1078706--3/28/2008--BUILDING_MATERIALS_CORP_OF

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Risks Related to Investing in our Securities We may be forced to contribute assets to our indirect parent to satisfy its bankruptcy creditors, potentially rendering us unable to pay principal and interest on our credit obligations. There will be a change of control if our outstanding common stock is liquidated as a result of our parent company's bankruptcy. If a change of control occurs, we may be unable to satisfy our obligations under our Senior Secured Credit Facilities, our Senior Notes or other debt instruments. Our substantial leverage could impair our ability to fulfill our obligations under our existing debt and restrict our future operations. Our substantial leverage could have additional important consequences to our business including: The value of the collateral securing the Senior Secured Credit Facilities and the Senior Notes may not be sufficient to satisfy our obligations on the Senior Secured Credit Facilities and the Senior Notes and the collateral securing the Senior Secured Credit Facilities and the Senior Notes may be diluted or reduced under certain circumstances. The collateral securing our Senior Notes may be subject to the exclusive control of the lenders under our Senior Secured Revolving Credit Facility and the value of such collateral may therefore not be available to our noteholders. Our creditors' ability to foreclose upon and sell the collateral is limited by applicable bankruptcy laws and the value of such collateral may therefore not be available to our noteholders. Our parent corporations are dependent upon our cash flow to satisfy their obligations, including asbestos-related and tax liabilities, and they could cause us to make distributions to them that would reduce our liquidity or result in a change of control. We could be held liable for Federal income tax liabilities of the G-I Holdings consolidated group. Federal and state statutes allow courts, under specific circumstances, to void the subsidiary guarantees and the liens securing the subsidiary guarantees. Restrictive covenants in our Senior Secured Credit Facilities and the indenture governing our 2014 Notes may prevent us from pursuing business activities that could otherwise improve our results of operations. Risks Related to our Business Changes in economic conditions may adversely affect our results of operations. Increased raw material, energy costs and transportation costs or shortages of raw materials could reduce our profitability. We face significant competition in the markets we serve. The loss of one or two large customers could weaken our business and results of operations. Variations in extreme weather conditions can increase or decrease demand for our products and could have a significant affect on our results of operations. Higher interest rates could affect our borrowing costs. Increases in labor union organizing activity and work stoppages at our facilities or the facilities of our suppliers could weaken our financial performance. We are dependent on certain key personnel, the loss of whom could weaken our financial performance and prospects. Environmental laws and regulations could subject us to significant future liabilities. Our controlling stockholder has the ability to elect our entire Board of Directors and can control the outcome of any matter submitted to our stockholders.

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1078706--3/28/2008--BUILDING_MATERIALS_CORP_OF_AMERICA