EXECUTION COPY
11 3/4% Senior Deferred Coupon Notes due 2004
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FIRST SUPPLEMENTAL INDENTURE
dated as of November 30, 1998
to
INDENTURE
dated as of June 30, 1994
between
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BUILDING MATERIALS CORPORATION OF AMERICA,
as Issuer
and
THE BANK OF NEW YORK,
as Trustee
This FIRST SUPPLEMENTAL INDENTURE to the Indenture (as defined below)
(the "First Supplemental Indenture") is dated as of November 30, 1998, is made
by and between BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation
(the "Company"), having its principal office at 0000 Xxxx Xxxx, Xxxxx, Xxx
Xxxxxx 00000, and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "Trustee"), and amends the Indenture, dated as of June 30, 1994,
between the Company and the Trustee (the "Indenture"), relating to the 11-3/4%
Senior Deferred Coupon Notes due 2004 of the Company.
R E C I T A L S:
A. Pursuant to the Indenture, the Company issued $310,000,000 in
aggregate principal amount at maturity of its 11-3/4% Senior Deferred Coupon
Notes due 2004 (the "Securities").
B. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
C. Section 9.02 of the Indenture provides that the Company, when
authorized by resolution of its Board of Directors, and the Trustee, upon the
written consent of the holders of a majority in aggregate principal amount of
Securities then outstanding (a "Majority Consent"), may amend or supplement the
Securities and the Indenture, as set forth below.
NOW, THEREFORE, it is hereby agreed as follows:
1. Pursuant to Section 9.02 of the Indenture, and subject to
Paragraph 5 below, the Indenture is hereby amended as follows:
The definition of "Consolidated Net Income (Loss)"
set forth in Section 1.01 of the Indenture is amended by
adding the following sentence to the end of such definition:
"In determining Consolidated Net Income (Loss), gains
or losses resulting from the early retirement,
extinguishment or refinancing of indebtedness for
money borrowed, including any fees and expenses
associated therewith, shall be deducted or added
back, respectively."
2. Confirmation. This First Supplemental Indenture and the
Indenture shall henceforth be read together. Except as
expressly set forth herein, the Indenture shall remain
unchanged and is in all respects confirmed and preserved.
3. Counterparts. This First Supplemental Indenture may be
executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
instrument.
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4. Effectiveness of Amendment. The amendment to the Indenture set
forth in Paragraph 1 of this First Supplemental Indenture
shall become effective upon (i) the execution of this First
Supplemental Indenture and (ii) the receipt of the Majority
Consent.
5. Governing Law. This First Supplemental Indenture shall be
governed by the laws of the State of New York without regard
to the principles of conflicts of laws.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto caused this First Supplemental
Indenture to be signed and acknowledged by their respective officers thereunto
duly authorized as of the day and year first-above written.
BUILDING MATERIALS CORPORATION OF
AMERICA, as Issuer
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President and Treasurer
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Vice President
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