<PAGE>   1
                                                                   Exhibit 10.15
                                                                   -------------

                      AMENDED AND RESTATED CREDIT AGREEMENT


                                  BY AND AMONG


                   BUILDING MATERIALS CORPORATION OF AMERICA,


                            THE LENDERS PARTY HERETO,


                              FLEET NATIONAL BANK,
                             AS DOCUMENTATION AGENT,

                      BEAR STEARNS CORPORATE LENDING INC.,
                              AS SYNDICATION AGENT,


                                       AND


                            THE BANK OF NEW YORK, AS
                  SWING LINE LENDER AND AS ADMINISTRATIVE AGENT


                                      WITH


                          BNY CAPITAL MARKETS, INC., AS
                          LEAD ARRANGER AND BOOKRUNNER


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

                                   110,000,000

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


                          DATED AS OF DECEMBER 4, 2000



31688.0003
<PAGE>   2
                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<S>                                                                                                             <C>
1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION.....................................................................1
         1.1. Definitions.........................................................................................1
         1.2. Principles of Construction..........................................................................2


2. AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT................................................................2
         2.1. Revolving Credit Loans..............................................................................2
         2.2. Revolving Credit Notes..............................................................................2
         2.3. Swing Line Loans....................................................................................2
         2.4. Swing Line Note.....................................................................................2
         2.5. Procedure for Borrowing.............................................................................2
         2.6. Termination or Reduction of Commitments.............................................................2
         2.7. Prepayments.........................................................................................2
         2.8. Use of Proceeds.....................................................................................2
         2.9. Letter of Credit Sub-Facility.......................................................................2
         2.10. Letter of Credit Participation and Funding Commitments.............................................2
         2.11. Absolute Obligation With Respect to Letter of Credit Payments......................................2
         2.12. Payments...........................................................................................2


3. INTEREST, FEES, YIELD PROTECTIONS, ETC.........................................................................2
         3.1. Interest Rate and Payment Dates.....................................................................2
         3.2. Fees................................................................................................2
         3.3. Conversions.........................................................................................2
         3.4. Concerning Interest Periods.........................................................................2
         3.5. Indemnification for Loss............................................................................2
         3.6. Capital Adequacy....................................................................................2
         3.7. Reimbursement for Increased Costs...................................................................2
         3.8. Illegality of Funding...............................................................................2
         3.9. Substituted Interest Rate...........................................................................2
         3.10. Taxes; Net Payments................................................................................2
         3.11. Option to Fund.....................................................................................2
         3.12. Replacement of Lenders.............................................................................2


4. REPRESENTATIONS AND WARRANTIES.................................................................................2
         4.1. Subsidiaries; Capitalization........................................................................2
         4.2. Existence and Power.................................................................................2
         4.3. Authority and Execution.............................................................................2
         4.4. Binding Agreement...................................................................................2
         4.5. Litigation..........................................................................................2
</TABLE>
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<TABLE>
<S>                                                                                                              <C>
         4.6. Required Consents...................................................................................2
         4.7. Absence of Defaults; No Conflicting Agreements......................................................2
         4.8. Compliance with Applicable Laws.....................................................................2
         4.9. Taxes...............................................................................................2
         4.10. Governmental Regulations...........................................................................2
         4.11. Federal Reserve Regulations; Use of Loan Proceeds..................................................2
         4.12. Plans..............................................................................................2
         4.13. Financial Statements...............................................................................2
         4.14. Property...........................................................................................2
         4.15. Authorizations.....................................................................................2
         4.16. Environmental Matters..............................................................................2
         4.17. Solvency...........................................................................................2
         4.18. Absence of Certain Restrictions....................................................................2
         4.19. No Misrepresentation...............................................................................2


5. CONDITIONS TO EFFECTIVENESS....................................................................................2
         5.1. Evidence of Action..................................................................................2
         5.2. This Agreement......................................................................................2
         5.3. Notes...............................................................................................2
         5.4. Subsidiary Guaranty.................................................................................2
         5.5. Security Agreement..................................................................................2
         5.6. Collateral Agent Agreement..........................................................................2
         5.7. Insurance    The Administrative Agent shall have received the items required to be delivered
                  on the Effective Date under Section 7.5, in each case satisfactory to the Administrative
                  Agent...........................................................................................2
         5.8. Deposits of Cash, Cash Equivalents and Marketable Securities........................................2
         5.9. Absence of Litigation...............................................................................2
         5.10. Approvals and Consents.............................................................................2
         5.11. Senior Note Indenture Consent Solicitations........................................................2
         5.12. 2000 Credit Agreement..............................................................................2
         5.13. Policano & Manzo Report............................................................................2
         5.14. Opinion of Counsel to the Borrower and its Subsidiaries............................................2
         5.15. Material Agreements................................................................................2
         5.16. Asbestos Report....................................................................................2
         5.17. Chase Platinum Substitute Note.....................................................................2
         5.18. Fees...............................................................................................2
         5.19. Effective Date Cutoff..............................................................................2
         5.20. Certain Accrued Payments...........................................................................2
         5.21. Other Documents....................................................................................2


6. CONDITIONS OF LENDING - ALL LOANS AND LETTERS OF CREDIT........................................................2
         6.1. Compliance..........................................................................................2
</TABLE>


                                      -ii-
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<TABLE>
<S>                                                                                                              <C>
         6.2. Borrowing Request; Letter of Credit Request.........................................................2
         6.3. Loan Closings.......................................................................................2


7. AFFIRMATIVE COVENANTS..........................................................................................2
         7.1. Financial Statements and Information................................................................2
         7.2. Certificates; Other Information.....................................................................2
         7.3. Legal Existence.....................................................................................2
         7.4. Taxes...............................................................................................2
         7.5. Insurance and Condemnation..........................................................................2
         7.6. Performance of Obligations..........................................................................2
         7.7. Observance of Legal Requirements....................................................................2
         7.8. Inspection of Property; Books and Records; Discussions..............................................2
         7.9. Authorizations......................................................................................2
         7.10. Financial Covenants................................................................................2
         7.11. Additional Subsidiaries............................................................................2
         7.12. Further Assurances; Certain Real Estate Matters....................................................2
         7.13. Environmental Compliance...........................................................................2
         7.14. Invested Cash, Marketable Securities and System Cash...............................................2


8. NEGATIVE COVENANTS.............................................................................................2
         8.1. Indebtedness........................................................................................2
         8.2. Liens...............................................................................................2
         8.3. Merger, Consolidations and Acquisitions.............................................................2
         8.4. Dispositions........................................................................................2
         8.5. Investments, Loans, Etc.............................................................................2
         8.6. Restricted Payments.................................................................................2
         8.7. Business and Name Changes...........................................................................2
         8.8. ERISA...............................................................................................2
         8.9. Prepayments of Indebtedness.........................................................................2
         8.10. Amendments, Etc. of Certain Agreements.............................................................2
         8.11. Transactions with Affiliates.......................................................................2
         8.12. Limitation on Upstream Transfers...................................................................2
         8.13. Capital Leases and Sale-Leaseback Transactions.....................................................2
         8.14. Capital Expenditures...............................................................................2
         8.15. Asbestos Costs.....................................................................................2
         8.16. Tax Sharing Payments...............................................................................2


9. DEFAULT........................................................................................................2
         9.1. Events of Default...................................................................................2
         9.2. Contract Remedies...................................................................................2
</TABLE>


                                     -iii-
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<TABLE>
<S>                                                                                                              <C>
10. THE ADMINISTRATIVE AGENT......................................................................................2
         10.1. Appointment........................................................................................2
         10.2. Delegation of Duties...............................................................................2
         10.3. Exculpatory Provisions.............................................................................2
         10.4. Reliance by Administrative Agent...................................................................2
         10.5. Notice of Default..................................................................................2
         10.6. Non-Reliance on Administrative Agent and Other Lenders.............................................2
         10.7. Indemnification....................................................................................2
         10.8. Administrative Agent in Its Individual Capacity....................................................2
         10.9. Successor Administrative Agent.....................................................................2
         10.10. Documentation Agent, Syndication Agent and Lead Arranger..........................................2
         10.11. Appointment of Collateral Agent...................................................................2


11. OTHER PROVISIONS..............................................................................................2
         11.1. Amendments and Waivers.............................................................................2
         11.2. Notices............................................................................................2
         11.3. No Waiver; Cumulative Remedies.....................................................................2
         11.4. Survival of Representations and Warranties and Certain Obligations.................................2
         11.5. Expenses...........................................................................................2
         11.6. Lending Offices....................................................................................2
         11.7. Successors and Assigns.............................................................................2
         11.8. Indemnity..........................................................................................2
         11.9. Limitation of Liability............................................................................2
         11.10. Counterparts......................................................................................2
         11.11. Adjustments; Set-off..............................................................................2
         11.12. Construction......................................................................................2
         11.13. Governing Law.....................................................................................2
         11.14. Headings Descriptive..............................................................................2
         11.15. Severability......................................................................................2
         11.16. Integration.......................................................................................2
         11.17. Consent to Jurisdiction...........................................................................2
         11.18. Service of Process................................................................................2
         11.19. No Limitation on Service or Suit..................................................................2
         11.20. WAIVER OF TRIAL BY JURY...........................................................................2
         11.21. Treatment of Confidential Information.............................................................2
         11.22. Conversion of DIP.................................................................................2
         11.23. Consolidation and Restatement.....................................................................2
         11.24. Effectiveness; Marketable Securities..............................................................2
         11.25. Existing Credit Agreement Financial Covenants.....................................................2
</TABLE>


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<TABLE>
<Caption
EXHIBITS
<S>                        <C>
Exhibit A                  List of Revolving Credit Commitment Amounts
Exhibit B-1                Form of Revolving Credit Note
Exhibit B-2                Form of Swing Line Note
Exhibit C-1                Form of Borrowing Request
Exhibit C-2                Form of Letters of Credit Request
Exhibit D                  Form of Notice of Conversion
Exhibit E                  Form of Compliance Certificate
Exhibit F-1                Form of Opinion of General Counsel to the Borrower and its Subsidiaries
Exhibit F-2                Form of Opinion of Special Counsel to the Borrower and its Subsidiaries
Exhibit G                  Form of Collateral Agent Agreement
Exhibit H                  Form of Assignment and Acceptance Agreement
Exhibit I                  Form of Subsidiary Guaranty
Exhibit J                  Form of Security Agreement
Exhibit K                  Form of Senior Note Indenture Consent Solicitation
Exhibit L                  Form of Demand Note
Exhibit M                  Form of Depositary Control Agreement
</TABLE>








                                      -v-
<PAGE>   7

<TABLE>
<CAPTION>
SCHEDULES
<S>                        <C>
Schedule 1.1(m)            List of Mortgaged Properties
Schedule 1.1(q)            List of Qualified Depositary Institutions
Schedule 4.1               List of Subsidiaries; Capitalization
Schedule 4.5               List of Litigation
Schedule 4.13              Disclosure of Ordinary Course of Business
Schedule 4.14              List of Real Properties
Schedule 4.16              List of Environmental Matters
Schedule 8.1               List of Existing Indebtedness
Schedule 8.2               List of Existing Liens
Schedule 8.5               List of Investments
Schedule 8.5(g)            List of Marketable Securities
Schedule 8.5(h)            List of Security Investments
Schedule 8.13              List of Existing Capital Leases and Sale Leaseback Transactions
Schedule 11.2              List of Addresses for Notices

</TABLE>













                                      -vi-
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         AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 4, 2000, by
and among BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (the
"Borrower"), the lenders party hereto (together with their respective assigns,
the "Lenders", each a "Lender"), FLEET NATIONAL BANK, as documentation agent (in
such capacity, the "Documentation Agent"), BEAR STEARNS CORPORATE LENDING INC.,
as syndication agent (in such capacity, the "Syndication Agent"), and THE BANK
OF NEW YORK, as agent for the Lenders (in such capacity, the "Administrative
Agent") and as swing line lender (in such capacity, the "Swing Line Lender").
This Agreement amends and restates in its entirety the Credit Agreement, dated
as of August 18, 1999, by and among the Borrower, 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 (as amended, the
"Existing Credit Agreement").

1.       DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

         1.1. Definitions

         As used in this Agreement, terms defined in the preamble have the
meanings therein indicated, and the following terms have the following meanings:

         "ABR Advances": the Swing Line Loans and the Revolving Credit Loans (or
any portions thereof), at such time as they (or such portions) are made and/or
being maintained at a rate of interest based upon the Alternate Base Rate.

         "Accountants": Arthur Andersen LLP (or any successor thereto), or such
other firm of certified public accountants of recognized national standing
selected by the Borrower and reasonably satisfactory to the Administrative
Agent.

         "Accumulated Funding Deficiency": as defined in Section 302 of ERISA.

         "Acquisition": with respect to the Borrower or any Subsidiary of the
Borrower, the purchase or other acquisition by such Person, by any means
whatsoever (including through a merger, dividend or otherwise and whether in a
single transaction or in a series of related transactions), of (i) any Capital
Stock of any other Person (other than a then existing Subsidiary of the
Borrower) if, immediately thereafter, such other Person would be either a
Subsidiary of such Person or otherwise under the control of such Person, or (ii)
any business, going concern or division or segment of any other Person (other
than the Borrower or any other Subsidiary of the Borrower), or all or
substantially all of the assets of any of the foregoing.

         "Advance": with respect to a Loan, an ABR Advance or a Eurodollar
Advance, as the case may be.

         "Affected Advance": as defined in Section 3.9.


<PAGE>   9
         "Affiliate": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, control of a Person shall mean the
power, direct or indirect, (i) to vote 10% or more of the securities or other
interests having ordinary voting power for the election of directors or other
managing Persons thereof or (ii) to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.

         "Affiliated Fund": with respect to any Person, any mutual fund that is
advised or managed by (a) such Person, (b) a Fund Affiliate of such Person or
(c) an entity or Fund Affiliate of an entity that administers or manages such
Person. For purposes of this definition, "Fund Affiliate" means, with respect to
any Person, any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person, each officer,
director, general partner or joint-venturer, Affiliated Fund, adviser or manager
of such Person, and each Person who is the beneficial owner of 5% or more of any
class of Voting Shares of such Person. For the purposes of this definition,
"control " means the possession of the power to direct or cause the direction of
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.


         "Affiliated Fund Distressed Debt Group": each mutual fund and each
Affiliated Fund of such mutual fund, in each case whose primary stated purpose
is the purchase of distressed debt.

         "Aggregate Credit Exposure": at any time, the sum at such time of (i)
the outstanding principal balance of the Revolving Credit Loans of all Lenders,
plus (ii) the outstanding principal balance of the Swing Line Loans plus (iii)
an amount equal to the Letter of Credit Exposure of all Lenders.

         "Aggregate Revolving Credit Commitment Amount": at any time, the sum at
such time of the Revolving Credit Commitment Amounts of all Lenders.

         "Aggregate Voting Exposure": the sum of (i) the Aggregate Revolving
Credit Commitment Amount, (ii) the outstanding principal amount of the Chase
Platinum Substitute Note and (iii) the undrawn face amount of the Fleet LC plus
the amount of any unpaid drafts drawn under the Fleet LC.

         "Agreement": this Amended and Restated Credit Agreement, as the same
may be amended, supplemented or otherwise modified from time to time.

         "Alternate Base Rate": on any date, a rate of interest per annum equal
to the higher of (i) the Federal Funds Rate in effect on such date plus 1/2 of
1% or (ii) the BNY Rate in effect on such date.

         "Alternate DIP Facility": as defined in Section 11.22.


                                       2
<PAGE>   10
         "Annual Asbestos Basket": as defined in Section 8.15.

         "Appeal Security": cash, letters of credit or any other security
deposited by the Borrower or any of its Subsidiaries on or after the Closing
Date to secure any appeal bond or similar instrument in connection with any
asbestos litigation.

         "Appeal Security Drawn Amount": an amount equal to the aggregate amount
of all Appeal Security deposited on or after the Closing Date that has been
drawn by the holder of the applicable appeal bond or similar instrument.

         "Appeal Security Undrawn Amount": an amount equal to (i) the aggregate
original amount of all Appeal Security deposited on or after the Closing Date
plus (ii) the amount of each increase to the face amount of any letter of credit
constituting Appeal Security minus (iii) the sum of, without duplication (A) the
amount of each reduction to the face amount of any such letter of credit not
resulting from any drawing thereunder, (B) the undrawn face amount of any such
letter of credit that has been terminated, and (C) the undrawn face amount of
any such Appeal Security that has been returned to the Borrower or any of its
Subsidiaries.

         "Applicable Margin": a rate per annum equal to (i) with respect to ABR
Advances, 0.00%, and (ii) with respect to Eurodollar Advances, 2.64%.

         "Approved Bank": any bank whose (or whose parent company's) unsecured
non-credit supported short-term commercial paper rating from (i) Standard &
Poor's is at least A-1 or the equivalent thereof or (ii) Moody's is at least P-1
or the equivalent thereof.

         "Assignment": as defined in Section 11.7(c).

         "Assignment and Acceptance Agreement": an assignment and acceptance
agreement executed by an assignor and an assignee, substantially in the form of
Exhibit H.

         "Authorized Signatory": as to (i) any Person which is a corporation,
the chairman of the board, the president, any vice president, the chief
financial officer or any other officer (acceptable to the Administrative Agent)
thereof and (ii) any Person which is not a corporation, the general partner or
other managing Person (acceptable to the Administrative Agent) thereof.

         "BNY": The Bank of New York.

         "BNY Capital Markets": BNY Capital Markets, Inc.

         "BNY Rate": a rate of interest per annum equal to the rate of interest
publicly announced in New York City by BNY from time to time as its prime
commercial lending rate, such rate to be adjusted automatically (without notice)
on the effective date of any change in such publicly announced rate.


                                       3
<PAGE>   11
         "Borrower Intercompany Investments": demand loans which are (i) made by
the Borrower to or in any Guarantor or (ii) made by any Guarantor to or in the
Borrower or to or in any other Guarantor and, in each case, evidenced by a
Demand Note.

         "Borrowing Date": any Business Day on which (i) the Lenders make
Revolving Credit Loans, (ii) the Swing Line Lender makes a Swing Line Loan or
(iii) the Issuing Bank issues a Letter of Credit.

         "Borrowing Request": a request for Revolving Credit Loans or a Swing
Line Loan in the form of Exhibit C-1.

         "Business Day": (i) for all purposes other than as set forth in clause
(ii) below, any day other than a Saturday, a Sunday or a day on which commercial
banks located in New York City are authorized or required by law or other
governmental action to close, and (ii) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
Eurodollar Advances, any day which is a Business Day described in clause (i)
above and which is also a day on which eurodollar funding between banks may be
carried on in London, England.

         "Capital Expenditures": of any Person means expenditures (whether paid
in cash or other consideration or accrued as a liability) for fixed or capital
assets (excluding any capitalized interest and any such asset acquired in
connection with normal replacement and maintenance programs to the extent
properly charged to current operations and excluding any replacement assets to
the extent acquired with the proceeds of insurance) made by such Person, all as
determined in accordance with GAAP.

         "Capital Lease": a lease the obligations in respect of which are
required to be capitalized by the lessee thereunder for financial reporting
purposes in accordance with GAAP.

         "Capital Stock": as to any Person, all shares, interests, partnership
interests, limited liability company interests, participations, rights in or
other equivalents (however designated) of such Person's equity (however
designated) and any rights, warrants or options exchangeable for or convertible
into such shares, interests, participations, rights or other equity.

         "Cash Collateral Account": an account maintained by the Collateral
Agent pursuant to the Security Agreement and entitled the "Building Materials
Corporation of America Cash Collateral Account", provided that the name of such
account shall be changed following the change of name of the Borrower.

         "Cash Equivalents": shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in full support thereof) having maturities of not


                                       4
<PAGE>   12
more than six months from the date of acquisition, (ii) Dollar denominated
domestic and Eurodollar time deposits, certificates of deposit and bankers
acceptances of (x) any Lender or (y) any Approved Bank, in any such case with
maturities of not more than six months from the date of acquisition, and (iii)
commercial paper issued by any Approved Bank or by the parent company of any
Approved Bank and commercial paper issued by, or guaranteed by, any industrial
or financial company with an unsecured non-credit supported short-term
commercial paper rating of at least A-1 or the equivalent by Standard & Poor's
or at least P-1 or the equivalent by Moody's, or guaranteed by any industrial or
financial company with a long term unsecured non-credit supported senior debt
rating of at least A or A-2, or the equivalent, by Standard & Poor's or Moody's,
as the case may be, and in each case maturing within six months after the date
of acquisition, provided that such securities, time deposits, certificates of
deposit, bankers acceptances and commercial paper have been issued in the United
States, have been deposited in the Cash Collateral Account and in respect of
which the Collateral Agent has a first priority perfected security interest
therein.

         "Cash Management System": as defined in Section 3.4(d)(iii) of the
Security Agreement.

         "Change of Control" means the occurrence of any of the following
events: (i) prior to the time that at least 15% of the then outstanding Voting
Shares of the Borrower or any Parent is publicly traded on a national securities
exchange or in the NASDAQ (national market system), the Permitted Holders cease
to be the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of majority voting power of the Voting
Shares of the Borrower, whether as a result of issuance of securities of the
Borrower or any of its Affiliates, any merger, consolidation, liquidation or
dissolution of the Borrower or any of its Affiliates, any direct or indirect
transfer of securities by any Permitted Holder or by any Parent or any of its
Subsidiaries or otherwise (for purposes of this clause (i) and clause (ii)
below, the Permitted Holders shall be deemed to beneficially own any Voting
Shares of a corporation (the "specified corporation") held by any other
corporation (the "parent corporation") so long as the Permitted Holders
beneficially own (as so defined), directly or indirectly, a majority of the
Voting Shares of the parent corporation); (ii) any "Person" (as such term is
used in sections 13(d) and 14(d) of the Exchange Act), other than one or more
Permitted Holders, is or becomes the beneficial owner (as defined in clause (i)
above, except that a Person shall be deemed to have "beneficial ownership" of
all shares that any such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 35% of the Voting Shares of the Borrower or any Parent;
provided that the Permitted Holders beneficially own (as defined in clause (i)
above), directly or indirectly, in the aggregate a lesser percentage of the
Voting Shares of the Borrower or such Parent than such other Person and do not
have the right or ability by voting power, contract or otherwise to elect or
designate for election of a majority of the Managing Person of the Borrower or
such Parent; or (iii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Managing Person of the
Borrower or G-I Holdings Inc. (together with any new members whose election by
the Managing Person of the Borrower or G-I Holdings Inc., or whose nominations
for election by the shareholders of the Borrower or G-I Holdings Inc., was
approved by a vote of a majority of the members of such Managing Person then
still in office who were either members at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any


                                       5
<PAGE>   13
reason to constitute a majority of the members of such Managing Person then in
office.

         "Chase Platinum Agreement": the agreement, from time to time in effect,
between The Chase Manhattan Bank and the Borrower providing for the leasing to
the Borrower of 11,329 ounces of platinum.

         "Chase Platinum Exposure": with respect to any Voting Lender, the
amount of the outstanding principal amount of the Chase Platinum Substitute Note
held by such Voting Lender.

         "Chase Platinum Substitute Note": the note, dated as of the Effective
Date, made by the Borrower to The Chase Manhattan Bank evidencing (i) the
delivery of 11,329 ounces of platinum to The Chase Manhattan Bank in
satisfaction of the Chase Platinum Agreement and (ii) the loan made by The Chase
Manhattan Bank to the Borrower in an amount equal to the Borrower's cost of
purchase of such platinum as described in such note, in form and substance
acceptable to the Administrative Agent.

         "Closing Date": December 4, 2000.

         "Code": the Internal Revenue Code of 1986, as the same may be amended
from time to time, or any successor thereto, and the rules and regulations
issued thereunder, as from time to time in effect.

         "Collateral": means any and all "Collateral" as defined in any
applicable Security Document.

         "Collateral Agent": means BNY, as Collateral Agent under the Collateral
Agent Agreement.

         "Collateral Agent Agreement": means the Collateral Agent Agreement,
substantially in the form of Exhibit G, among the (i) Administrative Agent, (ii)
the Administrative Agent under, and as defined in, the Existing Credit
Agreement, (iii) the Collateral Agent, (iv) each trustee under each Senior Note
Indenture, (v) The Chase Manhattan Bank, in connection with the Chase Platinum
Substitute Note, and (vi) Fleet National Bank, in connection with the Fleet LC
Agreement.

         "Commitment": a Revolving Credit Commitment, the Letter of Credit
Commitment or the Swing Line Commitment, as the case may be.

         "Commitment Fee": as defined in Section 3.2(a).

         "Commitment Percentage": with respect to any Lender as of any date, the
percentage as of such date equal to such Lender's Revolving Credit Commitment
Amount divided by the Aggregate Revolving Credit Commitment Amount (or, if no
Commitments then exist, the percentage equal to such Lender's Revolving Credit


                                       6
<PAGE>   14
Commitment Amount on the last day upon which Revolving Credit Commitments did
exist divided by the Aggregate Revolving Credit Commitment Amount as in effect
on such day).

         "Compensatory Interest Payment": as defined in Section 3.1(c).

         "Compliance Certificate": a certificate substantially in the form of
Exhibit E.

         "Consolidated": the Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP.

         "Consolidated EBITDA": for any period, net income of the Borrower and
its Subsidiaries determined on a Consolidated basis in accordance with GAAP for
such period plus, to the extent not excluded (as set forth below) from net
income, the sum of, without duplication, (i) Consolidated Interest Expense, (ii)
provision for income taxes of the Borrower and its Subsidiaries, and (iii)
depreciation, amortization and other non-cash charges of the Borrower and its
Subsidiaries. For purposes of this definition the following shall be excluded
for purposes of calculating net income: (a) extraordinary gains and losses, (b)
non-recurring non-cash charges relating to the closing of the facilities
described in Section 8.4(i) and non-recurring severance costs related thereto
for the fiscal quarter ended December 31, 2000 in an aggregate amount not
exceeding $2,300,000, (c) realized losses from the sale at any time on or after
October 2, 2000 of Marketable Securities, such Marketable Securities itemized in
the Consolidated Balance Sheet of the Borrower for the fiscal quarter ended
October 1, 2000 under the line items entitled "Investments in Available For Sale
Securities" and "Investments in Trading Securities", (d) the one time charge
related to an increase in the warranty reserve for the fiscal quarter ended
December 31, 2000 in an amount not exceeding $15,000,000, (e) the non-recurring
charge in an aggregate amount not exceeding $3,000,000 relating to the
modification of the Borrower's employee stock purchase program in existence on
the Closing Date and (f) non-cash charges relating to stock options or related
plans given to employees of the Borrower and its Subsidiaries.

         "Consolidated Interest Expense": for any period, cash interest expense
of the Borrower and its Subsidiaries determined on a Consolidated basis in
accordance with GAAP.

         "Contingent Obligation": as to any Person (a "secondary obligor"), any
obligation of such secondary obligor (i) guaranteeing or in effect guaranteeing
any return on any investment made by another Person, or (ii) guaranteeing or in
effect guaranteeing any Indebtedness, lease, dividend or other obligation (a
"primary obligation") of any other Person (a "primary obligor") in any manner,
whether directly or indirectly, including any obligation of such secondary
obligor, whether contingent, (a) to purchase any primary obligation or any
Property constituting direct or indirect security therefor, (b) to advance or
supply funds (i) for the purchase or payment of any primary obligation or (ii)
to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of a primary obligor, (c) to
purchase Property, securities or services primarily for the purpose of assuring
the beneficiary of any primary obligation of the ability of a primary obligor to
make payment of a primary obligation, (d) otherwise to assure or hold harmless


                                       7
<PAGE>   15
the beneficiary of a primary obligation against loss in respect thereof, and (e)
in respect of the liabilities of any partnership in which a secondary obligor is
a general partner, except to the extent that such liabilities of such
partnership are nonrecourse to such secondary obligor and its separate Property,
provided, however, that the term "Contingent Obligation" shall not include the
indorsement of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation of a Person shall be deemed to
be an amount equal to the stated or determinable amount of a primary obligation
in respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by such Person in good faith.

         "Control Person": as defined in Section 3.6.

         "Conversion Date": the date on which: (i) a Eurodollar Advance is
converted to an ABR Advance, (ii) an ABR Advance is converted to a Eurodollar
Advance or (iii) a Eurodollar Advance is converted to a new Eurodollar Advance.

         "Credit Exposure": with respect to any Lender as of any date, the sum
as of such date of (i) the outstanding principal balance of such Lender's
Revolving Credit Loans, (ii) such Lender's Swing Line Exposure, and (iii) such
Lender's Letter of Credit Exposure.

         "Credit Party": the Borrower and each Guarantor.

         "Debt Obligations": as defined in Section 9.1(f).

         "Default": any event or condition which constitutes an Event of Default
or which, with the giving of notice, the lapse of time, or any other condition,
would, unless cured or waived, become an Event of Default.

         "Demand Note": a demand promissory note, in the form of Exhibit L,
endorsed in blank and pledged to the Collateral Agent pursuant to the Security
Documents.

         "Depositary Control Agreement": an agreement among a Credit Party, a
Qualified Depositary Institution and the Collateral Agent substantially in the
form of Exhibit M.

         "DIP Facility": as defined in Section 11.22.

         "Disbursement Account No. 1": as defined in the Security Agreement.

         "Disbursement Account No. 2": as defined in the Security Agreement.

         "Disbursement Account No. 1 Cash": cash on deposit in Disbursement
Account No. 1.


                                       8
<PAGE>   16
         "Disbursement Account No. 2 Cash": cash on deposit in Disbursement
Account No. 2.

         "Disposition": with respect to any Person, any sale, assignment,
transfer or other disposition by such Person, by any means, of (i) the Capital
Stock of any other Person, (ii) any business, going concern or division or
segment thereof, or (iii) any other Property of such Person.

         "Dollars" and "$": lawful currency of the United States.

         "Effective Date": the date on which all of the conditions set forth in
Section 5 have been satisfied.

         "Employee Benefit Plan": an employee benefit plan within the meaning of
Section 3(3) of ERISA maintained, sponsored or contributed to by the Borrower,
any of its Subsidiaries or any ERISA Affiliate.

         "Environmental Laws": means all applicable laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating to the environment, preservation or reclamation of natural resources,
or the management or release of any Hazardous Material.

         "Environmental Liability": means, as to any Person, any liability,
contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of such Person
directly or indirectly resulting from or based upon (i) violation of any
Environmental Law, (ii) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (iii) exposure to any
Hazardous Materials, (iv) the release or threatened release of any Hazardous
Materials into the environment or (v) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

         "ERISA": the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations issued thereunder, as
from time to time in effect.

         "ERISA Affiliate": when used with respect to an Employee Benefit Plan,
ERISA, the PBGC or a provision of the Code pertaining to employee benefit plans,
any Person which is a member of any group of organizations within the meaning of
Sections 414(b) or (c) of the Code (or, solely for purposes of potential
liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code
and the lien created under Section 302(f) of ERISA and Section 412(n) of the
Code, Sections 414(m) or (o) of the Code) of which the Borrower or any of its
Subsidiaries is a member.

         "Eurodollar Advances": collectively, the Revolving Credit Loans (or any
portions thereof), at such time as they (or such portions) are made and/or being
maintained at a rate of interest based upon the Eurodollar Rate.


                                       9
<PAGE>   17
                  "Eurodollar Rate": with respect to each Eurodollar Advance, a
rate of interest per annum, as determined by the Administrative Agent, obtained
by dividing (and then rounding to the nearest 1/16 of 1% or, if there is no
nearest 1/16 of 1%, then to the next higher 1/16 of 1%):

         (a) the rate, as reported by BNY to the Administrative Agent, quoted by
BNY to leading banks in the interbank eurodollar market as the rate at which BNY
is offering Dollar deposits in an amount equal approximately to the Eurodollar
Advance of BNY to which such Interest Period shall apply for a period equal to
such Interest Period, as quoted at approximately 11:00 a.m. two Business Days
prior to the first day of such Interest Period, by

         (b) a number equal to 1.00 minus the aggregate of the then stated
maximum rates during such Interest Period of all reserve requirements (including
marginal, emergency, supplemental and special reserves), expressed as a decimal,
established by the Board of Governors of the Federal Reserve System and any
other banking authority to which BNY and other major United States money center
banks are subject, in respect of eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board of Governors of the
Federal Reserve System), without benefit of credit for proration, exceptions or
offsets which may be available from time to time to any Lender.

         "Event of Default": as defined in Section 9.1.

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

         "Excluded Taxes": collectively, in the case of any Indemnified Tax
Person, (i) Taxes imposed on the net income of such Indemnified Tax Person by
the jurisdiction in which such Indemnified Tax Person has its situs of
organization or in which such Indemnified Tax Person's lending office is located
or is engaged in business, (ii) Taxes imposed on the net income of such
Indemnified Tax Person (other than those Taxes described in clause (i)), except
to the extent that such Taxes would not have been incurred but for the situs of
organization, any place of business or the activities of the Borrower or any of
its Subsidiaries in the jurisdiction imposing the Tax, (iii) Taxes (other than
withholding Taxes) imposed on or measured by the gross income, gross receipts or
capital of such Indemnified Tax Person, except to the extent that such Taxes
would not have been incurred but for the situs of organization, any place of
business or the activities of the Borrower or any of its Subsidiaries in the
jurisdiction imposing the Tax, (iv) any withholding Taxes imposed with respect
to a payment to a person who has become a Lender as a result of an Assignment to
the extent such withholding arises as a result of Section 881(c)(3)(A) of the
Code, (v) any Tax imposed on a transfer of a Note, and (vi) any Tax imposed as a
result of the willful misconduct of such Indemnified Tax Person.

         "Existing Credit Agreement": as defined in the preamble.

         "Federal Funds Rate": for any day, a rate per annum (expressed as a
decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such


                                       10
<PAGE>   18
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (i) if the day for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if such rate is not so
published for any day, the Federal Funds Rate for such day shall be the average
of the quotations for such day on such transactions received by BNY as
determined by BNY and reported to the Administrative Agent.

         "Fees": as defined in Section 2.12.

         "Financial Officer": as to any Person, the chief financial officer of
such Person or such other officer as shall be satisfactory to the Administrative
Agent.

         "Financial Statements": as defined in Section 4.13.

         "Fleet LC": the letter of credit in the amount of $3,551,781 issued by
Fleet National Bank with respect to the Shafter, California IDB facility.

         "Fleet LC Agreement": collectively, (i) the Amended and Restated
Reimbursement Agreement, dated as of December 4, 2000, between Fleet National
Bank and Building Materials Manufacturing Corporation providing for the issuance
of the Fleet LC, and (ii) the Parent Guarantee, dated as of December 4, 2000,
pursuant to which the Borrower unconditionally guarantees to Fleet National Bank
the obligations of Building Materials Manufacturing Corporation under the
Amended and Restated Reimbursement Agreement described in clause (i) of this
definition.

         "Fleet LC Exposure": with respect to any Voting Lender, the amount of
the undrawn face amount of the Fleet LC plus the amount of any unpaid drafts
drawn under the Fleet LC held by such Voting Lender.

         "Fronting Fees": as defined in Section 3.2(c).

         "Funded Current Liability Percentage": as defined in Section 401(a)(29)
of the Code.

         "GAAP": generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and in the statements and
pronouncements of the Financial Accounting Standards Board or in such other
statement by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination, consistently applied.

         "Governmental Authority": any foreign, federal, state, municipal or
other government, or any department, commission, board, bureau, agency, public
authority or instrumentality thereof, or any court or arbitrator.


                                       11
<PAGE>   19
         "Guarantor": at any time, any Subsidiary of the Borrower that is a
party to the Subsidiary Guaranty.

         "Guaranty Documents": means the Subsidiary Guaranty and each other
guaranty agreement, instrument or other document executed or delivered pursuant
to Section 7.11 or 7.12 to guarantee any of the Obligations.

         "Hazardous Materials": means all substances or wastes regulated or
characterized as explosive, radioactive, toxic, hazardous, contaminant or
pollutant under Environmental Laws, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas and infectious or medical wastes.

         "Hedge Agreement": any swap agreement, cap agreement, collar agreement,
futures contract, forward contract or similar agreement or arrangement entered
into to protect against or mitigate the effect of fluctuations in interest
rates, foreign exchange rates or prices of commodities used in the business of
the Borrower and its Subsidiaries.

         "Highest Lawful Rate": as to any Lender or any Issuing Bank, the
maximum rate of interest, if any, that at any time or from time to time may be
contracted for, taken, charged or received by such Lender on the Note held by it
or by such Issuing Bank pursuant to the Reimbursement Agreements, as the case
may be, or which may be owing to such Lender or such Issuing Bank pursuant to
the Loan Documents under the laws applicable to such Lender or such Issuing Bank
and this transaction.

         "Included Taxes": all Taxes other than Excluded Taxes.

         "Indebtedness": as to any Person, at a particular time, all items which
constitute, without duplication, (i) indebtedness for borrowed money, (ii)
indebtedness in respect of the deferred purchase price of Property (other than
trade payables incurred in the ordinary course of business), (iii) indebtedness
evidenced by notes, bonds, debentures or similar instruments, (iv) obligations
with respect to any conditional sale or title retention agreement, (v)
indebtedness arising under acceptance facilities and the amount available to be
drawn under all letters of credit issued for the account of such Person and,
without duplication, all drafts drawn thereunder to the extent such Person shall
not have reimbursed the issuer in respect of the issuer's payment thereof, (vi)
all liabilities secured by any Lien on any Property owned by such Person even
though such Person has not assumed or otherwise become liable for the payment
thereof (other than carriers', warehousemen's, mechanics', repairmen's or other
like non-consensual statutory Liens arising in the ordinary course of business),
(vii) obligations under Capital Leases, (viii) all obligations of such Person in
respect of Capital Stock subject to mandatory redemption or redemption at the
option of the holder thereof, in whole or in part, and (ix) all Contingent
Obligations of such Person in respect of any of the foregoing.

         "Indemnified Liabilities": as defined in Section 11.5.

         "Indemnified Person": as defined in Section 11.8.


                                       12
<PAGE>   20
         "Indemnified Tax Person": the Administrative Agent, the Swing Line
Lender, any Issuing Bank or any Lender.

         "Interest Coverage Ratio": at any date of determination, the ratio of
Consolidated EBITDA to Consolidated Interest Expense, in each case for the four
fiscal quarter period ending on such date or, if such date is not the last day
of a fiscal quarter, for the immediately preceding four fiscal quarter period.

         "Interest Payment Date": (i) as to any ABR Advance, the last day of
each calendar month and each day that such ABR Advance is repaid or converted,
(ii) as to any Swing Line Loan, the last day of each calendar month and the date
on which the outstanding principal balance of such Swing Line Loan shall become
due and payable in accordance with Section 2.3, (iii) as to any Eurodollar
Advance, (x) the last day of each calendar month and (y) the last day of the
Interest Period with respect to such Eurodollar Advance, and (iv) as to all
Advances, the Maturity Date, provided that, for purposes of clauses (i), (ii)
and (iii)(x) of this definition, if any such Interest Payment Date would
otherwise end on a day that is not a Business Day, such Interest Payment Date
shall be extended to the next succeeding Business Day.

         "Interest Period":

         (a) subject to the provisions of Section 3.4, with respect to any
Eurodollar Advance requested by the Borrower, the period commencing on, as the
case may be, the Borrowing Date or Conversion Date with respect to such
Eurodollar Advance and ending one, two, three or six months thereafter, as
selected by the Borrower in its irrevocable Borrowing Request or its irrevocable
Notice of Conversion, provided, however, that (i) if any Interest Period would
otherwise end on a day which is not a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless the result of such
extension would be to carry such Interest Period into another calendar month, in
which event such Interest Period shall end on the immediately preceding Business
Day and (ii) any Interest Period which begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of a calendar month; and

         (b) subject to the provisions of Section 3.4, with respect to any Swing
Line Loan requested by the Borrower, the period commencing on the Borrowing Date
with respect to such Swing Line Loan and ending on or between one and five
Business Days thereafter, as selected by the Borrower in its irrevocable
Borrowing Request, provided, however, that (i) if any Interest Period would
otherwise end on a day that is not a Business Day, such Interest Period shall be
extended to the next succeeding Business Day, and (ii) the Borrower shall select
Interest Periods so as not to have more than three different Interest Periods
outstanding at any one time for all Swing Line Loans.

         "Invested Cash": means cash and Cash Equivalents (excluding System
Cash, Disbursement Account No. 1 Cash and Disbursement Account No. 2 Cash).


                                       13
<PAGE>   21
         "Investments": as defined in Section 8.5.

         "Issuing Banks": BNY and The Chase Manhattan Bank, each an "Issuing
Bank".

         "Lead Arranger": BNY Capital Markets.

         "Letter of Credit": as defined in Section 2.9(a). The term "Letter of
Credit" shall include all Letters of Credit outstanding on the Effective Date
under the Existing Credit Agreement.

         "Letter of Credit Commissions": as defined in Section 3.2(b).

         "Letter of Credit Commitment": the commitment of the Issuing Banks to
issue Letters of Credit having an aggregate outstanding face amount up to the
Aggregate Revolving Credit Commitment Amount, and the commitment of the Lenders
to participate in the Letter of Credit Exposure as set forth in Section 2.10.

         "Letter of Credit Exposure": as of any date and in respect of any
Lender, an amount equal to (i) the sum as of such date, without duplication, of
(x) the aggregate undrawn face amount of all outstanding Letters of Credit, (y)
the aggregate amount of unpaid drafts drawn on all Letters of Credit, and (z)
the aggregate unpaid Reimbursement Obligations (after giving effect to any
Revolving Credit Loans made on such date to pay any such Reimbursement
Obligations), multiplied by (ii) such Lender's Commitment Percentage.

         "Letter of Credit Participation": with respect to each Lender, its
obligations to each Issuing Bank hereunder.

         "Letter of Credit Request": a request in the form of Exhibit C-2.

         "Lien": any mortgage, pledge, hypothecation, assignment, deposit or
preferential arrangement, encumbrance, lien (statutory or other), or other
security agreement or security interest of any kind or nature whatsoever,
including any conditional sale or other title retention agreement (other than an
operating lease) and any capital or financing lease having substantially the
same economic effect as any of the foregoing.

         "Loan": a Revolving Credit Loan or a Swing Line Loan, as the case may
be.

         "Loan Documents": collectively, this Agreement, the Notes, the
Reimbursement Agreements, the Guaranty Documents, the Security Documents and all
other agreements, instruments and documents executed or delivered in connection
herewith, in each case as amended, supplemented or otherwise modified from time
to time.

         "Loans": the Revolving Credit Loans and/or the Swing Line Loans, as the
case may be.


                                       14
<PAGE>   22
         "Management Agreement": the Amended and Restated Management Agreement,
dated as of January 1, 1999, among GAF Corporation, G-I Holdings Inc., G
Industries Corp., Merick Inc., GAF Fiberglass Corporation, International
Specialty Products Inc., GAF Building Materials Corporation, GAF Broadcasting
Company, Inc., the Borrower and ISP Opco Holdings Inc., and as the same may be
further amended, supplemented or otherwise modified from time to time in
accordance with Section 8.10.

         "Managing Person": with respect to any Person that is (i) a
corporation, its board of directors, (ii) a limited liability company, its board
of control, managing member or members, (iii) a limited partnership, its general
partner, (iv) a general partnership or a limited liability partnership, its
managing partner or executive committee or (v) any other Person, the managing
body thereof or other Person analogous to the foregoing.

         "Mandatory Borrowing": as defined in Section 2.3(c).

         "Margin Stock": any "margin stock", as defined in Regulation U of the
Board of Governors of the Federal Reserve System, as amended, supplemented or
otherwise modified from time to time.

         "Marketable Securities": liquid marketable securities (other than Cash
Equivalents) owned by the Borrower and its Subsidiaries (free and clear of any
restriction) which are traded on a major United States exchange (which shall
include, without limitation, the NASDAQ (national market system)).

         "Material Adverse Change": a material adverse change in (i) the
financial condition, operations, business, prospects or Property of (A) the
Borrower or (B) the Borrower and its Subsidiaries taken as a whole (which in the
case of clauses (A) and (B) shall exclude the status of asbestos related claims
(other than asbestos related claims made by any Governmental Authority under any
Environmental Laws) against the Borrower or any of its Subsidiaries), (ii) the
ability of the Borrower or any of its Subsidiaries to perform any of its
obligations under the Loan Documents to which it is a party or (iii) the ability
of the Administrative Agent and the Lenders to enforce any of the Loan
Documents.

         "Material Adverse Effect": a material adverse effect on (i) the
financial condition, operations, business, prospects or Property of (A) the
Borrower or (B) the Borrower and its Subsidiaries taken as a whole (which in the
case of clauses (A) and (B) shall exclude the status of asbestos related claims
(other than asbestos related claims made by any Governmental Authority under any
Environmental Laws) against the Borrower or any of its Subsidiaries), (ii) the
ability of the Borrower or any of its Subsidiaries to perform any of its
obligations under the Loan Documents to which it is a party or (iii) the ability
of the Administrative Agent and the Lenders to enforce any of the Loan
Documents.

         "Material Agreements": collectively, the Senior Note Indentures, the
Tax Sharing Agreement, the Management Agreement and the Receivables Purchase
Documents.


                                       15
<PAGE>   23
         "Maturity Date": August 18, 2003, or such earlier date on which the
Revolving Credit Notes shall become due and payable, whether by acceleration or
otherwise.

         "Moody's": Moody's Investors Service, Inc. and any successor thereto
that is a nationally recognized rating agency or, if neither Moody's Investors
Service, Inc. nor any such successor shall be in the business of rating senior
unsecured long-term debt, a nationally recognized rating agency in the United
States selected by the Required Lenders.

         "Mortgage": means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations. Each Mortgage shall be
satisfactory in form and substance to the Administrative Agent.

         "Mortgaged Property": means, initially, each parcel of real property
and the improvements thereto owned by the Borrower or any Guarantor and
identified on Schedule 1.1(m), and includes each other parcel of real property
and improvements thereto with respect to which a Mortgage is granted pursuant to
Section 7.11 or 7.12.

         "Multiemployer Plan": a Pension Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

         "Note": a Revolving Credit Note or the Swing Line Note, as the case may
be.

         "Notes": the Revolving Credit Notes and/or the Swing Line Note, as the
case may be.

         "Notice of Conversion": a notice substantially in the form of Exhibit
D.

         "Obligations": as defined in the Security Agreement.

         "Organizational Documents": as to any Person which is (i) a
corporation, the certificate or articles of incorporation and by-laws of such
Person, (ii) a limited liability company, the limited liability company
agreement or similar agreement of such Person, (iii) a partnership, the
partnership agreement or similar agreement of such Person, or (iv) any other
form of entity or organization, the organizational documents analogous to the
foregoing.

         "Original Effective Date": August 18, 1999.

         "Outstanding Percentage": as of any date and with respect to each
Lender, each Issuing Bank and the Swing Line Lender, as the case may be, a
fraction the numerator of which is the Outstandings of such Lender, such Issuing
Bank or the Swing Line Lender, as applicable, on such date, and the denominator
of which is the aggregate Outstandings of all Lenders, the Issuing Banks and the
Swing Line Lender on such date.


                                       16
<PAGE>   24
         "Outstandings": as of any date, an amount equal to (a) with respect to
any Issuing Bank, (i) the aggregate sum of all drafts honored under all Letters
of Credit of such Issuing Bank after the Original Effective Date minus (ii) all
payments made after the Original Effective Date to such Issuing Bank by the
Borrower and the Lenders in reimbursement thereof or participation therein, as
the case may be, (b) with respect to the Swing Line Lender, (i) the outstanding
principal balance on such date of all Swing Line Loans minus (ii) the aggregate
sum of all payments by any Lender in participation of such Swing Line Loans, and
(c) with respect to each Lender, the outstanding principal balance on such date
of all the Revolving Credit Loans of such Lender plus (i) the aggregate sum of
all payments by such Lender in participation of the Reimbursement Obligations
and the Swing Line Loans minus (ii) all reimbursements received by such Lender
in respect thereof.

         "Parent Letter of Credit": as defined in Section 2.9(a).

         "Parent Letter of Credit Amount": an amount equal to (i) the aggregate
original face amount of all Parent Letters of Credit issued on or after the
Closing Date plus (ii) the amount of each increase to the face amount of any
such Parent Letter of Credit minus (iii) the sum of, without duplication (A) the
amount of each reduction to the face amount of any such Parent Letter of Credit
not resulting from any drawing thereunder and (B) the undrawn face amount of any
such Parent Letter of Credit that has been terminated.

         "Parents": collectively, (i) G-I Holdings Inc. and any Subsidiary of
G-I Holdings Inc. (and their respective successors), in each case so long as
such corporation owns directly or indirectly a majority of the Voting Shares of
the Borrower, and (ii) solely for purpose of the definition of "Change of
Control", any other Person that may own directly or indirectly a majority of the
Voting Shares of the Borrower.

         "Payroll Accounts": deposit accounts maintained in the ordinary course
of business by the Borrower or any of its Subsidiaries for the purpose of paying
payroll and related benefit costs and remitting withholding and other payroll
taxes and costs.

         "PBGC": the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA, or any Governmental Authority succeeding to
the functions thereof.

         "Pension Plan": at any date of determination, any Employee Benefit Plan
(including a Multiemployer Plan), the funding requirements of which (under
Section 302 of ERISA or Section 412 of the Code) are, or at any time within the
six years immediately preceding such date, were in whole or in part, the
responsibility of the Borrower, any of its Subsidiaries or any ERISA Affiliate.

         "Permitted Holders": collectively, (i) Samuel J. Heyman, his heirs,
administrators, executors and entities of which a majority of the Voting Shares
is owned by Samuel J. Heyman, his heirs, administrators or executors and (ii)


                                       17
<PAGE>   25
any Person controlled, directly or indirectly, by Samuel J. Heyman or his heirs,
administrators or executors.

         "Permitted Lien": a Lien permitted to exist under Section 8.2.

         "Person": any individual, firm, partnership, limited liability company,
joint venture, corporation, association, business enterprise, joint stock
company, unincorporated association, trust, Governmental Authority or any other
entity, whether acting in an individual, fiduciary, or other capacity, and for
the purpose of the definition of "ERISA Affiliate", a trade or business.

         "Petty Cash Accounts": deposit accounts maintained in the ordinary
course of business by the Borrower or any of its Subsidiaries for the purpose of
reimbursing employees for ordinary course expenditures or for other incidental
expenses, such deposit accounts for the Borrower and its Subsidiaries not to
exceed $100,000 in the aggregate.

         "Prohibited Transaction": a transaction which is prohibited under
Section 4975 of the Code or Section 406 of ERISA and not exempt under Section
4975 of the Code or Section 408 of ERISA.

         "Property": all types of real, personal, tangible, intangible or mixed
property.

         "Proposed Lender": as defined in Section 3.12.

         "Qualified Depositary Institution": any commercial bank organized under
the laws of the United States of America or any State thereof that (i) is listed
on Schedule 1.1(q) or (ii) either (x) has capital and surplus in excess of
$50,000,000 or (y) is satisfactory to the Administrative Agent and, in either
case, whose deposits are federally insured.

         "Receivables Purchase Documents": collectively, (i) the Pooling and
Services Agreement, dated as of November 1, 1996, among the Borrower, BMCA
Receivables Corporation and BNY, as trustee, as supplemented by the Series
1996-1 Supplement, dated as of November 1, 1996, and the Receivables Purchase
Agreement, dated as of November 1, 1996, among the Borrower and BMCA Receivables
Corporation, and (ii) any amendment, modification, waiver, extension or
replacement of such documents on terms and conditions that could not reasonably
be expected to (x) denigrate the value of the security interest of the
Collateral Agent in the Capital Stock of the Receivables Subsidiary or in any
other Collateral, including any accounts receivable of the Borrower or any of
its Subsidiaries (other than the Receivables Subsidiary) not subject to the
documents described in clause (i) of this definition, or (y) restrict the rights
of the Collateral Agent to foreclose or otherwise pursue its remedies under the
Security Agreement with respect to such Capital Stock or such other Collateral,
in either case in comparison to such value or rights in existence immediately
prior to such amendment, modification, waiver, extension or replacement under
such documents (it being understood that advance rates, eligibility
requirements, concentration limits and a maturity date (provided such maturity
date is later than September 30, 2001) more favorable to the Receivables
Subsidiary shall not be deemed to denigrate such value or restrict such rights),


                                       18
<PAGE>   26
provided that the aggregate amount of indebtedness to be incurred under such
documents shall not exceed $115,000,000.

         "Receivables Subsidiary": BMCA Receivables Corporation, a
special-purpose Delaware corporation, or any other special-purpose Subsidiary of
the Borrower hereafter created or acquired that deals exclusively with the
purchase and sale of the receivables of the Borrower and its Subsidiaries as
permitted by Section 8.5(i).

         "Regulatory Change": the occurrence of any of the following after the
Effective Date: (i) the adoption of any treaty, constitution, law, rule or
regulation, (ii) the issuance or promulgation of any directive, guideline or
request from any Governmental Authority (whether or not having the force of
law), or (iii) any change in the interpretation of any existing treaty,
constitution, law, rule, regulation, directive, guideline or request by any
Governmental Authority.

         "Reimbursement Agreement": as defined in Section 2.9(b).

         "Reimbursement Obligation": the obligation of the Borrower to reimburse
an Issuing Bank for amounts drawn under a Letter of Credit of such Issuing Bank.

         "Reportable Event": with respect to any Pension Plan, (i) any event set
forth in Sections 4043(c) (other than a Reportable Event as to which the 30 day
notice requirement is waived by the PBGC under applicable regulations), 4062(c)
or 4063(a) of ERISA or the regulations thereunder, (ii) an event requiring the
Borrower, any of its Subsidiaries or any ERISA Affiliate to provide security to
a Pension Plan under Section 401(a)(29) of the Code, or (iii) any failure to
make any payment required by Section 412(m) of the Code.

         "Required Lenders": at any time (i) prior to the Revolving Credit
Commitment Termination Date, Voting Lenders having Voting Exposures greater than
or equal to 51% of the Aggregate Voting Exposure and (ii) on or after the
Revolving Credit Commitment Termination Date, Voting Lenders having aggregate
(x) Credit Exposures, (y) Chase Platinum Exposures and (z) Fleet LC Exposures
greater than or equal to 51% of the Aggregate Voting Exposure (or, if there is
no Credit Exposure, Chase Platinum Exposure or Fleet LC Exposure, Voting Lenders
having Voting Exposures greater than or equal to 51% of the Aggregate Voting
Exposure immediately prior to there being no Voting Exposure).

         "Responsible Officer": with respect to any Person, the Chairman of the
Board, the President, the Chief Financial Officer, the Chief Executive Officer
or the Treasurer of such Person.

         "Restricted Payment": as to any Person (i) any dividend or other
distribution, direct or indirect, on account of any shares of Capital Stock or
other equity interest in such Person now or hereafter outstanding (other than a
dividend payable solely in shares of such Capital Stock to the holders of such
shares), (ii) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition, direct or indirect, of any shares of any class of
Capital Stock or other equity interest in such Person now or hereafter
outstanding, and (iii) any other loan or payment made by the Borrower or any of


                                       19
<PAGE>   27
its Subsidiaries to any Parent or on behalf of any Parent (other than any
payment made pursuant to the terms of the Tax Sharing Agreement).

         "Revolving Credit Commitment": in respect of any Lender, such Lender's
undertaking during the Revolving Credit Commitment Period to make Revolving
Credit Loans, subject to the terms and conditions hereof, in an aggregate
outstanding principal amount not exceeding the Revolving Credit Commitment
Amount of such Lender.

         "Revolving Credit Commitment Amount": as of any date and with respect
to any Lender, (i) the amount set forth adjacent to its name under the heading
"Revolving Credit Commitment Amount" in Exhibit A on such date, (ii) in the
event that such Lender is not listed in Exhibit A, the "Revolving Credit
Commitment Amount" which such Lender shall have assumed from another Lender in
accordance with Section 3.12 or 11.7 on or prior to such date, or (iii) the
amount set forth in any Revolving Credit Commitment Supplement executed by such
Lender, in each case as the same may be adjusted from time to time pursuant to
Sections 2.6, 3.12 and 11.7.

         "Revolving Credit Commitment Period": the period from the Effective
Date until the Revolving Credit Commitment Termination Date.

         "Revolving Credit Commitment Termination Date": the earlier of the
Business Day immediately preceding the Maturity Date or such other date upon
which the Revolving Credit Commitments shall have been terminated in accordance
herewith.

         "Revolving Credit Loan" and "Revolving Credit Loans": as defined in
Section 2.1. The terms "Revolving Credit Loan" and "Revolving Credit Loans"
shall include all Revolving Credit Loans outstanding on the Effective Date under
the Existing Credit Agreement.

         "Revolving Credit Note" and "Revolving Credit Notes": as defined in
Section 2.2.

         "Sale-Leaseback Transaction": as defined in Section 8.13.

         "SEC": the Securities and Exchange Commission or any Governmental
Authority succeeding to the functions thereof.

         "Secured Parties": as defined in the Security Agreement.

         "Security Agreement": means the Security Agreement, substantially in
the form of Exhibit J, among the Borrower, the Subsidiary Guarantors and the
Collateral Agent, for the benefit of the Secured Parties.

         "Security Documents": means the Security Agreement, the Collateral
Agent Agreement, the Mortgages, the Depositary Control Agreements and each other
security agreement, instrument or other document executed or delivered pursuant
to Sections 7.11 or 7.12 or pursuant to the Security Agreement to secure any of
the Obligations.


                                       20
<PAGE>   28
         "Senior Note Indentures": collectively, (i) the Indenture, dated as of
December 9, 1996, between the Borrower and BNY, as trustee, pursuant to which
8-5/8% Senior Notes due 2006 were issued, (ii) the Indenture, dated as of
October 20, 1997, between the Borrower and BNY, as trustee, pursuant to which 8%
Senior Notes due 2007 were issued, (iii) the Indenture, dated as of July 17,
1998, between the Borrower and The Bank of New York, as trustee, pursuant to
which 7.75% Senior Notes due 2005 were issued, (iv) the Indenture, dated as of
December 3, 1998, between the Borrower and The Bank of New York, as trustee,
pursuant to which 8.00% Senior Notes due 2008 were issued, and (v) the
Indenture, dated as of July 5, 2000, between the Borrower and The Bank of New
York, as trustee, pursuant to which 10.50% Senior Notes due 2002 were issued, as
each Indenture described in clauses (i) - (iv) above has been supplemented by a
First Supplemental Indenture, dated as of January 1, 1999, and by a Second
Supplemental Indenture, dated the date of the Senior Note Consent Solicitations,
pursuant to the terms of the Senior Note Consent Solicitation applicable to such
Indenture, and as the Indenture described in clause (v) above has been
supplemented by a First Supplemental Indenture, dated the date of the Senior
Note Consent Solicitations, pursuant to the terms of the Senior Note Consent
Solicitation applicable to such Indenture, and as each of the same may be
further amended, supplemented or otherwise modified from time to time in
accordance with Section 8.10.

         "Senior Note Indenture Consent Solicitations": means the consent
solicitations distributed with respect to each Senior Note Indenture and
substantially in the form of Exhibit K.

         "Solvent": with respect to any Person on a particular date, the
condition that on such date, (i) the fair value of the Property of such Person
is greater than the total amount of liabilities, including contingent
liabilities, of such Person, (ii) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (iii) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay as such
debts and liabilities mature, and (iv) such Person is not engaged in business or
a transaction, and is not about to engage in business or a transaction, for
which such Person's Property would constitute an unreasonably small amount of
capital. For purposes of this definition, the amount of any contingent liability
at any time shall be computed as the amount that, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability after taking into account
probable payments by co-obligors.

         "Special Counsel": Bryan Cave LLP, special counsel to the
Administrative Agent.

         "Standard & Poor's": Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally
recognized rating agency or, if neither such division nor any such successor
shall be in the business of rating senior unsecured long-term debt, a nationally
recognized rating agency in the United States selected by the Required Lenders.

         "Standby Letters of Credit": as defined in Section 2.9(a).


                                       21
<PAGE>   29
         "Subsidiary": as to any Person, any corporation, association,
partnership, limited liability company, joint venture or other business entity
of which such Person or any Subsidiary of such Person, directly or indirectly,
either (i) in respect of a corporation, owns or controls more than 50% of the
outstanding Capital Stock having ordinary voting power to elect a majority of
the Managing Person thereof, irrespective of whether a class or classes shall or
might have voting power by reason of the happening of any contingency, or (ii)
in respect of an association, partnership, limited liability company, joint
venture or other business entity, is entitled to share in more than 50% of the
profits and losses, however determined.

         "Subsidiary Guaranty": the Subsidiary Guaranty, by and among the
Subsidiaries party thereto and the Administrative Agent, substantially in the
form of Exhibit I, as amended, supplemented or otherwise modified from time to
time.

         "Swing Line Commitment": the undertaking of the Swing Line Lender
during the Swing Line Commitment Period to make Swing Line Loans, subject to the
terms and conditions hereof, in an aggregate outstanding principal amount not in
excess of the Swing Line Commitment Amount, and the commitment of the Lenders to
participate therein as set forth in Section 2.3, as the same may be reduced
pursuant to Section 2.6.

         "Swing Line Commitment Amount": $5,000,000.

         "Swing Line Commitment Period": the period from the Effective Date to,
but excluding, the Swing Line Termination Date.

         "Swing Line Exposure": at any time, in respect of any Lender, an amount
equal to the aggregate outstanding principal amount of the Swing Line Loans at
such time multiplied by such Lender's Commitment Percentage at such time.

         "Swing Line Loan" and "Swing Line Loans": as defined in Section 2.3(a).
The terms "Swing Line Loan" and "Swing Line Loans" shall include all Swing Line
Loans outstanding on the Effective Date under the Existing Credit Agreement.

         "Swing Line Note": as defined in Section 2.4.

         "Swing Line Participation Amount": as defined in Section 2.3(d).

         "Swing Line Termination Date": the date which is fifteen days prior to
the Maturity Date, or if earlier, the Revolving Credit Commitment Termination
Date.

         "System Cash": means any cash of the Borrower and its Subsidiaries
(other than the Receivables Subsidiary, provided that any cash of the
Receivables Subsidiary that is distributed or otherwise paid to the Borrower or
any of its other Subsidiaries shall constitute System Cash upon receipt by the
Borrower or any such other Subsidiary) not deposited in the Cash Collateral
Account, excluding (i) any cash deposited in Payroll Accounts in amounts not
exceeding the amounts calculated by the Borrower to be reasonably sufficient to


                                       22
<PAGE>   30
fund the next payroll and related benefit costs and remit withholding and other
payroll taxes and related costs of the Borrower and its Subsidiaries, (ii) any
cash deposited in Petty Cash Accounts, (iii) any cash deposited in Disbursement
Account No. 1 in amounts calculated by the Borrower to be reasonably sufficient
to cover checks drawn on and presented for payment against Disbursement Account
No. 1 and transfers of funds (including ACH and wire transfers) out of
Disbursement Account No. 1, in either case for the payment when due of costs,
expenditures and obligations of the Borrower and its Subsidiaries permitted by
this Agreement, and (iv) any cash deposited in Disbursement Account No. 2 for
the payment when due of costs, expenditures and obligations of the Borrower and
its Subsidiaries permitted by this Agreement, provided that cash in Disbursement
Account No. 2 shall not exceed $1,000,000 at any time.

         "Tax": any present or future tax, levy, impost, duty, charge, fee,
deduction or withholding of any nature and whatever called, by a Governmental
Authority, on whomsoever and wherever imposed, levied, collected, withheld or
assessed.

         "Tax Sharing Agreement": the Tax Sharing Agreement, dated as of January
31, 1994, among GAF Corporation, G-I Holdings Inc. and the Borrower, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with Section 8.10.

         "Termination Event": with respect to any Pension Plan, (i) a Reportable
Event, (ii) the termination of a Pension Plan, or the filing of a notice of
intent to terminate a Pension Plan, or the treatment of a Pension Plan amendment
as a termination, in each case under Section 4041(c) of ERISA, (iii) the
institution of proceedings to terminate a Pension Plan under Section 4042 of
ERISA, or (iv) the appointment of a trustee to administer any Pension Plan under
Section 4042 of ERISA.

         "Trade Letters of Credit": as defined in Section 2.9(a).

         "Trademark License Agreement": the Trademark License Agreement, dated
as of April 12, 1989, by and between GAF Chemicals Corporation and GAF Building
Materials Corporation.

         "2000 Credit Agreement": the Credit Agreement, dated as of December 4,
2000, by and among the Borrower, the lenders party thereto and BNY, as swing
line lender and as administrative agent.

         "Unfunded Pension Liabilities": with respect to any Pension Plan, at
any date of determination, the amount determined by taking the accumulated
benefit obligation, as disclosed in accordance with Statement of Accounting
Standards No. 87, "Employers' Accounting for Pensions", over the fair market
value of Pension Plan assets.

         "United States": the United States of America (including the States
thereof and the District of Columbia).


                                       23
<PAGE>   31
         "Unqualified Amount": as defined in Section 3.1(c).

         "Unrecognized Retiree Welfare Liability": with respect to any Employee
Benefit Plan that provides postretirement benefits other than pension benefits,
the amount of the transition obligation, as determined in accordance with
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," as of the most recent valuation
date, that has not been recognized as an expense in an income statement of the
Borrower and its Subsidiaries, provided that prior to the date such Statement is
applicable to the Borrower, such amount shall be based on an estimate made in
good faith of such transition obligation.

         "Upstream Transfers": as defined in Section 8.12.

         "U.S. Person": a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under any
laws of the United States, or any estate or trust that is subject to United
States federal income taxation regardless of the source of its income.

         "Voting Exposure": with respect to any Voting Lender, the sum of (i)
the Revolving Credit Commitment Amount of such Voting Lender, (ii) the
outstanding principal amount of the Chase Platinum Substitute Note held by such
Voting Lender and (iii) the undrawn face amount of the Fleet LC plus the amount
of any unpaid drafts drawn under the Fleet LC held by such Voting Lender.

         "Voting Lenders": the Lenders, The Chase Manhattan Bank under the Chase
Platinum Substitute Note (and each other holder thereof), and Fleet National
Bank under the Fleet LC Agreement (and each other holder thereof).

         "Voting Shares": with respect to any Person, all outstanding shares of
any class or classes (however designated) of Capital Stock of such Person
entitled to vote generally in the election of members of the Managing Person
thereof.

         1.2. Principles of Construction

         (a) All terms defined in a Loan Document shall have the meanings given
such terms therein when used in the other Loan Documents or any certificate,
opinion or other document made or delivered pursuant thereto, to the extent not
otherwise provided therein.

         (b) As used in the Loan Documents and in any certificate, opinion or
other document made or delivered pursuant thereto, accounting terms not defined
in Section 1.1, and accounting terms partly defined in Section 1.1, to the
extent not defined, shall have the respective meanings given to them under GAAP.
If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in this Agreement, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to reflect such change in GAAP (subject to the approval of the
Required Lenders), provided that, until so amended, (i) such ratio or


                                       24
<PAGE>   32
requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (ii) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and other documents required under this
Agreement (or as the Administrative Agent may reasonably request) setting forth
a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.

         (c) The words "hereof", "herein", "hereto" and "hereunder" and similar
words when used in a Loan Document shall refer to such Loan Document as a whole
and not to any particular provision thereof, and Section, schedule and exhibit
references contained therein shall refer to Sections thereof or schedules or
exhibits thereto unless otherwise expressly provided therein.

         (d) The phrase "may not" is prohibitive and not permissive.

         (e) Unless the context otherwise requires, words in the singular number
include the plural, and words in the plural include the singular.

         (f) Unless specifically provided in a Loan Document to the contrary,
any reference to a time shall refer to such time in New York.

         (g) Unless specifically provided in a Loan Document to the contrary, in
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each means "to but excluding".

         (h) References in any Loan Document to a fiscal period shall refer to
that fiscal period of the Borrower.

         (i) The words "include" and "including", when used in each Loan
Document, shall mean that the same shall be included "without limitation",
unless otherwise expressly provided therein.

         (j) Any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein).

2.       AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT

         2.1. Revolving Credit Loans

         Subject to the terms and conditions hereof, each Lender severally (and
not jointly) agrees to make revolving credit loans (each a "Revolving Credit
Loan" and, as the context may require, collectively with all other Revolving
Credit Loans of such Lender and with the Revolving Credit Loans of all other
Lenders, the "Revolving Credit Loans") in Dollars to the Borrower from time to


                                       25
<PAGE>   33
time during the Revolving Credit Commitment Period, provided that immediately
after giving effect thereto (i) such Lender's Credit Exposure shall not exceed
such Lender's Revolving Credit Commitment Amount, and (ii) the Aggregate Credit
Exposure shall not exceed the Aggregate Revolving Credit Commitment Amount.
During the Revolving Credit Commitment Period, the Borrower may borrow, prepay
in whole or in part and reborrow under the Revolving Credit Commitments, all in
accordance with the terms and conditions of this Agreement. Subject to the
provisions of Sections 2.5 and 3.3, at the option of the Borrower, Revolving
Credit Loans may be made as one or more (i) ABR Advances, (ii) Eurodollar
Advances or (iii) any combination thereof.

         2.2. Revolving Credit Notes

         The Revolving Credit Loans made by each Lender shall be evidenced by a
promissory note of the Borrower, substantially in the form of Exhibit B-1 (each,
as indorsed or modified from time to time, a "Revolving Credit Note" and,
collectively with the Revolving Credit Notes of all other Lenders, the
"Revolving Credit Notes"), payable to the order of such Lender and dated the
Effective Date. The outstanding principal balance of the Revolving Credit Loans
shall be due and payable on the Revolving Credit Commitment Termination Date.

         2.3. Swing Line Loans

         (a) Subject to the terms and conditions of this Agreement, the Swing
Line Lender agrees to make swing line loans (each a "Swing Line Loan" and,
collectively, the "Swing Line Loans") in Dollars to the Borrower from time to
time during the Swing Line Commitment Period, provided that immediately after
giving effect thereto, (i) the aggregate unpaid balance of the Swing Line Loans
shall not exceed the Swing Line Commitment Amount, and (ii) the Aggregate Credit
Exposure of all Lenders shall not exceed the Aggregate Revolving Credit
Commitment Amount. During the Swing Line Commitment Period, the Borrower may
borrow, prepay in whole or in part and reborrow under the Swing Line Commitment,
all in accordance with the terms and conditions of this Agreement.

         (b) The Swing Line Lender shall not be obligated to make any Swing Line
Loan at a time when any Lender shall be in default of its obligations under this
Agreement unless the Swing Line Lender has entered into arrangements
satisfactory to it and the Borrower to eliminate the Swing Line Lender's risk
with respect to such defaulting Lender's participation in such Swing Line Loan.
The Swing Line Lender will not make a Swing Line Loan if the Administrative
Agent or any Lender, by notice to the Swing Line Lender and the Borrower no
later than one Business Day prior to the Borrowing Date with respect to such
Swing Line Loan, shall have determined that the conditions set forth in Section
6 have not been satisfied and such conditions remain unsatisfied as of the
requested time of the making such Loan. Each Swing Line Loan shall be due and
payable on the earliest to occur of the last day of the Interest Period
applicable thereto, fifteen days prior to the Maturity Date, the date on which
the Swing Line Commitment shall have been voluntarily terminated by the Borrower
in accordance with Section 2.6, and the date on which the Swing Line Loans shall


                                       26
<PAGE>   34
become due and payable pursuant to the provisions hereof, whether by
acceleration or otherwise.

         (c) On any Business Day on which a Swing Line Loan shall remain unpaid,
the Swing Line Lender may, in its sole discretion, give notice to the Lenders
and the Borrower that such outstanding Swing Line Loan shall be funded with a
borrowing of Revolving Credit Loans (provided that such notice shall be deemed
to have been automatically given upon the occurrence of a Default or an Event of
Default under Sections 9.1(g) or (h)), in which case a borrowing of Revolving
Credit Loans made as ABR Advances (each such borrowing, a "Mandatory
Borrowing"), shall be made by all Lenders pro rata based on each such Lender's
Commitment Percentage on (i) such Business Day if such notice was given prior to
11:00 a.m. or (ii) the immediately succeeding Business Day if such notice was
given after 11:00 a.m. The proceeds of each Mandatory Borrowing shall be
remitted directly to the Swing Line Lender to repay such outstanding Swing Line
Loan. Each Lender irrevocably agrees to make a Revolving Credit Loan pursuant to
each Mandatory Borrowing in the amount and in the manner specified in the
preceding sentence and on the date specified in writing by the Swing Line Lender
notwithstanding: (i) the amount of such Mandatory Borrowing may not comply with
the minimum amount for Loans otherwise required hereunder, (ii) whether any
condition specified in Section 6 is then unsatisfied, (iii) whether a Default or
an Event of Default then exists, (iv) the Borrowing Date of such Mandatory
Borrowing, (v) the aggregate principal amount of all Loans then outstanding,
(vi) the Aggregate Credit Exposure at such time and (vii) the Aggregate
Revolving Credit Commitment Amount at such time.

         (d) Upon each receipt by a Lender of notice of an Event of Default from
the Administrative Agent pursuant to Section 10.5, such Lender shall purchase
unconditionally, irrevocably, and severally (and not jointly) from the Swing
Line Lender a participation in the outstanding Swing Line Loans (including
accrued interest thereon) in an amount equal to the product of its Commitment
Percentage and the outstanding amount of the Swing Line Loans plus all accrued
and unpaid interest thereon (the "Swing Line Participation Amount"). Each Lender
shall also be liable for an amount equal to the product of its Commitment
Percentage and any amounts paid by the Borrower pursuant to this Section 2.3
that are subsequently rescinded or avoided, or must otherwise be restored or
returned. Such liabilities shall be absolute and unconditional and without
regard to the occurrence of any Default or Event of Default or the compliance by
the Borrower with any of its obligations under the Loan Documents.

         (e) In furtherance of subsection (d) above, upon each receipt by a
Lender of notice of an Event of Default from the Administrative Agent pursuant
to Section 10.5, such Lender shall promptly make available to the Administrative
Agent for the account of the Swing Line Lender its Swing Line Participation
Amount at the office of the Administrative Agent specified in Section 11.2, in
lawful money of the United States and in immediately available funds. The
Administrative Agent shall deliver the payments made by each Lender pursuant to
the immediately preceding sentence to the Swing Line Lender promptly upon
receipt thereof in like funds as received. Each Lender shall indemnify and hold
harmless the Administrative Agent and the Swing Line Lender from and against any
and all losses, liabilities (including liabilities for penalties), actions,


                                       27
<PAGE>   35
suits, judgments, demands, costs and expenses resulting from any failure on the
part of such Lender to pay, or from any delay in paying the Administrative Agent
any amount such Lender is required to pay in accordance with this Section 2.3
(except in respect of losses, liabilities or other obligations suffered by the
Administrative Agent or the Swing Line Lender, as the case may be, resulting
from the gross negligence or willful misconduct of the Administrative Agent or
the Swing Line Lender, as the case may be), and such Lender shall be required to
pay interest to the Administrative Agent for the account of the Swing Line
Lender from the date such amount was due until paid in full, on the unpaid
portion thereof, at a rate of interest per annum equal to (i) from the date such
amount was due until the third day therefrom, the Federal Funds Rate, and (ii)
thereafter, the Federal Funds Rate plus 2%, payable upon demand by the Swing
Line Lender. The Administrative Agent shall distribute such interest payments to
the Swing Line Lender upon receipt thereof in like funds as received.

         (f) Whenever the Administrative Agent is reimbursed by the Borrower,
for the account of the Swing Line Lender, for any payment in connection with
Swing Line Loans and such payment relates to an amount previously paid by a
Lender pursuant to this Section, the Administrative Agent will promptly pay over
such payment to such Lender.

         2.4. Swing Line Note

         The Swing Line Loans made by the Swing Line Lender shall be evidenced
by a promissory note of the Borrower, substantially in the form of Exhibit B-2
(as indorsed or modified from time to time, including all replacements thereof
and substitutions therefor, the "Swing Line Note"), payable to the order of the
Swing Line Lender, dated the Effective Date and in the stated principal amount
equal to the Swing Line Commitment Amount.

         2.5. Procedure for Borrowing

         (a) Revolving Credit Loans. The Borrower may borrow under the Revolving
Credit Commitments on any Business Day during the Revolving Credit Commitment
Period, provided that the Borrower shall notify the Administrative Agent by the
delivery of a Borrowing Request, which shall be sent by facsimile and shall be
irrevocable (confirmed promptly, and in any event within five Business Days, by
the delivery to the Administrative Agent of a Borrowing Request manually signed
by the Borrower), no later than: 1:00 p.m. three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Advances, and 11:00 a.m. on
the requested Borrowing Date, in the case of ABR Advances, specifying (A) the
aggregate principal amount to be borrowed under the Revolving Credit
Commitments, (B) the requested Borrowing Date, (C) whether such borrowing is to
consist of one or more Eurodollar Advances, ABR Advances, or a combination
thereof and (D) if the borrowing is to consist of one or more Eurodollar
Advances, the length of the Interest Period for each such Eurodollar Advance.
Each (i) Eurodollar Advance to be made on a Borrowing Date, when aggregated with
all amounts to be converted to a Eurodollar Advance on such date and having the
same Interest Period as such first Eurodollar Advance, shall equal no less than
$1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof
and (ii) each ABR Advance made on each Borrowing Date shall equal no less than


                                       28
<PAGE>   36
$1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof
or, if less, the unused portion of the Aggregate Revolving Credit Commitment
Amount.

         (b) Swing Line Loans. The Borrower may borrow under the Swing Line
Commitment on any Business Day during the Swing Line Commitment Period, provided
that the Borrower shall notify the Administrative Agent and the Swing Line
Lender (by telephone or facsimile confirmed promptly, and in any event within
five Business Days, by the delivery to the Administrative Agent and the Swing
Line Lender of a Borrowing Request manually signed by the Borrower) no later
than: 1:00 p.m. on the requested Borrowing Date, specifying (i) the aggregate
principal amount to be borrowed under the Swing Line Commitment, (ii) the
requested Borrowing Date, and (iii) the amount and the length of the Interest
Period for each Swing Line Loan, provided, however, that no Interest Period
selected in respect of any Swing Line Loan shall end after fifteen days prior to
the Maturity Date. The Swing Line Lender will then, subject to its determination
that the terms and conditions of this Agreement have been satisfied, make the
requested amount available promptly on that same day, to the Administrative
Agent who, thereupon, will promptly make such amount available to the Borrower
at the office of the Administrative Agent specified in Section 11.2 by crediting
the account of the Borrower on the books of such office of the Administrative
Agent. Each borrowing of Swing Line Loans shall be in an aggregate principal
amount equal to $500,000 or such amount plus a whole multiple of $100,000 in
excess thereof or, if less, the unused portion of the Swing Line Commitment
Amount.

         (c) Funding of Revolving Credit Loans. Upon receipt of each Borrowing
Request requesting Revolving Credit Loans, the Administrative Agent shall
promptly notify each Lender thereof. Subject to its receipt of the notice
referred to in the preceding sentence, each Lender will make the amount of its
Commitment Percentage of the requested Revolving Credit Loans available to the
Administrative Agent for the account of the Borrower at the office of the
Administrative Agent set forth in Section 11.2 not later than 12:00 noon on the
relevant Borrowing Date requested by the Borrower, in funds immediately
available to the Administrative Agent at such office. The amounts so made
available to the Administrative Agent on such Borrowing Date will then, subject
to the satisfaction of the terms and conditions of this Agreement, be made
available on such date to the Borrower by the Administrative Agent at the office
of the Administrative Agent specified in Section 11.2 by crediting the account
of the Borrower on the books of such office with the aggregate of said amounts
received by the Administrative Agent.

         (d) Failure to Fund. Unless the Administrative Agent shall have
received prior notice from a Lender (by telephone or otherwise, such notice to
be promptly confirmed by facsimile or other writing) that such Lender will not
make available to the Administrative Agent such Lender's Commitment Percentage
of the Revolving Credit Loans requested by the Borrower, the Administrative
Agent may assume that such Lender has made such share available to the
Administrative Agent on the Borrowing Date in accordance with this Section,
provided that such Lender received notice of the requested Revolving Credit
Loans from the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on the Borrowing


                                       29
<PAGE>   37
Date a corresponding amount. If and to the extent such Lender shall not have so
made its Commitment Percentage of such Revolving Credit Loans available to the
Administrative Agent, such Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount (to the
extent not previously paid by the other), together with interest thereon for
each day from the date such amount is made available to the Borrower to the date
such amount is paid to the Administrative Agent, at a rate per annum equal to,
in the case of the Borrower, the applicable interest rate set forth in Section
3.1 for ABR Advances, and, in the case of such Lender, at a rate of interest per
annum equal to the Federal Funds Rate for the first three days after the due
date of such payment until the date such payment is received by the
Administrative Agent and the Federal Funds Rate plus 2% thereafter. Such payment
by the Borrower, however, shall be (i) without prejudice to its rights against
such Lender and (ii) in place of, and not in addition to, the interest payable
pursuant to the terms of Section 3.1(a). If such Lender shall pay to the
Administrative Agent such corresponding amount, such amount so paid shall
constitute such Lender's Revolving Credit Loan as part of the Revolving Credit
Loans for purposes of this Agreement, which Loan shall be deemed to have been
made by such Lender on the Borrowing Date applicable to such Revolving Credit
Loans.

         (e) Netting. If a Lender makes a new Loan on a Borrowing Date on which
the Borrower is to repay an existing Loan from such Lender, such Lender shall
apply the proceeds of such new Loan to make such repayment, and only the excess
of the proceeds of such new Loan over the outstanding principal balance of the
existing Loan being repaid need be made available to the Administrative Agent.

         2.6. Termination or Reduction of Commitments

         (a) Voluntary Termination or Reduction.

         (i) The Borrower shall have the right, upon at least three Business
Days' prior written notice to the Administrative Agent, (A) at any time when the
Aggregate Credit Exposure shall be zero, to terminate the Revolving Credit
Commitments of all of the Lenders, and (B) at any time and from time to time
when the Aggregate Revolving Credit Commitment Amount shall exceed the Aggregate
Credit Exposure, to reduce permanently the Aggregate Revolving Credit Commitment
Amount by a sum not greater than the amount of such excess, provided, however,
that each such partial reduction shall be in the amount of $5,000,000 or such
amount plus a whole multiple of $1,000,000 in excess thereof.

         (ii) The Borrower shall have the right, upon at least one Business
Day's prior written notice to the Administrative Agent and the Swing Line Lender
to reduce permanently the Swing Line Commitment Amount in whole at any time, or
in part from time to time, to an amount not less than the aggregate principal
balance of the Swing Line Loans then outstanding (after giving effect to any
contemporaneous prepayment thereof), provided, however, that each partial
reduction of the Swing Line Commitment Amount shall be in an amount equal to
$1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof.


                                       30
<PAGE>   38
         (b) Termination of the Revolving Credit Commitments. Upon any
termination of the Revolving Credit Commitments of all of the Lenders, the
Borrower shall prepay the outstanding principal balance of the Loans and deposit
an amount equal to the Letter of Credit Exposure of all Lenders at such time in
a cash collateral account with and under the exclusive dominion and control of
the Administrative Agent.

         (c) Reductions in General. Each reduction of the Aggregate Revolving
Credit Commitment Amount shall be made by reducing each Lender's Revolving
Credit Commitment Amount by an amount equal to such Lender's Commitment
Percentage of such reduction. Simultaneously with each reduction of the
Aggregate Revolving Credit Commitment Amount under this Section, the Borrower
shall pay the Commitment Fee accrued on the amount by which the Aggregate
Revolving Credit Commitment Amount is being reduced.

         2.7. Prepayments

         (a) Voluntary Prepayments. The Borrower may, at its option, prepay the
Revolving Credit Loans without premium or penalty (but subject to Section 3.5),
in full at any time or in part from time to time by notifying the Administrative
Agent in writing no later than 12:00 noon on the proposed prepayment date, in
the case of Revolving Credit Loans consisting of ABR Advances, and at least two
Business Days prior to the proposed prepayment date, in the case of Revolving
Credit Loans consisting of Eurodollar Advances, specifying whether the Revolving
Credit Loans to be prepaid consist of ABR Advances, Eurodollar Advances, or a
combination thereof, the amount to be prepaid and the date of prepayment. Each
such notice shall be irrevocable and the amount specified in each such notice
shall be due and payable on the date specified, together with accrued interest
to the date of such payment on the amount prepaid. Upon receipt of such notice,
the Administrative Agent shall promptly notify each Lender thereof. Each partial
prepayment of the Revolving Credit Loans pursuant to this subsection shall be in
an aggregate principal amount of $500,000 or such amount plus a whole multiple
of $100,000 in excess thereof, or, if less, the outstanding principal balance of
the Revolving Credit Loans. After giving effect to any partial prepayment with
respect to Eurodollar Advances which were made (whether as the result of a
borrowing or a conversion) on the same date and which had the same Interest
Period, the outstanding principal balance of such Eurodollar Advances shall
exceed (subject to Section 3.3) $1,000,000 or such amount plus a whole multiple
of $1,000,000 in excess thereof. Swing Line Loans may not be prepaid.

         (b) In General. Simultaneously with each prepayment of a Loan, the
Borrower shall prepay all accrued interest on the amount prepaid through the
date of prepayment. Unless otherwise specified by the Borrower, each prepayment
of Revolving Credit Loans shall first be applied to ABR Advances. With respect
to prepayments made with respect to Section 2.7(b), such prepayment shall be
applied first to prepay outstanding Swing Line Loans in full and then to prepay
outstanding Revolving Credit Loans. If any prepayment is made in respect of any
Eurodollar Advance, in whole or in part, prior to the last day of the applicable
Interest Period, the Borrower agrees to indemnify the Lenders in accordance with
Section 3.5.

                                       31
<PAGE>   39
         2.8. Use of Proceeds

         The Borrower agrees that the proceeds of the Loans shall be used solely
for working capital purposes and for permitted capital expenditures not
inconsistent with the provisions hereof. Notwithstanding anything to the
contrary contained in any Loan Document, the Borrower agrees that no part of the
proceeds of any Loan or Letter of Credit will be used, directly or indirectly,
to purchase or carry any Margin Stock or any Investments described in Section
8.5(g) or 8.5(h) for a purpose which violates any law, including the provisions
of Regulations T, U or X of the Board of Governors of the Federal Reserve
System, as amended.

         2.9. Letter of Credit Sub-Facility

         (a) Subject to the terms and conditions of this Agreement, each Issuing
Bank shall, in reliance on the agreement of the other Lenders set forth in
Section 2.10, issue standby letters of credit (the "Standby Letters of Credit")
or commercial (trade) letters of credit (the "Trade Letters of Credit", and
together with the Standby Letters of Credit, the "Letters of Credit", each,
individually, a "Letter of Credit") denominated in Dollars during the Revolving
Credit Commitment Period for the account of the Borrower and for the benefit of
the Borrower, any of its Subsidiaries or any Parent, provided that immediately
after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of
all Lenders shall not exceed the Aggregate Revolving Credit Commitment Amount,
(ii) the Letter of Credit Exposure of all Lenders attributable to all Letters of
Credit issued for the benefit of any Parent (each, a "Parent Letter of Credit")
shall not exceed $20,000,000, and (iii) the Aggregate Credit Exposure shall not
exceed the Aggregate Revolving Credit Commitment Amount, and provided further
that with respect to the issuance of any Parent Letter of Credit, the Borrower
would be permitted to make a demand loan to a Parent pursuant to the terms of
Section 8.6(ii) in an amount equal to the face amount of such Parent Letter of
Credit. Each Letter of Credit shall have an expiration date which shall be not
later than the earlier of (i) twelve months after the date of issuance thereof,
and (ii) fifteen days prior to the Maturity Date. No Letter of Credit shall be
issued if the Administrative Agent or any Lender, by notice to the applicable
Issuing Bank and the Borrower no later than one Business Day prior to the
Borrowing Date with respect to the issuance of such Letter of Credit, shall have
determined that the conditions set forth in Section 6 have not been satisfied
and such conditions remain unsatisfied as of the requested time of the issuance
of Letter of Credit.

         (b) Each Letter of Credit shall be issued for the account of the
Borrower for the benefit of the Borrower, any of its Subsidiaries or any Parent
in favor of a beneficiary who has requested the issuance of such Letter of
Credit as a condition to a transaction entered into in the ordinary course of
business. The Borrower shall give the Administrative Agent a Letter of Credit
Request for the issuance of each Letter of Credit by no later than 11:00 a.m.,
three Business Days prior to the requested date of issuance. Each Letter of
Credit Request shall be accompanied by the applicable Issuing Bank's standard
letter of credit application, standard reimbursement agreement (each a
"Reimbursement Agreement") and such other documentation as such Issuing Bank may
reasonably require, executed by the Borrower. Upon receipt of such Letter of
Credit Request from the Borrower, the Administrative Agent shall promptly notify


                                       32
<PAGE>   40
the applicable Issuing Bank and each other Lender thereof. Each Letter of Credit
shall be in form and substance reasonably satisfactory to the applicable Issuing
Bank, with such provisions with respect to the conditions under which a drawing
may be made thereunder and the documentation required in respect of such drawing
as such Issuing Bank shall reasonably require. The applicable Issuing Bank
shall, on the proposed date of issuance and subject to the terms and conditions
of the Reimbursement Agreement and to the other terms and conditions of this
Agreement, issue the requested Letter of Credit. On or before the issuance of
each Parent Letter of Credit, such Parent shall have executed and delivered to
the Borrower a Demand Note, in an amount equal to the face amount of such Parent
Letter of Credit, evidencing the obligations of such Parent to reimburse the
Borrower for any drawings under such Parent Letter of Credit, which Demand Note
shall have been pledged to the Collateral Agent pursuant to the Security
Documents.

         (c) Upon each payment by an Issuing Bank of a draft drawn under a
Letter of Credit, the Borrower shall immediately pay to the Administrative
Agent, for the account of such Issuing Bank, an amount equal to such payment in
immediately available funds.

         (d) Notwithstanding anything to the contrary contained herein or in any
Reimbursement Agreement, to the extent that the terms of this Agreement shall be
inconsistent with the terms of such Reimbursement Agreement, the terms of this
Agreement shall govern.

         2.10. Letter of Credit Participation and Funding Commitments

         (a) Each Lender hereby unconditionally, irrevocably and severally (and
not jointly) for itself only and without any notice to or the taking of any
action by such Lender, takes an undivided participating interest in the
obligations of each Issuing Bank under and in connection with each Letter of
Credit in an amount equal to such Lender's Commitment Percentage of the amount
of such Letter of Credit. Each Lender shall be liable to each Issuing Bank for
its Commitment Percentage of (i) the unreimbursed amount of any draft drawn and
honored under each of its Letters of Credit, and (ii) any amounts paid by the
Borrower pursuant to Sections 2.9(c) or 2.11 that are subsequently rescinded or
avoided, or must otherwise be restored or returned. Such liabilities shall be
unconditional and without regard to the occurrence of any Default or the
compliance by the Borrower with the Loan Documents.

         (b) Each Issuing Bank will promptly notify the Administrative Agent,
and the Administrative Agent will promptly notify each Lender (which notice
shall be promptly confirmed in writing) of the date and the amount of any draft
presented under each of its Letters of Credit with respect to which full
reimbursement is not made as provided in Section 2.9(c), and forthwith upon
receipt of each such notice, such Lender (other than the applicable Issuing Bank
in its capacity as a Lender) shall make available to the Administrative Agent
for the account of the applicable Issuing Bank its Commitment Percentage of the
amount of such unreimbursed draft at the office of the Administrative Agent
specified in Section 11.2, in immediately available funds before 4:00 p.m., on
the day such notice was given by the Administrative Agent, if the relevant
notice was given by the Administrative Agent at or prior to 1:00 p.m., on such


                                       33
<PAGE>   41
day, and before 12:00 noon, on the next Business Day, if the relevant notice was
given by the Administrative Agent after 1:00 p.m., on such day. The
Administrative Agent shall distribute the payments made pursuant to the
immediately preceding sentence to the applicable Issuing Bank promptly upon
receipt thereof in like funds as received. Each Lender shall indemnify and hold
harmless the Administrative Agent and each Issuing Bank from and against any and
all losses, liabilities (including liabilities for penalties), actions, suits,
judgments, demands, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) resulting from any failure on the part
of such Lender to perform its obligations under this Section 2.10 (except in
respect of losses, liabilities or other obligations suffered by such Issuing
Bank to the extent resulting from the gross negligence or willful misconduct of
such Issuing Bank). If a Lender does not make any payment required under this
Section 2.10 when due, such Lender shall be required to pay interest to the
Administrative Agent for the account of the applicable Issuing Bank (upon demand
therefor) the amount of such payment at a rate of interest per annum equal to
the Federal Funds Rate for the first three days after the due date of such
payment and the Federal Funds Rate plus 2% thereafter until the date such
payment is received by the Administrative Agent. The Administrative Agent shall
distribute such interest payments to the applicable Issuing Bank upon receipt
thereof in like funds as received.

         (c) Whenever an Issuing Bank is reimbursed by the Borrower or the
Administrative Agent is reimbursed by the Borrower, for the account of such
Issuing Bank, for any payment under a Letter of Credit issued by it and such
payment relates to an amount previously paid by a Lender pursuant to this
Section 2.10, the Administrative Agent (or such Issuing Bank, to the extent that
it has received the same) will pay over such payment to such Lender (i) before
4:00 p.m. on the day such payment from the Borrower is received, if such payment
is received at or prior to 1:00 p.m. on such day, or (ii) before 12:00 noon on
the next succeeding Business Day, if such payment from the Borrower is received
after 1:00 p.m. on such day.

         2.11. Absolute Obligation With Respect to Letter of Credit Payments

         The Borrower's obligation to reimburse the Administrative Agent for the
account of any Issuing Bank in respect of each payment under or in respect of
such Issuing Bank's Letters of Credit shall be absolute and unconditional under
any and all circumstances and irrespective of any set-off, counterclaim or
defense to payment which the Borrower may have or have had against the
beneficiary of such Letter of Credit, the Administrative Agent, such Issuing
Bank, as issuer of such Letter of Credit, any Lender or any other Person,
including, without limitation, any defense based on the failure of any drawing
to conform to the terms of such Letter of Credit, any drawing document proving
to be forged, fraudulent or invalid, or the legality, validity, regularity or
enforceability of such Letter of Credit; provided, that, with respect to any
Letter of Credit, the foregoing shall not relieve the applicable Issuing Bank of
any liability it may have to the Borrower for any actual damages sustained by
the Borrower arising from a wrongful payment under such Letter of Credit made as
a result of such Issuing Bank's gross negligence or willful misconduct.


                                       34
<PAGE>   42
         2.12. Payments

         (a) Except as otherwise expressly provided herein, each payment,
including each prepayment, of principal and interest on the Loans, of the
Commitment Fee, the Letter of Credit Commissions, the Fronting Fees and of all
of the other fees to be paid by the Borrower to the Administrative Agent and the
Lenders in connection with the Loan Documents (the Commitment Fee, the Letter of
Credit Commissions and the Fronting Fees, together with all of such other fees,
being sometimes hereinafter collectively referred to as the "Fees") shall be
made prior to 1:00 p.m., on the date such payment is due to the Administrative
Agent for the account of the applicable Lenders at the Administrative Agent's
office specified in Section 11.2, in each case in lawful money of the United
States, in immediately available funds and without set-off or counterclaim. The
failure of the Borrower to make any such payment by such time shall not
constitute a Default, provided that such payment is made on such due date, but
any such payment made after 1:00 p.m., on such due date shall be deemed to have
been made on the next Business Day for the purpose of calculating interest.
Promptly upon receipt thereof by the Administrative Agent, each payment of
principal and interest on the Loans shall be remitted by the Administrative
Agent in like funds as received to the Swing Line Lender, each Issuing Bank and
each Lender (i) first, pro rata according to its Outstanding Percentage of the
amount of interest which is then due and payable under the Loan Documents, and
(ii) second, pro rata according to its Outstanding Percentage of the amount of
principal which is then due and payable under the Loan Documents. Promptly upon
receipt thereof by the Administrative Agent, each payment of the Commitment Fee
shall be remitted by the Administrative Agent in like funds as received to each
Lender pro rata according to such Lender's Revolving Credit Commitment Amount
or, if the Revolving Credit Commitments shall have terminated or been
terminated, according to the outstanding principal balance of such Lender's
Revolving Credit Loans.

         (b) If any payment hereunder, under the Notes or under any
Reimbursement Agreement shall be due and payable on a day which is not a
Business Day, the due date thereof (except as otherwise provided in the
definition of Interest Period) shall be extended to the next Business Day and
(except with respect to payments in respect of the Fees) interest shall be
payable at the applicable rate specified herein during such extension, provided,
however that if such next Business Day is after the Maturity Date, any such
payment shall be due on the immediately preceding Business Day.

3.       INTEREST, FEES, YIELD PROTECTIONS, ETC.

         3.1. Interest Rate and Payment Dates

         (a) Prior to Default. Except as otherwise provided in Section 3.1(b)
and 3.1(c), the Loans shall bear interest on the outstanding principal balance
thereof at the applicable interest rate or rates per annum set forth below:


                                       35
<PAGE>   43
ADVANCES                              RATE
--------                              ----

Each ABR Advance                      Alternate  Base Rate plus the Applicable
                                      Margin.

Each Eurodollar Advance               Eurodollar   Rate  for  the   applicable
                                      Interest Period plus the Applicable
                                      Margin.

Each Swing Line Loan                  Alternate  Base Rate plus the Applicable
                                      Margin.

         (b) Default Rate. Upon the occurrence and during the continuance of an
Event of Default, the unpaid principal balance of the Loans and any overdue
interest or other amount payable under the Loan Documents shall bear interest,
payable on demand, at a rate per annum (whether before or after the entry of a
judgment thereon) equal to the Alternate Base Rate plus the Applicable Margin
plus 2%.

         (c) Highest Lawful Rate. At no time shall the interest rate payable on
the Loans of any Lender, together with the Fees and all other amounts payable
under the Loan Documents to such Lender, to the extent the same are construed to
constitute interest, exceed the Highest Lawful Rate applicable to such Lender.
If with respect to any Lender for any period during the term of this Agreement,
any amount paid to such Lender under the Loan Documents, to the extent the same
shall (but for the provisions of this Section) constitute or be deemed to
constitute interest, would exceed the maximum amount of interest permitted by
the Highest Lawful Rate applicable to such Lender during such period (such
amount being hereinafter referred to as an "Unqualified Amount"), then (i) such
Unqualified Amount shall be applied or shall be deemed to have been applied as a
prepayment of the Loans of such Lender, and (ii) if in any subsequent period
during the term of this Agreement, all amounts payable under the Loan Documents
to such Lender in respect of such period which constitute or shall be deemed to
constitute interest shall be less than the maximum amount of interest permitted
by the Highest Lawful Rate applicable to such Lender during such period, then
the Borrower shall pay to such Lender in respect of such period an amount (each
a "Compensatory Interest Payment") equal to the lesser of (x) a sum which, when
added to all such amounts, would equal the maximum amount of interest permitted
by the Highest Lawful Rate applicable to such Lender during such period, and (y)
an amount equal to the Unqualified Amount less all other Compensatory Interest
Payments made in respect thereof.

         (d) In General. Interest on ABR Advances, Eurodollar Advances and Swing
Line Loans shall be calculated on the basis of a 360-day year, in each case, for
the actual number of days elapsed. Except as otherwise expressly provided
herein, interest shall be payable in arrears on each Interest Payment Date and
upon each payment (including prepayment) of the Loans. Any change in the
interest rate on the Loans resulting from a change in the Alternate Base Rate or
reserve requirements shall become effective as of the opening of business on the


                                       36
<PAGE>   44
day on which such change shall become effective. The Administrative Agent shall,
as soon as practicable, notify the Borrower and the Lenders of the effective
date and the amount of each such change in the BNY Rate. Each determination of
the Alternate Base Rate or a Eurodollar Rate by the Administrative Agent
pursuant to this Agreement shall be conclusive and binding on all parties hereto
absent manifest error. The Borrower acknowledges that to the extent interest
payable on ABR Advances is based on the BNY Rate, such rate is only one of the
bases for computing interest on loans made by the Lenders, and by basing
interest payable on ABR Advances on the BNY Rate, the Lenders have not committed
to charge, and the Borrower has not in any way bargained for, interest based on
a lower or the lowest rate at which any Lender may now or in the future make
loans to other borrowers.

         3.2. Fees

         (a) Commitment Fees. The Borrower agrees to pay to the Administrative
Agent, for the account of the Lenders in accordance with each Lender's
Commitment Percentage, a fee (the "Commitment Fee"), during the Revolving Credit
Commitment Period, at a rate per annum equal to 0.50% of the excess of the
average daily Aggregate Revolving Credit Commitment Amount over the sum of the
aggregate outstanding principal balance of the Revolving Credit Loans on such
day and the Letter of Credit Exposure of all of the Lenders. The Commitment Fee
shall be payable quarterly in arrears on the last day of each March, June,
September and December of each year, commencing on the first such day following
the Effective Date and ending on the Revolving Credit Commitment Termination
Date. The Commitment Fee shall be calculated on the basis of a 360-day year for
the actual number of days elapsed.

         (b) Letter of Credit Commissions. The Borrower agrees to pay to the
Administrative Agent, for the account of the Lenders in accordance with each
Lender's Commitment Percentage, commissions (the "Letter of Credit Commissions")
with respect to the Letters of Credit for the period from and including the date
of issuance of each thereof to the expiration date thereof, at a rate per annum
equal to 2.64% (or, upon the occurrence and during the continuance of an Event
of Default, 4.64%), on the average daily maximum amount available under any
contingency to be drawn under such Letter of Credit. The Letter of Credit
Commissions shall be (i) calculated on the basis of a 360-day year for the
actual number of days elapsed and (ii) payable quarterly in arrears on the last
day of each March, June, September and December of each year and on the
Revolving Credit Commitment Termination Date.

         (c) Letter of Credit Fronting Fees. The Borrower agrees to pay to
Administrative Agent, for the account of each Issuing Bank, a fee (the "Fronting
Fees") with respect to the Letters of Credit issued by such Issuing Bank for the
period from and including the date of issuance of each thereof to the expiration
date thereof, at a rate per annum equal to 0.250% on the average daily maximum
amount available under any contingency to be drawn under such Letters of Credit.
The Fronting Fees shall be (i) calculated on the basis of a 360-day year for the
actual number of days elapsed and (ii) payable quarterly in arrears on the last
day of each March, June, September and December of each year and on the
Revolving Credit Commitment Termination Date. In addition to the Fronting Fees,
the Borrower agrees to pay to each Issuing Bank, for its own account, its


                                       37
<PAGE>   45
standard fees and charges customarily charged to customers similar to the
Borrower with respect to any of the Letters of Credit issued by such Issuing
Bank.

         (d) Administrative Agent's Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, such other fees as have been agreed
to in writing by the Borrower and the Administrative Agent.

         3.3. Conversions

         (a) The Borrower may elect from time to time to convert one or more
Eurodollar Advances to ABR Advances by giving the Administrative Agent at least
one Business Day's prior irrevocable notice of such election, specifying the
amount to be converted, provided, that any such conversion of Eurodollar
Advances shall only be made on the last day of the Interest Period applicable
thereto. In addition, the Borrower may elect from time to time to convert (i)
ABR Advances to Eurodollar Advances and (ii) Eurodollar Advances to new
Eurodollar Advances by selecting a new Interest Period therefor, in each case by
giving the Administrative Agent at least three Business Days' prior irrevocable
notice of such election, in the case of a conversion to Eurodollar Advances,
specifying the amount to be so converted and the initial Interest Period
relating thereto, provided that any such conversion of ABR Advances to
Eurodollar Advances shall only be made on a Business Day and any such conversion
of Eurodollar Advances to new Eurodollar Advances shall only be made on the last
day of the Interest Period applicable to the Eurodollar Advances which are to be
converted to such new Eurodollar Advances. Each such notice shall be irrevocable
and shall be given by the delivery by facsimile of a Notice of Conversion
(confirmed promptly, and in any event within five Business Days, by the delivery
to the Administrative Agent of a Notice of Conversion manually signed by the
Borrower). The Administrative Agent shall promptly provide the Lenders with
notice of each such election. Advances may be converted pursuant to this Section
in whole or in part, provided that the amount to be converted to each Eurodollar
Advance, when aggregated with any Eurodollar Advance to be made on such date in
accordance with Section 2.5 and having the same Interest Period as such first
Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a
whole multiple of $1,000,000 in excess thereof.

         (b) Notwithstanding anything in this Agreement to the contrary, upon
the occurrence and during the continuance of a Default or an Event of Default,
the Borrower shall have no right to elect to convert any existing ABR Advance to
a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new
Eurodollar Advance. In such event, all ABR Advances shall be automatically
continued as ABR Advances and all Eurodollar Advances shall be automatically
converted to ABR Advances on the last day of the Interest Period applicable to
such Eurodollar Advance.

         (c) Each conversion shall be effected by each Lender by applying the
proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to
its Advances (or portion thereof) being converted (it being understood that any


                                       38
<PAGE>   46
such conversion shall not constitute a borrowing for purposes of Sections 4, 5
or 6).

         3.4. Concerning Interest Periods

         Notwithstanding any other provision of any Loan Document:

         (a) If the Borrower shall have failed to elect a Eurodollar Advance
under Section 2.5 or 3.3, as the case may be, in connection with any borrowing
of new Revolving Credit Loans or expiration of an Interest Period with respect
to any existing Eurodollar Advance, the amount of the Revolving Credit Loans
subject to such borrowing or such existing Eurodollar Advance shall thereafter
be an ABR Advance until such time, if any, as the Borrower shall elect to
convert such ABR Advances to a Eurodollar Advance pursuant to Section 3.3.

         (b) No Interest Period selected in respect of the borrowing of, or the
conversion to, any Eurodollar Advance shall end after the Maturity Date, and no
Interest Period selected in respect of the borrowing of any Swing Line Loan
shall end after fifteen days prior to the Maturity Date.

         (c) The Borrower shall not be permitted to have more than five
Eurodollar Advances outstanding at any one time, it being agreed that each
borrowing of a Eurodollar Advance pursuant to a single Borrowing Request shall
constitute the making of one Eurodollar Advance for the purpose of calculating
such limitation.

         3.5. Indemnification for Loss

         Notwithstanding anything contained herein to the contrary, if the
Borrower shall fail for any reason to borrow a Revolving Credit Loan in respect
of which it shall have requested a Eurodollar Advance or convert an Advance to a
Eurodollar Advance after it shall have notified the Administrative Agent of its
intent to do so, or if a Eurodollar Advance shall terminate for any reason prior
to the last day of the Interest Period applicable thereto, or if the Borrower
shall for any reason prepay or repay all or any part of the principal amount of
a Eurodollar Advance prior to the last day of the Interest Period applicable
thereto, the Borrower shall indemnify each Lender against, and pay on demand
directly to such Lender the amount (calculated by such Lender using any method
chosen by such Lender which is customarily used by such Lender for such purpose)
equal to any loss or out-of-pocket expense suffered by such Lender as a result
of such failure to borrow or convert, or such termination, repayment or
prepayment, including any loss, cost or expense suffered by such Lender in
liquidating or employing deposits acquired to fund or maintain the funding of
such Eurodollar Advance, or redeploying funds prepaid or repaid, in amounts
which correspond to such Eurodollar Advance and any internal processing charge
customarily charged by such Lender in connection therewith.


                                       39
<PAGE>   47
         3.6. Capital Adequacy

         If the amount of capital required or expected to be maintained by any
Lender, the Swing Line Lender or any Issuing Bank or any Person directly or
indirectly owning or controlling such Lender, the Swing Line Lender or any
Issuing Bank (each a "Control Person"), shall be affected by the occurrence of a
Regulatory Change and such Lender, the Swing Line Lender or such Issuing Bank
shall have determined that such Regulatory Change shall have had or will
thereafter have the effect of reducing the rate of return on such Lender's, such
Issuing Bank's, the Swing Line Lender's or such Control Person's capital in
respect of the Loans, Letters of Credit, Revolving Credit Commitment, Swing Line
Commitment, Letter of Credit Commitment or Letter of Credit or Swing Line Loan
participations made or maintained by such Lender, the Swing Line Lender or such
Issuing Bank, or of the Reimbursement Obligations owed to such Issuing Bank, in
any case to a level below that which such Lender, such Issuing Bank, the Swing
Line Lender or such Control Person could have achieved or would thereafter be
able to achieve but for such Regulatory Change (after taking into account such
Lender's, such Issuing Bank's, the Swing Line Lender's or such Control Person's
policies regarding capital adequacy) by an amount deemed by such Lender, the
Swing Line Lender or such Issuing Bank to be material, then, within ten days
after demand by such Lender or such Issuing Bank, the Borrower shall pay to such
Lender, such Issuing Bank, the Swing Line Lender or such Control Person such
additional amount or amounts as shall be sufficient to compensate such Lender,
such Issuing Bank, the Swing Line Lender or such Control Person for such
reduction, provided that if such Lender, such Issuing Bank, the Swing Line
Lender or such Control Person fails to notify the Borrower of any such event
requiring additional compensation within 45 days after such Lender, such Issuing
Bank, the Swing Line Lender or such Control Person has obtained knowledge of
such event, such Lender, such Issuing Bank, the Swing Line Lender or such
Control Person, as the case may be, shall only be entitled to compensation under
this Section 3.6 for costs incurred from and after the date 45 days prior to the
date that such Lender, such Issuing Bank, the Swing Line Lender or such Control
Person, as the case may be, does give such notice.

         3.7. Reimbursement for Increased Costs

         If any Lender, the Administrative Agent, the Swing Line Lender or any
Issuing Bank shall determine that a Regulatory Change:

         (a) does or shall subject it to any Tax of any kind whatsoever with
respect to any Eurodollar Advances or Swing Line Loans or its obligations under
this Agreement to make Eurodollar Advances or Swing Line Loans, or change the
basis of taxation of payments to it of principal, interest or any other amount
payable hereunder in respect of its Eurodollar Advances or Swing Line Loans, or
impose on the Administrative Agent, such Issuing Bank, the Swing Line Lender or
such Lender any other condition regarding its Letters of Credit including any
Tax required to be withheld from any amounts payable under the Loan Documents
(except for imposition of, or change in the rate of, any Excluded Tax applicable
to such Lender); or

                                       40
<PAGE>   48
         (b) does or shall impose, modify or make applicable any reserve,
special deposit, compulsory loan, assessment, increased cost or similar
requirement against assets held by, or deposits of, or advances or loans by, or
other credit extended by, or any other acquisition of funds by, any office of
such Lender in respect of its Eurodollar Advances which is not otherwise
included in the determination of a Eurodollar Rate or against any Letters of
Credit issued by such Issuing Bank or participated in by any Lender;

and the result of any of the foregoing is to increase the cost to such Lender of
making, renewing, converting or maintaining its Eurodollar Advances, or its
commitment to make such Eurodollar Advances or Swing Line Loans, as the case may
be, or to reduce any amount receivable hereunder in respect of its Eurodollar
Advances, or to increase the cost to such Issuing Bank of issuing or maintaining
its Letters of Credit or the cost to any Lender of participating therein or the
cost to the Administrative Agent, the Swing Line Lender or such Issuing Bank of
performing its respective functions hereunder with respect to the Letters of
Credit, then, in any such case, the Borrower shall pay such Lender, the
Administrative Agent, the Swing Line Lender or such Issuing Bank, as the case
may be, within ten days after demand therefor, such additional amounts as is
sufficient to compensate such Lender, such Issuing Bank, the Swing Line Lender
or the Administrative Agent, as the case may be, for such additional cost or
reduction in such amount receivable which such Lender, such Issuing Bank, the
Swing Line Lender or the Administrative Agent, as the case may be, deems to be
material as determined by such Lender, such Issuing Bank, the Swing Line Lender
or the Administrative Agent, as the case may be; provided, however, that nothing
in this Section shall require the Borrower to indemnify the Lenders, the
Administrative Agent, the Swing Line Lender or any Issuing Bank, as the case may
be, with respect to any withholding Tax for which the Borrower has no obligation
under Section 3.10. No failure by any Lender or the Administrative Agent, the
Swing Line Lender, or any Issuing Bank to demand, and no delay in demanding,
compensation for any increased cost shall constitute a waiver of its right to
demand such compensation at any time, provided that if the Administrative Agent,
such Issuing Bank, the Swing Line Lender or such Lender fails to notify the
Borrower of any such increased cost within 45 days after the Administrative
Agent, such Issuing Bank, the Swing Line Lender or such Lender has obtained
knowledge of such increased cost, the Administrative Agent, such Issuing Bank,
the Swing Line Lender or such Lender, as the case may be, shall only be entitled
to payment under this Section 3.7 for such increased cost incurred from and
after the date 45 days prior to the date that the Administrative Agent, such
Issuing Bank, the Swing Line Lender or such Lender, as the case may be, does
give such notice. A statement setting forth the calculations of any additional
amounts payable pursuant to this Section submitted by a Lender, the
Administrative Agent, the Swing Line Lender or an Issuing Bank, as the case may
be, to the Borrower shall be conclusive absent manifest error.

         3.8. Illegality of Funding

         Notwithstanding any other provision hereof, if any Lender shall
reasonably determine that any Regulatory Change shall make it unlawful for such
Lender to make or maintain any Eurodollar Advance as contemplated by this
Agreement, such Lender shall promptly notify the Borrower and the Administrative
Agent thereof, and (i) the commitment of such Lender to make such Eurodollar
Advances or convert ABR Advances to Eurodollar Advances shall forthwith be


                                       41
<PAGE>   49
suspended, (ii) such Lender shall fund its portion of each requested Eurodollar
Advance as an ABR Advance and (iii) such Lender's Revolving Credit Loans then
outstanding as such Eurodollar Advances, if any, shall be converted
automatically to an ABR Advance on the last day of the then current Interest
Period applicable thereto or at such earlier time as may be required by law. If
the commitment of any Lender with respect to Eurodollar Advances is suspended
pursuant to this Section and such Lender shall have obtained actual knowledge
that it is once again legal for such Lender to make or maintain Eurodollar
Advances, such Lender shall promptly notify the Administrative Agent and the
Borrower thereof and, upon receipt of such notice by each of the Administrative
Agent and the Borrower, such Lender's commitment to make or maintain Eurodollar
Advances shall be reinstated.

         3.9. Substituted Interest Rate

         In the event that (i) the Administrative Agent shall have determined
(which determination shall be conclusive and binding) that by reason of
circumstances affecting the interbank eurodollar market either adequate or
reasonable means do not exist for ascertaining the Eurodollar Rate, or (ii)
Required Lenders shall have notified the Administrative Agent that they have
determined (which determination shall be made on a reasonable basis and in good
faith and shall be conclusive and binding) that the applicable Eurodollar Rate
will not adequately and fairly reflect the cost to such Lenders of maintaining
or funding loans bearing interest based on such Eurodollar Rate, with respect to
any portion of the Revolving Credit Loans that the Borrower has requested be
made as Eurodollar Advances or Eurodollar Advances that will result from the
requested conversion of any portion of the Advances into or of Eurodollar
Advances (each, an "Affected Advance"), the Administrative Agent shall promptly
notify the Borrower and the Lenders (by telephone or otherwise, to be promptly
confirmed in writing) of such determination, on or, to the extent practicable,
prior to the requested Borrowing Date or Conversion Date for such Affected
Advances. If the Administrative Agent shall give such notice, (a) any Affected
Advances shall be made as ABR Advances, (b) the Advances (or any portion
thereof) that were to have been converted to Affected Advances shall be
converted to ABR Advances and (c) any outstanding Affected Advances shall be
converted, on the last day of the then current Interest Period with respect
thereto, to ABR Advances. Until any notice under clauses (i) or (ii), as the
case may be, of this Section has been withdrawn by the Administrative Agent (by
notice to the Borrower promptly upon either (x) the Administrative Agent having
determined that such circumstances affecting the interbank eurodollar market no
longer exist and that adequate and reasonable means do exist for determining the
Eurodollar Rate, or (y) the Administrative Agent having been notified by such
Required Lenders that circumstances no longer render the Advances (or any
portion thereof) Affected Advances, no further Eurodollar Advances shall be
required to be made by the Lenders, nor shall the Borrower have the right to
convert all or any portion of the Revolving Credit Loans to or as Eurodollar
Advances.

                                       42
<PAGE>   50
         3.10. Taxes; Net Payments

         (a) All payments made by the Borrower under the Loan Documents shall be
made free and clear of, and without reduction for or on account of, any Included
Taxes required by law to be withheld from any amounts payable under the Loan
Documents. In the event that the Borrower is prohibited by law from making
payments under the Loan Documents free of deductions or withholdings in respect
of Included Taxes, then the Borrower shall pay such additional amounts to the
Administrative Agent, for the benefit of the Indemnified Tax Persons, as may be
necessary in order that the actual amounts received by each Indemnified Tax
Person in respect of interest and any other amount payable under the Loan
Documents after deduction or withholding (and after payment of any additional
taxes or other charges due as a consequence of the payment of such additional
amounts) shall equal the amount that would have been received if such deduction
or withholding were not required. In the event that any such deduction or
withholding with respect to Included Taxes can be reduced or nullified as a
result of the application of any relevant double taxation convention, the
relevant Indemnified Tax Person will cooperate with the Borrower (at the sole
expense of the Borrower) in making application to the relevant taxing
authorities to seek to obtain such reduction or nullification, so long as it
would not be disadvantageous to such Indemnified Tax Person, provided, however,
that no Indemnified Tax Person shall have any obligation to engage in litigation
with respect thereto. If the Borrower shall make any payments under this Section
3.10 or shall make any deductions or withholdings from amounts paid in
accordance with this Section 3.10, the Borrower shall, as promptly as
practicable thereafter, forward to the Administrative Agent original or
certified copies of official receipts or other evidence acceptable to the
Administrative Agent establishing such payment and the Administrative Agent in
turn shall distribute copies of such receipts to each Indemnified Tax Person. If
payments under the Loan Documents to any Indemnified Tax Person are or become
subject to any withholding, such Indemnified Tax Person shall (unless otherwise
required by a Governmental Authority or as a result of any treaty, convention,
law, rule, regulation, order or similar directive applicable to such Indemnified
Tax Person) use its best efforts to designate a different office or branch to
which payments are to be made under the Loan Documents from that initially
selected thereby, if such designation would avoid or mitigate such withholding
and would not be disadvantageous to such Indemnified Tax Person. In the event
that any Indemnified Tax Person shall have determined that it received a refund
or credit for Included Taxes paid by the Borrower under this Section 3.10, such
Indemnified Tax Person shall promptly notify the Administrative Agent and the
Borrower of such fact and shall remit to the Borrower the amount of such refund
or credit applicable to the payments made by the Borrower in respect of such
Indemnified Tax Person under this Section 3.10.

         (b) Each Indemnified Tax Person shall deliver to the Borrower such
certificates, documents, or other evidence as the Borrower may reasonably
require from time to time as are necessary to establish that such Indemnified
Tax Person is not subject to withholding under Section 1441, 1442 or 3406 of the
Code or as may be necessary to establish, under any law imposing upon the
Borrower, hereafter, an obligation to withhold any portion of the payments made
by the Borrower under the Loan Documents, that payments to the Administrative
Agent on behalf of such Indemnified Tax Person are not subject to withholding.


                                       43
<PAGE>   51
Notwithstanding any provision herein to the contrary, the Borrower shall not
have any obligation to pay to the Administrative Agent for the benefit of any
Indemnified Tax Person any amount which the Borrower is required to withhold
(and shall have no obligation to otherwise indemnify any Lender with respect to
such amount) to the extent that the Borrower's obligation to withhold is due to
the failure of such Indemnified Tax Person to file any required statement,
certificate or other document with respect to exemption which such Borrower
requested of it.

         (c) Each Indemnified Tax Person not incorporated under the laws of the
United States or any State thereof shall deliver to the Borrower such
certificates, documents, or other evidence as the Borrower may reasonably
require from time to time as are necessary to establish that such Indemnified
Tax Person is not subject to withholding under Section 1441, 1442 or 3406 of the
Code or as may be necessary to establish, under any law imposing upon the
Borrower, hereafter, an obligation to withhold any portion of the payments made
by the Borrower under the Loan Documents, that payments to the Administrative
Agent on behalf of such Indemnified Tax Person are not subject to withholding.
Notwithstanding any provision herein to the contrary, the Borrower shall not
have any obligation to pay to the Administrative Agent for the benefit of any
Indemnified Tax Person any amount which the Borrower is liable to withhold due
to the failure of such Indemnified Tax Person to file any statement of exemption
required by the Code.

         3.11. Option to Fund

         Each Lender has indicated that, if the Borrower requests a Eurodollar
Advance such Lender may wish to purchase one or more deposits in order to fund
or maintain its funding of its Commitment Percentage of such Eurodollar Advance
during the Interest Period with respect thereto; it being understood that the
provisions of this Agreement relating to such funding are included only for the
purpose of determining the rate of interest to be paid in respect of such
Eurodollar Advance and any amounts owing under Sections 3.5 and 3.7. Each Lender
shall be entitled to fund and maintain its funding of all or any part of each
Eurodollar Advance in any manner it sees fit, but all such determinations
hereunder shall be made as if each Lender had actually funded and maintained its
Commitment Percentage of each Eurodollar Advance during the applicable Interest
Period through the purchase of deposits in an amount equal to its Commitment
Percentage of such Eurodollar Advance having a maturity corresponding to such
Interest Period. Any Lender may fund its Commitment Percentage of each
Eurodollar Advance from or for the account of any branch or office of such
Lender as such Lender may choose from time to time.

         3.12. Replacement of Lenders

         Notwithstanding the foregoing, if (i) any Lender shall request
compensation or additional amounts pursuant to Section 3.6, 3.7 or 3.10 and such
amounts are in excess of those being generally charged by the other Lenders,
(ii) any Lender shall give any notice to the Borrower or the Administrative
Agent pursuant to Section 3.8, (iii) a receiver or custodian shall have been
appointed for any Lender and such Lender shall be in default of its obligations


                                       44
<PAGE>   52
under this Agreement, or (iv) a Lender fails or refuses to agree to a request by
the Borrower or to amend or waive, or grant any consent under, any provision of
any Loan Document under circumstances when such amendment, waiver or consent
requires the approval of all the Lenders to be effective and has been approved
by the Administrative Agent, the Borrower may require that such Lender transfer
all of its right, title and interest under this Agreement and such Lender's
Notes to any lender identified by the Borrower (a "Proposed Lender") if such
Proposed Lender agrees to assume all of the obligations of such Lender for
consideration equal to the outstanding principal amount of such Lender's Loans
and all unreimbursed sums paid by such Lender under Section 2.10(b), together
with all accrued and unpaid interest thereon to the date of such transfer and
all other accrued and unpaid amounts payable under the Loan Documents to such
Lender on or prior to the date of such transfer (including any accrued and
unpaid fees hereunder and any amounts which would be payable under Section 3.5
as if all of such Lender's Loans were being prepaid in full on such date).
Subject to the execution and delivery of new Notes and an Assignment and
Acceptance Agreement and the satisfaction of the requirements contained in
Section 11.7, such Proposed Lender shall be a "Lender" for all purposes
hereunder. Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements of the Borrower contained in Sections 3.5,
3.6, 11.5, 11.8 and 11.9 (without duplication of any payments made to such
Lender by the Borrower or the Proposed Lender) shall survive for the benefit of
any Lender replaced under this Section with respect to the time prior to such
replacement.

4.       REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent and the Lenders to enter
into this Agreement, the Lenders to make the Revolving Credit Loans, the Issuing
Bank to issue the Letters of Credit and the Lenders to participate therein, and
the Swing Line Lender to make the Swing Line Loans and the Lenders to
participate therein, the Borrower makes the following representations and
warranties to the Administrative Agent, the Issuing Bank, the Swing Line Lender
and each Lender:

         4.1. Subsidiaries; Capitalization

         As of the Effective Date, the Borrower has only the Subsidiaries set
forth on, and the authorized, issued and outstanding Capital Stock of the
Borrower and each such Subsidiary is as set forth on, Schedule 4.1. As of the
Effective Date, except as set forth on Schedule 4.1, the shares of, or
partnership or other interests in, each Subsidiary of the Borrower are owned
beneficially and of record by the Borrower or another Subsidiary of the
Borrower, are free and clear of all Liens and are duly authorized, validly
issued, fully paid and nonassessable. As of the Effective Date, except as set
forth on Schedule 4.1, (i) neither the Borrower nor any of its Subsidiaries has
issued any securities convertible into, or options or warrants for, any common
or preferred equity securities thereof, (ii) there are no agreements, voting
trusts or understandings binding upon the Borrower or any of its Subsidiaries
with respect to the voting securities of the Borrower or any of its Subsidiaries
or affecting in any manner the sale, pledge, assignment or other disposition
thereof, including any right of first refusal, option, redemption, call or other


                                       45
<PAGE>   53
right with respect thereto, whether similar or dissimilar to any of the
foregoing, and (iii) all of the outstanding Capital Stock of each Subsidiary of
the Borrower is owned by the Borrower or another Subsidiary of the Borrower.

         4.2. Existence and Power

         Each of the Borrower and each of its Subsidiaries is duly organized or
formed and validly existing in good standing under the laws of the jurisdiction
of its incorporation or formation, has all requisite power and authority to own
its Property and to carry on its business as now conducted, and is in good
standing and authorized to do business in each jurisdiction in which the nature
of the business conducted therein or the Property owned by it therein makes such
qualification necessary, except where such failure to qualify could not
reasonably be expected to have a Material Adverse Effect.

         4.3. Authority and Execution

         Each of the Borrower and each of its Subsidiaries has full legal power
and authority to enter into, execute, deliver and perform the terms of the Loan
Documents to which it is a party all of which have been duly authorized by all
proper and necessary corporate, partnership or other applicable action and are
in full compliance with its Organizational Documents, except where the failure
to be in such full compliance could not reasonably be expected to have a
Material Adverse Effect. The Borrower and each of its Subsidiaries has duly
executed and delivered the Loan Documents to which it is a party.

         4.4. Binding Agreement

         The Loan Documents (other than the Notes) constitute, and the Notes,
when issued and delivered pursuant hereto for value received, will constitute,
the valid and legally binding obligations of each Credit Party, in each case, to
the extent it is a party thereto, enforceable in accordance with their
respective terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally.

         4.5. Litigation

         Except as set forth on Schedule 4.5, there are no actions, suits or
proceedings at law or in equity or by or before any Governmental Authority
(whether purportedly on behalf of the Borrower, any of its Subsidiaries or any
other Credit Party) pending or, to the knowledge of the Borrower, threatened
against the Borrower, any of its Subsidiaries or any other Credit Party or
maintained by the Borrower, any of its Subsidiaries or any other Credit Party or
which may affect the Property of the Borrower, any of its Subsidiaries or any
other Credit Party or any of their respective Properties or rights, which (i)
could reasonably be expected to have a Material Adverse Effect or (ii) (x) on
the Closing Date, call into question the validity or enforceablility of, or
otherwise seek to invalidate, or might, individually or in the aggregate,
materially and adversely affect, any Loan Document or any of the transactions
contemplated thereby, or (y) on any other date on which the representations and


                                       46
<PAGE>   54
warranties under this Agreement are made or deemed to be made, have resulted in
any judgment or decree that affects the validity or enforceability of, or
invalidates, or might, individually or in the aggregate, materially and
adversely affect, any Loan Document or any of the transactions contemplated
thereby.

         4.6. Required Consents

         Except for information filings required to be made in the ordinary
course of business which are not a condition to the performance by the Borrower
or any of its Subsidiaries under the Loan Documents to which it is a party, and
except for the consents required to be obtained pursuant to Section 5.11 (which
consents have been obtained on the Effective Date), no consent, authorization or
approval of, filing with, notice to, or exemption by, stockholders or holders of
any other equity interest, any Governmental Authority or any other Person is
required to authorize, or is required in connection with the execution, delivery
or performance by the Credit Parties of the Loan Documents to which the Borrower
or any of its Subsidiaries is a party or is required as a condition to the
validity or enforceability of the Loan Documents against the Credit Parties to
which any of the same is a party. The Borrower, prior to each borrowing by it
hereunder, has obtained all necessary approvals and consents of, and has filed
or caused to be filed all reports, applications, documents, instruments and
information required to be filed pursuant to all applicable laws, rules,
regulations and requests of, all Governmental Authorities in connection with
such borrowing.

         4.7. Absence of Defaults; No Conflicting Agreements

         (a) Neither the Borrower, any of its Subsidiaries nor any other Credit
Party is in default under any mortgage, indenture, contract or agreement to
which it is a party or by which it or any of its Property is bound, the effect
of which default could reasonably be expected to have a Material Adverse Effect.
The execution, delivery or carrying out of the terms of the Loan Documents will
not constitute a default under, or result in the creation or imposition of, or
obligation to create, any Lien (other than the Lien created by the Security
Documents) upon any Property of the Borrower or any of its Subsidiaries or
result in a breach of or require the mandatory repayment of or other
acceleration of payment under or pursuant to the terms of any such mortgage,
indenture, contract or agreement, the effect of which could reasonably be
expected to have a Material Adverse Effect.

         (b) Neither the Borrower, any of its Subsidiaries nor any other Credit
Party is in default with respect to any judgment, order, writ, injunction,
decree or decision of any Governmental Authority which default could reasonably
be expected to have a Material Adverse Effect.

         4.8. Compliance with Applicable Laws

         The Borrower and each of its Subsidiaries is complying in all respects
with all laws, regulations, rules and orders of all Governmental Authorities


                                       47
<PAGE>   55
which are applicable to the Borrower or such Subsidiary, a violation of which
could reasonably be expected to have a Material Adverse Effect.

         4.9. Taxes

         Each of the Borrower and each of its Subsidiaries has filed or caused
to be filed all tax returns required to be filed and has paid, or has made
adequate provision for the payment of, all taxes shown to be due and payable on
said returns or in any assessments made against it (other than those being
contested in accordance with Section 7.4) which would be material to the
Borrower or to the Borrower and its Subsidiaries taken as a whole, and no tax
Liens have been filed with respect thereto (other than a Lien described in
Section 8.2(i)). The charges, accruals and reserves on the books of the Borrower
and each of its Subsidiaries with respect to all taxes are, to the best
knowledge of the Borrower, adequate for the payment of such taxes, and the
Borrower knows of no unpaid assessment which is due and payable against the
Borrower or any of its Subsidiaries or any claims being asserted which could
reasonably be expected to have a Material Adverse Effect, except such thereof as
are being contested in accordance with Section 7.4, and for which adequate
reserves have been set aside in accordance with GAAP.

         4.10. Governmental Regulations

         Neither the Borrower, any of its Subsidiaries nor any Person controlled
by, controlling, or under common control with, the Borrower or any of its
Subsidiaries, is (i) subject to regulation under the Public Utility Holding
Company Act of 1935, as amended, or the Federal Power Act, as amended, or is
subject to any statute or regulation which prohibits or restricts the incurrence
of Indebtedness (other than provisions of laws generally), including statutes or
regulations relative to common or contract carriers or to the sale of
electricity, gas, steam, water, telephone, telegraph or other public utility
services or (ii) is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

         4.11. Federal Reserve Regulations; Use of Loan Proceeds

         Neither the Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. The Borrower
will use the proceeds of all Loans and Letters of Credit in compliance with the
provisions of Section 2.8.

         4.12. Plans

         Each Employee Benefit Plan is in compliance with ERISA, the Code and
all other applicable state and federal law, in all material respects. The
Borrower and all ERISA Affiliates have fulfilled their respective obligations
under the minimum funding standards under ERISA and the Code with respect to
each Employee Benefit Plan. No event or condition has occurred and is continuing
as to which the Borrower would be under an obligation to provide notice under
Section 7.2(d), (e), (f) or (g).


                                       48
<PAGE>   56
         4.13. Financial Statements

         The Borrower has heretofore delivered to the Administrative Agent and
the Lenders copies of the (i) audited Consolidated Balance Sheet of the Borrower
as of December 31, 1999, and the related Consolidated Statement of Operations,
Stockholder's Equity and Cash Flow for the fiscal year then ended and (ii) the
unaudited Consolidated Balance Sheets of the Borrower as of April 2, 2000, July
2, 2000 and October 1, 2000 and the related Consolidated Statement of
Operations, Stockholder's Equity and Cash Flow for the respective fiscal
quarters then ended (with the related notes and schedules, the "Financial
Statements"). The Financial Statements fairly present the Consolidated financial
condition and results of the operations of the Borrower and its Subsidiaries as
of the dates and for the periods indicated therein (subject, in the case of such
unaudited statements, to normal year-end adjustments) and have been prepared in
conformity with GAAP. Except as set forth in the Financial Statements and as set
forth on Schedule 4.13, since December 31, 1999, the Borrower and each of its
Subsidiaries has conducted its business only in the ordinary course and there
has been no Material Adverse Change.

         4.14. Property

         (a) Each of the Borrower and the Subsidiaries has good title to, or
valid leasehold interests in, all its real and personal property material to its
business, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

         (b) Schedule 4.14 sets forth the address of each real property that is
owned or leased by the Borrower or any of the Subsidiaries as of the Effective
Date.

         4.15. Authorizations

         (a) The Borrower possesses or has the right to use all franchises,
licenses and other rights set forth in the Trademark License Agreement, and with
respect to which it is in compliance, with no known conflict with the valid
rights of others. No event has occurred which permits or, to the best knowledge
of the Borrower, after notice or the lapse of time or both, or any other
condition, could reasonably be expected to permit, the revocation or termination
of the Trademark License Agreement.

         (b) Each of the Borrower and each of its Subsidiaries possesses or has
the right to use all other franchises, licenses and other rights as are material
and necessary for the conduct of its business, and with respect to which it is
in compliance, with no known conflict with the valid rights of others which
could reasonably be expected to have a Material Adverse Effect. No event has
occurred which permits or, to the best knowledge of the Borrower, after notice
or the lapse of time or both, or any other condition, could reasonably be
expected to permit, the revocation or termination of any such other franchise,
license or other right which revocation or termination could reasonably be
expected to have a Material Adverse Effect.


                                       49
<PAGE>   57
         4.16. Environmental Matters

         (a) Except as set forth on Schedule 4.16 and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower nor any of
the Subsidiaries (i) have failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) have become subject to any Environmental
Liability, (iii) have received notice of any claim with respect to any
Environmental Liability or (iv) know of any basis that could reasonably be
expected to result in the Borrower or any of its Subsidiaries incurring any
Environmental Liability.

         (b) Since the date of this Agreement, there has been no change in the
status of the matters set forth on Schedule 4.16, that, individually or in the
aggregate, has resulted in, or could reasonably be expected to have, a Material
Adverse Effect.

         (c) Since the dates of its formation or organization, neither the
Borrower nor any of its Subsidiaries has used asbestos or any asbestos product
in the manufacture of any of its products or otherwise in its business or, to
the best knowledge of the Borrower, has sold any asbestos or asbestos related
product.

         4.17. Solvency

         Each of the Borrower and its Subsidiaries is Solvent.

         4.18. Absence of Certain Restrictions

         No indenture, certificate of designation for preferred stock, agreement
or instrument to which the Borrower or any of its Subsidiaries is a party (other
than this Agreement and the 2000 Credit Agreement), prohibits or limits in any
way, directly or indirectly the ability of any Subsidiary (other than any
Receivables Subsidiary) of the Borrower to make Restricted Payments or repay any
Indebtedness to the Borrower or to another Subsidiary of the Borrower.

         4.19. No Misrepresentation

         No representation or warranty contained in any Loan Document and no
certificate or report from time to time furnished by the Borrower or any of its
Subsidiaries in connection with the transactions contemplated thereby, contains
or will contain a misstatement of material fact or omits or will omit to state a
material fact required to be stated in order to make the statements therein
contained not misleading in the light of the circumstances under which made.

5.       CONDITIONS TO EFFECTIVENESS

         Except as provided in Section 11.24, the effectiveness of this
Agreement shall be subject to the fulfillment of the following conditions
precedent:

                                       50
<PAGE>   58
         5.1. Evidence of Action

         The Administrative Agent shall have received a certificate, dated the
Effective Date, of the Secretary or Assistant Secretary or other analogous
counterpart of each Credit Party (i) attaching a true and complete copy of the
resolutions of its Managing Person and of all documents evidencing all necessary
corporate, partnership or similar action (in form and substance satisfactory to
the Administrative Agent) taken by it to authorize the Loan Documents to which
it is a party and the transactions contemplated thereby, (ii) attaching a true
and complete copy of its Organizational Documents, (iii) setting forth the
incumbency of its officer or officers or other analogous counterpart who may
sign the Loan Documents, including therein a signature specimen of such officer
or officers and (iv) attaching a certificate of good standing of the Secretary
of State of the jurisdiction of its formation and of each other jurisdiction in
which it is qualified to do business, except, in the case of such other
jurisdiction, when the failure to be in good standing in such jurisdiction would
not have a Material Adverse Effect.

         5.2. This Agreement

         The Administrative Agent shall have received counterparts of this
Agreement signed by each of the parties hereto.

         5.3. Notes

         The Administrative Agent shall have received the Revolving Credit Notes
and the Swing Line Note, duly executed by an Authorized Signatory of the
Borrower.

         5.4. Subsidiary Guaranty

         The Administrative Agent shall have received the Subsidiary Guaranty,
duly executed by an Authorized Signatory of each Subsidiary of the Borrower
(other than any Receivables Subsidiary).

         5.5. Security Agreement

         The Administrative Agent shall have received counterparts of the
Security Agreement signed on behalf of the Borrower, each Guarantor and the
Collateral Agent, together with the following:

         (a) a copy of each stock certificate (the original of which shall have
been delivered to the Collateral Agent) representing shares of capital stock
owned by or on behalf of any Credit Party constituting Collateral as of the
Effective Date;

         (b) a copy of each promissory note or other instrument (the original of
which shall have been delivered to the Collateral Agent), endorsed in blank,
evidencing all loans, advances and other debt owed or owing to any Credit Party


                                       51
<PAGE>   59
constituting Collateral as of the Effective Date (including, without limitation,
a Demand Note made by each Guarantor to the Borrower);

         (c) a copy of each stock power or instrument of transfer (the original
of which shall have been delivered to the Collateral Agent), endorsed in blank,
with respect to each such stock certificate, promissory note and other
instrument;

         (d) a copy of each instrument and other document (the original of which
shall have been delivered to the Collateral Agent), including Uniform Commercial
Code financing statements, required by law or reasonably requested by the
Administrative Agent to be filed, registered or recorded to create or perfect
the Liens intended to be created under the Security Agreement;

         (e) a copy of the results of a search of the Uniform Commercial Code
(or equivalent) filings made with respect to the Credit Parties in the
jurisdictions contemplated by the Security Agreement and copies of the financing
statements (or similar documents) disclosed by such search and evidence
reasonably satisfactory to the Administrative Agent that the Liens indicated by
such financing statements (or similar documents) are permitted by Section 8.2 or
have been released;

         (f) a copy of the fully executed Depositary Control Agreement of each
Qualified Depositary Institution in which the Borrower or any of its
Subsidiaries maintains any bank account, other than a Qualified Depositary
Institution in which the Borrower or any of its Subsidiaries maintains only one
or more Payroll Accounts and/or Petty Cash Accounts (the original of which shall
have been delivered to the Collateral Agent);

         (g) a copy of the fully executed control agreement of Bear, Stearns &
Co. Inc. required to be delivered pursuant to the Security Agreement with
respect to the Marketable Securities (the original of which shall have been
delivered to the Collateral Agent); and

         (h) a copy of the fully executed Depositary Control Agreement of The
Bank of New York with respect to Disbursement Account No. 1 and Disbursement
Account No. 2 (the original of which shall have been delivered to the Collateral
Agent).

         5.6. Collateral Agent Agreement

         The Administrative Agent shall have received counterparts of the
Collateral Agent Agreement signed by each of the parties thereto.


                                       52
<PAGE>   60
         5.7. Insurance

         The Administrative Agent shall have received the items required to be
delivered on the Effective Date under Section 7.5, in each case satisfactory to
the Administrative Agent.

         5.8. Deposits of Cash, Cash Equivalents and Marketable Securities

         The Borrower and its Subsidiaries (other than any Receivables
Subsidiary) shall have deposited (i) all of their Invested Cash in the Cash
Collateral Account, and (ii) all of their Marketable Securities with Bear,
Stearns & Co. Inc.

         5.9. Absence of Litigation

         There shall be no injunction, writ, preliminary restraining order or
other order of any nature issued by any Governmental Authority in any respect
affecting the transactions provided for in the Loan Documents, and the
Administrative Agent shall have received a certificate, in all respects
satisfactory to the Administrative Agent, of an executive officer of the
Borrower to the foregoing effects to the best of his or her knowledge.

         5.10. Approvals and Consents

         All approvals and consents of all Persons required to be obtained by
the Borrower or any of its Subsidiaries in connection with the consummation of
the transactions contemplated by the Loan Documents shall have been obtained and
shall be in full force and effect, and all notices required of the Borrower or
any of its Subsidiaries shall have been given and all required waiting periods
shall have expired, and the Administrative Agent shall have received a
certificate, in all respects satisfactory to the Administrative Agent, of an
Authorized Signatory of the Borrower to the foregoing effects to the best of his
or her knowledge.

         5.11. Senior Note Indenture Consent Solicitations

         The Borrower shall have received the consent of the requisite
noteholders under each Senior Note Indenture to the amendment and modification
of such Senior Note Indenture pursuant to the terms of the applicable Senior
Note Indenture Consent Solicitations.

         5.12. 2000 Credit Agreement

         The 2000 Credit Agreement shall have become effective and the
Administrative Agent shall have received a duly executed copy thereof.

         5.13. Policano & Manzo Report

         The Lenders shall have received a copy of the report, dated November
10, 2000, from Policano & Manzo with respect to the Borrower and its
Subsidiaries.

                                       53
<PAGE>   61
         5.14. Opinion of Counsel to the Borrower and its Subsidiaries

         The Administrative Agent shall have received an opinion of (i) Richard
A. Weinberg, General Counsel to the Borrower and its Subsidiaries, substantially
in the form of Exhibit F-1, and (ii) Weil, Gotshal & Manges LLP, special counsel
to the Borrower and its Subsidiaries, substantially in the form of Exhibit F-2,
each addressed to the Administrative Agent, the Swing Line Lender, the Issuing
Banks, the Lenders and the Collateral Agent and dated the Effective Date. It is
understood that such opinions are being delivered to the Administrative Agent,
the Swing Line Lender, the Issuing Banks, the Lenders and the Collateral Agent
upon the direction of the Borrower and its Subsidiaries and that the
Administrative Agent, the Swing Line Lender, the Issuing Banks, the Lenders and
the Collateral Agent may and will rely on such opinions.

         5.15. Material Agreements

         The Administrative Agent shall have received a fully executed copy of
each of the Material Agreements, together with a fully executed copy of the
Trademark License Agreement, the Chase Platinum Substitute Note and the Fleet LC
Agreement, in each case certified to be a true and complete copy thereof by the
Secretary or Assistant Secretary of the Borrower.

         5.16. Asbestos Report

         The Borrower shall have delivered to the Administrative Agent and the
Lenders a report detailing asbestos claims, asbestos settlements, asbestos
judgments and asbestos legal fees, in each case for the period beginning
November 1, 2000 and ending November 25, 2000.

         5.17. Chase Platinum Substitute Note

         The Chase Platinum Substitute Note shall have been executed, and the
Chase Platinum Agreement shall have been terminated.

         5.18. Fees

         (a) In the event that any fee is payable to any noteholder under any
Senior Note Indenture in connection with the Senior Note Indenture Consent
Solicitation delivered to such noteholder, the Administrative Agent shall have
received for the account of each Lender a fee in an amount equal to the
Commitment of such Lender multiplied by the same percentage that such fee
payable to such noteholder bears to the outstanding principal amount of the note
held by such noteholder under such Senior Note Indenture.

         (b) All other fees payable to the Administrative Agent, the Issuing
Banks and the Lenders on or prior to the Effective Date shall have been paid.
All fees payable hereunder and for which invoices have been received of Bryan
Cave LLP, Wachtell, Lipton, Rosen & Katz and Policano & Manzo shall have been
paid.

                                       54
<PAGE>   62
         5.19. Effective Date Cutoff

         This Agreement shall have become effective on or prior to January 16,
2001.

         5.20. Certain Accrued Payments

         The Borrower shall have paid to the Administrative Agent for the
account of the Lenders all interest on the Loans, all Commitment Fees, all
Letter of Credit Commissions and all Fronting Fees under the Existing Credit
Agreement accrued and unpaid to, but excluding, the Effective Date.

         5.21. Other Documents

         The Administrative Agent shall have received such other documents, each
in form and substance reasonably satisfactory to the Administrative Agent, as
the Administrative Agent shall reasonably require.

6.       CONDITIONS OF LENDING - ALL LOANS AND LETTERS OF CREDIT

         The obligation of each Lender to make a Revolving Credit Loan, the
Swing Line Lender to make a Swing Line Loan or each Issuing Bank to issue any
Letter of Credit (and each Lender to participate therein) on a Borrowing Date is
subject to the satisfaction of the following conditions precedent as of the date
of such Revolving Credit Loan or Swing Line Loan or the issuance of such Letter
of Credit, as the case may be:

         6.1. Compliance

         On each Borrowing Date and after giving effect to the Loans to be made
and the Letters of Credit to be issued thereon (i) there shall exist no Default
or Event of Default, (ii) the representations and warranties contained in the
Loan Documents shall be true and correct with the same effect as though such
representations and warranties had been made on such Borrowing Date, except to
the extent such representations and warranties specifically relate to an earlier
date, in which case such representations and warranties shall have been true and
correct on and as of such earlier date, and (iii) each Credit Party shall be in
compliance with all of the terms, covenants and conditions of the Loan Documents
to which it is a party. Each borrowing by the Borrower and each request by the
Borrower for the issuance of a Letter of Credit shall constitute a
representation and warranty by the Borrower as of such Borrowing Date that each
of the foregoing matters is true and correct in all respects.

         6.2. Borrowing Request; Letter of Credit Request

         With respect to the Loans to be made, and the Letters of Credit to be
issued, on each Borrowing Date, the Administrative Agent shall have received,
(i) in the case of Loans, a Borrowing Request and (ii) in the case of Letters of
Credit, a Letter of Credit Request together with the applicable Issuing Bank's
standard letter of credit application, Reimbursement Agreement and such other


                                       55
<PAGE>   63
documentation as such Issuing Bank may reasonably require, in each case duly
executed by an Authorized Signatory of the Borrower.

         6.3. Loan Closings

         All documents required by the provisions of the Loan Documents to be
executed or delivered to the Administrative Agent or any Lender on or before the
applicable Borrowing Date shall have been so executed and delivered on or before
such Borrowing Date.

7.       AFFIRMATIVE COVENANTS

         The Borrower agrees that, so long as this Agreement is in effect, any
Loan or Reimbursement Obligation (contingent or otherwise) in respect of any
Letter of Credit remains outstanding and unpaid, or any other amount is owing
under any Loan Document to any Lender, any Issuing Bank or the Administrative
Agent, the Borrower shall:

         7.1. Financial Statements and Information

         Maintain, and cause each of its Subsidiaries to maintain, a standard
system of accounting in accordance with GAAP, and furnish or cause to be
furnished to the Administrative Agent and each Lender:

         (a) As soon as available, but in any event within 95 days after the end
of each fiscal year, a copy of the Consolidated Balance Sheet of the Borrower
and its Subsidiaries as at the end of such fiscal year, together with the
related Consolidated Statement of Operations, Stockholders' Equity and Cash Flow
as of and through the end of such fiscal year, setting forth in each case in
comparative form the figures for the preceding fiscal year. The Consolidated
Balance Sheet and Consolidated Statement of Operations, Stockholders' Equity and
Cash Flow shall be audited and certified without qualification by the
Accountants, which certification shall (i) state that the examination by such
Accountants in connection with such Consolidated financial statements has been
made in accordance with generally accepted auditing standards and, accordingly,
included such tests of the accounting records and such other auditing procedures
as were considered necessary in the circumstances, and (ii) include the opinion
of such Accountants that such Consolidated financial statements have been
prepared in accordance with GAAP in a manner consistent with prior fiscal
periods, except as otherwise specified in such opinion. Notwithstanding any of
the foregoing, the Borrower may satisfy its obligation to furnish its
Consolidated Balance Sheet and Consolidated Statement of Operations,
Stockholders' Equity and Cash Flow by furnishing copies of the Borrower's annual
report on Form 10-K in respect of such fiscal year, together with the financial
statements required to be attached thereto or incorporated by reference therein,
provided the Borrower is required to file such annual report on Form 10-K with
the SEC and such filing is actually made.

         (b) As soon as available, but in any event within 50 days after the end
of each of the first three fiscal quarters of each fiscal year, a copy of the
Consolidated Balance Sheet of the Borrower and its Subsidiaries as at the end of


                                       56
<PAGE>   64
each such quarterly period, together with the related Consolidated Statement of
Operations and Cash Flows for such period and for the elapsed portion of the
fiscal year through such date, setting forth in each case in comparative form
the figures for the corresponding periods of the preceding fiscal year,
certified by a Financial Officer of the Borrower as presenting fairly the
Consolidated financial condition and the Consolidated results of operations of
the Borrower and its Subsidiaries in accordance with GAAP. Notwithstanding any
of the foregoing, the Borrower may satisfy its obligation to furnish its
quarterly Consolidated Balance Sheet and Consolidated Statement of Operations
and Cash Flow by furnishing copies of the Borrower's quarterly report on Form
10-Q in respect of such fiscal quarter, together with the financial statements
required to be attached thereto or incorporated by reference therein, provided
the Borrower is required to file such quarterly report on Form 10-Q with the SEC
and such filing is actually made.

         (c) Within 50 days after the end of each of the first three fiscal
quarters (95 days after the end of the last fiscal quarter), a Compliance
Certificate, certified by a Financial Officer of the Borrower.

         (d) Within 30 days after the end of each fiscal month, a copy of the
Consolidated Balance Sheet of the Borrower and its Subsidiaries as at the end of
each such fiscal month, together with the related Consolidated Statement of
Operations and Cash Flows (including, without limitation, line items for Capital
Expenditures and payments made to any Parent or any Affiliate of the Borrower)
for such period and for the elapsed portion of the fiscal year through such
date, setting forth in each case in comparative form the figures for the
corresponding periods of the preceding fiscal year, certified by a Financial
Officer of the Borrower as presenting fairly the Consolidated financial
condition and the Consolidated results of operations of the Borrower and its
Subsidiaries in accordance with GAAP.

         (e) Within 30 days after the end of each fiscal month, a report
detailing asbestos claims, asbestos settlements, asbestos judgments and asbestos
legal fees, in each case for such fiscal month period.

         (f) Such other information as the Administrative Agent or any Lender
may reasonably request from time to time.

         7.2. Certificates; Other Information

         Furnish to the Administrative Agent and each Lender:

         (a) Prompt written notice if: (i) any Indebtedness of the Borrower or
any of its Subsidiaries in an aggregate amount in excess of $5,000,000 for the
Borrower and its Subsidiaries is declared or shall become due and payable prior
to its stated maturity, or is called and not paid when due, (ii) a default shall
have occurred under, or the holder or obligee of, any note (other than the
Notes), certificate, security or other evidence of Indebtedness, with respect to
any other Indebtedness of the Borrower or any of its Subsidiaries has the right
to declare Indebtedness in an aggregate amount in excess of $5,000,000 for the


                                       57
<PAGE>   65
Borrower and its Subsidiaries due and payable prior to its stated maturity, or
(iii) there shall occur and be continuing a Default or an Event of Default;

         (b) Prompt written notice of: (i) any citation, summons, subpoena,
order to show cause or other document naming the Borrower or any of its
Subsidiaries a party to any proceeding before any Governmental Authority which
could reasonably be expected to have a Material Adverse Effect or which calls
into question the validity or enforceability of any of the Loan Documents, and
include with such notice a copy of such citation, summons, subpoena, order to
show cause or other document, (ii) any lapse or other termination of any
license, permit, franchise or other authorization issued to the Borrower or any
of its Subsidiaries by any Person or Governmental Authority, which lapse or
termination could reasonably be expected to have a Material Adverse Effect, and
(iii) any refusal by any Person or Governmental Authority to renew or extend any
such material license, permit, franchise or other authorization, which lapse,
termination, refusal or dispute could reasonably be expected to have a Material
Adverse Effect;

         (c) Promptly upon becoming available, copies of all (i) registration
statements (other than with respect to employee benefit plans), regular,
periodic or special reports, schedules and other material which the Borrower or
any of its Subsidiaries may now or hereafter be required to file with or deliver
to any securities exchange or the SEC, and (ii) financial statements, proxy
statements, notices and reports as the Borrower or any of its Subsidiaries shall
generally send to analysts or all public holders of its Capital Stock in their
capacity as such holders (in each case to the extent not theretofore delivered
to the Lenders pursuant to this Agreement);

         (d) Prompt written notice in the event that the Borrower, any of its
Subsidiaries or any ERISA Affiliate knows, or has reason to know, that (i) any
Termination Event with respect to a Pension Plan has occurred or will occur,
(ii) any condition exists with respect to a Pension Plan which presents a
material risk of termination of the Pension Plan under Section 4041(c) or 4042
of ERISA, imposition of a material excise tax, requirement to provide security
to the Pension Plan or other material liability on the Borrower, any of its
Subsidiaries or any ERISA Affiliate, (iii) the Borrower, any of its Subsidiaries
or any ERISA Affiliate has filed under Section 4041(a)(2) of ERISA a notice of
termination of, or intent to terminate, a Pension Plan, (iv) the Borrower, any
of its Subsidiaries or any ERISA Affiliate has applied for a waiver of the
minimum funding standard under Section 412 of the Code with respect to a Pension
Plan, (v) the aggregate amount of the Unfunded Pension Liabilities under all
Pension Plans is in excess of $5,000,000, (vi) the aggregate amount of
Unrecognized Retiree Welfare Liability under all applicable Employee Benefit
Plans is in excess of $1,000,000, (vii) the Borrower, any of its Subsidiaries or
any ERISA Affiliate has engaged in a Prohibited Transaction with respect to an
Employee Benefit Plan, (viii) the imposition of any material tax against the
Borrower, any of its Subsidiaries or any ERISA Affiliate under Section 4980B(a)
of the Code or (ix) the assessment of a material civil penalty against the
Borrower, any of its Subsidiaries or any ERISA Affiliate under Section 502(c) of
ERISA, together with a certificate of a Financial Officer of the Borrower
setting forth the details of such event and the action which the Borrower, such


                                       58
<PAGE>   66
Subsidiary or such ERISA Affiliate proposes to take with respect thereto,
together with a copy of all notices and filings with respect thereto.

         (e) Prompt written notice in the event that the Borrower, any of its
Subsidiaries or any ERISA Affiliate shall receive a demand letter from the PBGC
notifying the Borrower, such Subsidiary or such ERISA Affiliate of any final
decision finding liability and the date by which such liability must be paid,
together with a copy of such letter and a certificate of a Financial Officer of
the Borrower setting forth the action which the Borrower, such Subsidiary or
such ERISA Affiliate proposes to take with respect thereto.

         (f) Promptly upon the same becoming available, and in any event by the
date such amendment is adopted, a copy of any Pension Plan amendment that the
Borrower, any of its Subsidiaries or any ERISA Affiliate proposes to adopt which
would require the posting of security under Section 401(a)(29) of the Code,
together with a certificate of a Financial Officer of the Borrower setting forth
the reasons for the adoption of such amendment and the action which the
Borrower, such Subsidiary or such ERISA Affiliate proposes to take with respect
thereto.

         (g) As soon as possible and in any event by the tenth day after any
required installment or other payment under Section 412 of the Code owed to a
Pension Plan shall have become due and owing by the Borrower, any of its
Subsidiaries or any ERISA Affiliate and remain unpaid, a copy of the notice of
failure to make required contributions provided to the PBGC by the Borrower, any
of its Subsidiaries or any ERISA Affiliate under Section 412(n) of the Code,
together with a certificate of a Financial Officer setting forth the action
which the Borrower, such Subsidiary or such ERISA Affiliate proposes to take
with respect thereto.

         (h) Prompt written notice upon any development in asbestos litigation
that could reasonably be expected to have a Material Adverse Effect.

         (i) Such other information as the Administrative Agent or any Lender
shall reasonably request from time to time.

         7.3. Legal Existence

         Except as may otherwise be permitted by Sections 8.3 and 8.4, maintain,
and cause each of its Subsidiaries to maintain, its corporate, partnership or
analogous existence, as the case may be, in good standing in the jurisdiction of
its incorporation or formation and in each other jurisdiction in which the
failure so to do could reasonably be expected to have a Material Adverse Effect,
provided, however, that any Guarantor may be dissolved, provided that (i) no
Event of Default shall then exist and be continuing, (ii) all of the Property of
such Guarantor shall be transferred to the Borrower or any other Guarantor,
(iii) no such dissolution shall adversely affect the Collateral (including the
nature, status, quality or value thereof) or the interest of the Collateral
Agent therein, and (iv) no Guarantor that creates accounts receivable may


                                       59
<PAGE>   67
dissolve into any other Guarantor or the Borrower unless the accounts receivable
of such Guarantor (or attributable to the line of business engaged in by such
Guarantor) shall, after giving effect to such dissolution, constitute Collateral
under the Security Agreement and shall be expressly excluded for all purposes
from being sold to the Receivables Subsidiary pursuant to the Receivables
Purchase Documents or otherwise being subject to any restriction contained in
the Receivables Purchase Documents.

         7.4. Taxes

         Pay and discharge when due, and cause each of its Subsidiaries so to
do, any Tax upon or with respect to the Borrower or such Subsidiary and any Tax
upon the income, profits and Property of the Borrower and its Subsidiaries,
which if unpaid, could reasonably be expected to have a Material Adverse Effect
or become a Lien on Property of the Borrower or such Subsidiary (other than a
Lien described in Section 8.2(i)), unless and to the extent only that any such
Tax shall be contested in good faith and by appropriate proceedings diligently
conducted by the Borrower or such Subsidiary and provided that such reserve or
other appropriate provision as shall be required by GAAP shall have been made
therefor.

         7.5. Insurance and Condemnation.

         (a) Liability Insurance. Maintain, and cause each Subsidiary to
maintain, insurance with financially sound insurance carriers on such of its
Property, against at least such risks, and in at least such amounts, as are
customarily insured against by similar businesses, in each case naming the
Administrative Agent and the Collateral Agent as an additional insured under
such policies.

         (b) Property Insurance. Maintain such property and other insurance as
is customarily maintained by companies engaged in similar businesses. All such
property insurance shall name the Collateral Agent, under a standard loss
payable clause, as a loss payee, as its interest may appear, in respect of each
claim resulting in a payment under any such insurance policy exceeding $500,000
and shall contain such endorsements as the Collateral Agent shall require. If
the Borrower or any of its Subsidiaries shall receive the proceeds of any
insurance, the Borrower shall cause such proceeds to be deposited in a deposit
account with a Qualified Depositary Institution that is subject to an effective
Depositary Control Agreement.

         (c) Condemnation Awards. If the Borrower or any of its Subsidiaries
shall receive the proceeds of any condemnation or similar awards, the Borrower
shall cause such proceeds to be deposited in a deposit account with a Qualified
Depositary Institution that is subject to an effective Depositary Control
Agreement.

         (d) Insurance Policies. The Borrower shall deliver to the
Administrative Agent on the Effective Date and on each anniversary thereof a
detailed list of all insurance of the Borrower and its Subsidiaries then in
effect, stating the names of the carriers thereof, the policy numbers, the
insureds thereunder, the amounts of insurance, dates of expiration thereof, and


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<PAGE>   68
the Property and risks covered thereby, together with a certificate of an
Authorized Signatory certifying that in the opinion of such officer such
insurance complies with the obligations of the Borrower under this Section 7.5,
and is in full force and effect. Promptly upon request therefor, the Borrower
shall deliver or cause to be delivered to the Administrative Agent originals or
duplicate originals of all such policies of insurance.

         7.6. Performance of Obligations

         Pay and discharge when due, and cause each of its Subsidiaries so to
do, all lawful Indebtedness, obligations and claims for labor, materials and
supplies or otherwise which, if unpaid, could (i) reasonably be expected to have
a Material Adverse Effect, or (ii) become a Lien upon Property of the Borrower
or any of its Subsidiaries other than a Permitted Lien, unless and to the extent
only that the validity of such Indebtedness, obligation or claim shall be
contested in good faith and by appropriate proceedings diligently conducted, and
provided that such reserve or other appropriate provision as shall be required
by GAAP shall have been made therefor.

         7.7. Observance of Legal Requirements

         Observe and comply in all respects, and cause each of its Subsidiaries
so to do, with all laws, ordinances, orders, judgments, rules, regulations,
certifications, franchises, permits, licenses, directions and requirements of
all Governmental Authorities, which now or at any time hereafter may be
applicable to it, a violation of which could reasonably be expected to have a
Material Adverse Effect, except such thereof as shall be contested in good faith
and by appropriate proceedings diligently conducted by it, provided that such
reserve or other appropriate provision as shall be required by GAAP shall have
been made therefor.

         7.8. Inspection of Property; Books and Records; Discussions

         (a) At all reasonable times, upon reasonable prior notice, permit
representatives of the Administrative Agent and each Lender to visit the offices
of the Borrower and each of its Subsidiaries, to examine the books and records
thereof and Accountants' reports relating thereto, and to make copies or
extracts therefrom, to discuss the affairs of the Borrower and each such
Subsidiary with the respective officers thereof, and to examine and inspect the
Property of the Borrower and each such Subsidiary and to meet and discuss the
affairs of the Borrower and each such Subsidiary with the Accountants.

         (b) Upon the occurrence and during the continuance of any Default,
Event of Default or Material Adverse Change, at the request of the Required
Lenders and at the expense of the Borrower, permit financial consultants or
other representatives of the Administrative Agent or any Lender to visit the
offices of the Borrower and each of its Subsidiaries, to examine the books and
records thereof and Accountants' reports relating thereto and to make copies or
extracts therefrom, to discuss the affairs of the Borrower and each such
Subsidiary with the respective officers thereof, to examine and inspect the
Property of the Borrower and each such Subsidiary, to meet and discuss the


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<PAGE>   69
affairs of the Borrower and each such Subsidiary with the Accountants, and to
prepare reports relating thereto.

         7.9. Authorizations

         Maintain, and cause each of its Subsidiaries to maintain, in full force
and effect, all licenses, franchises, permits, licenses, authorizations and
other rights as are necessary for the conduct of its business, except to the
extent the failure to so maintain, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

         7.10. Financial Covenants

         (a) Interest Coverage Ratio. Maintain as of the end of any fiscal
quarter during each period set forth below, an Interest Coverage Ratio of not
less than the applicable ratio set forth below:

          Period                                              Ratio
          ------                                              -----

          Effective Date through the fiscal quarter
          ending on or about June 30, 2002
                                                            1.35:1.00

          the fiscal quarter beginning on or about
          July 1, 2002 and
          thereafter                                       1.50:1.00.


         (b) Minimum Consolidated EBITDA. Maintain as of the end of any fiscal
quarter Consolidated EBITDA for the immediately preceding four fiscal quarters
of not less than $80,000,000.

         7.11. Additional Subsidiaries

         If any Subsidiary is formed or acquired after the Effective Date, the
Borrower will notify the Administrative Agent and the Lenders in writing thereof
within three Business Days prior to the date on which such Subsidiary is to be
formed or acquired and (i) the Borrower will cause such Subsidiary (other than
the Receivables Subsidiary) to (a) execute and deliver each applicable Guaranty
Document (or otherwise become a party thereto in the manner provided therein)
and become a party to each applicable Security Document in the manner provided
therein, in each case within five Business Days after the date on which such
Subsidiary is formed or acquired and (ii) promptly take such actions to create
and perfect Liens on such Subsidiary's assets to secure the Obligations as the
Administrative Agent or the Required Lenders shall reasonably request, (b) if
any equity securities issued by any such Subsidiary are owned or held by or on
behalf of the Borrower or any Guarantor or any loans, advances or other debt is
owed or owing by any such Subsidiary to the Borrower or any Guarantor, the
Borrower will cause such equity securities and promissory notes and other
instruments evidencing such loans, advances and other debt to be pledged


                                       62
<PAGE>   70
pursuant to the Security Documents within five Business Days after the date on
which such Subsidiary is formed or acquired, and (c) deliver (i) a certificate,
dated the date such Subsidiary shall have become a party to the Subsidiary
Guaranty, executed by such Subsidiary and substantially in the form of, and with
substantially the same attachments as, the certificate which would have been
required under Section 5.1 if such Subsidiary had become a party to the
Subsidiary Guaranty on or before the Effective Date, and (ii) an opinion of
counsel to such Subsidiary, covering the same matters with respect to such
Subsidiary as were covered by the opinions delivered pursuant to Section 5.14,
in form and substance satisfactory to the Administrative Agent, and (iii) such
other documents as the Administrative Agent shall request.

         7.12. Further Assurances; Certain Real Estate Matters

         (a) Within 45 days of the Closing Date, the Borrower will deliver or,
as applicable, cause each of its Subsidiaries to deliver, to the Collateral
Agent (i) counterparts of a Mortgage with respect to each Mortgaged Property
listed on Part A of Schedule 1.1(m), signed on behalf of the record owner of
such Mortgaged Property, (ii) a current title search report in standard form
issued by a nationally recognized title insurance company with respect to each
such Mortgaged Property, and (iii) such UCC-1 financing statements and other
documents, instruments or agreements that the Administrative Agent reasonably
requests with respect to each such Mortgaged Property for purposes of creating
and perfecting a valid mortgage lien on each such such Mortgaged Property,
provided that the Borrower will use its best efforts to satisfy this Section
7.12(a) within 30 days of the Closing Date.

         (b) Within 60 days of the Closing Date, the Borrower will deliver or,
as applicable, cause each of its Subsidiaries to deliver, to the Collateral
Agent (i) a policy or policies of title insurance issued by a nationally
recognized title insurance company, insuring the Lien of each Mortgage on each
Mortgaged Property listed on Part A of Schedule 1.1(m) as a valid first Lien on
such Mortgaged Property described therein, free of any other Liens except as
permitted by Section 8.2, in form and substance reasonably acceptable to the
Administrative Agent, together with such endorsements, coinsurance and
reinsurance as the Administrative Agent may reasonably request, (ii) such
existing surveys of such Mortgaged Property as the Borrower or its Subsidiaries
may have, (iii) a copy of any existing phase I environmental report issued for
each such Mortgaged Property as the Borrower or its Subsidiaries may have, (iv)
such customary opinions of local counsel to the Borrower with respect to such
Mortgages as the Administrative Agent shall reasonably require and (v) such
other customary documentation with respect to such Mortgages and such Mortgaged
Property, including copies of all appraisals issued with respect thereto, as the
Administrative Agent may reasonably request.

         (c) The Borrower will use its commercially reasonable best efforts to
deliver or, as applicable, cause each of its Subsidiaries to deliver, to the
Collateral Agent as soon as possible (i) counterparts of a Mortgage with respect
to each Mortgaged Property listed on Part B of Schedule 1.1(m), signed on behalf
of the record owner of such Mortgaged Property, (ii) a current title search
report in standard form issued by a nationally recognized title insurance


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<PAGE>   71
company with respect to each such Mortgaged Property, (iii) such UCC-1 financing
statements and other documents, instruments or agreements that the
Administrative Agent reasonably requests with respect to each such Mortgaged
Property for purposes of creating and perfecting a valid mortgage lien on each
such such Mortgaged Property, (iv) a policy or policies of title insurance
issued by a nationally recognized title insurance company, insuring the Lien of
each Mortgage on each such Mortgaged Property as a valid first Lien on such
Mortgaged Property described therein, free of any other Liens except as
permitted by Section 8.2, in form and substance reasonably acceptable to the
Administrative Agent, together with such endorsements, coinsurance and
reinsurance as the Administrative Agent may reasonably request, (v) such
existing surveys of such Mortgaged Property as the Borrower or its Subsidiaries
may have, (vi) a copy of any existing phase I environmental report issued for
each such Mortgaged Property as the Borrower or its Subsidiaries may have, (vii)
such customary opinions of local counsel to the Borrower with respect to such
Mortgages as the Administrative Agent shall reasonably require and (viii) such
other customary documentation with respect to such Mortgages and such Mortgaged
Property, including copies of all appraisals issued with respect thereto, as the
Administrative Agent may reasonably request.

         (d) With respect to each Mortgaged Property listed on Part B of
Schedule 1.1(m), the Borrower will use its commercially reasonable best efforts
to deliver or, as applicable, cause each of its Subsidiaries to deliver, to the
Collateral Agent as soon as possible a collateral assignment (satisfactory in
form and substance to the Administrative Agent) of all of its rights or options
to acquire the underlying real estate and improvements constituting a part of
such Mortgaged Property.

         (e) With respect to leased real property the landlord of which is an
Affiliate of the Borrower, the Borrower will deliver or, as applicable, cause
each of its Subsidiaries to deliver, to the Collateral Agent as soon as possible
a landlord lien waiver with respect to each such leased real property, such
landlord lien waiver to be in customary form and reasonably satisfactory to the
Administrative Agent.

         (f) With respect to leased real property the landlord of which is not
an Affiliate of the Borrower, the Borrower will use its commercially reasonable
best efforts to deliver or, as applicable, cause each of its Subsidiaries to
deliver, to the Collateral Agent as soon as possible a landlord lien waiver with
respect to each such leased real property, such landlord lien waiver to be in
customary form and reasonably satisfactory to the Administrative Agent.

         (g) The Borrower will, and will cause each Guarantor to, execute any
and all further documents, financing statements, agreements (including guarantee
agreements and security agreements) and instruments, and take all such further
actions (including the filing and recording of financing statements, fixture
filings, Mortgages and other documents), that may be required under any
applicable law, or which the Administrative Agent or the Required Lenders may
reasonably request, to effectuate the transactions contemplated by the Loan
Documents or to grant, preserve, protect or perfect (including as a result of
any change in applicable law) the Liens created or intended to be created by the
Security Documents or the validity or priority of any such Lien, all at the


                                       64
<PAGE>   72
expense of the Borrower and the Guarantors. The Borrower also agrees to provide
to the Administrative Agent, from time to time upon request, evidence reasonably
satisfactory to the Administrative Agent as to the perfection and priority of
the Liens created or intended to be created by the Security Documents.

         (h) If any assets (including any real property or improvements thereto
or any interest therein that exceed $1,000,000 in value) are acquired by the
Borrower or any Guarantor after the Effective Date (other than Payroll Accounts,
Petty Cash Accounts and assets constituting Collateral under the Security
Documents that become subject to the Lien of the Security Documents upon
acquisition thereof), the Borrower will notify the Administrative Agent and the
Lenders thereof, and, the Borrower will cause such assets to be subjected to a
Lien securing the Obligations and will take, and cause the Guarantors to take,
such actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens, including actions described in paragraphs
(a), (b), (c), (d), (e) and (f) of this Section and shall deliver all documents,
certificates and instruments required to be delivered pursuant to Section 5.5 as
if such assets existed on the Effective Date, all at the expense of the Borrower
and the Guarantors.

         7.13. Environmental Compliance

         The Borrower will, and will cause each Subsidiary to, use and operate
all of its facilities and property in compliance with all Environmental Laws,
keep all necessary permits, approvals, certificates, licenses and other
authorizations relating to environmental matters in effect and remain in
compliance therewith, and handle all Hazardous Materials in compliance with all
applicable Environmental Laws, except where noncompliance with any of the
foregoing could not reasonably be expected to have a Material Adverse Effect.

         7.14. Invested Cash, Marketable Securities and System Cash

         (a) The Borrower will, and will cause each Subsidiary (other than any
Receivable Subsidiary) to (i) deposit and maintain on deposit all of its
Invested Cash in the Cash Collateral Account, (ii) deposit and, subject to
Section 7.14(b), maintain on deposit all of its Marketable Securities with Bear,
Stearns & Co. Inc., (iii) cause all of its System Cash to be deposited in
Qualified Depositary Institutions and, prior to any such deposit, cause each
such Qualified Depositary Institution to execute and deliver to the Collateral
Agent a Depositary Control Agreement and (iv) comply with the Cash Management
System.

         (b) The Borrower will, and will cause each Subsidiary to, liquidate all
of its Marketable Securities by no later than December 31, 2000 and deposit the
net proceeds in the Cash Collateral Account pursuant to Section 7.14(a).

         (c) The Borrower will cause the Receivables Subsidiary to promptly
transfer to the Borrower, for deposit in a Qualified Depositary Institution that
has executed and delivered to the Collateral Agent a Depositary Control
Agreement, cash held by the Receivables Subsidiary in excess of the cash


                                       65
<PAGE>   73
required to be held by the Receivables Subsidiary pursuant to the Receivables
Purchase Documents.

8.       NEGATIVE COVENANTS

         The Borrower agrees that, so long as this Agreement is in effect, any
Loan or Reimbursement Obligation (contingent or otherwise) in respect of any
Letter of Credit remains outstanding and unpaid, or any other amount is owing
under any Loan Document to any Lender, any Issuing Bank or the Administrative
Agent, the Borrower shall not, directly or indirectly:

         8.1. Indebtedness

         Create, incur, assume or suffer to exist any liability for
Indebtedness, or permit any of its Subsidiaries so to do, except (i)
Indebtedness under the Loan Documents, (ii) Indebtedness of the Borrower or any
of its Subsidiaries existing on the Effective Date as set forth on Schedule 8.1,
(iii) Borrower Intercompany Investments, (iv) the Chase Platinum Substitute
Note, and (v) Indebtedness with respect to Capital Leases and purchase money
Indebtedness of the Borrower or any of its Subsidiaries (including any
extension, replacement or refinance of such Capital Lease or purchase money
Indebtedness), provided that any such extension, replacement or refinance (x)
does not result in an increase in the outstanding principal amount of such
Capital Lease or purchase money Indebtedness from that in effect on the
Effective Date, and (y) does not result in the annual lease payments/debt
service payable under such Capital Lease or purchase money Indebtedness (as so
extended, replaced or refinanced) exceeding the annual lease payments/debt
service (without giving effect to any balloon or similar payments) payable under
such Capital Lease or purchase money Indebtedness immediately prior to such
extension, replacement or refinance.

         8.2. Liens

         Create, incur, assume or suffer to exist any Lien upon any of its
Property, whether now owned or hereafter acquired, or permit any of its
Subsidiaries so to do, except (i) Liens for any Tax or governmental charge in
the ordinary course of business which are not delinquent or which are being
contested in accordance with Section 7.4 or 7.6, provided that enforcement of
such Liens is stayed pending such contest, (ii) Liens in connection with
workers' compensation, unemployment insurance or other social security
obligations (but not ERISA), (iii) deposits or pledges to secure bids, tenders,
contracts (other than contracts for the payment of money), leases, statutory
obligations, surety, performance and appeal bonds, contractual or warranty
requirements and other obligations of like nature arising in the ordinary course
of business, (iv) zoning ordinances, easements, rights of way, minor defects,
irregularities, and other similar restrictions affecting real Property which do
not materially adversely affect the value of such real Property or the financial
condition of the Borrower or of the Borrower and its Subsidiaries taken as a
whole or materially impair its use for the operation of the business of the
Borrower or any such Subsidiary, (v) Liens arising by operation of law such as
mechanics', materialmen's, carriers', warehousemen's liens incurred in the
ordinary course of business which are not delinquent or which are being


                                       66
<PAGE>   74
contested in accordance with Section 7.6, provided that enforcement of such
Liens is stayed pending such contest, (vi) Liens arising out of judgments or
decrees which are being contested in accordance with Section 7.6, provided that
enforcement of such Liens is stayed pending such contest, (vii) Liens in favor
of the Administrative Agent, the Issuing Banks and the Lenders under the Loan
Documents and Liens in favor of the Collateral Agent under the Security
Documents, (viii) broker's Liens securing the payment of commissions and
management fees in the ordinary course of business, (ix) Liens on Property
(including replacements of such Property or additions or accessions thereto
pursuant to applicable law) existing on the Effective Date as set forth on
Schedule 8.2, (x) Liens under Capital Leases or purchase money Indebtedness
permitted by Section 8.1(v), provided that such Liens attach only to the
Property so acquired pursuant to such Capital Leases or purchase money
Indebtedness (including replacements thereof or additions or accessions thereto
pursuant to applicable law), and (xi) Liens arising solely from the filing of
UCC financing statements for precautionary purposes in connection with true
operating leases or conditional sales of property that are otherwise permitted
under the Agreement and under which the Borrower or any of its Subsidiaries is
lessee or on accounts receivable and related intangible rights in connection
with non-recourse sales of accounts receivable of the Borrower to a Receivables
Subsidiary pursuant to and in accordance with the Receivables Purchase
Documents.

         8.3. Merger, Consolidations and Acquisitions

         Consolidate with, merge into or with any Person, make any Acquisition
or enter into any binding agreement to do any of the foregoing which is not
contingent on obtaining the consent of the Required Lenders, or permit any of
its Subsidiaries so to do, except:

         (a) any wholly-owned Guarantor may merge with any other wholly-owned
Guarantor or with the Borrower, provided that (i) no such merger shall adversely
affect the Collateral (including the nature, status, quality or value thereof)
or the interest of the Collateral Agent therein, (ii) the Borrower shall be the
survivor in any merger involving the Borrower and (iii) no Guarantor that
creates accounts receivable may merge with any other Guarantor or with the
Borrower unless the accounts receivable of such Guarantor (or attributable to
the line of business engaged in by such Guarantor) shall, after giving effect to
such merger, constitute Collateral under the Security Agreement and shall be
expressly excluded for all purposes from being sold to the Receivables
Subsidiary pursuant to the Receivables Purchase Documents or otherwise being
subject to any restriction contained in the Receivables Purchase Documents;

         (b) Investments permitted by Section 8.5; and

         (c) Dispositions permitted by Section 8.4.

         8.4. Dispositions

         Make any Disposition, or permit any of its Subsidiaries so to do,
except:

                                       67
<PAGE>   75
         (a) Dispositions of inventory or other assets (including, without
limitation, Marketable Securities, Cash Equivalents and Hedge Agreements) in the
ordinary course of business or the disposition of platinum in connection with
the satisfaction of the Chase Platinum Agreement;

         (b) Dispositions of shares of stock, notes or other securities or other
equity interests owned by the Borrower or any of its Subsidiaries, other than
any such equity interests of (i) any Subsidiaries of the Borrower, or (ii) other
Persons, unless such equity interests are held solely as an investment and
without a view to participating in the management of such other Person;

         (c) Dispositions by means of a lease or sublease of Property of the
Borrower or any of its Subsidiaries, so long as the Borrower or such Subsidiary
continues to reflect ownership of such Property in its financial statements in
accordance with GAAP;

         (d) Dispositions of Property (other than accounts receivable) by the
Borrower or any of its Subsidiaries to the Borrower or any Guarantor;

         (e) Dispositions of Property pursuant to a condemnation proceeding;

         (f) sales or transfers of accounts receivable (and related intangible
rights) to any Receivables Subsidiary pursuant to and in accordance with the
Receivables Purchase Documents;

         (g) the destruction of Property as a result of casualty;

         (h) Dispositions of Property which, in the reasonable opinion of the
Borrower or such Subsidiary, is obsolete or no longer useful in the conduct of
its business;

         (i) the Disposition of the Ontario, Port Arthur, Corvallis, Monroe,
Houston and Leatherback facilities of the Borrower, provided that at least 50%
of the consideration received for each such Disposition shall be cash and no
Default or Event of Default shall exist immediately before or after giving
effect thereto;

         (j) any Disposition the fair market value of which is less than
$5,000,000 and, when aggregated with all other Dispositions made pursuant to
this Section 8.4(j) within the same fiscal year, is less than $15,000,000; and

         (k) Dispositions in the ordinary course of business by means of a
license or a sublicense, to the extent the proceeds thereof (excluding
reimbursements, indemnities and the like) are included in the income before
taxes and extraordinary items of the Borrower or such Subsidiary;

provided that in connection with any Disposition pursuant to subsection (a) or
(b) above of Investments in Marketable Securities and Investments in other
securities or to fund managers permitted pursuant to subsections (g) or (h) of


                                       68
<PAGE>   76
Section 8.5, and in connection with Dispositions pursuant to subsections (i) or
(j) above, upon receipt of any net proceeds by the Borrower or any of its
Subsidiaries as a result thereof, the Borrower shall immediately cause such net
proceeds to be deposited with a Qualified Depositary Institution that is subject
to an effective Depositary Control Agreement.

         8.5. Investments, Loans, Etc.

         At any time, directly or indirectly, purchase or otherwise hold, own,
acquire or invest in the Capital Stock of, evidence of indebtedness or other
obligation or security issued by, any other Person, or make any loan or advance
to, or enter into any arrangement for the purpose of providing funds or credit
to, or become a partner or joint venturer in any partnership or joint venture,
or enter into any Hedge Agreement, or make any other investment (whether in cash
or other Property) in any other Person, or make any commitment or otherwise to
agree to do any of the foregoing (all of which are sometimes referred to herein
as "Investments"), or permit any of its Subsidiaries so to do, except:

         (a) Investments in Cash Equivalents on deposit in the Cash Collateral
Account;

         (b) Investments existing on the Effective Date as set forth on Schedule
8.5;

         (c) (i) Investments of System Cash in the form of deposits in normal
business banking accounts in a Qualified Depositary Institution that is subject
to an effective Depositary Control Agreement, (ii) Investments in the form of
deposits in Payroll Accounts with Qualified Depositary Institutions, (iii)
Investments in the form of deposits in Petty Cash Accounts with Qualified
Depositary Institutions, (iv) Investments in the form of deposits in
Disbursement Account No. 1, and (v) Investments in the form of deposits in
Disbursement Account No. 2;

         (d) Investments in Hedge Agreements, provided that such Investments are
used for hedging purposes and in the ordinary course of business;

         (e) Borrower Intercompany Investments;

         (f) (i) loans or advances to employees of the Borrower or any of its
Subsidiaries (other than any Permitted Holder) for travel and relocation
expenses incurred in the ordinary course of business, and (ii) other loans or
advances to employees of the Borrower or any of its Subsidiaries (other than any
Permitted Holder) in an aggregate outstanding amount not to exceed $1,000,000;

         (g) Until December 31, 2000, Investments in Marketable Securities
existing on the Effective Date as set forth on Schedule 8.5(g), including
Marketable Securities received as a dividend or distribution in respect of any


                                       69
<PAGE>   77
such Marketable Securities existing on the Effective Date, provided that such
Investments are subject to a first priority perfected security interest in favor
of the Collateral Agent pursuant to the Security Agreement;

         (h) Until December 31, 2000, Investments in other securities or to fund
managers existing on the Effective Date as set forth on Schedule 8.5(h),
including any Investments in other securities or to fund managers received as a
dividend or distribution in respect of any such Investments in other securities
or to fund managers existing on the Effective Date, provided that such
Investments are subject to a first priority perfected security interest in favor
of the Collateral Agent pursuant to the Security Agreement.

         (i) Investments by any Receivables Subsidiary to the extent required
pursuant to and in accordance with the Receivables Purchase Documents;

         (j) Investments in any "strategic alliance" joint marketing
arrangement, provided that such Investments do not exceed $750,000 in the
aggregate for any fiscal year;

         (k) Loans made to employees of the Borrower and its Subsidiaries in an
aggregate principal amount not to exceed $6,000,000 in order for such employees
to purchase equity securities of the Borrower pursuant to an employee stock
purchase or similar program;

         (l) any loan made by the Borrower or any of its Subsidiaries to any
Parent, provided that such loan shall be permitted under Section 8.6; and

         (m) loans or advances to suppliers of the Borrower or any of its
Subsidiaries relating to the operations or business thereof in an aggregate
outstanding amount not to exceed $250,000 for any single supplier and $1,000,000
for all suppliers.

         8.6. Restricted Payments

         Declare or pay any Restricted Payments payable in cash or otherwise or
apply any of its Property thereto or set apart any sum therefor, or permit any
of its Subsidiaries so to do, except that: (i) a wholly-owned Subsidiary of the
Borrower may declare and pay Restricted Payments to the Borrower or to any
Guarantor, and (ii) the Borrower may make demand loans (which loans shall be
evidenced by a Demand Note) to any Parent, provided that (a) the aggregate
amount of all such loans shall not exceed (1) for the period from the Closing
Date until the first anniversary thereof, the unused portion of the Annual
Asbestos Basket for such period minus the Parent Letter of Credit Amount minus
the Appeal Security Undrawn Amount, (2) for the period from the first
anniversary of the Closing Date until the second anniversary of the Closing
Date, $20,000,000 (not exceeding $10,000,000 per fiscal quarter of such year)
plus the unused portion of the Annual Asbestos Basket for the period from the
Closing Date until the second anniversary of the Closing Date minus the Parent
Letter of Credit Amount minus the Appeal Security Undrawn Amount, and (3) for
the period from the second anniversary of the Closing Date until the third
anniversary of the Closing Date, $5,000,000 plus the unused portion of the


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<PAGE>   78
Annual Asbestos Basket for the period from the Closing Date until the third
anniversary of the Closing Date plus the unused portion of such $20,000,000 for
the period from the first anniversary of the Closing Date until the second
anniversary of the Closing Date minus the Parent Letter of Credit Amount minus
the Appeal Security Undrawn Amount, and (b) immediately before and after giving
effect thereto no Default or Event of Default shall exist.

         8.7. Business and Name Changes

         Materially change the nature of the business of the Borrower and its
Subsidiaries taken as a whole as conducted on the Effective Date.

         8.8. ERISA

         Permit or cause any Pension Plan to have a Funded Current Liability
Percentage of less than 60%, or increase benefits, or permit any of its
Subsidiaries so to do, under any Employee Benefit Plan or establish or
contribute to any new Employee Benefit Plan except to the extent that the same
could not reasonably be expected to result in a Material Adverse Effect.

         8.9. Prepayments of Indebtedness

         Prepay or obligate itself to prepay, in whole or in part, Indebtedness
under any Senior Note Indenture, the Fleet LC Agreement or the Chase Platinum
Substitute Note or permit any of its Subsidiaries so to do.

         8.10. Amendments, Etc. of Certain Agreements

         Enter into or agree to any amendment, modification or waiver of any
term or condition of its Organizational Documents or any of the Material
Agreements in any way that could reasonably be expected to have a Material
Adverse Effect, or permit any of its Subsidiaries so to do, or, with respect to
the Receivables Purchase Documents, that could reasonably be respected to (x)
denigrate the value of the security interest of the Collateral Agent in the
Capital Stock of the Receivables Subsidiary or in any other Collateral,
including any accounts receivable of the Borrower or any of its Subsidiaries
(other than the Receivables Subsidiary) not subject to the documents described
in clause (i) of the definition of Receivables Purchase Documents, or (y)
restrict the rights of the Collateral Agent to foreclose or otherwise pursue its
remedies under the Security Agreement with respect to such Capital Stock or such
other Collateral, in either case in comparison to such value or rights in
existence under the Receivables Purchase Documents immediately prior to such
amendment, modification or waiver (it being understood that advance rates,
eligibility requirements, concentration limits and a maturity date (provided
such maturity date is later than September 30, 2001) more favorable to the
Receivables Subsidiary shall not be deemed to denigrate such value or restrict
such rights).

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         8.11. Transactions with Affiliates

         Except with respect to any Restricted Payment permitted by Section 8.6,
become a party to any transaction with an Affiliate, or permit any of its
Subsidiaries so to do, unless the terms and conditions relating thereto are as
favorable to the Borrower or such Subsidiary as those which would be obtainable
at the time in a comparable arms-length transaction with a Person other than an
Affiliate.

         8.12. Limitation on Upstream Transfers

         Permit or cause any of its Subsidiaries (other than any Receivables
Subsidiary) to enter into or agree, or otherwise be or become subject, to any
agreement, contract or other arrangement (other than this Agreement and the 2000
Credit Agreement) with any Person pursuant to the terms of which (i) such
Subsidiary is or would be prohibited from making any advances to the Borrower or
declaring or paying any cash dividends on any class of its Capital Stock owned
directly or indirectly by the Borrower or any of the other Subsidiaries or from
making any other distribution on account of any class of any such Capital Stock
(herein referred to as "Upstream Transfers"), or (ii) the declaration or payment
of Upstream Transfers on an annual or cumulative basis is or would be otherwise
limited or restricted.

         8.13. Capital Leases and Sale-Leaseback Transactions

         Enter into any arrangement with any Person, or permit any of its
Subsidiaries so to do, (i) constituting a Capital Lease or (ii) providing for
the leasing (pursuant to a Capital Lease) by the Borrower or such Subsidiary of
Property which has been or is to be sold or transferred by the Borrower or such
Subsidiary to such Person or to any other Person to whom funds have been or are
to be advanced by such Person on the security of such Property or rental
obligations of the Borrower or such Subsidiary (a "Sale-Leaseback Transaction"),
except Capital Leases and Sale-Leaseback Transactions of the Borrower or any of
its Subsidiaries existing on the Effective Date as set forth on Schedule 8.13
and Capital Leases permitted under Section 8.1(iv).

         8.14. Capital Expenditures

         Permit Capital Expenditures of the Borrower and the Subsidiaries to
exceed (i) for the fiscal quarter ending on or about December 31, 2000,
$15,800,000, (ii) from January 1, 2001 through and including December 31, 2001,
$40,000,000, (iii) from January 1, 2002 through and including December 31, 2002,
$30,000,000 plus the sum of 75% of the excess (up to $15,000,000) of
Consolidated EBITDA for the four fiscal quarter period ending December 31, 2001
over $100,000,000 up to $120,000,000 and 100% of the excess (up to $15,000,000)
of Consolidated EBITDA for the four fiscal quarter period ending December 31,
2001 over $120,000,000, and (iv) from January 1, 2003 through and including the
Maturity Date, $30,000,000 plus the sum of 75% of the excess (up to $15,000,000)
of Consolidated EBITDA for the four fiscal quarter period ending December 31,
2002 over $100,000,000 up to $120,000,000 and 100% of the excess (up to


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<PAGE>   80
$15,000,000) of Consolidated EBITDA for the four fiscal quarter period ending
December 31, 2002 over $120,000,000. In calculating Capital Expenditures for any
period set forth above, (i) there should be deducted from Capital Expenditures
for such period the amount of any reimbursement due the Borrower or any of its
Subsidiaries, but not paid during such period, from lessors under leases, which
amount, had it been paid during such period, would have reduced the amount of
Capital Expenditures for such period, (ii) there shall be added to Capital
Expenditures for such period the amount of any reimbursement paid to the
Borrower or any of its Subsidiaries during such period from lessors under leases
to the extent such reimbursement had been deducted from Capital Expenditures for
a prior period pursuant to clause (i) above, and (iii) there shall be excluded
from Capital Expenditures the cost of the Borrower's purchase of platinum in
connection with the Chase Platinum Substitute Note.

         8.15. Asbestos Costs

         Permit all costs (including, without limitation, payments, settlements,
judgments, the Appeal Security Drawn Amount and legal costs) of the Borrower and
its Subsidiaries in connection with asbestos claims to exceed $2,000,000 per
fiscal quarter (for any four fiscal quarter period, the "Annual Asbestos
Basket"), provided that the Appeal Security Drawn Amount may exceed $2,000,000
per fiscal quarter but shall not exceed $8,000,000 for any four fiscal quarter
period and shall be deemed usage of the Annual Asbestos Basket.

         8.16. Tax Sharing Payments.

         Permit any payments made by the Borrower or any of its Subsidiaries
under the Tax Sharing Agreement (a) to be on terms other than the terms
contained in the Tax Sharing Agreement, and (b) to exceed (i) for the period
from the Closing Date through the last day of the fiscal year ending on or about
December 31, 2000, $0, (ii) for the fiscal year ending on or about December 31,
2001, $0, and (iii) for the fiscal year ending on or about December 31, 2002 and
for each fiscal year thereafter, $5,000,000 for such fiscal year if Consolidated
EBITDA for the immediately preceding fiscal year is between $100,000,000 and
$120,000,000 and $10,000,000 for such fiscal year if Consolidated EBITDA for the
immediately preceding fiscal year is greater than $120,000,000.

9.       DEFAULT

         9.1. Events of Default

         The following shall each constitute an "Event of Default" hereunder:

         (a) The failure of the Borrower to make any payment of principal on any
Note, or any reimbursement payment hereunder or under any Reimbursement
Agreement, when due and payable; or

         (b) The failure of the Borrower to make any payment of interest, Fees,
expenses or other amounts payable under any Loan Document or otherwise to the
Administrative Agent with respect to the loan facilities established hereunder


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within three Business Days of the date when due and payable; or

         (c) The failure of the Borrower to observe or perform any covenant or
agreement contained in Sections 2.8, 7.3, 7.10, 7.11, 7.14 or Section 8; or

         (d) The failure of any Credit Party to observe or perform any other
term, covenant, or agreement contained in any Loan Document and such failure
shall have continued unremedied for a period of 30 days after a Responsible
Officer of such Credit Party shall have obtained knowledge thereof; or

         (e) Any representation or warranty made by any Credit Party (or by an
officer thereof on its behalf) in any Loan Document or in any certificate,
report, opinion (other than an opinion of counsel) or other document delivered
or to be delivered pursuant thereto, shall prove to have been incorrect or
misleading (whether because of misstatement or omission) in any material respect
when made; or

         (f) (i) Liabilities and/or other obligations of the Borrower (other
than its obligations hereunder) or any of its Subsidiaries, whether as
principal, guarantor, surety or other obligor, for the payment of any
Indebtedness or operating leases ("Debt Obligations") in an aggregate amount in
excess of $5,000,000 (A) shall become or shall be declared to be due and payable
prior to the expressed maturity thereof, or (B) shall not be paid when due or
within any grace period for the payment thereof, or (ii) as a consequence of the
occurrence or continuation of any event or condition, the Borrower or any of its
Subsidiaries has become obligated to purchase or repay any Debt Obligations in
an aggregate amount in excess of $5,000,000 for the Borrower and its
Subsidiaries before the regularly scheduled maturity date thereof, or (iii) any
holder or holders (or any trustee or agent on its or their behalf) of any Debt
Obligations in an aggregate amount in excess of $5,000,000 for the Borrower and
its Subsidiaries shall have the right to declare such liabilities or obligations
due and payable prior to the expressed maturity thereof; or

         (g) The Borrower or any of its Subsidiaries shall (i) suspend or
discontinue its business (except as permitted pursuant to Section 7.3), (ii)
make an assignment for the benefit of creditors, (iii) generally not be paying
its debts as such debts become due, (iv) admit in writing its inability to pay
its debts as they become due, (v) file a voluntary petition in bankruptcy, (vi)
become insolvent (however such insolvency shall be evidenced), (vii) file any
petition or answer seeking for itself any reorganization, arrangement,
composition, readjustment of debt, liquidation or dissolution or similar relief
under any present or future statute, law or regulation of any jurisdiction,
(viii) petition or apply to any tribunal for any receiver, custodian or any
trustee for any substantial part of its Property, (ix) be the subject of any
such proceeding filed against it which remains undismissed for a period of 60
days, (x) file any answer admitting or not contesting the material allegations
of any such petition filed against it or any order, judgment or decree approving
such petition in any such proceeding, (xi) seek, approve, consent to, or
acquiesce in any such proceeding, or in the appointment of any trustee,
receiver, sequestrator, custodian, liquidator, or fiscal agent for it, or any


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substantial part of its Property, or an order is entered appointing any such
trustee, receiver, custodian, liquidator or fiscal agent and such order remains
in effect for 60 days, or (xii) take any formal action for the purpose of
effecting any of the foregoing or looking to the liquidation or dissolution
(except as permitted pursuant to Section 7.3) of the Borrower or such
Subsidiary; or

         (h) An order for relief is entered under the bankruptcy or insolvency
laws of any jurisdiction or any other decree or order is entered by a court
having jurisdiction (i) adjudging the Borrower or any of its Subsidiaries
bankrupt or insolvent, (ii) approving as properly filed a petition seeking
reorganization, liquidation, arrangement, adjustment or composition of or in
respect of the Borrower or any of its Subsidiaries under the bankruptcy or
insolvency laws of any jurisdiction, (iii) appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of the
Borrower or any of its Subsidiaries, or of any substantial part of the Property
of any thereof, or (iv) ordering the winding up or liquidation of the affairs of
the Borrower or any of its Subsidiaries, and any such decree or order continues
unstayed and in effect for a period of 60 days; or

         (i) Judgments or decrees against the Borrower or any of its
Subsidiaries aggregating in excess of $5,000,000 for the Borrower and its
Subsidiaries shall remain unpaid, unstayed on appeal, undischarged, unbonded or
undismissed for a period of 30 days; or

         (j) Any Loan Document shall cease, for any reason, to be in full force
and effect, or any Credit Party shall so assert in writing or shall disavow any
of its obligations under any Loan Document; or

         (k) The occurrence of a Change of Control; or

         (l) any Lien purported to be created under any Security Document shall
cease to be, or shall be asserted by any Credit Party not to be, a valid and
perfected Lien on any Collateral, with the priority required by the applicable
Security Document, except (i) as a result of the sale or other disposition of
the applicable Collateral in a transaction permitted under the Loan Documents or
(ii) as a result of the Collateral Agent's failure to maintain possession of any
stock certificates, promissory notes or other instruments delivered to it under
any Security Document or any foreclosure, distraint, sale or similar proceedings
have been commenced with respect to any Collateral; or

         (m) any Termination Event shall occur; (ii) any Accumulated Funding
Deficiency, whether waived, shall exist with respect to any Pension Plan; (iii)
any Person shall engage in any Prohibited Transaction involving any Employee
Benefit Plan; (iv) the Borrower, any of its Subsidiaries or any ERISA Affiliate
shall fail to pay when due an amount which is payable by it to the PBGC or to a
Pension Plan under Title IV of ERISA; (v) the imposition of any tax under
Section 4980B(a) of the Code; (vi) the assessment of a civil penalty with
respect to any Employee Benefit Plan under Section 502(c) of ERISA; or (vii) any
other event or condition shall occur or exist with respect to an Employee
Benefit Plan which, in the case of clauses (i) through (vii), individually or in


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the aggregate, would be reasonably likely to constitute a Material Adverse
Effect; or

         (n) the declaration or payment of any Restricted Payment described in
clauses (i) and (ii) of the definition of Restricted Payment by, or loan to any
shareholder of, G-I Holdings Inc., other than pursuant to a court order
expressly permitting such declaration or payment.

         9.2. Contract Remedies

         (a) Upon the occurrence of an Event of Default or at any time
thereafter during the continuance thereof, (i) if it is an Event of Default
specified in Sections 9.1(g) or 9.1(h), all Revolving Credit Commitments, the
Swing Line Commitment and the Letter of Credit Commitment shall immediately and
automatically terminate and the Loans, all accrued and unpaid interest thereon,
any Reimbursement Obligations owing or contingently owing in respect of all
outstanding Letters of Credit and all other amounts owing under the Loan
Documents shall immediately become due and payable, and the Borrower shall
forthwith deposit an amount equal to the Letter of Credit Exposure of all
Lenders in a cash collateral account with and under the exclusive dominion and
control of the Collateral Agent, and (ii) if it is any other Event of Default,
upon the direction of the Required Lenders the Administrative Agent shall (A) by
notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line
Commitment, and the Letter of Credit Commitment to be terminated forthwith,
whereupon such Revolving Credit Commitments, the Swing Line Commitment and the
Letter of Credit Commitment shall immediately terminate, and/or (B) by notice to
the Borrower, declare the Loans, all accrued and unpaid interest thereon, any
Reimbursement Obligations owing or contingently owing in respect of all
outstanding Letters of Credit and all other amounts owing under the Loan
Documents to be due and payable forthwith, whereupon the same shall immediately
become due and payable, and the Borrower shall forthwith deposit an amount equal
to the Letter of Credit Exposure of all Lenders in a cash collateral account
with and under the exclusive dominion and control of the Collateral Agent.
Except as otherwise provided in this Section, presentment, demand, protest and
all other notices of any kind are hereby expressly waived. The Borrower hereby
further expressly waives and covenants not to assert any appraisement,
valuation, stay, extension, redemption or similar laws, now or at any time
hereafter in force which might delay, prevent or otherwise impede the
performance or enforcement of any Loan Document.

         (b) In the event that the Revolving Credit Commitments of all the
Lenders, the Swing Line Commitment of the Swing Line Lender and the Letter of
Credit Commitment shall have been terminated or the Loans, all accrued and
unpaid interest thereon, any Reimbursement Obligations owing or contingently
owing in respect of all outstanding Letters of Credit and all other amounts
owing under the Loan Documents shall have been declared due and payable pursuant
to the provisions of this Section, any funds received by the Administrative
Agent, Swing Line Lender, the Issuing Banks and the Lenders from or on behalf of
the Borrower shall, subject to the Collateral Agent Agreement, be remitted to


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and applied by the Administrative Agent in the following manner and order: (i)
first, to the payment of interest on, and then the principal portion of, any
Loans which the Administrative Agent may have advanced on behalf of any Lender
for which the Administrative Agent has not then been reimbursed, (ii) second, to
reimburse the Administrative Agent, the Swing Line Lender, the Issuing Banks and
the Lenders for any expenses due from the Borrower pursuant to the provisions of
Section 11.5 and the Reimbursement Agreements, (iii) third, to the payment of
the Reimbursement Obligations and the outstanding principal amount of the Swing
Line Loans (together with all interest thereon), (iv) fourth, to the payment of
the Fees, (v) fifth, to the payment of any other fees, expenses or amounts
(other than the principal of and interest on the Loans) payable by the Borrower
to the Administrative Agent, the Issuing Banks, the Swing Line Lender or any of
the Lenders under the Loan Documents, (vi) sixth, to the payment, pro rata
according to the Outstanding Percentage of each Lender, of interest due on the
Loans (other than the Swing Line Loans), (vii) seventh, to the payment, pro rata
according to the Outstanding Percentage of each Lender, of principal on the
Loans (other than the Swing Line Loans), and (viii) eighth, any remaining funds
shall be paid to whomsoever shall be entitled thereto or as a court of competent
jurisdiction shall direct.

10.      THE ADMINISTRATIVE AGENT

         10.1. Appointment

         Each Issuing Bank and each Lender hereby irrevocably designates and
appoints BNY as the Administrative Agent of such Issuing Bank and such Lender
under the Loan Documents and each Issuing Bank and each Lender hereby
irrevocably authorizes the Administrative Agent to take such action on its
behalf under the provisions of the Loan Documents and to exercise such powers
and perform such duties as are expressly delegated to the Administrative Agent
by the terms of the Loan Documents, together with such other powers as are
reasonably incidental thereto. The duties of the Administrative Agent shall be
mechanical and administrative in nature, and, notwithstanding any provision to
the contrary elsewhere in any Loan Document, the Administrative Agent shall not
have any duties or responsibilities other than those expressly set forth
therein, or any fiduciary relationship with, or fiduciary duty to, any Issuing
Bank or any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into the Loan Documents or
otherwise exist against the Administrative Agent.

         10.2. Delegation of Duties

         The Administrative Agent may execute any of its duties under the Loan
Documents by or through agents or attorneys-in-fact and shall be entitled to
rely upon, and shall be fully protected in, and shall not be under any liability
for, relying upon, the advice of counsel concerning all matters pertaining to
such duties.


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         10.3. Exculpatory Provisions

         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with the Loan Documents (except the Administrative Agent for its own
gross negligence or willful misconduct), or (ii) responsible in any manner to
any Issuing Bank or any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or any other Credit Party or
any officer thereof contained in the Loan Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, the Loan Documents or
for the value, validity, effectiveness, genuineness, perfection, enforceability
or sufficiency of any of the Loan Documents or for any failure of the Borrower
or any other Credit Party or any other Person to perform its obligations
thereunder. The Administrative Agent shall not be under any obligation to any
Issuing Bank or any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, the Loan
Documents, or to inspect the Property, books or records of the Borrower or any
other Credit Party. Each Issuing Bank and the Lenders acknowledge that the
Administrative Agent shall not be under any duty to take any discretionary
action permitted under the Loan Documents unless the Administrative Agent shall
be instructed in writing to do so by such Issuing Bank and Required Lenders and
such instructions shall be binding on such Issuing Bank and all Lenders and all
holders of the Notes; provided, however, that the Administrative Agent shall not
be required to take any action which exposes the Administrative Agent to
personal liability or is contrary to law or any provision of the Loan Documents.
The Administrative Agent shall not be under any liability or responsibility
whatsoever, as Administrative Agent, to the Borrower or any other Credit Party
or any other Person as a consequence of any failure or delay in performance, or
any breach, by any Issuing Bank or any Lender of any of its obligations under
any of the Loan Documents.

         10.4. Reliance by Administrative Agent

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, opinion, letter, cablegram, telegram, facsimile, telex
or teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by a
proper Person or Persons and upon advice and statements of legal counsel
(including counsel to the Borrower or any other Credit Party), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may treat each Issuing Bank or each Lender, as the case may
be, or the Person designated in the last notice filed with it under this
Section, as the holder of all of the interests of such Issuing Bank or such
Lender, as the case may be, in its Loans, Notes, Letters of Credit and
Reimbursement Obligations, as applicable, until written notice of transfer,
signed by such Issuing Bank or such Lender (or the Person designated in the last
notice filed with the Administrative Agent) and by the Person designated in such
written notice of transfer, in form and substance satisfactory to the


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Administrative Agent, shall have been filed with the Administrative Agent. The
Administrative Agent shall not be under any duty to examine or pass upon the
validity, effectiveness, enforceability or genuineness of the Loan Documents or
any instrument, document or communication furnished pursuant thereto or in
connection therewith, and the Administrative Agent shall be entitled to assume
that the same are valid, effective and genuine, have been signed or sent by the
proper parties and are what they purport to be. The Administrative Agent shall
be fully justified in failing or refusing to take any action under the Loan
Documents unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate. The Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, under the Loan
Documents in accordance with a request or direction of the Required Lenders, and
such request or direction and any action taken or failure to act pursuant
thereto shall be binding upon the Issuing Banks, all the Lenders and all future
holders of the Notes and the Reimbursement Obligations.

         10.5. Notice of Default

         The Administrative Agent shall be deemed not to have knowledge or
notice of the occurrence of any Default unless the Administrative Agent has
received written notice thereof from an Issuing Bank, a Lender, or the Borrower.
In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall promptly give notice thereof to the Issuing Banks,
the Lenders and the Borrower.

         10.6. Non-Reliance on Administrative Agent and Other Lenders

         Each Issuing Bank and each Lender expressly acknowledges that neither
the Administrative Agent nor any of its respective officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any representations
or warranties to it and that no act by the Administrative Agent hereinafter,
including any review of the affairs of the Borrower or any other Credit Party,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Issuing Bank and each Lender represents
to the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent, any Issuing Bank or any Lender, and based on such
documents and information as it has deemed appropriate made its own evaluation
of and investigation into the business, operations, Property, financial and
other condition and creditworthiness of the Borrower or any other Credit Party
and the value and Lien status of any collateral security and made its own
decision to enter into this Agreement. Each Issuing Bank and each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent, any Issuing Bank or any Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, evaluations and decisions in taking or not taking
action under any Loan Document, and to make such investigation as it deems
necessary to inform itself as to the business, operations, Property, financial
and other condition and creditworthiness of the Borrower or any other Credit
Party and the value and Lien status of any collateral security. Except for
notices, reports and other documents expressly required to be furnished to the
Issuing Banks and/or the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Issuing Bank or any Lender with any credit or other information concerning the
business, operations, Property, financial and other condition or


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creditworthiness of the Borrower or any other Credit Party which at any time may
come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

         10.7. Indemnification

         Each Lender agrees to indemnify and hold harmless the Administrative
Agent in its capacity as such (to the extent not promptly reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), pro rata
according to its Credit Exposure (or at any time when the Aggregate Credit
Exposure is zero, according to its Commitment Percentage), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever
including, without limitation, any amounts paid to the Lenders (through the
Administrative Agent) by the Borrower pursuant to the terms of the Loan
Documents, that are subsequently rescinded or avoided, or must otherwise be
restored or returned which may at any time (including, without limitation, at
any time following the payment of the Loans, the Notes and the Reimbursement
Obligations) be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of the Loan Documents or any other
documents contemplated by or referred to therein or the transactions
contemplated thereby or any action taken or omitted to be taken by the
Administrative Agent under or in connection with any of the foregoing; provided,
however, that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent resulting solely from the finally
adjudicated gross negligence or willful misconduct of the Administrative Agent.
Without limitation of the foregoing, each Lender agrees to reimburse the
Administrative Agent promptly upon demand for its pro rata share of any costs
and expenses (including, without limitation, reasonable fees and expenses of
counsel) payable by the Borrower under Section 11.5, to the extent that the
Administrative Agent has not been paid such fees or has not been reimbursed for
such costs and expenses by the Borrower. The failure of any Lender to reimburse
the Administrative Agent promptly upon demand for its pro rata share of any
amount required to be paid by the Lenders to the Administrative Agent as
provided in this Section shall not relieve any other Lender of its obligation
hereunder to reimburse the Administrative Agent for its pro rata share of such
amount, but no Lender shall be responsible for the failure of other Lender to
reimburse the Administrative Agent for such other Lender's pro rata share of
such amount. The agreements in this Section shall survive the termination of the
Revolving Credit Commitments of all of the Lenders, the Swing Line Commitment of
the Swing Line Lender, the Letter of Credit Commitment, and the payment of all
amounts payable under the Loan Documents.

         10.8. Administrative Agent in Its Individual Capacity

         BNY and its affiliates may make secured or unsecured loans to, accept
deposits from, issue letters of credit for the account of, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower
or any other Credit Party as though BNY were not Administrative Agent hereunder


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and BNY Capital Markets did not arrange the transactions contemplated hereby.
With respect to the Revolving Credit Commitment and Swing Line Commitment made
or renewed by BNY and the Notes issued to, and the Reimbursement Obligations
owing to, BNY, BNY shall have the same rights and powers under the Loan
Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall in each case
include BNY.

         10.9. Successor Administrative Agent

         If at any time the Administrative Agent deems it advisable, in its sole
discretion, it may submit to each Issuing Bank and each of the Lenders a written
notice of its resignation as Administrative Agent under the Loan Documents, such
resignation to be effective upon the earlier of (i) the written acceptance of
the duties of the Administrative Agent under the Loan Documents by a successor
Administrative Agent and (ii) on the 30th day after the date of such notice.
Upon any such resignation, the Required Lenders shall have the right to appoint
from among the Lenders a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
accepted such appointment in writing within 30 days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Issuing Banks and the Lenders,
appoint a successor Administrative Agent, which successor Administrative Agent
shall be a commercial bank organized under the laws of the United States or any
State thereof and having a combined capital, surplus, and undivided profits of
at least $100,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent's rights, powers, privileges and duties as
Administrative Agent under the Loan Documents shall be terminated. The Borrower,
the other Credit Parties, the Issuing Banks and the Lenders shall execute such
documents as shall be necessary to effect such appointment. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
the Loan Documents shall inure to its benefit as to any actions taken or omitted
to be taken by it, and any amounts owing to it, while it was Administrative
Agent under the Loan Documents. If at any time there shall not be a duly
appointed and acting Administrative Agent, the Borrower agrees to make each
payment due under the Loan Documents directly to the Issuing Banks and the
Lenders entitled thereto during such time.

         10.10. Documentation Agent, Syndication Agent and Lead Arranger

         The Documentation Agent, the Syndication Agent and the Lead Arranger
shall have no duties or obligations under the Loan Documents in their respective
capacities as Documentation Agent, Syndication Agent and Lead Arranger. The
Documentation Agent, the Syndication Agent and the Lead Arranger shall be
entitled to the same protections, indemnities and rights as the Administrative
Agent.

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         10.11. Appointment of Collateral Agent

         Each Lender and each Issuing Bank hereby authorizes the Administrative
Agent to enter into the Collateral Agent Agreement on behalf of and for the
benefit of such Lender or such Issuing Bank and agrees to be bound by the terms
of the Collateral Agent Agreement. Each Lender and each Issuing Bank hereby
authorizes the Collateral Agent to enter into the Security Documents and to take
all action contemplated by the Security Documents. Each Lender and each Issuing
Bank agrees that it shall have no right individually to seek or to enforce or to
realize upon the security granted by any Security Document, it being understood
and agreed that such rights and remedies may be exercised by the Collateral
Agent for the benefit of the Secured Parties upon the terms of the Security
Documents.


11.      OTHER PROVISIONS

         11.1. Amendments and Waivers

         Notwithstanding anything to the contrary contained in any Loan
Document, with the written consent of the Required Lenders, the Administrative
Agent and the appropriate Credit Parties may, from time to time, enter into
written amendments, supplements or modifications thereof and, with the consent
of the Required Lenders, the Administrative Agent on behalf of the Swing Line
Lender, the Issuing Banks and the Lenders, may execute and deliver to any such
Credit Parties a written instrument waiving or consenting to the departure from,
on such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of the Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such
amendment, supplement, modification, waiver or consent shall:

         (a) without the consent of all of the Lenders (i) increase the
Revolving Credit Commitment Amount of any Lender or the Aggregate Revolving
Credit Commitment Amount, (ii) extend the Revolving Credit Commitment Period,
(iii) reduce the amount, or extend the time of payment, of the Revolving Credit
Commitment Fee or the Letter of Credit Commissions, (iv) reduce the rate, or
extend the time of payment of, interest on any Loan or any Note, (v) reduce the
amount, or extend the time of payment of any installment or other payment of
principal on any Loan or any Note, (vi) decrease or forgive the principal amount
of any Loan or any Note, (vii) consent to any assignment or delegation by the
Borrower of any of its rights or obligations under any Loan Document, (viii)
except as provided in Section 11.1(e), release all or any part of the Collateral
or the obligations of any Guarantor under the Subsidiary Guaranty, (ix) change
the provisions of Section 3.5, 3.6, 3.7, 3.9, 3.10, 9.1(a), this Section 11.1 or
Section 11.7(a), (x) change the definition of "Required Lenders", (xi) change
the several nature of the Lenders' obligations, or (xii) change any provision
governing the sharing of payments and liabilities among the Lenders;

         (b) without the written consent of the Issuing Banks, change the Letter
of Credit Commitment, change the amount or the time of payment of the Letter of


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Credit Commissions or the Fronting Fees or change any other term or provision of
this Agreement which relates to the Letter of Credit Commitment or the Letters
of Credit or any other rights or obligations of the Issuing Banks under any Loan
Document;

         (c) without the written consent of the Administrative Agent, amend,
modify or waive any provision of Section 10 or otherwise change any of the
rights or obligations of the Administrative Agent hereunder or under the Loan
Documents;

         (d) without the written consent of the Swing Line Lender, change the
Swing Line Commitment or change any other term or provision that relates to the
Swing Line Commitment or the Swing Line Loans or any other rights or obligations
of the Swing Line Lender under any Loan Document; and

         (e) notwithstanding anything to the contrary contained in this Section
11.1, each of the Lenders (i) hereby authorizes the Administrative Agent, to the
extent that the Administrative Agent is acting as the Required Lender
Representative under and as such term is defined in the Security Agreement, to
instruct the Collateral Agent pursuant to Section 7.1(b) of the Collateral Agent
Agreement to release any Collateral (but not the proceeds thereof) in connection
with a disposition of such Collateral as permitted by Section 8.4 and (ii)
hereby authorizes the Administrative Agent to release all or any of the
obligations of any Guarantor under the Subsidiary Guaranty in connection with a
Disposition of such Guarantor as permitted by Section 8.4 or a dissolution of
such Guarantor as permitted by Section 7.3.

         Any such amendment, supplement, modification, waiver or consent shall
apply equally to the Administrative Agent, the Swing Line Lender, the Issuing
Banks and each of the Lenders and shall be binding upon the parties to the
applicable Loan Document, the Lenders, the Issuing Banks, the Administrative
Agent, the Swing Line Lender and all future holders of the Notes and the
Reimbursement Obligations. In the case of any waiver, the parties to the
applicable Loan Document, the Issuing Banks, the Lenders, the Swing Line Lender
and the Administrative Agent shall be restored to their former position and
rights hereunder and under the outstanding Notes and other Loan Documents to the
extent provided for in such waiver, and any Default or Event of Default waived
shall not extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

         11.2. Notices

         All notices, requests and demands to or upon the respective parties to
the Loan Documents to be effective shall be in writing and, unless otherwise
expressly provided therein, shall be deemed to have been duly given or made when
delivered by hand, one Business Day after having been sent by overnight courier
service, three Business Days after having been deposited in the mail,
first-class postage prepaid, or, in the case of notice by facsimile, when sent,
addressed as follows in the case of the Borrower, the Administrative Agent or
the Swing Line Lender, and as set forth in Schedule 11.2 in the case of each
Lender and each Issuing Bank, or addressed to such other addresses as to which


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the Administrative Agent may be hereafter notified by the respective parties
thereto or any future holders of the Notes:


                  The Borrower:
                  Building Materials Corporation of America
                  1361 Alps Road
                  Wayne, New Jersey  07470
                  Attention: Treasurer
                  Telephone: (973) 628-3000
                  Facsimile:  (973) 628-3326


                  The Administrative Agent or the Swing Line Lender:
                  The Bank of New York
                  One Wall Street
                  Agency Function Administration
                  18th Floor
                  New York, New York 10286
                  Attention:  Sandra Morgan
                  Telephone: (212) 635-4692
                  Facsimile:  (212) 635-6365

                  with a copy to:

                  The Bank of New York
                  One Wall Street
                  New York, New York 10286
                  Attention:   David Judge,
                               Senior Vice President
                  Telephone: (212) 635-6861
                  Facsimile:  (212) 635-7498,

except that any notice, request or demand by the Borrower to or upon the
Administrative Agent, the Swing Line Lender, the Issuing Banks or the Lenders
pursuant to Sections 2.5, 2.9 or 3.3 shall not be effective until received. Any
party to a Loan Document may rely on signatures of the parties thereto which are
transmitted by facsimile or other electronic means as fully as if originally
signed.

         11.3. No Waiver; Cumulative Remedies

         No failure to exercise and no delay in exercising, on the part of the
Administrative Agent, any Issuing Bank, the Swing Line Lender or any Lender, any
right, remedy, power or privilege under any Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege under any Loan Document preclude any other or further


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<PAGE>   92
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges under the Loan Documents are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

         11.4. Survival of Representations and Warranties and Certain
Obligations

         (a) All representations and warranties made under the Loan Documents
and in any document, certificate or statement delivered pursuant thereto or in
connection therewith shall survive the execution and delivery of the Loan
Documents.

         (b) The obligations of the Borrower under Sections 3.5, 3.6, 3.7, 3.8,
3.9, 3.10, 3.11, 11.5 and 11.8 shall survive the termination of the Revolving
Credit Commitments of all of the Lenders, the Swing Line Commitment, the Letter
of Credit Commitment and the payment of the Loans, the Reimbursement Obligations
and all other amounts payable under the Loan Documents.

         11.5. Expenses

         The Borrower agrees, promptly upon presentation of a statement or
invoice therefor, and whether any Loan is made or any Letter of Credit is issued
(i) to pay or reimburse the Administrative Agent and BNY Capital Markets for all
their respective out-of-pocket costs and expenses reasonably incurred in
connection with the development, preparation, execution and syndication of, the
Loan Documents and any amendment, supplement or modification thereto (whether or
not executed or effective), any documents prepared in connection therewith and
the consummation of the transactions contemplated thereby, including the fees
and disbursements of Special Counsel, Wachtell, Lipton, Rosen & Katz and
Policano & Manzo, (ii) to pay or reimburse the Issuing Banks, the Administrative
Agent, the Swing Line Lender and the Lenders for all of its costs and expenses,
including reasonable fees and disbursements of counsel, incurred in connection
with (A) any Default or Event of Default and any enforcement or collection
proceedings resulting therefrom or in connection with the negotiation of any
restructuring or "work-out" (whether consummated or not) of the obligations of
any Credit Party under any of the Loan Documents and (B) the enforcement of this
Section and (iii) to pay, indemnify, and hold the Issuing Banks, the Lenders,
the Swing Line Lender and the Administrative Agent harmless from and against,
any and all recording and filing fees and any and all liabilities with respect
to, or resulting from any delay in paying, stamp, excise and other similar
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, the Loan Documents and any such other
documents, and (iv) to pay, indemnify and hold the Issuing Banks, the Lenders,
the Swing Line Lender and the Administrative Agent and each of its officers,
directors and employees harmless from and against any and all other liabilities,
obligations, claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (including
reasonable counsel fees and disbursements) with respect to the enforcement and


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<PAGE>   93
performance of the Loan Documents, the use of the proceeds of the Loans and the
Letters of Credit and the enforcement and performance of the provisions of any
subordination agreement involving the Administrative Agent and the Lenders (all
the foregoing, collectively, the "Indemnified Liabilities") and, if and to the
extent that the foregoing indemnity may be unenforceable for any reason, the
Borrower agrees to make the maximum payment not prohibited under applicable law;
provided, however, that the Borrower shall have no obligation to pay Indemnified
Liabilities to the Administrative Agent, the Swing Line Lender, any Issuing Bank
or any Lender arising from the finally adjudicated gross negligence or willful
misconduct of the Administrative Agent, the Swing Line Lender, such Issuing Bank
or such Lender. The agreements in this Section shall survive the termination of
the Commitments and the payment of all amounts payable under the Loan Documents.

         The Borrower agrees to pay on the date of this Agreement all fees for
which invoices have been received of Bryan Cave LLP, Wachtell, Lipton, Rosen &
Katz and Policano & Manzo in connection with the development, preparation,
negotiation and execution of the Loan Documents and the transactions
contemplated thereby.

         11.6. Lending Offices

         Each Lender agrees that, upon the occurrence of any event giving rise
to any increased cost or indemnity under Sections 3.6, 3.7 and 3.10 with respect
to such Lender, it will, if requested by the Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another
lending office for any Loans and Reimbursement Obligations affected by such
event, provided that such designation is made on such terms that such Lender and
its lending office suffer no economic, legal or regulatory disadvantage, with
the object of avoiding the consequence of the event giving rise to the operation
of any such Section. Nothing in this Section shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in Sections 3.5,
3.6, 3.7 and 3.10.

         11.7. Successors and Assigns

         (a) This Agreement, the Notes and the other Loan Documents to which the
Borrower is a party shall be binding upon and inure to the benefit of the
Borrower, the Issuing Banks, the Swing Line Lender, the Administrative Agent,
the Lenders, all future holders of the Notes and Reimbursement Obligations and
their respective successors and assigns. Neither the Borrower nor any other
Credit Party shall delegate any obligation or duty under any Loan Document
without the prior written consent of each Issuing Bank, the Swing Line Lender,
the Administrative Agent and each Lender.

         (b) Subject to Section 11.7(e), each Lender, the Swing Line Lender and
each Issuing Bank may at any time assign all or any portion of its rights under
any Loan Document to any Federal Reserve Bank.

         (c) In addition to its rights under Section 11.7(b), each Lender shall
have the right to sell, assign, transfer or negotiate (each an "Assignment") all
or any portion of all of its Loans, its Commitments and its Notes and its


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<PAGE>   94
interest in the Loan Documents to any subsidiary or Affiliate of such Lender, to
any other Lender or, with the prior written consent of each Issuing Bank that
has a Letter of Credit outstanding, the Administrative Agent and the Swing Line
Lender (which consents shall not be unreasonably withheld), to any bank, savings
and loan institution, insurance company, thrift institution, pension fund,
mutual fund (provided that no Affiliated Fund Distressed Debt Group shall own
more than 30% of the aggregate Loans and Commitments) or, subject to the consent
of the Borrower (such consent not to be unreasonably withheld or delayed), other
financial institution, provided that (i) each such Assignment shall be of a
constant, and not a varying, percentage of all of the assignor Lender's rights
and obligations under the Loan Documents, (ii) the Revolving Credit Commitment
Amount of the Commitments assigned shall be not less than $5,000,000 or the full
Revolving Credit Commitment Amount of such assignor Lender's Commitments, and
(iii) the assignor Lender and such assignee shall deliver to the Administrative
Agent three copies of an Assignment and Acceptance Agreement executed by each of
them, along with an assignment fee in the sum of $3,500 for the account of the
Administrative Agent. Upon receipt of such number of executed copies of each
such Assignment and Acceptance Agreement together with the assignment fee
therefor and the Borrower's consent to such Assignment, if required, the
Administrative Agent shall record the same and execute not less than two copies
of such Assignment and Acceptance Agreement in the appropriate place, deliver
one such copy to the assignor and one such copy to the assignee, and deliver one
photocopy thereof, as executed, to the Borrower. From and after the Assignment
Effective Date specified in, and as defined in, such Assignment and Acceptance
Agreement, the assignee thereunder shall be a party hereto and shall for all
purposes of this Agreement and the other Loan Documents be deemed a "Lender"
and, to the extent provided in such Assignment and Acceptance Agreement, the
assignor Lender thereunder shall be released from its obligations under this
Agreement and the other Loan Documents. The Borrower agrees that, if requested,
in connection with each such Assignment, it shall at its own cost and expense
execute and deliver (1) to the Administrative Agent or such assignee a Revolving
Credit Note in a maximum principal amount equal to the Revolving Credit
Commitment Amount of the Commitments assumed by such assignee, and (2) to the
Administrative Agent or such assignor Lender, in the event that such assignor
Lender shall not have assigned all of its Commitments, a Revolving Credit Note
in a maximum principal amount equal to the Commitment Amount of the Commitment
retained by such assignor, in each case either in escrow pending the delivery
of, or against receipt of, such assignor Lender's existing Revolving Credit
Note. The Administrative Agent shall be entitled to rely upon the
representations and warranties made by the assignee under each Assignment and
Acceptance Agreement.

         (d) In addition to the participations provided for in Section 11.11(b),
each Lender may grant participations in all or any part of its Loans, its Notes
and its Commitments to one or more banks, insurance companies, pension funds,
mutual funds or other financial institutions, provided that (i) such Lender's
obligations under this Agreement and the other Loan Documents shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
to this Agreement and the other Loan Documents for the performance of such


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obligations, (iii) the Borrower, the Swing Line Lender, the Issuing Banks, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents, (iv) the granting
of such participation does not require that any additional loss, cost or expense
be borne by the Borrower at any time, and (v) the voting rights of any holder of
any participation shall be limited to decisions that in accordance with Section
11.1 require the consent of all of the Lenders. The Borrower acknowledges and
agrees that any such participant shall for purposes of Section 3.5, 3.6, 3.10
and 11.5 be deemed to be a "Lender", provided that in no event shall the
Borrower be liable for any amounts under said Sections in excess of the amounts
for which it would be liable but for such participation.

         (e) No Lender shall, as between and among the Borrower, the
Administrative Agent, the Swing Line Lender, the Issuing Banks and such Lender,
be relieved of any of its obligations under the Loan Documents as a result of
any assignment of or granting of participations in, all or any part of its
Loans, its Commitments and its Notes, except that a Lender shall be relieved of
its obligations to the extent of any such assignment of all or any part of its
Loans, its Commitments or its Notes pursuant to Section 11.7(c).

         11.8. Indemnity

         The Borrower agrees to defend, protect, indemnify, and hold harmless
the Administrative Agent, BNY Capital Markets, the Issuing Banks, the Swing Line
Lender and each and all of the Lenders, each of their respective Affiliates and
each of the respective officers, directors, employees and agents of each of the
foregoing (each an "Indemnified Person" and, collectively, the "Indemnified
Persons") from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, expenses and
disbursements of any kind or nature whatsoever (including the reasonable fees
and disbursements of counsel to such Indemnified Persons in connection with any
investigative, administrative or judicial proceeding, whether direct, indirect
or consequential and whether based on any federal or state laws or other
statutory regulations, including securities and commercial laws and regulations,
under common law or at equitable cause, or on contract or otherwise, including
any liabilities and costs under environmental laws, Federal, state or local
health or safety laws, regulations, or common law principles, arising from or in
connection with the past, present or future operations of the Borrower, any
other Credit Party, or their respective predecessors in interest, or the past,
present or future environmental condition of the Property of the Borrower or any
of its Subsidiaries, the presence of asbestos-containing materials at any such
Property, or the release or threatened release of any hazardous substance into
the environment from any such Property) in any manner relating to or arising out
of the Loan Documents or the transactions contemplated thereby, any commitment
letter or fee letter executed between or among (x) the Borrower or any of its
Subsidiaries, and (y) the Swing Line Lender, an Issuing Bank and/or the
Administrative Agent, the capitalization of the Borrower or any of its
Subsidiaries, the Commitments, the Letter of Credit Commitment, the making of,
issuance of, management of and participation in the Loans or the Letters of
Credit, or the use or intended use of the Letters of Credit and the proceeds of
the Loans hereunder, provided that the Borrower shall have no obligation under
this Section to an Indemnified Person with respect to any of the foregoing to


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the extent found in a final judgment of a court having jurisdiction to have
resulted primarily out of the gross negligence or willful misconduct of such
Indemnified Person. The indemnity set forth herein shall be in addition to any
other obligations or liabilities of the Borrower to each Indemnified Person
under the Loan Documents or at common law or otherwise, and shall survive any
termination of the Loan Documents, the expiration of the Revolving Credit
Commitments, the Letter of Credit Commitment, the Swing Line Commitment and the
payment of all Indebtedness of the Credit Parties under the Loan Documents.

         11.9. Limitation of Liability

         No claim may be made by the Borrower, any of its Subsidiaries, any
other Credit Party, any Lender, any Issuing Bank or other Person against the
Administrative Agent, any Lender, any Issuing Bank or the Swing Line Lender or
any directors, officers, employees, or agents of any of them, for any special,
indirect, consequential or punitive damages in respect of any claim for breach
of contract or any other theory of liability arising out of or related to the
transactions contemplated by any Loan Document, or any act, omission or event
occurring in connection therewith, and each of the Borrower, its Subsidiaries,
such other Credit Party, any such Lender, any such Issuing Bank or other Person
hereby waives, releases and agrees not to sue upon any claim for any such
damages, whether or not accrued and whether or not known or suspected to exist
in its favor.

         11.10. Counterparts

         Each Loan Document (other than the Notes) may be executed by one or
more of the parties thereto on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
document. It shall not be necessary in making proof of any Loan Document to
produce or account for more than one counterpart signed by the party to be
charged. A counterpart of any Loan Document or to any document evidencing, and
of any amendment, modification, consent or waiver to or of any Loan Document
transmitted by facsimile shall be deemed to be an originally executed
counterpart. A set of the copies of the Loan Documents signed by all the parties
thereto shall be deposited with each of the Borrower and the Administrative
Agent. Any party to a Loan Document may rely upon the signatures of any other
party thereto which are transmitted by facsimile or other electronic means to
the same extent as if originally signed.

         11.11. Adjustments; Set-off

         (a) In addition to any rights and remedies of each Lender provided by
law, upon the occurrence of an Event of Default and acceleration of the Notes,
or at any time upon the occurrence and during the continuance of an Event of
Default under Sections 9.1(a) or 9.1(b), each Lender, the Swing Line Lender and
each Issuing Bank shall have the right, without prior notice to the Borrower,
any such notice being expressly waived by the Borrower to the extent permitted
by applicable law, to set-off and apply against any indebtedness or other
liability, whether matured or unmatured, of the Borrower to such Lender, the
Swing Line Lender or such Issuing Bank arising under the Loan Documents, any


                                       89
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amount owing from such Lender, the Swing Line Lender or such Issuing Bank to the
Borrower. To the extent permitted by applicable law, the aforesaid right of
set-off may be exercised by such Lender, the Swing Line Lender or such Issuing
Bank against the Borrower or against any trustee in bankruptcy, custodian,
debtor in possession, assignee for the benefit of creditors, receiver, or
execution, judgment or attachment creditor of the Borrower, or against anyone
else claiming through or against the Borrower or such trustee in bankruptcy,
custodian, debtor in possession, assignee for the benefit of creditors,
receivers, or execution, judgment or attachment creditors, notwithstanding the
fact that such right of set-off shall not have been exercised by such Lender,
the Swing Line Lender or such Issuing Bank prior to the making, filing or
issuance of, service upon such Lender, the Swing Line Lender or such Issuing
Bank of, or notice to such Lender, the Swing Line Lender or such Issuing Bank
of, any petition, assignment for the benefit of creditors, appointment or
application for the appointment of a receiver, or issuance of execution,
subpoena, order or warrant. Each Lender, the Swing Line Lender and each Issuing
Bank agrees promptly to notify the Borrower and the Administrative Agent after
each such set-off and application made by such Lender, the Swing Line Lender or
such Issuing Bank, as the case may be, provided that the failure to give such
notice shall not affect the validity of such set-off and application.

         (b) If any Lender, the Swing Line Lender or any Issuing Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of its Loans, its Notes or
Reimbursement Obligations in excess of its Outstanding Percentage of payments
then due and payable on account of the Loans, the Notes or Reimbursement
Obligations received by all the Lenders, the Swing Line Lender and the Issuing
Banks, such Lender, the Swing Line Lender or such Issuing Bank, as the case may
be, shall forthwith purchase, without recourse, for cash, from the other
Lenders, the Swing Line Lender and the Issuing Banks such participations in
their Loans, Notes and Reimbursement Obligations as shall be necessary to cause
such purchaser to share such excess payment with each of them according to their
Outstanding Percentages, provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchaser, such purchase shall
be rescinded and the related seller shall repay to such purchaser the purchase
price to the extent of such recovery, together with an amount equal to such
seller's pro rata share (according to the proportion of (i) the amount of all
other related required repayments to (ii) the total amount so recovered from the
purchaser) of any interest or other amount paid or payable by the purchaser in
respect of the total amount so recovered.

         11.12. Construction

         Each party to a Loan Document represents that it has been represented
by counsel in connection with the Loan Documents and the transactions
contemplated thereby and that the principle that agreements are to be construed
against the party drafting the same shall be inapplicable.


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         11.13. Governing Law

         The Loan Documents and the rights and obligations of the parties
thereunder shall be governed by, and construed and interpreted in accordance
with, the internal laws of the State of New York, without regard to principles
of conflict of laws, but including Section 5-1401 of the General Obligations
Law.

         11.14. Headings Descriptive

         Section headings have been inserted in the Loan Documents for
convenience only and shall not be construed to be a part thereof.

         11.15. Severability

         Every provision of the Loan Documents is intended to be severable, and
if any term or provision thereof shall be invalid, illegal or unenforceable for
any reason, the validity, legality and enforceability of the remaining
provisions thereof shall not be affected or impaired thereby, and any
invalidity, illegality or unenforceability in any jurisdiction shall not affect
the validity, legality or enforceability of any such term or provision in any
other jurisdiction.

         11.16. Integration

         All exhibits to a Loan Document shall be deemed to be a part thereof.
Except for agreements between the Administrative Agent, the Swing Line Lender
and/or an Issuing Bank and the Borrower with respect to certain fees, the Loan
Documents embody the entire agreement and understanding among the Borrower, the
Administrative Agent, the Swing Line Lender, the Issuing Banks and the Lenders
with respect to the subject matter thereof and supersede all prior agreements
and understandings among them with respect to the subject matter thereof.

         11.17. Consent to Jurisdiction

         Each party to a Loan Document hereby irrevocably submits to the
jurisdiction of any New York State or Federal court sitting in the City of New
York over any suit, action or proceeding arising out of or relating to the Loan
Documents. Each party to a Loan Document hereby irrevocably waives, to the
fullest extent permitted or not prohibited by law, any objection which it may
now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that any such suit, action or
proceeding brought in such a court has been brought in an inconvenient forum.
Each Credit Party hereby agrees that a final judgment in any such suit, action
or proceeding brought in such a court, after all appropriate appeals, shall be
conclusive and binding upon it.

         11.18. Service of Process

         Each party to a Loan Document hereby irrevocably consents to the
service of process in any suit, action or proceeding by sending the same by
first class mail, return receipt requested or by overnight courier service, to


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the address of such party set forth in Section 11.2 of the applicable Loan
Document executed by such party. Each party to a Loan Document hereby agrees
that any such service (i) shall be deemed in every respect effective service of
process upon it in any such suit, action, or proceeding, and (ii) shall to the
fullest extent enforceable by law, be taken and held to be valid personal
service upon and personal delivery to it.

         11.19. No Limitation on Service or Suit

         Nothing in the Loan Documents or any modification, waiver, consent or
amendment thereto shall affect the right of the Borrower, the Administrative
Agent, the Swing Line Lender, any Issuing Bank or any Lender to serve process in
any manner permitted by law or limit the right of the Administrative Agent, the
Swing Line Lender, any Issuing Bank or any Lender to bring proceedings against
any Credit Party in the courts of any jurisdiction or jurisdictions in which
such Credit Party may be served.

         11.20. WAIVER OF TRIAL BY JURY

         EACH OF THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE ISSUING
BANKS, THE LENDERS, AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREIN. FURTHER, THE BORROWER HEREBY CERTIFIES THAT
NO REPRESENTATIVE OR AGENT OF THE SWING LINE LENDER, THE ISSUING BANKS, THE
ADMINISTRATIVE AGENT, OR THE LENDERS, OR COUNSEL TO THE SWING LINE LENDER, THE
ISSUING BANKS, THE ADMINISTRATIVE AGENT OR THE LENDERS, HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE SWING LINE LENDER, THE ISSUING BANKS, THE
ADMINISTRATIVE AGENT OR THE LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION,
SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE BORROWER
ACKNOWLEDGES THAT THE SWING LINE LENDER, THE ISSUING BANKS, THE ADMINISTRATIVE
AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, INTER
ALIA, THE PROVISIONS OF THIS SECTION.

         11.21. Treatment of Confidential Information

         Each Lender, the Issuing Bank, each Swing Line Lender and the
Administrative Agent agrees (on behalf of itself and each of its affiliates,
directors, officers, employees and representatives) to use reasonable
precautions to keep confidential, in accordance with its customary procedures
for handling confidential information of the same nature, all non-public
information supplied by the Borrower or any of its Subsidiaries pursuant to this
Agreement which (a) is identified by such Person as being confidential at the
time the same is delivered to such Lender, such Issuing Bank, the Swing Line


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Lender or the Administrative Agent, or (b) constitutes any financial statement,
financial projection or forecast, budget, compliance certificate, audit report,
management letter or accountants' certification delivered hereunder, provided,
however, that nothing herein shall limit the disclosure of any such information
(i) to the extent required by law, rule, regulation or judicial process,
provided that, unless prohibited by applicable law or court order, each Lender,
each Issuing Bank, the Swing Line Lender and the Administrative Agent, prior to
the disclosure thereof, shall endeavor to notify the Borrower of any request for
disclosure of any such confidential information by any governmental agency or
representative thereof (other than in connection with an examination of the
financial condition of such Issuing Bank, such Lender, the Swing Line Lender or
the Administrative Agent by such governmental agency) or pursuant to legal
process, (ii) on a confidential basis, to counsel to any Lender, any Issuing
Bank, the Swing Line Lender or the Administrative Agent, (iii) to bank
examiners, auditors or accountants, and any analogous counterpart thereof, (iv)
to the Administrative Agent, the Lenders, the Swing Line Lender or the Issuing
Banks, (v) in connection with any litigation or proceeding to which any one or
more of the Lenders, the Issuing Banks, the Swing Line Lender or the
Administrative Agent is a party, (vi) to any assignee or participant (or
prospective assignee or participant) so long as such assignee or participant (or
prospective assignee or participant) agrees to keep such information
confidential on substantially the same basis as set forth in this Section, or
(vii) to affiliates of the Administrative Agent, the Swing Line Lender, each
Lender and each Issuing Bank, so long as such affiliate agrees to keep such
information confidential on substantially the same basis as set forth in this
Section.

         11.22. Conversion of DIP

         In the event that the Borrower shall become the subject of any
bankruptcy proceedings under Chapter 11 of Title 11 of the United States Code,
the Lenders and the Issuing Banks, together with the Lenders and the Issuing
Banks under and as defined in the 2000 Credit Agreement, The Chase Manhattan
Bank under the Chase Platinum Substitute Note and Fleet National Bank under the
Fleet LC Agreement, in each case severally and not jointly and based on their
respective interests at the time in this Agreement, the 2000 Credit Agreement,
the Chase Platinum Substitute Note and the Fleet LC Agreement, and the Borrower
agree, subject to receipt of all appropriate bankruptcy court approvals, to
refinance and consolidate in full the indebtedness evidenced by (i) this
Agreement, the Notes and the Letters of Credit, (ii) the 2000 Credit Agreement
and the Notes and Letters of Credit under and as defined in the 2000 Credit
Agreement, (iii) the Chase Platinum Substitute Note and (iv) the Fleet LC
Agreement with a new debtor-in-possession credit facility (the "DIP Facility"),
on terms and conditions (including a first priority perfected security interest
on all of the Collateral (including a Mortgage on each Mortgaged Property listed
on Part B of Schedule 1.1(m)) and an administrative claim against all estates,
and the Borrower agrees to use its best efforts to provide a super priority
administrative claim against such estates) substantially identical to this
Agreement, the 2000 Credit Agreement, the Chase Platinum Substitute Note and the
Fleet LC Agreement in an aggregate amount (not exceeding $210,000,000 plus the
principal amount of the Chase Platinum Substitute Note and the principal amount
of the Fleet LC) equal to the Aggregate Revolving Credit Commitment Amount under
and as defined in the 2000 Credit Agreement at the time plus $110,000,000 plus


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the principal amount of the Chase Platinum Substitute Note and the principal
amount of the Fleet LC, which DIP Facility will (i) refinance in full all Loans
and Letters of Credit under this Agreement, all Loans and Letters of Credit
under and as defined in the 2000 Credit Agreement, and all obligations under the
Chase Platinum Substitute Note and the Fleet LC Agreement, whereupon this
Agreement, the 2000 Credit Agreement, the Chase Platinum Substitute Note and the
Fleet LC Agreement will terminate, (ii) mature on August 18, 2004, (iii) allow
for the cash payment of interest on the Senior Note Indentures, except that no
interest may be paid on the Senior Note Indentures at any time during the
continuance of a Default or Event of Default under the DIP Facility or if the
Borrower shall not at the time have a Fixed Charge Coverage Ratio (as defined
below) of greater than 1.50:1.00 (such Fixed Charge Ratio to be included in the
DIP Facility), (iv) provide that Section 8.15 would no longer be applicable,
provided that any asbestos costs and expenses of the Borrower and its
Subsidiaries that are allocable to any Parent would reduce by an equal amount
the amount available for loans made to any Parent under Section 8.6(ii), and (v)
if the DIP Facility is not consummated pursuant to a final court order (which
order is in effect and not stayed and not under appeal, provided that an order
that may be, but has not been, appealed shall be considered final) within 45
days of the Borrower becoming the subject of any such bankruptcy proceedings, an
Event of Default (or similar event) shall have been deemed to occur under this
Agreement, the 2000 Credit Agreement, the Chase Platinum Substitute Note and the
Fleet LC Agreement, upon which, in addition to all other rights and remedies
available at such time, the default rate of interest and the default rate on
letter of credit commissions under each such agreement, if not otherwise in
effect, shall become applicable, commencing on the 46th day after the Borrower
shall have become the subject of any such bankruptcy proceedings. For purposes
hereof, "Fixed Charge Coverage Ratio" shall mean the ratio of (x) Consolidated
EBITDA to (y) the sum, without duplication, of all cash payments made in respect
of Indebtedness (including all principal, interest, commitment fees, letter of
credit fees, and similar fees), capital expenditures, Restricted Payments, loans
and other advances and payments (including payments made under the Tax Sharing
Agreement) to any Parent or Affiliate, and all restructuring, administration and
other expenses and charges (to the extent such expenses and charges are not
included (but are not expressly excluded) in the determination of Consolidated
EBITDA), in each case determined on a Consolidated basis in accordance with GAAP
for the four fiscal quarter period ending on the date of calculation or, if the
date of calculation is not the last day of a fiscal quarter, for the immediately
preceding four fiscal quarters.

         Prior to bankruptcy court approval of the DIP Facility, if no Event of
Default shall exist and be continuing (including, without limitation, an Event
of Default caused by the provisions of clause (v) in the preceding paragraph),
the Borrower shall be entitled to use cash collateral for all purposes permitted
under this Agreement as long as the Lenders are granted adequate protection in
the form of a first priority perfected replacement lien on all postpetition
accounts receivable and inventory and a super priority administrative claim
against all estates, provided, however, if the bankruptcy court does not grant
such adequate protection on the first day the order for relief is in effect, the
Borrower may use cash collateral for three Business Days for ordinary course
purposes. The Lenders agree that any interim or final order approving the DIP
Facility may not constitute a determination as to any third parties
(specifically excluding the Borrower) regarding whether the Lenders are entitled


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to receive postpetition interest, fees or administrative status on refinanced
prepetition indebtedness (except as otherwise provided in such interim or final
order and approved by the bankruptcy court). If (i) a Title 11 case in respect
of the Borrower is commenced less than 91 days after the Liens under the
Security Documents have been perfected with respect to the obligations
outstanding under this Agreement, the Chase Platinum Substitute Note and the
Fleet LC Agreement, (ii) no Loans or Letters of Credit (in each case under and
as defined in the 2000 Credit Agreement) have been made or issued under the 2000
Credit Agreement, and (iii) the final order approving the DIP Facility does not
provide that such obligations shall be refinanced with proceeds from the DIP
Facility, then, in addition to all other rights and remedies available at such
time, the commitment amount of the DIP Facility shall be reduced to reflect that
such obligations shall not be so refinanced.

         If the Borrower is in compliance with all conditions precedent under
Section 6 of this Agreement, the Lenders shall not assert any defense that may
otherwise be available under Bankruptcy Code section 365(c) with respect to
Lenders' obligations herein concerning the DIP Facility.

         Notwithstanding the foregoing, if the Lenders do not furnish the DIP
Facility, or the bankruptcy court does not approve it, the Borrower does not
waive any rights it has under Title 11 of the United States Code or otherwise.

         Notwithstanding the foregoing, if the Borrower does not accept the DIP
Facility, or the bankruptcy court does not approve it, the Lenders do not waive
any rights they have under Title 11 of the United States Code or otherwise.

         If and when the DIP Facility is approved by the bankruptcy court, the
Borrower may use its funds for all valid corporate purposes, including, without
limitation, professional fees, as long as there is no default under the DIP
Facility (including any default of any covenant limiting such use). The DIP
Facility shall include a carveout of $7,500,000 for professional services.

         If (i) either (a) this Agreement shall not have become effective in
accordance with Section 5 due solely to an order of a court of competent
jurisdiction enjoining the Borrower or any of its Subsidiaries from satisfying
any of the conditions to effectiveness set forth in Section 5 and no Default or
Event of Default shall otherwise exist or (b) this Agreement shall have become
so effective, the Borrower or any of its Subsidiaries shall not be permitted to
perform its obligations under this Agreement that relate to the granting or
delivery of Collateral (including a Mortgage on each Mortgaged Property listed
on Part B of Schedule 1.1(m)) within the applicable time periods prescribed
thereby due solely to an order of a court of competent jurisdiction issued
within nine months of the Effective Date enjoining the Borrower or any of its
Subsidiaries from performing any of such obligations within such applicable
prescribed time periods (and the Lenders shall not have agreed to waive such
failure to perform), the DIP Facility shall not have become effective and no
other Default or Event of Default shall exist and (ii) the Borrower shall not be
able to obtain an alternate debtor-in-possession credit facility on reasonable
terms in an amount not exceeding $100,000,000 (an "Alternate DIP Facility")


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without priming the liens on the Collateral (including a Mortgage on each
Mortgaged Property listed on Part B of Schedule 1.1(m)) securing this Agreement,
the 2000 Credit Agreement, the Chase Platinum Substitute Note and the Fleet LC
Agreement, then (x) an Alternate DIP Facility shall be permitted to prime such
liens on the Collateral (including a Mortgage on each Mortgaged Property listed
on Part B of Schedule 1.1(m)) and (y) such Alternate DIP Facility may, if such
Alternate DIP Facility so requires, restrict the payment of interest on this
Agreement, the Chase Platinum Substitute Note and the Fleet LC Agreement,
provided that (A) the 2000 Credit Agreement shall be immediately terminated and
all principal, interest, letter of credit obligations and other obligations
thereunder shall have been paid in full in cash and (B) this Agreement, the
Chase Platinum Substitute Note and the Fleet LC Agreement shall continue to be
secured by a perfected security interest in all Collateral (including a Mortgage
on each Mortgaged Property listed on Part B of Schedule 1.1(m)) subject only to
the prior lien of such Alternate DIP Facility.

         11.23. Consolidation and Restatement

         In the event that the Borrower shall not have become the subject of any
bankruptcy proceedings for a period of at least 91 days after the Effective
Date, the Borrower and the Lenders hereby agree that this Agreement shall be
consolidated with the 2000 Credit Agreement, the Chase Platinum Substitute Note
and the Fleet LC Agreement in one consolidated and restated credit agreement on
terms and conditions substantially identical (mutatis mutandis) to this
Agreement, the 2000 Credit Agreement, the Chase Platinum Substitute Note and the
Fleet LC Agreement, which consolidated and restated credit agreement shall
become effective upon the execution and delivery thereof by the Administrative
Agent, the Administrative Agent (under and as defined in the 2000 Credit
Agreement), The Chase Manhattan Bank, under the Chase Platinum Substitute Note,
Fleet National Bank, under the Fleet LC Agreement, and the Borrower.

         11.24. Effectiveness; Marketable Securities

         (a) Notwithstanding anything to the contrary contained in this
Agreement, (i) Sections 8.3, 8.4 (without giving effect to the proviso at the
end thereof), 8.6, 8.16, 10.7, 11.5, 11.8, 11.9, 11.10, 11.12, 11.13, 11.14,
11.15, 11.16, 11.17, 11.18, 11.19, 11.20, 11.21, the last paragraph of Section
11.22 (other than clause (i)(b) contained therein), this Section 11.24 and
Section 11.25 shall become effective upon the Closing Date, and (ii) on January
17, 2001, unless the Effective Date shall have occurred prior to such date, (A)
Sections 8.3, 8.4, 8.6, 8.16, the last paragraph of Section 11.22 (other than
clause (i)(b) contained therein), Section 11.24(b) and Section 11.25 shall
terminate, and (B) Sections 10.7, 11.5, 11.8, 11.9, 11.10, 11.12, 11.13, 11.14,
11.15, 11.16, 11.17, 11.18, 11.19, 11.20, 11.21 and 11.24(a) shall survive and
continue to be in full force and effect.

         (b) Notwithstanding anything to the contrary contained in this
Agreement, during the period beginning on the Closing Date and ending on the
Effective Date, the Borrower shall, and shall cause each Subsidiary to, maintain
on deposit all of its Marketable Securities and any Proceeds (as defined in the


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Security Agreement) therefrom with Bear, Stearns & Co. Inc. in the account such
Marketable Securities are being held as of the Closing Date, provided that cash
Proceeds from such Marketable Securities may be transferred to accounts at one
or more of the Lenders.

         11.25. Existing Credit Agreement Financial Covenants

         Notwithstanding anything to the contrary contained in this Agreement or
the Existing Credit Agreement, during the period from and including the Closing
Date through and including the earlier to occur of the Effective Date or January
16, 2001 (the "Covenant Replacement Period") the financial covenants contained
in Section 7.10 of this Agreement shall replace the financial covenants
contained in Section 7.10 of the Existing Credit Agreement, provided that the
Aggregate Credit Exposure under and as defined in the Existing Credit Agreement
shall not at any time during the Covenant Replacement Period exceed the
Aggregate Credit Exposure under and as defined in the Existing Credit Agreement
as of the Closing Date.



















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                    BUILDING MATERIALS CORPORATION OF AMERICA
                      AMENDED AND RESTATED CREDIT AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above written.



                                  BUILDING MATERIALS CORPORATION OF AMERICA

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



                                  THE BANK OF NEW YORK, as Swing Line Lender,
                                  as an Issuing Bank, as Administrative Agent
                                  and as a Lender

                                  By:   /s/ David C. Judge
                                       ----------------------------------------
                                  Name:     David C. Judge
                                        ---------------------------------------
                                  Title:    Senior Vice President
                                        ---------------------------------------



                                  FLEET NATIONAL BANK

                                  By:   /s/ Peggy Peckham
                                       ----------------------------------------
                                   Name:    Peggy Peckham
                                        ---------------------------------------
                                  Title:    Senior Vice President
                                        ---------------------------------------


                                  THE CHASE MANHATTAN BANK, as an Issuing Bank
                                  and as a Lender

                                  By:   /s/ Peter A. Dedonsis
                                       ----------------------------------------
                                   Name:    Peter A. Dedonsis
                                        ---------------------------------------
                                  Title:    Managing Director
                                        ---------------------------------------



                                  THE BANK OF NOVA SCOTIA

                                  By:   /s/ Daniel A. Costigan
                                       ----------------------------------------
                                  Name:     Daniel A. Costigan
                                        ---------------------------------------
                                  Title:    Director
                                        ---------------------------------------



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                    BUILDING MATERIALS CORPORATION OF AMERICA
                      AMENDED AND RESTATED CREDIT AGREEMENT



                                  BEAR STEARNS CORPORATE LENDING INC.


                                  By:    /s/ Victor T. Bulzacchelli
                                        ---------------------------------------
                                  Name:      Victor T. Bulzacchelli
                                        ---------------------------------------
                                  Title:     Managing Director
                                        ---------------------------------------



















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