Public Debt Rating		Applicable Margin for
S&P/Moodys		Eurodollar Rate Advances
Level 3 BBB+ or Baa1			0.350	%
Level 4 BBB or Baa2			0.425	%
Level 5 BBB- and Baa3			0.500	%
Level 6 Less than Level 5			0.550	%

          Applicable Percentage means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating		Applicable
S&P/Moodys		Percentage
Level 1 A or A2 or above			0.075	%
Level 2 A- or A3 or above			0.080	%
Level 3 BBB+ or Baa1			0.100	%
Level 4 BBB or Baa2			0.125	%
Level 5 BBB- and Baa3			0.150	%
Level 6 Less than Level 5			0.200	%

          Applicable Stamping Fee means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating		Applicable
S&P/Moodys		Stamping Fee
Level 1 A or A2 or above			0.175	%
Level 2 A- or A3 or above			0.270	%
Level 3 BBB+ or Baa1			0.350	%
Level 4 BBB or Baa2			0.425	%
Level 5 BBB- and Baa3			0.500	%
Level 6 Less than Level 5			0.550	%

          Applicable Utilization Fee means, as of any date that the aggregate Advances exceed 50% of the aggregate Commitments, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating		Applicable
S&P/Moodys		Utilization Fee
Level 1 A or A2 or above			0.075	%
Level 2 A- or A3 or above			0.100	%
Level 3 BBB+ or Baa1			0.100	%
Level 4 BBB or Baa2			0.100	%
Level 5 BBB- and Baa3			0.100	%
Level 6 Less than Level 5			0.250	%

          Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

          Assuming Lender has the meaning specified in Section 2.20(d).

          Assumption Agreement has the meaning specified in Section 2.20(d)(ii).

          BA Advance means the acceptance of a Draft or the purchase of a Bankers Acceptance or Acceptance Note by a Lender for the account of Lafarge Canada.

          BA Lending Office means, in the case of each Lender, the office of such Lender set forth as its BA Lending Office opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender or such other office of such Lender in Canada as such Lender may from time to time specify to Lafarge Canada and the Agent for such purpose.

          BA Rate means, for all Bankers Acceptances or Acceptance Notes comprising part of the same Drawing to be purchased by (a) a Canadian Lender named on Schedule I to the Bank Act (Canada), the average rate (calculated on an annual basis of a year of 365 days and rounded up to the nearest multiple of 1/4 of 1%, if such average is not such a multiple) for Canadian Dollar Bankers Acceptances having a comparable term that appears on the Reuters Screen CDOR Page (or such other page as is a replacement page for such bankers acceptances) at 10:00 A.M. (Toronto time) or, if such rate is not available at such time, the BA Rate in respect of such Bankers Acceptances shall be the arithmetic average of the discount rates (calculated on an annual basis of a year of 365 days) and rounded up to the nearest multiple of 1/4 of 1%, if such average is not such a multiple, quoted by each Canadian Reference Lender at 9:30 a.m. (Toronto time) on the date of such Drawing as the discount rate at which such Reference Lender would purchase, on such date, its own bankers acceptances having an aggregate Face Amount equal to and with a term to maturity the same as the Bankers Acceptances or Acceptance Notes to be acquired by such Lender as part of such Drawing, or (b) a Canadian Lender other than a Canadian Lender named on Schedule I to the Bank Act (Canada), the lesser of (i) the rate advised by such Canadian Lender to the Agent as being the discount rate of such Canadian Lender (calculated on an annual basis of a year of 365 days) at 10:00 A.M. (Toronto time) on the applicable purchase date for bankers acceptances of such Canadian Lender having a comparable face amount and identical maturity date to the face amount and maturity date of such Bankers Acceptance or Acceptance Note, and (ii) the rate determined by the Agent in accordance with (a) above plus 0.10% per annum.

          Bankers Acceptance has the meaning specified in Section 2.01(c).

          Bankruptcy Law means any proceeding of the type referred to in Section 6.01(e) of this Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

          Base Rate means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

               (a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibanks base rate;

               (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) ¹/2 of 1% per annum, plus (ii) the rate obtained by dividing (A) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average (adjusted to the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three New York certificate of deposit dealers of recognized standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for Citibank with respect to liabilities consisting of or including (among other liabilities) three-month US Dollar non-personal time deposits in the United States, plus (iii) the average during such three-week period of the annual assessment rates estimated by Citibank for determining the then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring US Dollar deposits of Citibank in the United States; and

               (c) ¹/2 of one percent per annum above the Federal Funds Rate.

          Base Rate Advance means a Revolving Credit Advance denominated in US Dollars that bears interest as provided in Section 2.08(a)(i).

          Borrower means each Initial Borrower and each Designated Subsidiary that shall become a party to this Agreement pursuant to Section 10.08.

          Borrowing means a Revolving Credit Borrowing, a Canadian Borrowing or a Competitive Bid Borrowing.

          Business Day means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances or LIBO Rate Advances, on which dealings are carried on in the London interbank market; and if the applicable Business Day relates to a Canadian Advance, on which banks are open for business in Toronto, Ontario, Canada.

          Canadian Advance means an advance under the Canadian Facility made in Canadian Dollars to Lafarge Canada or the acceptance of a Draft or purchase of a Bankers Acceptance or Acceptance Note by a Lender for the account of Lafarge Canada as part of a Canadian Borrowing and refers to a Canadian Prime Rate Advance or a BA Advance (each of which shall be a Type of Canadian Advance).

          Canadian Borrowing means a borrowing consisting of simultaneous Canadian Advances made by the Canadian Lenders pursuant to Section 2.01(b) or (c).

          Canadian Commitment means, with respect to any Canadian Lender at any time, the US Dollar amount set forth opposite such Lenders name on Schedule I hereto under the caption Canadian Commitment or, if such Lender has entered into one or more Assignment and Acceptances, the US Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 10.07(d) as

such Lenders Canadian Commitment, as such amount may be reduced at or prior to such time pursuant to Section 2.06.

          Canadian Dollars and the CN$ sign each means the lawful currency of Canada.

          Canadian Domestic Lending Office means, with respect to any Canadian Lender, the office of such Lender specified as its Canadian Domestic Lending Office opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, as the case may be, or such other office of such Lender in Canada as such Lender may from time to time specify to Lafarge Canada and the Agent.

          Canadian Facility means, at any time, the aggregate amount of the Canadian Commitments at such time.

          Canadian Guarantor means the Company and each Subsidiary of Lafarge Canada that shall be required to become a party to this Agreement pursuant to Section 5.01(l).

          Canadian Interbank Rate means the interest rate, expressed as a percentage per annum, which is customarily used by the Agent when calculating interest due by it or owing to it from or in connection with correction of errors between it and other Canadian chartered banks.

          Canadian Lender means any Lender that has (together with its Affiliates) a Canadian Commitment and a Revolving Credit Commitment.

          Canadian Note means a promissory note of Lafarge Canada payable to the order of any Canadian Lender, delivered pursuant to a request made under Section 2.18, in substantially the form of Exhibit A-3 hereto, evidencing the aggregate indebtedness of Lafarge Canada to such Lender resulting from the Canadian Advances made by such Lender to Lafarge Canada.

          Canadian Prime Rate means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

               (a) the average of the prime commercial lending rates of the Canadian Reference Lenders that publicly announce their prime commercial lending rate from time to time for commercial loans made by such Canadian Reference Lenders in Canadian Dollars in Canada; and

               (b) 1/2 of 1% per annum above the rate quoted for 30-day Canadian Dollar bankers acceptances that appears on the Reuters Screen CDOR Page (or any replacement page) as of 10:00 a.m. (Toronto time) on the date of determination.

          Canadian Prime Rate Advance means a Canadian Advance that bears interest as provided in Section 2.08(a)(ii).

          Canadian Reference Lenders means Citibank Canada, Bank of Montreal and The Bank of Nova Scotia; provided that, if any of the foregoing shall cease to be a Lender, the term Canadian Reference Lenders shall no longer include such Lender and shall thereafter include such Lender as the Agent shall designate as a replacement Canadian Reference Lender, which designation shall be made with the consent of such replacement Canadian Reference Lender and Lafarge Canada, which consent shall not be unreasonably withheld or delayed and provided, further, that if any Lenders are banks set forth in Schedule I of the Bank Act (Canada), at least one of the Canadian Reference Lenders will be such a Schedule I bank.

          Cash Collateral Account means a cash collateral account to be established and maintained by the Agent, over which the Agent shall have sole dominion and control, upon terms as may be satisfactory to the Agent.

          Citibank Canada means Citibank, N.A., Canadian Branch.

          Commitment means a Revolving Credit Commitment or a Canadian Commitment.

          Commitment Date has the meaning specified in Section 2.20(b).

          Commitment Increase has the meaning specified in Section 2.20(a).

          Committed Advance means a Revolving Credit Advance or a Canadian Advance.

          Committed Borrowing means a Revolving Credit Borrowing or a Canadian Borrowing.

          Competitive Bid Advance means an advance by a Lender to any US Borrower as part of a Competitive Bid Borrowing resulting from the competitive bidding procedure described in Section 2.03 and refers to a Fixed Rate Advance or a LIBO Rate Advance.

          Competitive Bid Borrowing means a borrowing consisting of simultaneous Competitive Bid Advances from each of the Lenders whose offer to make one or more Competitive Bid Advances as part of such borrowing has been accepted under the competitive bidding procedure described in Section 2.03.

          Competitive Bid Note means a promissory note of a US Borrower payable to the order of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of such US Borrower to such Lender resulting from a Competitive Bid Advance made by such Lender.

          Confidential Information means confidential or proprietary information that any Borrower furnishes to the Agent or any Lender, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Agent or such Lender from a source other than any Borrower that, to the knowledge of the Agent or such Lender, is subject to a confidentiality arrangement with such Borrower.

          Consolidated refers to the consolidation of accounts in accordance with GAAP.

          Convert, Conversion and Converted each refers to a conversion of Revolving Credit Advances of one Type into Revolving Credit Advances of the other Type pursuant to Section 2.09 or 2.10.

          Debt of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Persons business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (e) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (f) all Synthetic Lease Liabilities of such Person, (g) all Invested Amounts, (h) all Debt of others referred to in clauses (a) through (f) above or clause (h) below guaranteed by such Person, or in effect guaranteed by such Person and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt, which Debt, in the case of this clause (i) shall be deemed not to exceed the fair market value of such encumbered property.

          Default means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

          Designated Subsidiary means any Subsidiary designated after the date of this Agreement for borrowing privileges hereunder pursuant to Section 10.08.

          Designation Letter means a letter entered into by a Designated Subsidiary, the Company and the Agent, in substantially the form of Exhibit E hereto, pursuant to which such Designated Subsidiary shall become a Borrower hereunder in accordance with Section 10.08.

          Disclosed Litigation has the meaning specified in Section 3.01(b).

          Domestic Lending Office means, with respect to any Lender, the office of such Lender specified as its Domestic Lending Office opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Company and the Agent.

          Draft means a blank bill of exchange, within the meaning of the Bills of Exchange Act (Canada), drawn by Lafarge Canada on any Canadian Lender, in substantially the form of Exhibit A-4, and which, except as otherwise provided herein, has not been completed or accepted by such Lender.

          Drawing means the simultaneous acceptance of Drafts and purchase of Bankers Acceptances or Acceptance Notes by the Canadian Lenders, in accordance with Section 2.04(a).

          Drawing Fee means, with respect to each Bankers Acceptance or Acceptance Note, an amount equal to (a) the Applicable Stamping Fee in effect on the date of the Drawing or renewal, as the case may be, of such Bankers Acceptance or Acceptance Note, provided that at any time that Default Interest is required to be paid under Section 2.08(b), the Applicable Stamping Fee shall be increased by 2% per annum multiplied by (b) the Face Amount of such Bankers Acceptance or Acceptance Note, calculated on the basis of the term to maturity of such Bankers Acceptance or Acceptance Note and a year of 365 days.

          Drawing Purchase Price means, with respect to each Bankers Acceptance or Acceptance Note to be purchased and/or accepted by any Canadian Lender at any time, the amount (adjusted to the nearest whole cent or, if there is no nearest whole cent, the next higher whole cent) obtained by dividing (i) the aggregate Face Amount of such Bankers Acceptance or Acceptance Note, by (ii) the sum of (A) one and (B) the product of (1) the BA Rate in effect at such time (expressed as a decimal fraction) multiplied by (2) a fraction the numerator of which is the number of days in the term to maturity of such Bankers Acceptance or Acceptance Note and the denominator of which is 365 days.