that such transaction or
series of related transactions is fair to the shareholders, in their capacity as
such, of the Company or such Subsidiary from a financial point of view and such
opinion has been delivered to the Trustee; provided further, in the event that
each member of the Board of Directors of the Company or the Subsidiary, as the
case may be, proposing to engage in a transaction or series of related
transactions described in the preceding proviso has a personal stake in such
business, transaction or transactions, the Company or such Subsidiary may enter
into such transaction or series of transactions if the Company or such
Subsidiary, as the case may be, shall have received the written opinion of a
nationally recognized investment banking firm that the terms thereof, from a
financial point of view, are fair to the shareholders of the Company or such
Subsidiary, in their capacity as such (the determination as to the value of any
non-cash consideration referred to in the preceding proviso to be made by such
investment banking firm), and such opinion shall have been delivered to the
Trustee.

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


                                       34
<PAGE>   40
                               (1) the purchase of granules from an Affiliate of
           the Company, including ISP or a Subsidiary of ISP, provided that (a)
           subject to Section 4.12(c), the price and other terms shall not be
           less favorable to the Company than those set forth in the Granules
           Contracts or (b) a nationally recognized investment banking firm or
           accounting firm has delivered a written opinion to the Company to the
           effect that either the terms thereof are fair to the Company from a
           financial point of view or are on terms at least as favorable to the
           Company as those available in comparable transactions in arms-length
           dealings from an unrelated third party;

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

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

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

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

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

                               (7) payments made pursuant to the Tax Sharing
           Agreement; or

                               (8) purchases made pursuant to the Glass Fiber
           Contract; provided that the terms of such contract are set forth in
           writing and are at least as favorable to the Company as those
           available in a comparable transaction in arms-length dealings with an
           unrelated Person.

                     (c) The Company shall not, and shall not permit any of its
Subsidiaries to, amend, modify or waive any provision of the Tax Sharing
Agreement, the Granules Contracts or the Glass Fiber Contract in any manner
which is significantly adverse to the Company or the holders of the Notes (it
being understood that an extension or modification of any of the Granules
Contracts (or any similar granules purchase contract) or the Glass Fiber


                                       35
<PAGE>   41
Contract on terms at least as favorable to the Company as those available at the
time of the extension or modification (or any such new agreement) in a
comparable transaction in arms-length dealings with an unrelated Person shall
not be deemed significantly adverse to the Company or the Holders).

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

                               (1) applicable law;

                               (2) this Indenture and the indentures governing
           the 2005 Notes, the 2006 Notes, the 2007 Notes and the 2008 Notes;

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

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

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

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

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

                     Section 4.14. Change of Control. (a) In the event of any
Change of Control, each Holder shall have the right, at such Holder's option, to
require the Company to purchase all or any portion (in integral multiples of
$1,000) of such Holder's Securities on the date (the "Change of Control Payment
Date") which is 25 Business Days after the date the Change of Control Notice (as


                                       36
<PAGE>   42
defined below) is mailed or is required to be mailed (or such later date as is
required by applicable law) at 101% of the principal amount thereof, plus
accrued interest to the Change of Control Payment Date (the "Put Amount").

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

                     Each Change of Control Notice shall state:

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

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

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

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

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

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

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

                               (8) the circumstances and relevant facts
           regarding such Change of Control, including but not


                                       37
<PAGE>   43
           limited to the identity of the purchaser and pro forma financial
           information; and

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

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

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

                     Section 4.15. Limitation on Asset Sales. (a) The Company
shall not, and shall not permit any of its Subsidiaries, directly or indirectly,
to, consummate an Asset Sale unless:

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

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

                               (3) in the case of an Asset Sale by the Company
           or any of its Subsidiaries, the Company shall commit to apply the Net
           Cash Proceeds of such Asset Sale within 300 days of the consummation
           of such Asset Sale, and shall apply such Net Cash Proceeds within 360
           days of receipt thereof (i) to invest in the businesses that the
           Company and its Recourse Subsidiaries are engaged in at the time of
           such Asset Sale or any like or related business, (ii) to pay or
           satisfy any Debt of the Company or any of its Subsidiaries (other
           than Debt which is subordinated by its terms to the Securities) or
           Preferred Stock of a Subsidiary, including the Debt referred to in
           the last sentence of the definition thereof or make provision for the
           payment thereof, through an escrow or other fund, and/or (iii) to


                                       38
<PAGE>   44
           offer to purchase the Securities in a tender offer (a "Net Proceeds
           Offer") at a redemption price equal to 100% of the principal amount
           thereof plus accrued interest thereon to the date of purchase;
           provided, however, that the Company shall, to the extent required
           under the indentures governing the 2005 Notes, the 2006 Notes, the
           2007 Notes and the 2008 Notes, first offer to purchase any
           outstanding 2006 Notes in a tender offer at a redemption price equal
           to 100% of the accreted value thereof to the date of redemption, and
           then offer to purchase any outstanding 2007 Notes, in a tender offer
           at a redemption price equal to 100% of the principal amount thereof
           plus accrued interest thereon to the date of purchase, and then offer
           to purchase any outstanding 2005 Notes, in a tender offer at a
           redemption price equal to 100% of the principal amount thereof plus
           accrued interest thereon to the date of repurchase, and then offer to
           purchase any outstanding 2008 Notes, in a tender offer at a
           redemption price equal to 100% of the principal amount thereof plus
           accrued interest thereon to the date of purchase, provided, further,
           however, that the Company may defer making a Net Proceeds Offer until
           the aggregate Net Cash Proceeds from Asset Sales to be applied
           pursuant to this clause (3)(iii) equal or exceed $25,000,000;

provided that (i) the Company and its Subsidiaries may retain up to $7,000,000
of Net Cash Proceeds from Asset Sales in any twelve-month period (without
complying with clause (3)), and (ii) any Asset Sale that would result in a
Change of Control shall not be governed by this Section 4.15 but shall be
governed by the provisions described under Section 4.14 and paragraph 5(a) of
the Securities.

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

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

           (2) the purchase price and the purchase date (which shall be
           determined in accordance with Section 4.15(a)) (the "Proceeds
           Purchase Date);

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

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


                                       39
<PAGE>   45
           (5) that Holders electing to have a Security purchased pursuant to a
           Net Proceeds Offer will be required to surrender the Security, with
           the form entitled "Option of Holder to Elect Purchase" on the reverse
           of the Security completed, to the Paying Agent at the address
           specified in the notice prior to the close of business on the
           Business Day prior to the Proceeds Purchase Date;

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

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

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

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

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

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

                     Section 4.18. Consents, etc. The Company shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, pay or
cause to be paid any fee, interest or other amount to any Holders in connection


                                       40
<PAGE>   46
with any consent, waiver or amendment to this Indenture or the Securities,
unless such fee, interest or other amount is offered or agreed to be paid to all
Holders who are given the same opportunity to so consent, waive or agree to
amend and who, in fact, so consent, waive or agree to amend.


                                   ARTICLE V.
                              SUCCESSOR CORPORATION


           Section 5.01. When the Company May Merge, etc. The Company shall not
consolidate with or merge with or into or sell, assign, transfer or lease all or
substantially all of its properties and assets (either in one transaction or in
a series of related transactions) to any Person, unless:

                               (1) the Company shall be the continuing Person,
           or the resulting, surviving or transferee Person (if other than the
           Company) shall be a corporation organized and existing under the laws
           of the United States or any State thereof or the District of Columbia
           and shall expressly assume, by an indenture supplemental hereto,
           executed and delivered to the Trustee, in form reasonably
           satisfactory to the Trustee, all the obligations of the Company under
           the Securities and this Indenture, and this Indenture shall remain in
           full force and effect;

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

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

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

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

                     Section 5.02. Successor Corporation Substituted. Upon any
consolidation or merger or any sale, assignment, transfer or lease of all or
substantially all of the assets of the Company in accordance with Section 5.01,


                                       41
<PAGE>   47
the successor corporation formed by such consolidation or into which the Company
is merged or to which such sale, assignment, transfer or lease is made, shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture, with the same effect as if such successor
corporation had been named as the Company herein, and, except in the case of a
lease, the Company will be discharged from all obligations and covenants under
this Indenture and the Securities.


                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES


                     Section 6.02. Events of Default. An "Event of Default"
occurs if:

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

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

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

                               (4) the Company fails to comply for 30 days after
           notice with any of its obligations under Sections 4.03, 4.06 and 4.09
           through 4.14, inclusive;

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

                               (6) principal of or interest on Debt of the
           Company or any of its Significant Subsidiaries is not paid within any
           applicable grace period or is accelerated by the holders thereof
           because of a default and the total amount that is unpaid or
           accelerated exceeds $15,000,000 or its foreign currency equivalent
           and such default continues for five days after notice;

                               (7) the Company or any of its Significant
           Subsidiaries (A) admits in writing its inability to pay its debts
           generally as they become due, (B) commences a voluntary case or
           proceeding under any Bankruptcy Law with respect to itself, (C)
           consents to the entry of a judgment, decree or order for relief
           against it in an involuntary case or proceeding under any Bankruptcy
           Law, (D) consents to the appointment of a Custodian of it or for
           substantially all of its property, (E) consents to or acquiesces in
           the institution of a bankruptcy or an insolvency proceeding against
           it, (F) makes a general assignment for the benefit of its creditors,
           or (G) takes any corporate action to authorize or effect any of the
           foregoing;

                                       42
<PAGE>   48
                               (8) any judgment or order for the payment of
           money in excess of $15,000,000 in the aggregate is rendered against
           the Company or any of its Significant Subsidiaries and (i) there is a
           period of 60 days following the entry of such judgment or order
           during which such judgment or order is not discharged, waived or the
           execution thereof stayed and such default continues for 10 days after
           the notice specified below or (ii) foreclosure proceedings therefor
           have begun and have not been stayed within five days of the
           commencement of such foreclosure proceeding; or

                               (9) except as permitted by this Indenture, any
           Subsidiary Guarantee shall be held in any judicial proceeding to be
           unenforceable or invalid or shall cease for any reason to be in full
           force and effect or any Guarantor, or any Person acting on behalf of
           any Guarantor, shall deny or disaffirm its obligations under its
           Subsidiary Guarantee.

                     A Default under clauses (4), (5), (6), (8) or (9) is not an
Event of Default until the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Securities notify the Company in writing of
the Default, and the Company does not cure the Default within the time specified
in such clause after receipt of such notice. Such notice shall be given by the
Trustee if so requested in writing by the Holders of at least 25% in aggregate
principal amount of the outstanding Securities. When a Default under clause (4),
(5), (6), (8) or (9) is cured or remedied within the specified period, it ceases
to exist.

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

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

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

                     Section 6.03. Other Remedies. Notwithstanding any other
provision of this Indenture, if an Event of Default occurs and is continuing and
the Holders are entitled to payment as a result of acceleration, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the


                                       43
<PAGE>   49
payment of principal of and/or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

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

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

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

                     Section 6.06. Limitation on Remedies. Except as provided in
Section 6.07, a Securityholder may not pursue any remedy with respect to this
Indenture or the Securities unless:

           (1) the Holder gives to the Trustee written notice of a continuing
           Event of Default;

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

           (3) such Holder or Holders offer and provide to the Trustee
           reasonable indemnity or security satisfactory to the Trustee against
           any loss, liability or expense;

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

           (5) during such 60-day period, the Holders of a majority in aggregate
           principal amount of the outstanding Securities do not give the
           Trustee a direction which, in the opinion of the Trustee, is
           inconsistent with the request.


                                       44
<PAGE>   50
                     A Securityholder may not use this Indenture to prejudice
the rights of another Securityholder or to obtain a preference or priority over
such other Securityholder.

                     Section 6.07. Rights of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of the principal amount of and interest on the
Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

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

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

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

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

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

                     Third: to the Company.


                                       45
<PAGE>   51
                     The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10.

                     Section 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07, or a suit by any Holder or a group of Holders of more than 10% in
principal amount of the outstanding Securities.

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

                                  ARTICLE VII.

                                    TRUSTEE

                     Section 7.01. Rights of Trustee. Subject to TIAss. 315(a)
through (d):

                     (A) The Trustee may conclusively rely on any document
whether in its original or facsimile form believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

                     (B) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate and/or an Opinion of Counsel, which shall
conform to Section 11.05. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officers' Certificate
and/or Opinion of Counsel.

                     (C) The Trustee may act through its attorneys and agents
and shall not be responsible for the misconduct or negligence of any agent
appointed with due care.

                     (D) The Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers; provided that the Trustee's conduct does not constitute
negligence.

                     (E) The Trustee may consult with counsel of its own
choosing and the advice or opinion of such counsel as to matters of law shall be
full and complete authorization and protection in respect of any action taken,


                                       46
<PAGE>   52
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

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

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

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

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

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

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

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

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

                     Section 7.07. Compensation and Indemnity. The Company
agrees that it shall pay to the Trustee from time to time such compensation as
the Company and the Trustee shall agree in writing for its services. The


                                       47
<PAGE>   53
Trustee's compensation shall not be limited by any law on compensation relating
to the trustee of an express trust. The Company agrees that it shall reimburse
the Trustee upon request for all reasonable disbursements, expenses and advances
incurred or made by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel. Such expenses
shall also include any taxes or other reasonable costs incurred by the trust
created under Section 8.01.

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

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

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

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

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

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

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


                                       48
<PAGE>   54
           (3) a receiver or other public officer takes charge of the Trustee or
           its property; or

           (4) the Trustee becomes incapable of acting.

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

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

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

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

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

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

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


                                       49
<PAGE>   55
                     Section 7.11. Preferential Collection of Claims Against the
Company. The Trustee is subject to TIA ss. 311(a), excluding from the operation
of TIA ss. 311(a) any creditor relationship listed in TIA ss. 311(b). A Trustee
who has resigned or been removed shall be subject to TIA ss. 311(a) to the
extent indicated therein.

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

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

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

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

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

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

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

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

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

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


                                       50
<PAGE>   56
                     Section 7.13. Trustee's Application for Instructions from
the Company. Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                  ARTICLE VIII.

                       DISCHARGE OF INDENTURE; DEFEASANCE

                     Section 8.01. Discharge of Liability on Securities
Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (ii) all outstanding Securities have become due and payable, and
the Company irrevocably deposits with the Trustee money sufficient to pay at
maturity all outstanding Securities, including interest thereon, if any, (other
than Securities replaced pursuant to Section 2.07) and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Sections 8.01(c) and 8.06, cease to be of further
effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel as to the satisfaction of all conditions to such
satisfaction and discharge of this Indenture and at the cost and expense of the
Company.

                     (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Company
may at any time terminate (i) all its obligations and all obligations of the
Guarantors under the Securities and this Indenture ("legal defeasance"), or (ii)
its obligations under Sections 4.03, 4.04, 4.06, 4.08 through 4.17, inclusive,
and the operation of Section 6.01(3), 6.01(4), 6.01(5), 6.01(6), 6.01(7) (with
respect only to Significant Subsidiaries) and 6.01(8) and the limitations
contained in Section 5.01(3) and (4) ("covenant defeasance").

                     The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If the
Company exercises its legal defeasance option, payment of the Securities may not
be accelerated because of an Event of Default with respect thereto.

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

                     (c) Notwithstanding clauses (a) and (b) above, the
Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08,
8.04, 8.05 and 8.06 and each Guarantor's guarantee of such obligations under its


                                       51
<PAGE>   57
Subsidiary Guarantee shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall
survive.

                     Section 8.02. Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

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

           (2) the Company delivers to the Trustee a certificate from a
           nationally recognized firm of independent accountants expressing
           their opinion that the payments of principal and interest when due
           and without reinvestment on the deposited U.S. Government Obligations
           plus any deposited money without investment will provide cash at such
           times and in such amounts as will be sufficient to pay principal and
           interest, if any, when due on all the Securities to maturity or
           redemption, as the case may be;

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

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

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

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

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

                     Notwithstanding the foregoing provisions of this Section,
the conditions set forth in the foregoing paragraphs (2), (3), (4), (5), (6) and
(7) need not be satisfied so long as, at the time the Company makes the deposit
described in paragraph (1), (i) no Default under Section 6.01(1), 6.01(2),
6.01(7) or 6.01(8) has occurred and is continuing on the date of such deposit
and after giving effect thereto and (ii) either (x) a notice of redemption has


                                       52
<PAGE>   58
been mailed pursuant to Section 3.03 providing for redemption of all the
Securities 30 days after such mailing and the provisions of Section 3.01 with
respect to such redemption shall have been complied with or (y) the Stated
Maturity of all of the Securities will occur within 30 days. If the conditions
of the preceding sentence are satisfied the Company shall be deemed to have
exercised its covenant defeasance option.

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

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

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

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

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

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


                                       53
<PAGE>   59
                                   ARTICLE IX.

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


                     Section 9.01. Without Consent of Holders. The Company, when
authorized by a resolution of its Board of Directors, and the Trustee may amend
or supplement this Indenture or the Securities without notice to or consent of
any Securityholder:

           (1) to cure any ambiguity, defect or inconsistency;

           (2) to comply with Article V;

           (3) to provide for uncertificated Securities in addition to
           certificated Securities;

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

           (5) to make any change that would provide any additional benefit or
           rights to the Securityholders or that does not adversely affect the
           rights of any Securityholder;

           (6) to provide for issuance of the Exchange Securities or Private
           Exchange Notes, if applicable, which will have terms substantially
           identical in all material respects to the Initial Securities (except
           that, with respect to the Exchange Securities, the transfer
           restrictions contained in the Initial Securities will be modified or
           eliminated, as appropriate), and which will be treated together with
           any outstanding Initial Securities, as a single issue of securities;

           (7) to release any Guarantor from its obligations hereunder in
           accordance with the terms of this Indenture; or

           (8) to provide for issuance of the Additional Securities and to
           reflect any registration rights agreement executed in connection with
           such Additional Securities, including any exchange securities and
           private exchange notes referred to therein, which exchange securities
           and private exchange notes shall have substantially the identical
           terms and be in substantially the identical form as the Exchange
           Securities and Private Exchange Notes, respectively.

                     Notwithstanding the above, the Trustee and the Company may
not make any change that adversely affects the rights of any Securityholders
hereunder.

                     Section 9.02. With Consent of Holders. Subject to Section
6.07, the Company, when authorized by resolution of its Board of Directors, and
the Trustee may amend this Indenture or the Securities with the written consent
of the Holders of a majority in aggregate principal amount of the Securities
then outstanding, and the Holders of a majority in aggregate principal amount of


                                       54
<PAGE>   60
the Securities then outstanding by written notice to the Trustee may waive
future compliance by the Company with any provision of this Indenture or the
Securities.

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

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

                     (B) reduce the percentage in principal amount of the
outstanding Securities, the consent of the Holders of which is required for any
supplemental indenture or the consent of the Holders of which is required for
any waiver of compliance with provisions of this Indenture or Defaults hereunder
and their consequences provided for in this Indenture;

                     (C) modify any of the provisions relating to supplemental
indentures requiring the consent of Holders or relating to the waiver of past
defaults or relating to the waiver of covenants, except to increase any such
percentage of outstanding Securities required for such actions or to provide
that certain other provisions of this Indenture cannot be modified or waived
without the consent of each Securityholder affected thereby;

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

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

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

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

                     (H) release any Guarantor from its Subsidiary Guarantee
other than in accordance with the terms of this Indenture.

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


                                       55
<PAGE>   61
                     After an amendment or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of
each Security affected thereby, with a copy to the Trustee, a notice briefly
describing the amendment or waiver. Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such amendment, waiver or consent. Except as otherwise
provided in this Section 9.02, the Holders of a majority in aggregate principal
amount of the Securities then outstanding may waive compliance in a particular
instance by the Company with any provisions of this Indenture or the Securities.

                     Section 9.03. Revocation and Effect of Consents. Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
is a continuing consent by such Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security. Such revocation shall be effective only if the Trustee
receives the notice of revocation before the date the amendment, supplement or
waiver becomes effective.

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

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

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

                     Section 9.06. Trustee May Sign Amendments, etc. The Trustee
shall sign any amendment, supplement or waiver authorized pursuant to this
Article IX if the amendment, supplement or waiver does not adversely affect the


                                       56
<PAGE>   62
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment, supplement or waiver, the Trustee shall be entitled to receive and,
subject to TIA ss. 315(a) through (d), shall be fully protected in relying upon,
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
such amendment, supplement or waiver is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.

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

                                    ARTICLE X

                              SUBSIDIARY GUARANTEES


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

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

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

                     Notwithstanding anything to the contrary contained herein,
at law or otherwise, the obligations of each Guarantor hereunder, and the rights
of the Trustee and each Holder hereunder, shall be construed as equal and pari


                                       57
<PAGE>   63
passu to the obligations of each such Guarantor under that certain Subsidiary
Guaranty, dated as of August 18, 1999, among the guarantors party thereto and
The Bank of New York, as Administrative Agent (as amended, supplemented or
otherwise modified from time to time, the "Revolving Credit Subsidiary
Guaranty") and the rights of The Bank of New York, as Administrative Agent, and
the Lenders under the Revolving Credit Subsidiary Guaranty.

                     Section 10.02. Unconditional Obligations. The obligations
of each Guarantor hereunder shall not be discharged except by complete
performance of the Guaranteed Obligations as contemplated in this Indenture and
the Securities. The obligations of each Guarantor hereunder shall not be
affected by (a) the failure of any Holder or the Trustee to assert any claim or
demand or to enforce any right or remedy against the Company or any other Person
under this Indenture, the Securities or any other agreement or otherwise; (b)
any extension or renewal of any agreement referred to in clause (a) of this
paragraph; (c) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the
Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee
to exercise any right or remedy against any other Guarantor of the Guaranteed
Obligations or any other Person; or (f) except as provided in Section 10.08, any
change in the ownership of such Guarantor. Each Guarantor hereby waives notice
of acceptance of its Subsidiary Guarantee herein and notice of any liability to
which it may apply, and waives promptness, diligence, presentment, demand of
payment, protest, notice of dishonor or any right to require a proceeding or the
taking of other action by the Trustee or any Holder against, and any other
notice to, any other Guarantor or the Company.

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

                     Section 10.04. Subrogation; Acceleration. Each Guarantor
agrees that it shall not be entitled to any right of subrogation in respect of
any Guaranteed Obligations until payment in full of all Guaranteed Obligations.
Each Guarantor further agrees that, as between it, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed


                                       58
<PAGE>   64
Obligations may be accelerated as provided in Article VI for the purposes of
such Guarantor's Subsidiary Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations, and (y) in the event of any declaration of acceleration
of such obligations as provided in Article VI, such Guaranteed Obligations
(whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purposes hereof.

                     Section 10.05. Enforcement. The Holders agree that each
Guarantor's obligations hereunder may be enforced only by the action of the
Trustee in accordance with the terms of this Indenture and that no other Holder
shall have any right individually to seek to enforce the obligations of the
Guarantors hereunder. The Holders further agree that each Guarantor's
obligations hereunder may not be enforced against any director, officer,
employee, or stockholder of any Guarantor (except to the extent such stockholder
is also a Guarantor hereunder).

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

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

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

                                       59
<PAGE>   65
                     Section 10.08. When the Guarantors May Merge, etc. No
Guarantor shall consolidate with or merge with or into or sell, assign, transfer
or lease all or substantially all of its properties and assets (either in one
transaction or in a series of related transactions) to any Person, unless:

                               (1) such Guarantor shall be the continuing
           Person, or the resulting, surviving or transferee Person (if other
           than such Guarantor) shall be a corporation organized and existing
           under the laws of the United States and or any State thereof or the
           District of Columbia, shall (subject to the last paragraph of this
           Section 10.08) be a Subsidiary of the Company and shall expressly
           assume, by an indenture supplemental hereto, executed and delivered
           to the Trustee, in form reasonably satisfactory to the Trustee, all
           the obligations of such Guarantor under its Subsidiary Guarantee and
           this Indenture, and this Indenture shall remain in full force and
           effect;

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

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

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

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

                     In the event that all of the capital stock of one or more
Guarantors is sold or otherwise disposed of or liquidated in compliance with the
requirements of this Indenture and the proceeds of such sale, disposition or
liquidation are applied, to the extent applicable, in accordance with the
provisions of this Indenture, such Guarantor shall upon consummation of such
sale or other disposition (except to the extent that such sale or disposition is
to the Company or another Subsidiary thereof) be released from its obligations
hereunder automatically and without further action and the Subsidiary Guarantee
herein shall, as to each such Guarantor or Guarantors, terminate, and have no
further force or effect. At the request of the Company, the Trustee shall
execute and deliver an appropriate instrument evidencing such release.


                                       60
<PAGE>   66
                     Section 10.09. Miscellaneous. (a) Neither the obligations
of any Guarantor hereunder nor any provision of its Subsidiary Guarantee herein
may be changed, waived, discharged or terminated except with the written consent
of each Guarantor directly affected thereby and, subject to Section 9.02(H),
with the written consent of the Holders of a majority in aggregate principal
amount of the outstanding Securities.

                     (b) All notices, requests, demands or other communications
pursuant to this Article X shall be made in accordance with Section 11.02 of
this Indenture.

                     Section 10.10. Execution and Delivery of Notation of
Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section
10.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit E shall be endorsed by an Officer
of such Guarantor on each Security authenticated and delivered by the Trustee
and that this Indenture shall be executed on behalf of such Guarantor by an
Officer of such Guarantor.

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

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

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

                                   ARTICLE XI.

                                  MISCELLANEOUS

                     Section 11.01. Trust Indenture Act of 1939. This Indenture
is subject to the provisions of the TIA that are required to be a part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.

                     Section 11.02. Notices. Any notice or communication shall
be sufficiently given if in writing and delivered in person or mailed by first
class mail, postage prepaid, addressed as follows:

                     If to the Company or any Guarantor, to:

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


                                       61
<PAGE>   67
                     If to the Trustee, to:

                              The Bank of New York
                              101 Barclay Street, 21 West
                              New York, New York  10286
                              Attention:  Corporate Trust Trustee Administration

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

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

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

                     Section 11.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA ss. 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA ss. 312(c).

                     Section 11.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

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

                     Section 11.05. Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than pursuant to Section
4.05(b)) shall include:

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


                                       62
<PAGE>   68
                               (2) a brief statement as to the nature and
           scope of the examination or investigation upon which
           the statement or opinions contained in such certificate or opinion
           are based;

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

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

                     Section 11.06. Rules by Trustee, Paying Agent, Registrar.
The Trustee may make reasonable rules for action by or at a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules for its
functions.

                     Section 11.07. Governing Law. The laws of the State of New
York shall govern this Indenture and the Securities without regard to principles
of conflicts of law. The Trustee, the Company, the Guarantors and the
Securityholders agree to submit to the jurisdiction of the courts of the State
of New York in any action or proceeding arising out of or relating to this
Indenture or the Securities.

                     Section 11.08. No Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any of its Subsidiaries. No such indenture, loan or debt
agreement may be used to interpret this Indenture.

                     Section 11.09. No Recourse Against Others. No director,
officer, employee, stockholder or Affiliate, as such, of the Company shall have
any liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability.

                     Section 11.10. Legal Holidays. A "Legal Holiday" is a
Saturday, Sunday or a day on which banking institutions in New York, New York
are not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday and interest shall not accrue for the intervening period.

                     Section 11.11. Successors. All agreements of the Company
and the Guarantors in this Indenture and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors.


                                       63
<PAGE>   69
                     Section 11.12. Duplicate Originals. The parties may sign
any number of copies of this Indenture. Each signed copy shall be an original,
but all such executed copies together represent the same agreement.

                     Section 11.13. Separability. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, and a Holder shall have no claim
therefor against any party hereto.

                     Section 11.14. Table of Contents, Headings, etc. The Table
of Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

                     Section 11.15. Benefits of Indenture. Nothing in this
Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.











                                       64
<PAGE>   70
                                   SIGNATURES

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



                               BUILDING MATERIALS CORPORATION OF AMERICA

                               By: /s/ Susan B. Yoss
                                   --------------------------------------------
                                   Name:  Susan B. Yoss
                                   Title: Senior Vice President and Treasurer



                               BUILDING MATERIALS MANUFACTURING CORPORATION

                               By: /s/ Susan B. Yoss
                                   --------------------------------------------
                                   Name:  Susan B. Yoss
                                   Title: Senior Vice President and Treasurer



                               BUILDING MATERIALS INVESTMENT CORPORATION

                               By: /s/ Susan B. Yoss
                                   --------------------------------------------
                                   Name:  Susan B. Yoss
                                   Title: Senior Vice President and Treasurer



                               THE BANK OF NEW YORK,
                               as Trustee

                               By: /s/ Marie E. Trimboli
                                   --------------------------------------------
                                   Name: Marie E. Trimboli
                                   Title: Assistant Treasurer




                                       65
<PAGE>   71
                                                                    EXHIBIT A

             [FORM OF FACE OF INITIAL SECURITY/ADDITIONAL SECURITY]

THE SECURITY (OR ITS PREDECESSORS) EVIDENCED HEREBY HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY OR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES (A) TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY ONLY (1) TO THE COMPANY OR A SUBSIDIARY THEREOF, (2) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A 'QUALIFIED INSTITUTIONAL BUYER'
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL
'ACCREDITED INVESTOR' (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT OR (6) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND IN THE CASE OF A
TRANSFER PURSUANT TO CLAUSE (4), (5) OR (6), BASED ON AN OPINION OF COUNSEL IF
THE COMPANY SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE.

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT:
FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $971.61,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $28.39, THE ISSUE DATE IS JULY 5, 2000
AND THE YIELD TO MATURITY IS 12.00% PER ANNUM.




                                      A-1
<PAGE>   72
No.                                                            $_______________

                                                              CUSIP No. _______

                    BUILDING MATERIALS CORPORATION OF AMERICA

                          10.50% SENIOR NOTES DUE 2002

                     BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware
corporation (the "Company"), promises to pay to

                     , or registered assigns, the principal sum of
                     Dollars on October 1, 2002.

                     Interest Payment Dates:  April 1 and October 1, commencing
                     October 1, 2000.

                     Record Dates:  March 15 and September 15.

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
















                                      A-2
<PAGE>   73
                     IN WITNESS WHEREOF, the Company has caused this Security to
be signed manually or by facsimile by its duly authorized officers.


                                        BUILDING MATERIALS CORPORATION
                                          OF AMERICA

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


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

Dated: July 5, 2000

Trustee's Certificate of Authentication

This is one of the 10.50% Senior Notes due 2002 described in the
within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

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









                                      A-3
<PAGE>   74
           [FORM OF REVERSE SIDE INITIAL SECURITY/ADDITIONAL SECURITY]

                    BUILDING MATERIALS CORPORATION OF AMERICA

                          10.50% Senior Notes due 2002

                     1. Interest. BUILDING MATERIALS CORPORATION OF AMERICA, a
Delaware corporation (the "Company"), promises to pay cash interest on the
principal amount of this Security at a rate of 10.50% per annum, payable on
April 1 and October 1 of each year (the "Interest Payment Date"), commencing
October 1, 2000. The Company shall pay interest on overdue principal at the rate
of 10.50% per annum. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

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

                     3. Paying Agent and Registrar. Initially, The Bank of New
York (the "Trustee") or its agent will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without prior
notice to any Holder. The Company or any of its Subsidiaries or Affiliates may
act in any such capacity, except in certain circumstances.

                     4. Indenture. The Company issued the Securities under an
Indenture dated as of July 5, 2000 (the "Indenture") among the Company, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as guarantors (the "Guarantors"), and the Trustee. Capitalized
terms used in this Security and not defined in this Security shall have the
meaning set forth in the Indenture. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 as in effect on the date of the Indenture. The
Securities are subject to all such terms, and Holders of Securities are referred
to the Indenture and said Act for a statement of such terms. The obligations of
the Company under the Indenture and the Securities are guaranteed by the
Guarantors.

                     The Securities are senior unsecured obligations of the
Company limited to $150,000,000 aggregate principal amount. This Security is one
of the [Initial Securities] [Additional Securities] referred to in the
Indenture. The Securities include the Initial Securities, any Additional
Securities, any Exchange Securities, as defined below, issued in exchange for


                                      A-4
<PAGE>   75
the Initial Securities and the Additional Securities, if any, pursuant to the
Indenture, and the Private Exchange Notes. The Initial Securities, the Exchange
Securities, the Private Exchange Notes and the Additional Securities are treated
as a single class of securities under the Indenture.

                     5. Redemption.

                     (a) Optional Redemption.

                     In the event a Change of Control occurs, the Company shall
have the option to redeem all, but not less than all, of the Securities, at a
redemption price equal to the sum of (x) 100% of the principal amount thereof
plus accrued and unpaid interest thereon to the redemption date and (y) the
Applicable Premium with respect to each $1,000 principal amount of Securities so
redeemed. Notice of any redemption to be made pursuant to this paragraph must be
given no later than 10 days after the Change of Control Payment Date, and
redemption must be made within 30 days of the date of such notice.

                     (b) Mandatory Redemption. The Securities will not have the
benefit of any sinking fund.

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

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

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

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

                     10. Persons Deemed Owners. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name the
Security is registered with the Registrar as the owner for all purposes.


                                      A-5
<PAGE>   76
                     11. Unclaimed Money. If money for the payment of interest
or principal remains unclaimed for two years, the Trustee and the Paying Agent
will pay the money back to the Company at its written request. After such time,
Holders entitled to the money must look to the Company for payment unless an
abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

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

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

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

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

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


                                      A-6
<PAGE>   77
                     17. Trustee Dealings with the Company. The Trustee under
the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or any of its
Affiliates, and may otherwise deal with the Company or any of its Affiliates, as
if it were not the Trustee.

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

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

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

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

                     22. Registration Rights. Pursuant to the Registration
Rights Agreement among the Company, Building Materials Manufacturing Corporation
and Building Materials Investment Corporation, as guarantors, and the Initial
Purchaser of the Initial Securities, the Company has certain obligations
regarding an Exchange Offer pursuant to which the Holder of this Security shall
have the right to exchange this Security for the Company's Series B 10.50%
Senior Notes Due 2002 (the "Exchange Securities"), which have been registered
under the Securities Act, in like principal amount and having identical terms as
the Initial Securities. The Holders of the Initial Securities shall be entitled
to receive certain additional interest payments in the event such exchange offer
is not consummated and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement. Within five days
after the occurrence of an event so resulting in such additional interest
payments, the Company shall provide the Trustee with an Officers' Certificate
describing such event and providing the Trustee with all necessary details
relating to the payment of such interest, including, without limitation, the
interest rate, the effective date of such interest rate and the method of
calculating interest.*


------------------
* To be added if the Security is an Initial Security. To be modified if the
Security is an Additional Security to reflect any registration rights agreement
executed in connection with such Additional Security, including any exchange
securities and private exchange notes referred to therein, which exchange
securities and private exchange notes shall have substantially the identical
terms and be in substantially the identical form as the Exchange Securities and
Private Exchange Notes, respectively.


                                      A-7
<PAGE>   78
                     The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

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
























                                      A-8
<PAGE>   79
                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

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


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

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


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


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


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

Signature Guarantee:

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




                                      A-9
<PAGE>   80
                     CHECK ONE BOX BELOW

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

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

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

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

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

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

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


Signature Guarantee:                        Signature


                                            Signature


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




                                      A-10
<PAGE>   81
                       OPTIONS OF HOLDER TO ELECT PURCHASE

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


                                      [ ]


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

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



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












                                      A-11
<PAGE>   82
                                                                     EXHIBIT B

           [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE* ]


No.                                                           $_______________

                                                              CUSIP No. _______

                    BUILDING MATERIALS CORPORATION OF AMERICA

                      SERIES B 10.50% SENIOR NOTES DUE 2002


                     BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware
corporation (the "Company"), promises to pay to

                     , or registered assigns, the principal sum of
                     Dollars on October 1, 2002.

                     Interest Payment Dates: April 1 and October 1, commencing
                     October 1, 2000.

                     Record Dates: March 15 and September 15.

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





---------------
*          If the certificate is a Private Exchange Note issued pursuant to the
           Registration Rights Agreement in a Private Exchange (as defined
           therein), add the restricted securities legend from Exhibit A to this
           Indenture and replace the Assignment Form included in this Exhibit B
           with the Assignment Form included in Exhibit A.


                                      B-1
<PAGE>   83
                     IN WITNESS WHEREOF, the Company has caused this Security to
be signed manually or by facsimile by its duly authorized officers.


                                       BUILDING MATERIALS CORPORATION
                                         OF AMERICA


                                       By:
                                               Name:
                                               Title:


                                       By:
                                               Name:
                                               Title:

Dated:  _______________, 200_

Trustee's Certificate of Authentication

This is one of the Series B 10.50% Senior Notes due 2002 [Private Exchange
10.50% Senior Notes due 2002] described in the within-mentioned Indenture.

THE BANK OF NEW YORK,
  as Trustee

By:
        Authorized Signatory







                                      B-2
<PAGE>   84
       [FORM OF REVERSE SIDE EXCHANGE SECURITY AND PRIVATE EXCHANGE NOTE]

                    BUILDING MATERIALS CORPORATION OF AMERICA

                      Series B 10.50% Senior Notes due 2002

                  Private Exchange 10.50% Senior Notes due 2002

                     1. Interest. BUILDING MATERIALS CORPORATION OF AMERICA, a
Delaware corporation (the "Company"), promises to pay cash interest on the
principal amount of this Security at a rate of 10.50% per annum, payable on
April 1 and October 1 of each year (the "Interest Payment Date"), commencing
October 1, 2000. The Company shall pay interest on overdue principal at the rate
of 10.50% per annum. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

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

                     3. Paying Agent and Registrar. Initially, The Bank of New
York (the "Trustee") or its agent will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without prior
notice to any Holder. The Company or any of its Subsidiaries or Affiliates may
act in any such capacity, except in certain circumstances.

                     4. Indenture. The Company issued the Securities under an
Indenture dated as of July 5, 2000 (the "Indenture") among the Company, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as guarantors (the "Guarantors"), and the Trustee. Capitalized
terms used in this Security and not defined in this Security shall have the
meaning set forth in the Indenture. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 as in effect on the date of the Indenture. The
Securities are subject to all such terms, and Holders of Securities are referred
to the Indenture and said Act for a statement of such terms. The obligations of
the Company under the Indenture and the Securities are guaranteed by the
Guarantors.

                     The Securities are senior unsecured obligations of the
Company limited to $150,000,000 aggregate principal amount. This Security is one
of the [Exchange Securities] [Private Exchange Notes] referred to in the
Indenture. The Securities include the Initial Securities, any Additional


                                      B-3
<PAGE>   85
Securities, any Exchange Securities issued in exchange for the Initial
Securities and the Additional Securities, if any, pursuant to the Indenture and
the Private Exchange Notes. The Initial Securities, the Exchange Securities, the
Private Exchange Notes and the Additional Securities are treated as a single
class of securities under the Indenture.

                     5. Redemption.

                     (a) Optional Redemption. In the event a Change of Control
occurs, the Company shall have the option to redeem all, but not less than all,
of the Securities, at a redemption price equal to the sum of (x) 100% of the
principal amount thereof plus accrued and unpaid interest thereon to the
redemption date and (y) the Applicable Premium with respect to each $1,000
principal amount of Securities so redeemed. Notice of any redemption to be made
pursuant to this paragraph must be given no later than 10 days after the Change
of Control Payment Date, and redemption must be made within 30 days of the date
of such notice.

                     (b) Mandatory Redemption. The Securities will not have the
benefit of any sinking fund.

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

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

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

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

                     10. Persons Deemed Owners. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name the
Security is registered with the Registrar as the owner for all purposes.


                                      B-4
<PAGE>   86
                     11. Unclaimed Money. If money for the payment of interest
or principal remains unclaimed for two years, the Trustee and the Paying Agent
will pay the money back to the Company at its written request. After such time,
Holders entitled to the money must look to the Company for payment unless an
abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

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

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

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

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

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


                                      B-5
<PAGE>   87
                     17. Trustee Dealings with the Company. The Trustee under
the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or any of its
Affiliates, and may otherwise deal with the Company or any of its Affiliates, as
if it were not the Trustee.

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

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

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

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

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

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



                                      B-6
<PAGE>   88
                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

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



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


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

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


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


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


Signature Guarantee:







                                      B-7
<PAGE>   89
                       OPTION OF HOLDER TO ELECT PURCHASE

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


                                      [ ]


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



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


Signature Guarantee:
                       (Signature must be guaranteed)













                                      B-8
<PAGE>   90
                                                                     EXHIBIT C

                   [FORM OF LEGEND FOR BOOK-ENTRY SECURITIES]

                     Any Global Security authenticated and delivered hereunder
shall bear a legend (which would be in addition to any other legends required in
the case of a Restricted Security) in substantially the following form:

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

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



                                      C-1
<PAGE>   91
                                                                     EXHIBIT D

             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS

                     The undersigned is delivering this letter in connection
with an offering of 10.50% Senior Notes Due 2002 (the "Notes") of Building
Materials Corporation of America (the "Company"), all as described in the
Offering Memorandum (the "Offering Memorandum") relating to the offering.

                     The undersigned hereby confirms that:

                     (i) the undersigned is an "accredited investor" within the
           meaning of Rule 50l(a)(1), (2) or (3) under the Securities Act of
           1933, as amended (the "Securities Act"), or an entity in which all of
           the equity owners are accredited investors within the meaning of Rule
           501(a)(1), (2) or (3) under the Securities Act (an "Institutional
           Accredited Investor");

                     (ii) (A) any purchase of Notes by the undersigned will be
           for the undersigned's own account or for the account of one or more
           other Institutional Accredited Investors or as fiduciary for the
           account of one or more trusts, each of which is an "Accredited
           investor" within the meaning of Rule 501(a)(7) under the Securities
           Act and for each of which we exercise sole investment discretion or
           (B) we are a "bank," within the meaning of Section 3(a)(2) of the
           Securities Act, or a "savings and loan association or other
           institution described in Section 3(a)(5)(A) of the Securities Act
           that is acquiring Notes as fiduciary for the account of one or more
           institutions for which we exercise sole investment discretion;

                     (iii) in the event that the undersigned purchases any
           notes, it will acquire Notes having a minimum principal amount of not
           less than $250,000 for the undersigned's own account or for any
           separate account for which the undersigned is acting;

                     (iv) the undersigned has such knowledge and experience in
           financial and business matters that the undersigned is capable of
           evaluating the merits and risks of purchasing Notes;

                     (v) the undersigned is not acquiring Notes with a view to
           distribution thereof or with any present intention of offering or
           selling Notes, except as permitted below; provided that the
           disposition of the undersigned's property and property of any
           accounts for which the undersigned is acting as fiduciary shall
           remain at all times within the undersigned's control; and

                     (vi) the undersigned has received a copy of the Offering
           Memorandum and acknowledges that the undersigned has had access to
           such financial and other information, and has been afforded the
           opportunity to ask such questions of representatives of the Company
           and receive answers thereto, as the undersigned deems necessary in
           connection with the undersigned's decision to purchase Notes.


                                      D-1
<PAGE>   92
                     The undersigned understands that the Notes were offered in
a transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Notes have not been registered
under the Securities Act or any applicable state securities laws, and the
undersigned agrees, on the undersigned's own behalf and on behalf of each
account for which the undersigned acquires any Notes, that if in the future the
undersigned decides to resell or otherwise transfer any Notes (A) such resale or
transfer will be only (1) to the Company or a subsidiary thereof, (2) pursuant
to a registration statement which has been declared effective under the
Securities Act, (3) to a person it reasonably believes is a 'Qualified
Institutional Buyer' as defined in Rule 144A under the Securities Act ("Rule
144A") in a transaction meeting the requirements of Rule 144A, (4) pursuant to
offers and sales to Non-U.S. Persons that occur outside the United States in a
transaction meeting the requirements of Rule 904 under the Securities Act, (5)
to an institutional 'Accredited Investor' (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) in a transaction meeting the requirements
of Rule 144A under the Securities Act or (6) pursuant to any other available
exemption from the registration requirements under the Securities Act (and in
the case of a transfer pursuant to clause (4), (5) or (6), based on an opinion
of counsel if the Company so requests), subject in each of the foregoing cases
to applicable securities laws of any state of the United States or any other
applicable jurisdiction and (B) that it will, and each subsequent holder is
required to, notify any purchaser from it of any Notes of the resale
restrictions set forth in (A) above. The undersigned agrees that any such
transfer of Notes referred to in this paragraph shall be in accordance with
applicable securities laws of any State of the United States or any other
applicable jurisdiction and in accordance with the legends set forth on the
Notes. The undersigned understands that the register and transfer agent for the
Notes will not be required to accept for registration or transfer any Notes,
except upon presentation of evidence satisfactory the Company that the foregoing
restrictions on transfer have been complied with. The undersigned further
understands that any Notes will be in the form of definitive physical
certificates and that such certificates will bear a legend (unless the sale of
the Notes has been registered under the Securities Act) reflecting the substance
of this paragraph.

                     The undersigned acknowledges that the Company, others and
you will rely upon the undersigned's confirmations, acknowledgments and
agreements set forth herein, and the undersigned agrees to notify you promptly
in writing if any of the undersigned's representations or warranties herein
ceases to be accurate and complete.







                                      D-2
<PAGE>   93
                     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.




                                          -------------------------------------
                                          (Name of Purchaser)


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












                                      D-3
<PAGE>   94
                                                                     EXHIBIT E

                    FORM OF NOTATION OF SUBSIDIARY GUARANTEE

           For value received, Building Materials Manufacturing Corporation
("Manufacturing Corp.") and Building Materials Investment Corporation
("Investment Corp.", and together with Manufacturing Corp., the "Guarantors")
have, jointly and severally, unconditionally guaranteed, to the extent set forth
in the Indenture and subject to the provisions in the Indenture, dated as of
July 5, 2000 (the "Indenture") among Building Materials Corporation of America
(the "Company"), the Guarantors and The Bank of New York, as trustee (the
"Trustee"), (a) the full and punctual payment of the principal of, premium, if
any, and interest on the Securities (as defined in the Indenture) when due,
whether at maturity, by acceleration, redemption or otherwise, and all other
monetary obligations of the Company under the Indenture and the Securities and
(b) the full and punctual performance within applicable grace periods of all
other obligations of the Company under the Indenture (including, without
limitation, the compensation and other payment obligations to the Trustee) and
the Securities. The obligations of each Guarantor to the Holders of Securities
and to the Trustee pursuant to its Subsidiary Guarantee and the Indenture are
expressly set forth in Article X of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder
of a Security, by accepting the same, agrees to and shall be bound by such
provisions.


                               BUILDING MATERIALS MANUFACTURING CORPORATION

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



                               BUILDING MATERIALS INVESTMENT CORPORATION

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






                                      E-1