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                                                                   Exhibit 10.12
                                                                   -------------

                                CREDIT AGREEMENT


                                  BY AND AMONG


                   BUILDING MATERIALS CORPORATION OF AMERICA,


                            THE LENDERS PARTY HERETO,


                                       AND


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


                                      WITH


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


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


                                  $100,000,000

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


                          DATED AS OF DECEMBER 4, 2000


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         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") 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").

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.

                  "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.

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                  "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 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.

                  "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.


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                  "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.

                  "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.



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                  "Borrowing Request": a request for Revolving Credit Loans or a
Swing Line Loan in the form of Exhibit C-1, which shall contain, among other
things, a certification as to the satisfaction of Section 6.3.

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

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

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

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

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

                  "Cash Equivalents": shall mean (i) securities issued or
directly and fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States of America is pledged in full support thereof) having
maturities of not more than six months from the date of acquisition, (ii) Dollar
denominated domestic and Eurodollar time deposits, certificates of deposit and
bankers acceptances of (x) any Lender or (y) any Approved Bank, in any such case
with maturities of not more than six months from the date of acquisition, and
(iii) commercial paper issued by any Approved Bank or by the parent company of
any Approved Bank and commercial paper issued by, or guaranteed by, any
industrial or financial company with an unsecured non-credit supported
short-term commercial paper rating of at least A-1 or the equivalent by Standard
& Poor's or at least P-1 or the equivalent by Moody's, or guaranteed by any
industrial or financial company with a long term unsecured non-credit supported
senior debt rating of at least A or A-2, or the equivalent, by Standard & Poor's


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or Moody's, as the case may be, and in each case maturing within six months
after the date of acquisition, provided that such securities, time deposits,
certificates of deposit, bankers acceptances and commercial paper have been
issued in the United States, have been deposited in the Cash Collateral Account
and in respect of which the Collateral Agent has a first priority perfected
security interest therein.

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

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

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


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                  "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 Obligations": the obligations of the Borrower
under the Chase Platinum Substitute Note.

                  "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 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).


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

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

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

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

                  "Contingent Obligation": as to any Person (a "secondary
obligor"), any obligation of such secondary obligor (i) guaranteeing or in
effect guaranteeing any return on any investment made by another Person, or (ii)
guaranteeing or in effect guaranteeing any Indebtedness, lease, dividend or
other obligation (a "primary obligation") of any other Person (a "primary
obligor") in any manner, whether directly or indirectly, including any
obligation of such secondary obligor, whether contingent, (a) to purchase any
primary obligation or any Property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
primary obligation or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of a primary
obligor, (c) to purchase Property, securities or services primarily for the
purpose of assuring the beneficiary of any primary obligation of the ability of
a primary obligor to make payment of a primary obligation, (d) otherwise to
assure or hold harmless the beneficiary of a primary obligation against loss in
respect thereof, and (e) in respect of the liabilities of any partnership in
which a secondary obligor is a general partner, except to the extent that such
liabilities of such partnership are nonrecourse to such secondary obligor and
its separate Property, provided, however, that the term "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


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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.

                  "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.



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                  "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.

                  "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


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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": the Amended and Restated Credit
Agreement, dated as of December 4, 2000, by and among the Borrower, the lenders
party thereto, Fleet National Bank, as documentation agent, Bear Stearns
Corporate Lending Inc., as syndication agent, and BNY, as swing line lender and
as administrative agent.

                  "Federal Funds Rate": for any day, a rate per annum (expressed
as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%)
equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (i) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (ii) if


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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.

                  "Guarantor": at any time, any Subsidiary of the Borrower that
is a party to the Subsidiary Guaranty.


                                     - 11 -
<PAGE>   13

                  "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 the 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 the Issuing Bank pursuant to the Reimbursement Agreements, as the case
may be, or which may be owing to such Lender or the Issuing Bank pursuant to the
Loan Documents under the laws applicable to such Lender or the 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.

                  "Indemnified Tax Person": the Administrative Agent, the Swing
Line Lender, the Issuing Bank or any Lender.



                                     - 12 -
<PAGE>   14

                  "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).

                  "Investments": as defined in Section 8.5.



                                     - 13 -
<PAGE>   15

                  "Issuing Bank":  BNY.

                  "Lead Arranger": BNY Capital Markets.

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

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

                  "Letter of Credit Commitment": the commitment of the Issuing
Bank to issue Letters of Credit having an aggregate outstanding face amount up
to $25,000,000, 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 the Issuing Bank hereunder.

                  "Letter of Credit Request": a request in the form of Exhibit
C-2, which shall contain, among other things, a certification as to the
satisfaction of Section 6.3.

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

                  "Loan": a Revolving Credit 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.

                  "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


                                     - 14 -
<PAGE>   16

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.

                  "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.


                                     - 15 -
<PAGE>   17

                  "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.

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

                  "Outstandings": as of any date, an amount equal to (a) with
respect to the Issuing Bank, (i) the aggregate sum of all drafts honored under
all Letters of Credit after the Effective Date minus (ii) all payments made
after the Effective Date to the 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


                                     - 16 -
<PAGE>   18

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 Amount": as defined in the Existing
Credit Agreement.

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

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

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

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

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

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

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

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


                                     - 17 -
<PAGE>   19

                  "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),
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).


                                     - 18 -
<PAGE>   20

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

                  "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 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


                                     - 19 -
<PAGE>   21

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.

                  "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.

                  "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


                                     - 20 -
<PAGE>   22

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).

                  "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.


                                     - 21 -
<PAGE>   23

                  "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).

                  "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
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.


                                     - 22 -
<PAGE>   24

                  "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.

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

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

                  "Unqualified Amount": as defined in Section 3.1(c).

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

                  "Upstream Transfers": as defined in Section 8.12.

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



                                     - 23 -
<PAGE>   25

                  "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 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.



                                     - 24 -
<PAGE>   26

                  (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 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.



                                     - 25 -
<PAGE>   27

         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
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


                                     - 26 -
<PAGE>   28

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, 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.



                                     - 27 -
<PAGE>   29

         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 $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


                                     - 28 -
<PAGE>   30

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
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.



                                     - 29 -
<PAGE>   31

                  (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.

                  (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


                                     - 30 -
<PAGE>   32

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) Mandatory Prepayments. At any time when the Invested Cash
and Marketable Securities of the Borrower and its Subsidiaries (other than any
Receivables Subsidiary) on a Consolidated basis in accordance with GAAP exceed
(i) for the period beginning on the Effective Date and ending 91 days
thereafter, $25,000,000, and (ii) for the period beginning 92 days after the
Effective Date and thereafter, $50,000,000, the Borrower shall immediately repay
any outstanding Loans in an amount equal to such excess.

                  (c) In General. Simultaneously with each prepayment of a Loan,
the Borrower shall prepay all accrued interest on the amount prepaid through the
date of prepayment. Unless otherwise specified by the Borrower, each prepayment
of Revolving Credit 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.

         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.



                                     - 31 -
<PAGE>   33

         2.9.     Letter of Credit Sub-Facility

                  (a) Subject to the terms and conditions of this Agreement, the
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 or any of its Subsidiaries, provided that immediately after the
issuance of each Letter of Credit (i) the Letter of Credit Exposure of all
Lenders (whether or not the conditions for drawing under any Letter of Credit
have or may be satisfied) shall not exceed $25,000,000 and (ii) the Aggregate
Credit Exposure shall not exceed the Aggregate Revolving Credit Commitment
Amount. 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 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 or any of its Subsidiaries 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 Issuing Bank's standard letter of credit
application, standard reimbursement agreement (each a "Reimbursement Agreement")
and such other documentation as the Issuing Bank may reasonably require,
executed by the Borrower. Upon receipt of such Letter of Credit Request from the
Borrower, the Administrative Agent shall promptly notify the Issuing Bank and
each other Lender thereof. Each Letter of Credit shall be in form and substance
reasonably satisfactory to the 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 the Issuing Bank shall
reasonably require. The 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.

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



                                     - 32 -
<PAGE>   34

         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 the 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 the Issuing Bank
for its Commitment Percentage of (i) the unreimbursed amount of any draft drawn
and honored under each of the 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) The 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 the 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 Issuing Bank in its
capacity as a Lender) shall make available to the Administrative Agent for the
account of the 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 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 Issuing Bank promptly upon receipt thereof in like funds as
received. Each Lender shall indemnify and hold harmless the Administrative Agent
and the 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 the Issuing Bank to the extent resulting from the
gross negligence or willful misconduct of the 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 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 Issuing Bank
upon receipt thereof in like funds as received.

                  (c) Whenever the Issuing Bank is reimbursed by the Borrower or
the Administrative Agent is reimbursed by the Borrower, for the account of the
Issuing Bank, for any payment under a Letter of Credit and such payment relates


                                     - 33 -
<PAGE>   35

to an amount previously paid by a Lender pursuant to this Section 2.10, the
Administrative Agent (or the 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 the Issuing Bank in respect of each payment under or in
respect of the 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, the 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 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 the Issuing
Bank's gross negligence or willful misconduct.

         2.12.    Payments

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


                                     - 34 -
<PAGE>   36

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:

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"),


                                     - 35 -
<PAGE>   37

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 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


                                     - 36 -
<PAGE>   38

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 the Issuing Bank, a fee (the
"Fronting Fees") 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 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 the Issuing Bank, for its own account, its
standard fees and charges customarily charged to customers similar to the
Borrower with respect to any of the Letters of Credit.

                  (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


                                     - 37 -
<PAGE>   39

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 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


                                     - 38 -
<PAGE>   40

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.

         3.6.     Capital Adequacy

                  If the amount of capital required or expected to be maintained
by any Lender, the Swing Line Lender or the Issuing Bank or any Person directly
or indirectly owning or controlling such Lender, the Swing Line Lender or the
Issuing Bank (each a "Control Person"), shall be affected by the occurrence of a
Regulatory Change and such Lender, the Swing Line Lender or the 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, the
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 the
Issuing Bank, or of the Reimbursement Obligations owed to the Issuing Bank, in
any case to a level below that which such Lender, the 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, the 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 the Issuing Bank to be material, then, within ten days
after demand by such Lender or the Issuing Bank, the Borrower shall pay to such
Lender, the Issuing Bank, the Swing Line Lender or such Control Person such
additional amount or amounts as shall be sufficient to compensate such Lender,
the Issuing Bank, the Swing Line Lender or such Control Person for such
reduction, provided that if such Lender, the 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, the Issuing Bank, the
Swing Line Lender or such Control Person has obtained knowledge of such event,
such Lender, the 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, the Issuing Bank, the Swing Line Lender or such Control Person, as the
case may be, does give such notice.



                                     - 39 -
<PAGE>   41

         3.7.     Reimbursement for Increased Costs

                  If any Lender, the Administrative Agent, the Swing Line Lender
or the 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, the Issuing Bank, the Swing Line
Lender or such Lender any other condition regarding the Letters of Credit
including any Tax required to be withheld from any amounts payable under the
Loan Documents (except for imposition of, or change in the rate of, any Excluded
Tax applicable to such Lender); or

                  (b) does or shall impose, modify or make applicable any
reserve, special deposit, compulsory loan, assessment, increased cost or similar
requirement against assets held by, or deposits of, or advances or loans by, or
other credit extended by, or any other acquisition of funds by, any office of
such Lender in respect of its Eurodollar Advances which is not otherwise
included in the determination of a Eurodollar Rate or against any Letters of
Credit issued by the 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 the Issuing Bank of issuing or maintaining
the Letters of Credit or the cost to any Lender of participating therein or the
cost to the Administrative Agent, the Swing Line Lender or the 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 the Issuing Bank, as the case may
be, within ten days after demand therefor, such additional amounts as is
sufficient to compensate such Lender, the 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, the Issuing Bank, the
Swing Line Lender or the Administrative Agent, as the case may be, deems to be
material as determined by such Lender, the 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 the 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 the 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,
the 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, the Issuing Bank, the Swing Line Lender or such Lender has obtained
knowledge of such increased cost, the Administrative Agent, the 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, the


                                     - 40 -
<PAGE>   42

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 the Issuing Bank, as the case may
be, to the Borrower shall be conclusive absent manifest error.

         3.8.     Illegality of Funding

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

         3.9.     Substituted Interest Rate

                  In the event that (i) the Administrative Agent shall have
determined (which determination shall be conclusive and binding) that by reason
of circumstances affecting the interbank eurodollar market either adequate or
reasonable means do not exist for ascertaining the Eurodollar Rate, or (ii)
Required 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


                                     - 41 -
<PAGE>   43

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.

         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


                                     - 42 -
<PAGE>   44

Borrower of such fact and shall remit to the Borrower the amount of such refund
or credit applicable to the payments made by the Borrower in respect of such
Indemnified Tax Person under this Section 3.10.

                  (b) Each Indemnified Tax Person shall deliver to the Borrower
such certificates, documents, or other evidence as the Borrower may reasonably
require from time to time as are necessary to establish that such Indemnified
Tax Person is not subject to withholding under Section 1441, 1442 or 3406 of the
Code or as may be necessary to establish, under any law imposing upon the
Borrower, hereafter, an obligation to withhold any portion of the payments made
by the Borrower under the Loan Documents, that payments to the Administrative
Agent on behalf of such Indemnified Tax Person are not subject to withholding.
Notwithstanding any provision herein to the contrary, the Borrower shall not
have any obligation to pay to the Administrative Agent for the benefit of any
Indemnified Tax Person any amount which the Borrower is required to withhold
(and shall have no obligation to otherwise indemnify any Lender with respect to
such amount) to the extent that the Borrower's obligation to withhold is due to
the failure of such Indemnified Tax Person to file any required statement,
certificate or other document with respect to exemption which such Borrower
requested of it.

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

         3.11.    Option to Fund

                  Each Lender has indicated that, if the Borrower requests a
Eurodollar Advance such Lender may wish to purchase one or more deposits in
order to fund or maintain its funding of its 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


                                     - 43 -
<PAGE>   45

Percentage of each Eurodollar Advance from or for the account of any branch or
office of such Lender as such Lender may choose from time to time.

         3.12.    Replacement of Lenders

                  Notwithstanding the foregoing, if (i) any Lender shall request
compensation or additional amounts pursuant to Section 3.6, 3.7 or 3.10 and such
amounts are in excess of those being generally charged by the other Lenders,
(ii) any Lender shall give any notice to the Borrower or the Administrative
Agent pursuant to Section 3.8, (iii) a receiver or custodian shall have been
appointed for any Lender and such Lender shall be in default of its obligations
under this Agreement, or (iv) a Lender fails or refuses to agree to a request by
the Borrower or to amend or waive, or grant any consent under, any provision of
any Loan Document under circumstances when such amendment, waiver or consent
requires the approval of all the Lenders to be effective and has been approved
by the Administrative Agent, the Borrower 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:



                                     - 44 -
<PAGE>   46

         4.1.     Subsidiaries; Capitalization

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

         4.2.     Existence and Power

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

         4.3.     Authority and Execution

                  Each of the Borrower and each of its Subsidiaries has full
legal power and authority to enter into, execute, deliver and perform the terms
of the 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


                                     - 45 -
<PAGE>   47

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 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


                                     - 46 -
<PAGE>   48

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 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.



                                     - 47 -
<PAGE>   49

         4.11.    Federal Reserve Regulations; Use of Loan Proceeds

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

         4.12.    Plans

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

         4.13.    Financial Statements

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

         4.14.    Property

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

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



                                     - 48 -
<PAGE>   50

         4.15.    Authorizations

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

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

         4.16.    Environmental Matters

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

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

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

         4.17.    Solvency

                  Each of the Borrower and its Subsidiaries is Solvent.


                                     - 49 -
<PAGE>   51

         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 Existing 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:

         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.



                                     - 50 -
<PAGE>   52

         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 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;



                                     - 51 -
<PAGE>   53

                           (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.

         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


                                     - 52 -
<PAGE>   54

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.    Amendment to Existing Credit Agreement

                  The Existing 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.

         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 Bank, 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 Bank, 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 Bank, 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.



                                     - 53 -
<PAGE>   55

         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) The Administrative Agent shall have received for the
account of each Lender a fee in an amount equal to 1.00% of the Commitment of
such Lender.

                  (b) All other fees payable to the Administrative Agent, the
Issuing Bank 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.

         5.19.    Effective Date Cutoff

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

         5.20.    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 the 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


                                     - 54 -
<PAGE>   56

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 Issuing Bank's
standard letter of credit application, Reimbursement Agreement and such other
documentation as the Issuing Bank may reasonably require, in each case duly
executed by an Authorized Signatory of the Borrower.

         6.3.     Minimum Cash Amount

                  On each Borrowing Date and with respect to the making of Loans
and the issuance of Letters of Credit, the Invested Cash plus the Marketable
Securities of the Borrower and its Subsidiaries (other than any Receivables
Subsidiary) on a Consolidated basis in accordance with GAAP shall be less than
(i) for the period beginning on the Effective Date and ending 91 days
thereafter, $25,000,000, and (ii) for the period beginning 92 days after the
Effective Date and thereafter, $50,000,000.

         6.4.     Loan Closings

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

7.       AFFIRMATIVE COVENANTS

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


                                     - 55 -
<PAGE>   57

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 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.


                                     - 56 -
<PAGE>   58

                           (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 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


                                     - 57 -
<PAGE>   59

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 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.


                                     - 58 -
<PAGE>   60

                           (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 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


                                     - 59 -
<PAGE>   61

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
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.



                                     - 60 -
<PAGE>   62

         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 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.



                                     - 61 -
<PAGE>   63

                  (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 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


                                     - 62 -
<PAGE>   64

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
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


                                     - 63 -
<PAGE>   65

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 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.



                                     - 64 -
<PAGE>   66

         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
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, the 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.


                                     - 65 -
<PAGE>   67

         8.2.     Liens

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


                                     - 66 -
<PAGE>   68

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

                  (b) Investments permitted by Section 8.5; and

                  (c) Dispositions permitted by Section 8.4.

         8.4.     Dispositions

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

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

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

                  (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;


                                     - 67 -
<PAGE>   69

                  (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
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


                                     - 68 -
<PAGE>   70

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 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.



                                     - 69 -
<PAGE>   71

         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
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)


                                     - 70 -
<PAGE>   72

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

         8.11.    Transactions with Affiliates

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

         8.12.    Limitation on Upstream Transfers

                  Permit or cause any of its Subsidiaries (other than any
Receivables Subsidiary) to enter into or agree, or otherwise be or become
subject, to any agreement, contract or other arrangement (other than this
Agreement and the Existing 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).



                                     - 71 -
<PAGE>   73

         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
$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.


                                     - 72 -
<PAGE>   74

9.       DEFAULT

         9.1.     Events of Default

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

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

                           (b) The failure of the Borrower to make any payment
of interest, Fees, expenses or other amounts payable under any Loan Document or
otherwise to the Administrative Agent with respect to the loan facilities
established hereunder within three Business Days of the date when due and
payable; or

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

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

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

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


                                     - 73 -
<PAGE>   75

be paying its debts as such debts become due, (iv) admit in writing its
inability to pay its debts as they become due, (v) file a voluntary petition in
bankruptcy, (vi) become insolvent (however such insolvency shall be evidenced),
(vii) file any petition or answer seeking for itself any reorganization,
arrangement, composition, readjustment of debt, liquidation or dissolution or
similar relief under any present or future statute, law or regulation of any
jurisdiction, (viii) petition or apply to any tribunal for any receiver,
custodian or any trustee for any substantial part of its Property, (ix) be the
subject of any such proceeding filed against it which remains undismissed for a
period of 60 days, (x) file any answer admitting or not contesting the material
allegations of any such petition filed against it or any order, judgment or
decree approving such petition in any such proceeding, (xi) seek, approve,
consent to, or acquiesce in any such proceeding, or in the appointment of any
trustee, receiver, sequestrator, custodian, liquidator, or fiscal agent for it,
or any substantial part of its Property, or an order is entered appointing any
such trustee, receiver, custodian, liquidator or fiscal agent and such order
remains in effect for 60 days, or (xii) take any formal action for the purpose
of effecting any of the foregoing or looking to the liquidation or dissolution
(except as permitted pursuant to Section 7.3) of the Borrower or such
Subsidiary; or

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

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

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

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

                           (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


                                     - 74 -
<PAGE>   76

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 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


                                     - 75 -
<PAGE>   77

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 Bank and the Lenders from or on behalf of
the Borrower shall, subject to the Collateral Agent Agreement, be remitted to
and applied by the Administrative Agent in the following manner and order: (i)
first, to the payment of interest on, and then the principal portion of, any
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 Bank 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 Bank, 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

                  The Issuing Bank and each Lender hereby irrevocably designates
and appoints BNY as the Administrative Agent of the Issuing Bank and such Lender
under the Loan Documents and the 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, the Issuing Bank or any
Lender, and no implied covenants, functions, responsibilities, duties,


                                     - 76 -
<PAGE>   78

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.

         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 the 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 the
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. The 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 the Issuing Bank and Required Lenders and
such instructions shall be binding on the 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 the 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


                                     - 77 -
<PAGE>   79

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 the 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 the 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 the Issuing Bank or such Lender (or the Person designated in the last
notice filed with the Administrative Agent) and by the Person designated in such
written notice of transfer, in form and substance satisfactory to the
Administrative Agent, shall have been filed with the Administrative Agent. The
Administrative Agent shall not be under any 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 Bank, 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 the 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 Bank, the
Lenders and the Borrower.

         10.6.    Non-Reliance on Administrative Agent and Other Lenders

                  The 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. The Issuing Bank and each Lender represents
to the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent, the 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. The Issuing Bank and each Lender also
represents that it will, independently and without reliance upon the


                                     - 78 -
<PAGE>   80

Administrative Agent, the 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 Bank and/or the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide the
Issuing Bank or any Lender with any credit or other information concerning the
business, operations, Property, financial and other condition or
creditworthiness of the Borrower or any other Credit Party which at any time may
come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

         10.7.    Indemnification

                  Each Lender agrees to indemnify and hold harmless the
Administrative Agent in its capacity as such (to the extent not promptly
reimbursed by the Borrower and without limiting the obligation of the Borrower
to do so), pro rata according to its Credit Exposure (or at any time when the
Aggregate Credit Exposure is zero, according to its 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


                                     - 79 -
<PAGE>   81

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 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 the 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 Bank 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 Bank 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 Bank and the
Lenders entitled thereto during such time.



                                     - 80 -
<PAGE>   82

         10.10.   Lead Arranger

                  The Lead Arranger shall have no duties or obligations under
the Loan Documents in its capacity as Lead Arranger. The Lead Arranger shall be
entitled to the same protections, indemnities and rights as the Administrative
Agent.

         10.11.   Appointment of Collateral Agent

                  Each Lender and the 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 Issuing Bank and agrees to be bound by the
terms of the Collateral Agent Agreement. Each Lender and the 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 the 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 Bank 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


                                     - 81 -
<PAGE>   83

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 Bank, change
the Letter of Credit Commitment, change the amount or the time of payment of the
Letter of Credit Commissions or the Fronting Fees or change any other term or
provision of this Agreement which relates to the Letter of Credit Commitment or
the Letters of Credit or any other rights or obligations of the Issuing Bank
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 Bank and each of the Lenders and shall be binding upon the parties
to the applicable Loan Document, the Lenders, the Issuing Bank, 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 Bank, 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


                                     - 82 -
<PAGE>   84

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 the Issuing Bank, or addressed to such other addresses as to
which the Administrative Agent may be hereafter notified by the respective
parties thereto or any future holders of the Notes:


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


                  The Administrative Agent or the Swing Line Lender:
                  The Bank of New York
                  One Wall Street
                  Agency Function Administration
                  18th Floor
                  New York, New York 10286
                  Attention:  Sandra Morgan
                  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 Bank 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.



                                     - 83 -
<PAGE>   85

         11.3.    No Waiver; Cumulative Remedies

                  No failure to exercise and no delay in exercising, on the part
of the Administrative Agent, the Issuing Bank, the Swing Line Lender or any
Lender, any right, remedy, power or privilege under any Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege under any Loan Document preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges under the Loan Documents
are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

         11.4.    Survival of Representations and Warranties and Certain
                  Obligations

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

                  (b) The obligations of the Borrower under Sections 3.5, 3.6,
3.7, 3.8, 3.9, 3.10, 3.11, 11.5 and 11.8 shall survive the termination of the
Revolving Credit Commitments of all of the Lenders, the Swing Line 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 Bank, 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 Bank, 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


                                     - 84 -
<PAGE>   86

documents, and (iv) to pay, indemnify and hold the Issuing Bank, the Lenders,
the Swing Line Lender and the Administrative Agent and each of its officers,
directors and employees harmless from and against any and all other liabilities,
obligations, claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (including
reasonable counsel fees and disbursements) with respect to the enforcement and
performance of the Loan Documents, the use of the proceeds of the Loans and the
Letters of Credit and the enforcement and performance of the provisions of any
subordination agreement involving the Administrative Agent and the Lenders (all
the foregoing, collectively, the "Indemnified Liabilities") and, if and to the
extent that the foregoing indemnity may be unenforceable for any reason, the
Borrower agrees to make the maximum payment not prohibited under applicable law;
provided, however, that the Borrower shall have no obligation to pay Indemnified
Liabilities to the Administrative Agent, the Swing Line Lender, the Issuing Bank
or any Lender arising from the finally adjudicated gross negligence or willful
misconduct of the Administrative Agent, the Swing Line Lender, the 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 Bank, 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 the Issuing Bank, the Swing Line Lender,
the Administrative Agent and each Lender.



                                     - 85 -
<PAGE>   87

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

                  (c) In addition to its rights under Section 11.7(b), each
Lender shall have the right to sell, assign, transfer or negotiate (each an
"Assignment") all or any portion of all of its Loans, its Commitments and its
Notes and its interest in the Loan Documents to any subsidiary or Affiliate of
such Lender, to any other Lender or, with the prior written consent of the
Issuing Bank, 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,


                                     - 86 -
<PAGE>   88

its Notes and its Commitments to one or more banks, insurance companies, pension
funds, mutual funds or other financial institutions, provided that (i) such
Lender's obligations under this Agreement and the other Loan Documents shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties to this Agreement and the other Loan Documents for the performance of
such obligations, (iii) the Borrower, the Swing Line Lender, the Issuing Bank,
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 Bank 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 Bank, 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, the Issuing Bank and/or the Administrative Agent, the


                                     - 87 -
<PAGE>   89

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 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, the Issuing Bank or other Person against the
Administrative Agent, any Lender, the 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, the 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


                                     - 88 -
<PAGE>   90

Event of Default under Sections 9.1(a) or 9.1(b), each Lender, the Swing Line
Lender and the 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 the Issuing Bank arising under the Loan Documents, any
amount owing from such Lender, the Swing Line Lender or the 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 the 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 the Issuing Bank prior to the making, filing or
issuance of, service upon such Lender, the Swing Line Lender or the Issuing Bank
of, or notice to such Lender, the Swing Line Lender or the 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 the 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 the 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 the 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
Bank, such Lender, the Swing Line Lender or the 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 Bank 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


                                     - 89 -
<PAGE>   91

transactions contemplated thereby and that the principle that agreements are to
be construed against the party drafting the same shall be inapplicable.

         11.13.   Governing Law

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

         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 the 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 Bank 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.



                                     - 90 -
<PAGE>   92

         11.18.   Service of Process

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

         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, the 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, the 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 BANK, 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 BANK, THE
ADMINISTRATIVE AGENT, OR THE LENDERS, OR COUNSEL TO THE SWING LINE LENDER, THE
ISSUING BANK, THE ADMINISTRATIVE AGENT OR THE LENDERS, HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE SWING LINE LENDER, THE ISSUING BANK, 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 BANK, 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, the Swing Line Lender and the
Administrative Agent agrees (on behalf of itself and each of its affiliates,
directors, officers, employees and representatives) to use reasonable
precautions to keep confidential, in accordance with its customary procedures
for handling confidential information of the same nature, all non-public


                                     - 91 -
<PAGE>   93

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, the Issuing Bank, the Swing Line
Lender or the Administrative Agent, or (b) constitutes any financial statement,
financial projection or forecast, budget, compliance certificate, audit report,
management letter or accountants' certification delivered hereunder, provided,
however, that nothing herein shall limit the disclosure of any such information
(i) to the extent required by law, rule, regulation or judicial process,
provided that, unless prohibited by applicable law or court order, each Lender,
the 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 the 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, the 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
Bank, (v) in connection with any litigation or proceeding to which any one or
more of the Lenders, the Issuing Bank, 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 the 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 Bank, together with the Lenders and the Issuing
Banks under and as defined in the Existing 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 Existing 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 Existing
Credit Agreement and the Notes and Letters of Credit under and as defined in the
Existing 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 Existing 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



                                     - 92 -
<PAGE>   94

Substitute Note and the principal amount of the Fleet LC) equal to the Aggregate
Revolving Credit Commitment Amount under this Agreement at the time plus
$110,000,000 plus the principal amount of the Chase Platinum Substitute Note and
the principal amount of the Fleet LC, which DIP Facility will (i) refinance in
full all Loans and Letters of Credit under this Agreement, all Loans and Letters
of Credit under and as defined in the Existing Credit Agreement, and all
obligations under the Chase Platinum Substitute Note and the Fleet LC Agreement,
whereupon this Agreement, the Existing 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 Existing 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



                                     - 93 -
<PAGE>   95

relief is in effect, the Borrower may use cash collateral for three Business
Days for ordinary course purposes. The Lenders agree that any interim or final
order approving the DIP Facility may not constitute a determination as to any
third parties (specifically excluding the Borrower) regarding whether the
Lenders are entitled to receive postpetition interest, fees or administrative
status on refinanced prepetition indebtedness (except as otherwise provided in
such interim or final order and approved by the bankruptcy court). If (i) a
Title 11 case in respect of the Borrower is commenced less than 91 days after
the Liens under the Security Documents have been perfected with respect to the
obligations outstanding under the Existing Credit Agreement, the Chase Platinum
Substitute Note and the Fleet LC Agreement, (ii) no Loans or Letters of Credit
have been made or issued under this 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


                                     - 94 -
<PAGE>   96

failure to perform), the DIP Facility shall not have become effective and no
other Default or Event of Default shall exist and (ii) the Borrower shall not be
able to obtain an alternate debtor-in-possession credit facility on reasonable
terms in an amount not exceeding $100,000,000 (an "Alternate DIP Facility")
without priming the liens on the Collateral (including a Mortgage on each
Mortgaged Property listed on Part B of Schedule 1.1(m)) securing this Agreement,
the Existing 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 the
Existing Credit Agreement, the Chase Platinum Substitute Note and the Fleet LC
Agreement, provided that (A) this Agreement shall be immediately terminated and
all principal, interest, letter of credit obligations and other obligations
hereunder shall have been paid in full in cash and (B) the Existing Credit
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 Existing 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 Existing 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 Existing 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) and this Section 11.24 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) and Section 11.24(b) 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.



                                     - 95 -
<PAGE>   97

                  (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
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.

















                                     - 96 -
<PAGE>   98

                    BUILDING MATERIALS CORPORATION OF AMERICA
                                CREDIT AGREEMENT

                  IN WITNESS WHEREOF, the parties hereto have caused this 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 the 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


                            By:  /s/ Patrick A. Danielo
                                 --------------------------------------------
                            Name: Patrick A. Danielo
                            Title: Vice President
                                  -------------------------------------------


                            THE BANK OF NOVA SCOTIA


                            By:  /s/ Daniel A. Costigan
                                 --------------------------------------------
                            Name: Daniel A. Costigan
                            Title: Director
                                  -------------------------------------------
<PAGE>   99

                            BEAR STEARNS CORPORATE LENDING INC.


                            By:  /s/ Keith Barnish
                                 --------------------------------------------
                            Name: Keith Barnish
                            Title: Senior Managing Director
                                  -------------------------------------------















                                     - 2 -
<PAGE>   100

                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>
<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>

<PAGE>   101
<TABLE>
<CAPTION>
<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........................................................................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. Amendment to Existing 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. Other Documents.................................................................2


6. CONDITIONS OF LENDING - ALL LOANS AND LETTERS OF CREDIT.....................................2
         6.1. Compliance.......................................................................2
         6.2. Borrowing Request; Letter of Credit Request......................................2
         6.3. Minimum Cash Amount..............................................................2
         6.4. Loan Closings....................................................................2
</TABLE>


                                     - ii -
<PAGE>   102
<TABLE>
<CAPTION>
<S>                                                                                           <C>
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


10. THE ADMINISTRATIVE AGENT...................................................................2
         10.1. Appointment.....................................................................2
         10.2. Delegation of Duties............................................................2
</TABLE>

                                     - iii -
<PAGE>   103
<TABLE>
<CAPTION>
<S>                                                                                           <C>
         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. 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

</TABLE>

EXHIBITS
--------

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



                                     - iv -
<PAGE>   104

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









                                     - v -
<PAGE>   105


SCHEDULES
---------

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










                                     - vi -