EXECUTION COPY

                                                                   EXHIBIT 10.27




                 BMCA - Amended and Restated Security Agreement

                     AMENDED AND RESTATED SECURITY AGREEMENT

                                  by and among

                   BUILDING MATERIALS CORPORATION OF AMERICA,

                  AND EACH OF THE OTHER GRANTORS A PARTY HERETO

                                       and

                       CITIBANK, N.A., AS COLLATERAL AGENT

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

                            DATED AS OF July 9, 2003

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                               TABLE OF CONTENTS

                                                                            Page

SECTION 1.        DEFINITIONS; GRANT OF SECURITY...............................3
     1.1      General Definitions..............................................3
     1.2      Definitions; Interpretation.....................................15
     1.3      Grant of Security...............................................15
     1.4      Ranking of Obligations..........................................17
     1.5      Certain Limited Exclusions......................................17
     1.6      Power of Attorney to BMCA.......................................17

SECTION 2.        SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE............18
     2.1      Security for Obligations........................................18
     2.2      Grantors Remain Liable..........................................18

SECTION 3.        REPRESENTATIONS AND WARRANTIES AND COVENANTS................19
     3.1      Generally.......................................................19
     3.2      Equipment and Inventory.........................................21
     3.3      Receivables.....................................................22
     3.4      Investment Related Property; Cash Collateral Account............24
     3.5      Letter of Credit Rights.........................................31
     3.6      Intellectual Property Collateral................................31

SECTION 4.        ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES;
                  ADDITIONAL GRANTORS.........................................35
     4.1      Access; Right of Inspection.....................................35
     4.2      Further Assurances..............................................35
     4.3      Additional Grantors.............................................37

SECTION 5.        COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.................37
     5.1      Power of Attorney...............................................37
     5.2      No Duty on the Part of Collateral Agent or Secured Parties......38

SECTION 6.        REMEDIES....................................................38
     6.1      Generally.......................................................38
     6.2      Investment Related Property.....................................40
     6.3      Intellectual Property Collateral................................40
     6.4      Cash Proceeds...................................................42
     6.5      Application of Proceeds.........................................43

SECTION 7.        AGENTS......................................................43

SECTION 8.        CONTINUING SECURITY INTEREST................................43

SECTION 9.        STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM..............43

SECTION 10.       INDEMNITY AND EXPENSES......................................44

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SECTION 11.       NOTICES.....................................................44

SECTION 12.       BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS..............44

SECTION 13.       SURVIVAL OF AGREEMENT; SEVERABILITY.........................45

SECTION 14.       AMENDMENTS..................................................45

SECTION 15.       GOVERNING LAW...............................................45

SECTION 16.       COUNTERPARTS................................................45

SECTION 17.       HEADINGS....................................................45

SECTION 18.       JURISDICTION; CONSENT TO SERVICE OF PROCESS.................46

SECTION 19.       THE MORTGAGES...............................................46

SECTION 20.       WAIVER OF JURY TRIAL........................................47

SCHEDULES

Schedule 1.1(q)  -  Qualified Depositary Institutions
Schedule 3.1(A)  -  Name, Chief Executive Office, Principal Place of Business
Schedule 3.1(B)  -  Jurisdiction of Organization
Schedule 3.1(C)  -  Other Names
Schedule 3.1(D)  -  Financing Statements
Schedule 3.2     -  Location of Equipment and Inventory
Schedule 3.4     -  Investment - Related Property
Schedule 3.5     -  Description of Material Letters of Credit
Schedule 3.6     -  Intellectual Property

EXHIBITS

Exhibit A        -  Form of Pledge Supplement
Exhibit B        -  Form of Uncertified Securities Control Agreement
Exhibit C        -  Form of Securities Account Control Agreement
Exhibit D        -  Form of Depositary Control Agreement
Exhibit E        -  Form of Security Agreement Supplement

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                               SECURITY AGREEMENT

                  AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"),
dated as of July 9, 2003, by and among BUILDING MATERIALS CORPORATION OF
AMERICA, a Delaware corporation ("BMCA" or the "Borrower"), each other Grantor
(as defined in Recital E), whether as an original signatory hereto or as an
Additional Grantor (as defined herein) and CITIBANK, N.A., a national banking
association, as Collateral Agent (in such capacity, together with any permitted
successors and assigns, the "Collateral Agent") under the Collateral Agent
Agreement (as defined in Recital D).

                                    RECITALS

(A) Reference is made to the Security Agreement (the "2000 Security Agreement"),
dated as of December 22, 2000 by and among BMCA, each of the grantors referred
to therein, and The Bank of New York, as Collateral Agent thereunder.

(B) Reference is also made to:

         (i)      the Indenture, dated as of December 9, 1996, between BMCA and
The Bank of New York, as trustee (the "2006 Trustee"), pursuant to which 8 5/8%
senior notes due 2006 were issued, as supplemented by Supplements dated as of
January 1, 1999 and December 4, 2000 (the "2006 Indenture"),

         (ii)     the Indenture, dated as of October 20, 1997, between BMCA and
The Bank of New York, as trustee (the "2007 Trustee"), pursuant to which 8%
senior notes due 2007 were issued, as supplemented by Supplements dated as of
January 1, 1999 and December 4, 2000 (the "2007 Indenture"),

         (iii)    the Indenture, dated as of July 17, 1998, between BMCA and The
Bank of New York, as trustee (the "2005 Trustee"), pursuant to which 7.75%
senior notes due 2005 were issued, as supplemented by Supplements dated as of
January 1, 1999 and December 4, 2000 (the "2005 Indenture"),

         (iv)     the Indenture, dated as of December 3, 1998, between BMCA and
The Bank of New York, as trustee (the "2008 Trustee"), pursuant to which 8.00%
senior notes due 2008 were issued, as supplemented by Supplements dated as of
January 1, 1999 and December 4, 2000 (the "2008 Indenture"), and

         (v)      the Indenture, dated as of July 5, 2000, between BMCA and The
Bank of New York, as trustee (the "2002 Trustee", and collectively with the 2006
Trustee, the 2007 Trustee, the 2005 Trustee and the 2008 Trustee, the "Senior
Note Trustees"), pursuant to which the 10.50% senior notes due 2002 were issued,
as supplemented by a Supplement, dated as of December 4, 2000 (the "2002
Indenture", and collectively with the 2006 Indenture, the 2007 Indenture, the
2005 Indenture and the 2008 Indenture, the "Senior Note Indentures"). Payment of
each Senior Note issued under each Senior Note Indenture is guaranteed by
certain Subsidiaries of BMCA (each, a "Senior Note Guarantor") pursuant to
Guaranties ("Senior Note Guaranties") executed in connection therewith or
thereafter with respect thereto. The senior notes issued pursuant to the

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Senior Note Indentures (the "Senior Notes") are and will be, from time to time,
held by various holders (collectively, the "Noteholders").

(C) Reference is further made to the Credit Agreement, dated as of July 9, 2003
(as such agreement may be amended, amended and restated, modified, refinanced in
full, replaced or otherwise supplemented, the "2003 Credit Agreement"), among
BMCA, the lenders from time to time party thereto (each, together with any
lender under any credit agreement which amends and restates, replaces or
refinances in full the 2003 Credit Agreement, a "2003 Lender" and, collectively,
the "2003 Lenders"), Citicorp USA, Inc. ("CUSA"), as Administrative Agent (in
such capacity, together with any successors and assigns and any administrative
agent under any credit facility which amends and restates, replaces or
refinances in full the 2003 Credit Agreement, the "2003 Administrative Agent"),
Initial Issuing Bank, Initial Swing Line Bank and Collateral Monitoring Agent,
Citigroup Global Markets Inc., as Lead Arranger and Bank Manager, Deutsche Bank
Securities, Inc., as Syndication Agent, and The CIT Group/Business Credit, Inc.,
Congress Financial Corporation, and JPMorgan Chase Bank, as Co-Documentation
Agents, under which the 2003 Lenders have agreed to make or participate in the
making of revolving credit loans and swing line loans (collectively, together
with any loans under any credit agreement which amends and restates, replaces or
refinances in full the 2003 Credit Agreement, the "2003 Loans") to the Borrower
upon the terms and subject to the conditions specified in the 2003 Credit
Agreement. In addition, the Issuing Bank has agreed to issue Letters of Credit
(together with any letters of credit issued under any credit agreement which
amends and restates, replaces or refinances in full the 2003 Credit Agreement,
the "2003 Letters of Credit ") for the account of the Borrower, and the 2003
Lenders have agreed to participate therein, upon the terms and subject to the
conditions specified in the 2003 Credit Agreement. Certain Subsidiaries of the
Borrower (the "2003 Guarantors") have guaranteed the payment of the obligations
of the Borrower under the 2003 Credit Agreement, including the 2003 Loans and
the 2003 Letters of Credit, pursuant to a Subsidiary Guaranty (as defined in the
2003 Credit Agreement) or supplements to such subsidiary guaranty executed and
delivered in connection with the 2003 Credit Agreement, or thereafter with
respect thereto (collectively, as the same may be amended, amended and restated,
modified, replaced or otherwise supplemented, the "2003 Guaranties").

(D) Reference is also made to the Amended and Restated Collateral Agent
Agreement, dated as of July 9, 2003 (as such agreement may be amended, amended
and restated, modified or otherwise supplemented, the "Collateral Agent
Agreement"), among the Grantors (as defined in Recital E), the 2003
Administrative Agent, the Senior Note Trustees and Citibank, N.A., as collateral
agent for the benefit of the Secured Parties (in such capacity, the "Collateral
Agent").

(E) In consideration for the execution and delivery of: the 2003 Credit
Agreement by the 2003 Administrative Agent and the 2003 Lenders, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Borrower, the 2003 Guarantors, the Senior Note Guarantors and
each other Subsidiary of the Borrower that shall become a signatory hereto
(individually, a "Grantor" and, collectively, the "Grantors") and the Collateral
Agent, for itself and for the benefit of each other Secured Party, agree to
amend and restate the 2000 Security Agreement as follows:


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                  SECTION 1.  DEFINITIONS; GRANT OF SECURITY.

                  1.1 GENERAL DEFINITIONS. In this Agreement, the following
terms shall have the following meanings:

                  "Account Debtor": each Person who is obligated on a Receivable
or any Supporting Obligation related thereto.

                  "Accounts": all "accounts" as defined in the UCC.

                  "Acceleration Default": (i) with respect to the 2003 Lenders,
a 2003 Credit Agreement Event of Default has occurred and, as a result thereof,
there has been an acceleration of the 2003 Obligations and (ii) with respect to
the Noteholders, a Senior Note Event of Default has occurred and, as a result
thereof, there has been an acceleration of the majority principal amount of
Senior Notes issued under any Senior Note Indenture.

                  "ACH Obligations" means any and all obligations of the
Borrower or any of its Subsidiaries owing to Citibank, N.A., any of the 2003
Lenders, or any of their respective Affiliates under any treasury management
services agreement, any service terms or any service agreements, including
electronic payments service terms and/or automated clearing house agreements,
and all overdrafts on any account which the Borrower or any of its Subsidiaries
maintains with Citibank, N.A., any of the 2003 Lenders, or any of their
respective Affiliates.

                  "Actionable Default": (i) with respect to the 2003 Lenders, a
2003 Credit Agreement Event of Default has occurred and is continuing and (ii)
with respect to the Noteholders, a Senior Note Event of Default has occurred and
is continuing under any of the Senior Note Indentures.

                  "Additional Grantor": as defined in Section 4.3.

                  "Affiliate": with respect to any Person, any other Person
which directly or indirectly controls, is controlled by or is under common
control with such Person.

                  "Assigned Agreements": all agreements and contracts to which a
Grantor is a party as of the date hereof, or to which such Grantor becomes a
party after the date hereof.

                  "Borrower Obligations": (i) the due and punctual payment of
(a) the principal of and premium, if any, and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) of the Loans, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise, and (b) all other
monetary obligations, including amounts due in respect of 2003 Letters of
Credit, fees, commissions, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrower to any of the Secured Parties, or
that are otherwise payable to any Credit Party, under any Credit Document to
which the Borrower is a party, (ii) the due and punctual performance of all
covenants, agreements, obligations and liabilities of the Borrower

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under or pursuant to each Credit Document, Debt Instrument or Security Document,
and (iii) unless otherwise agreed upon in writing by the applicable Lender party
thereto, all obligations of the Borrower, monetary or otherwise, under each
Hedge Agreement entered into with a counterparty that was a Lender (or an
Affiliate thereof) at the time such Hedge Agreement was entered into.

                  "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": defined in Section 3.4(d)(i) which
definition shall include any sub accounts created thereunder.

                  "Cash Equivalents": as defined in the 2003 Credit Agreement.

                  "Cash Management System": defined in Section 3.4 (d)(iii).

                  "Cash Proceeds": defined in Section 6.4.

                  "Chattel Paper": all "chattel paper" as defined in the UCC.

                  "Collateral": defined in Section 1.3.

                  "Collateral Agent": defined in Recital D.

                  "Collateral Agent Agreement": defined in Recital D.

                  "Collateral Agreement Collateral": defined in Section 4.2(a)
of the Collateral Agent Agreement.

                  "Collateral Documents": this Agreement, the Mortgages and any
documents executed and delivered in connection with any thereof in order to
grant to the Collateral Agent a Lien for the benefit of the Secured Parties.

                  "Collateral Records": books, records, ledger cards, files,
correspondence, customer lists, blueprints, technical specifications, manuals,
computer software, computer printouts, tapes, disks and related data processing
software and similar items that at any time evidence or contain information
relating to any of the Collateral or are otherwise necessary or helpful in the
collection thereof or realization thereupon.

                  "Collateral Support": all property (real or personal)
assigned, hypothecated or otherwise securing any Collateral and shall include
any security agreement or other agreement granting a lien or security interest
in such real or personal property.

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                  "Commercial Tort Claims": all "commercial tort claims", as
defined in Section 9-102 of the UCC.

                  "Commodities Accounts": (i): all "commodity accounts" as
defined in Article 9 of the UCC and (ii) shall include, without limitation, all
of the accounts listed on Schedule 3.4 under the heading "Commodities Accounts".

                  "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
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.

                  "Controlled Foreign Corporation": defined in Section 1.4.

                  "Copyright Licenses": any and all agreements providing for the
granting of any right in or to Copyrights (whether such Grantor is licensee or
licensor thereunder) including, without limitation, each agreement referred to
in Schedule 3.6(B).

                  "Copyrights": all United States, state and foreign copyrights,
all mask works fixed in semi-conductor chip products (as defined under 17 U.S.C.
901 of the U.S. Copyright Act), whether registered or unregistered, now or
hereafter in force throughout the world, all registrations and applications
therefor including, without limitation, the applications referred to in Schedule
3.6(A), all rights corresponding thereto throughout the world, all extensions
and renewals of any thereof, the right to sue for past, present and future
infringements of any of the foregoing, and all proceeds of the foregoing,
including, without limitation, licenses, royalties, income, payments, claims,
damages, and proceeds of suit.

                  "Credit Documents": the 2003 Credit Agreement, the Notes (as
such term is defined in the 2003 Credit Agreement), the other Loan Documents (as
such term is defined in the

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2003 Credit Agreement), each Senior Note Indenture and all other agreements,
instruments and documents executed or delivered in connection therewith.

                  "Credit Exposure" means, with respect to any 2003 Lender at
any time, the sum at such time of (i) the aggregate outstanding principal amount
of such 2003 Lender's Advances and (ii) such Lender's Unused Revolving Credit
Commitment.

                  "Credit Party": the 2003 Administrative Agent, the Collateral
Monitoring Agent (as such term is defined in the 2003 Credit Agreement), each
Senior Note Trustee, each Lender or the Issuing Bank (as such term is defined in
the 2003 Credit Agreement), as the case may be.

                  "Debt Instrument": any promissory note or other instrument,
document or agreement evidencing any Secured Debt.

                  "Default": an Actionable Default or an Acceleration Default.

                  "Deposit Accounts": (i) all "deposit accounts" as defined in
Article 9 of the UCC and (ii) shall include, without limitation, all of the
accounts listed on Schedule 3.4 under the heading "Deposit Accounts".

                  "Depositary Control Agreement": an agreement among the 2003
Administrative Agent or a Senior Note Trustee, as applicable, a Qualified
Depositary Institution and the Collateral Agent, substantially in the form of
Exhibit D with such changes as shall be agreed upon by the parties thereto.

                  "Disbursement Account": defined in Section 3.4 (d)(iv).

                  "Disbursement Account No. 1": defined in Section 3.4 (d)(iv).

                  "Disbursement Account No. 2": defined in Section 3.4 (d)(iv).

                  "Documents": all "documents" as defined in the UCC.

                  "Equipment": (i) all "equipment" as defined in the UCC, (ii)
all machinery, manufacturing equipment, data processing equipment, computers,
office equipment, furnishings, furniture, appliances, fixtures and tools (in
each case, regardless of whether characterized as equipment under the UCC) and
(iii) all accessions or additions thereto, all parts thereof, whether or not at
any time of determination incorporated or installed therein or attached thereto,
and all replacements therefor, wherever located, now or hereafter existing,
including any fixtures.

                  "GAAP": United States generally accepted accounting principles
in effect at the applicable date.

                  "General Intangibles": (i) all "general intangibles" as
defined in the UCC and (ii) shall include, without limitation, all interest rate
or currency protection or hedging arrangements, all tax refunds, all licenses,
permits, concessions and authorizations, all Assigned Agreements, all
Intellectual Property and all Payment Intangibles (in each case, regardless of
whether characterized as general intangibles under the UCC).

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                  "Goods": (i) all "goods" as defined in the UCC and (ii) shall
include, without limitation, all Inventory and Equipment and any computer
program embedded in the goods and any supporting information provided in
connection with such program if (x) the program is associated with the goods in
such a manner that is customarily considered part of the goods or (y) by
becoming the owner of the goods, a Person acquires a right to use the program in
connection with the goods (in each case, regardless of whether characterized as
goods under the UCC).

                  "Grantor":  defined in Recital E.

                  "Guaranties": the 2003 Guaranties or the Senior Note
Guaranties, as the case may be.

                  "Guarantor": a 2003 Guarantor or a Senior Note Guarantor, as
the case may be.

                  "Guarantor Obligations": the obligations of each Guarantor
under each Guaranty to which it is a party.

                  "Hedge Obligations": all obligations of the Borrower and its
Subsidiaries under the Hedge Agreements entered into with a counterparty that
was a Lender (or an Affiliate thereof) at the time such Hedge Agreement was
entered into.

                  "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.

                  "Indemnitee": the Collateral Agent, and its officers,
partners, directors, trustees, employees, agents and affiliates.

                  "Indenture Supplements": defined in Recital E.

                  "Instruments": all "instruments" as defined in the UCC.

                  "Insurance": (i) all insurance policies covering any or all of
the Collateral (regardless of whether the Collateral Agent is the loss payee
thereof) and (ii) any key man life insurance policies.

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                  "Intellectual Property": collectively, the Copyrights, the
Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the
Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

                  "Inventory": (i) all "inventory" as defined in the UCC and
(ii) all goods held for sale or lease or to be furnished under contracts of
service or so leased or furnished, all raw materials, work in process, finished
goods, and materials used or consumed in the manufacture, packing, shipping,
advertising, selling, leasing, furnishing or production of such inventory or
otherwise used or consumed in a Grantor's business; all goods in which such
Grantor has an interest in mass or a joint or other interest or right of any
kind; all goods which are returned to or repossessed by such Grantor, and all
computer programs embedded in any goods and all accessions thereto and products
thereof (in each case, regardless of whether characterized as inventory under
the UCC).

                  "Investment Related Property": (i) all "investment property"
(as such term is defined in the UCC) and (ii) all of the following (regardless
of whether classified as investment property under the UCC): all Pledged Equity
Interests, Pledged Debt, Securities Accounts, Commodities Accounts, Deposit
Accounts and certificates of deposit.

                  "Junior Obligations": the Senior Note Obligations.

                  "Lender": a 2003 Lender or the holder of a Senior Note, as the
case may be.

                  "Letter of Credit Right": all "letter of credit rights" as
defined in the UCC.

                  "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.

                  "Loans":  2003 Loans or Senior Notes, as the case may be.

                  "Material Adverse Change": a material adverse change in (i)
the financial condition, operations, business, prospects or Property of (A) BMCA
or (B) BMCA and its Subsidiaries taken as a whole (which in the case of clauses
(A) and (B) shall exclude any such material adverse change as may arise solely
and directly as a result of the Disclosed Litigation related to or arising out
of the alleged asbestos liabilities of the Borrower), (ii) the ability of a
Grantor to perform any of its obligations under the Security Documents to which
it is a party or (iii) the ability of Collateral Agent to enforce any of the
Security Documents.

                  "Money": "money" as defined in the UCC.

                  "Notice of Acceleration Default": a written certification to
the Collateral Agent and the Borrower (i) from the 2003 Administrative Agent,
certifying that an Acceleration Default has occurred with respect to the 2003
Obligations or (ii) from a Senior Note Trustee certifying that an Acceleration
Default has occurred under the Senior Note Indenture in respect of which it acts
as Senior Note Trustee.

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                  "Notice of Default": a notice of a Default or Event of Default
(each, as defined in the 2003 Credit Agreement).

                  "Obligations": the Borrower Obligations, the Guarantor
Obligations, all obligations due the Collateral Agent under this Agreement and
all existing and future obligations and liabilities of the Borrower and the
Guarantors to any and all Secured Parties under all Credit Documents, the Debt
Instruments, the Security Documents and any and all agreements, documents and
instruments executed in connection therewith or which relate thereto, the ACH
Obligations and the Hedge Obligations.

                  "Patent Licenses": all agreements providing for the granting
of any right in or to Patents (whether a Grantor is licensee or licensor
thereunder) including, without limitation, each agreement referred to in
Schedule 3.6(D).

                  "Patents": all United States, state and foreign patents and
patent applications, utility models, and statutory invention registrations
throughout the world, including, but not limited to each patent and patent
application referred to in Schedule 3.6(C), all reissues, divisions,
continuations, continuations-in-part, extensions, renewals, and reexaminations
of any of the foregoing, all rights corresponding thereto throughout the world,
all inventions therein and improvements thereon, and all proceeds of the
foregoing including, without limitation, licenses, royalties, income, payments,
claims, damages, and proceeds of suit and the right to sue for past, present and
future infringements of any of the foregoing.

                  "Payment Intangible": shall have the meaning specified in the
UCC.

                  "Payroll Account": defined in Section 3.4 (d)(iv).

                  "Permitted Lien": Liens permitted by the 2003 Credit
Agreement.

                  "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.

                  "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 as permitted under the 2003 Credit Agreement.

                  "Pledge Supplement": any supplement to this agreement in
substantially the form of Exhibit A.

                  "Pledged Debt": all Indebtedness owed to a Grantor, including,
without limitation, all Indebtedness described on Schedule 3.4 under the heading
"Pledged Debt" of such Grantor, issued by the obligors named therein, the
instruments evidencing such Indebtedness, and all interest, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
Indebtedness.

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                  "Pledged Equity Interests": all Pledged Stock, Pledged LLC
Interests, Pledged Partnership Interests and Pledged Trust Interests.

                  "Pledged LLC Interests": all interests in any limited
liability company including, without limitation, all limited liability company
interests listed on Schedule 3.4 under the heading "Pledged LLC Interests" and
the certificates, if any, representing such limited liability company interests
and any interest of a Grantor on the books and records of such limited liability
company or on the books and records of any securities intermediary pertaining to
such interest and all dividends, distributions, cash, warrants, rights, options,
instruments, securities and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such limited liability company interests.

                  "Pledged Partnership Interests": all interests in any general
partnership, limited partnership, limited liability partnership or other
partnership including, without limitation, all partnership interests listed on
Schedule 3.4 under the heading "Pledged Partnership Interests" and the
certificates, if any, representing such partnership interests and any interest
of a Grantor on the books and records of such partnership or on the books and
records of any securities intermediary pertaining to such interest and all
dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such
partnership interests.

                  "Pledged Stock": all shares of capital stock owned by a
Grantor, including all shares of capital stock described on Schedule 3.4 under
the heading "Pledged Stock", and the certificates, if any, representing such
shares and any interest of such Grantor in the entries on the books of the
issuer of such shares or on the books of any securities intermediary pertaining
to such shares and all dividends, distributions, cash, warrants, rights,
options, instruments, securities and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such shares.

                  "Pledged Trust Interests": all interests in a Delaware
business trust or other trust including, without limitation, all trust interests
listed on Schedule 3.4 under the heading "Pledged Trust Interests" and the
certificates, if any, representing such trust interests and any interest of a
Grantor on the books and records of such trust or on the books and records of
any securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such trust interests.

                  "Priority Obligations": (i) the 2003 Obligations, (ii) the ACH
Obligations, and (iii) the Hedge Obligations.

                  "Priority Obligations Exposure": with respect to any holder of
Priority Obligations, with respect to the 2003 Credit Agreement, (a) prior to
the Termination Date, the Revolving Credit Commitment of such holder and (b) on
or after the Termination Date, the Credit Exposure of such holder under the 2003
Credit Agreement.

<PAGE>

                                       11


                  "Priority Obligations Representative": the 2003 Administrative
Agent, in any case acting upon the instructions of the holders of the Priority
Obligations having Priority Obligations Exposure greater than or equal to 51% of
the aggregate Priority Obligations Exposure of all holders of Priority
Obligations.

                  "Proceeds": (i) all "proceeds" as defined in the UCC, (ii)
payments or distributions made with respect to any Investment Related Property
and (iii) whatever is receivable or received when Collateral or proceeds are
sold, exchanged, collected or otherwise disposed of, whether such disposition is
voluntary or involuntary.

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

                  "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 2003 Administrative Agent
and, in either case, whose deposits are federally insured.

                  "Receivables": all rights to payment, whether or not earned by
performance, for goods or other property sold, leased, licensed, assigned or
otherwise disposed of, or services rendered or to be rendered, including,
without limitation all such rights constituting or evidenced by any Account,
Chattel Paper, Instrument, General Intangible or Investment Related Property,
together with all of each Grantor's rights, if any, in any goods or other
property giving rise to such right to payment and all Collateral Support and
Supporting Obligations related thereto and all Receivables Records.

                  "Receivables Records": (i) all original copies of all
documents, instruments or other writings or electronic records or other Records
evidencing the Receivables, (ii) all books, correspondence, credit or other
files, Records, ledger sheets or cards, invoices, and other papers relating to
Receivables, including, without limitation, all tapes, cards, computer tapes,
computer discs, computer runs, record keeping systems and other papers and
documents relating to the Receivables, whether in the possession or under the
control of a Grantor or any computer bureau or agent from time to time acting
for such Grantor or otherwise, (iii) all evidences of the filing of financing
statements and the registration of other instruments in connection therewith,
and amendments, supplements or other modifications thereto, notices to other
creditors or secured parties, and certificates, acknowledgments, or other
writings, including, without limitation, lien search reports, from filing or
other registration officers, (iv) all credit information, reports and memoranda
relating thereto and (v) all other written or non-written forms of information
related in any way to the foregoing or any Receivable.

                  "Record" shall have the meaning specified in the UCC.

                  "Required Lender Representative": (i) at any time until the
Priority Obligations have been paid in full in cash, the Priority Obligations
Representative and (ii) at any time thereafter, the Senior Note Trustees.

                  "Secured Debt": at any time, the Obligations then outstanding.

<PAGE>

                                       12


                  "Secured Parties": (i) the Credit Parties, (ii) Citibank,
N.A., any of the 2003 Lenders, and any of their respective Affiliates to which
ACH Obligations are owed, (iii) unless otherwise agreed upon in writing by it,
each counterparty to a Hedge Agreement entered into with a Grantor if such
counterparty was a Lender (or an Affiliate thereof) at the time the Hedge
Agreement was entered into, and (iv) the beneficiaries of each indemnification
obligation undertaken by a Grantor under any Credit Document.

                  "Securities Accounts": (i): all "securities accounts" as
defined in the UCC and (ii) shall include, without limitation, all of the
accounts listed on Schedule 3.4 under the heading "Securities Accounts".

                  "Securities Entitlements": all "security entitlements" as
defined in the UCC.

                  "Security Agreement Cash Collateral": the Cash Collateral
Account, all cash deposited therein, all certificates and instruments, if any,
from time to time representing the Cash Collateral Account; all investments from
time to time made pursuant to Section 3.4, all notes, certificates of deposit
and other instruments from time to time hereafter delivered to or otherwise
possessed by the Collateral Agent in substitution for, or in addition to, any or
all of the then existing Security Agreement Cash Collateral; all interest,
dividends, cash, instruments, and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the then existing Security Agreement Cash Collateral; and to the extent not
covered above, all Proceeds of and any collections, earnings and accruals with
respect to any or all of the foregoing (whether the same are acquired before or
after the commencement of a case under the Bankruptcy Code by or against such
Grantor as a debtor).

                  "Security Agreement Supplement": a supplement hereto in the
form of Exhibit E, executed by an Additional Grantor pursuant to Section 4.3.

                  "Security Documents": this Agreement, the Mortgages, the
Guaranties, the Depositary Control Agreements and the other security agreements,
instruments and documents, any additional documents executed to reflect the
grant to the Collateral Agent of a lien upon or security interest in any
Collateral, and any agreement or document referred to in Section 2.4, 5.7 or
9.1(b) of the Collateral Agent Agreement.

                  "Senior Note Event of Default" shall have the meaning
attributed to the term "Event of Default" in each Senior Note Indenture.

                  "Senior Note Guaranties": defined in Recital B.

                  "Senior Note Guarantors": defined in Recital B.

                  "Senior Note Indentures": defined in Recital B.

                  "Senior Note Obligations": all existing and future obligations
and liabilities of the Borrower and the Senior Note Guarantors to the holders of
the Senior Notes under the Senior Note Indentures, the Senior Note Guaranties
and any and all other agreements, documents and instruments heretofore, now or
hereafter executed in connection therewith or which relate thereto, including
(a) the principal of and premium, if any, and interest (including interest

<PAGE>

                                       13


accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) of the Senior Notes, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, and (b)
all other monetary obligations, including amounts due in respect of fees,
commissions, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), of
the Borrower and the Senior Note Guarantors under the Senior Note Indentures,
the Senior Note Guaranties and any and all other agreements, documents and
instruments heretofore, now or hereafter executed in connection therewith or
which relate thereto.

                  "Senior Note Trustees": defined in Recital B.

                  "Senior Notes": the Notes issued and outstanding under the
Senior Note Indentures.

                  "Supporting Obligation": all "supporting obligations" as
defined in the UCC.

                  "System Cash": any cash of the Borrower and its Subsidiaries
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 the 2003 Credit 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 the 2003 Credit Agreement, provided that cash in Disbursement
Account No. 2 shall not exceed $1,000,000 at any time.

                  "System Cash Account": a Deposit Account maintained with a
Qualified Depositary Institution that has executed and delivered a Depositary
Control Agreement.

                  "Trademark Licenses": any and all agreements providing for the
granting of any right in or to Trademarks (whether a Grantor is licensee or
licensor thereunder) including, without limitation, each agreement referred to
in Schedule 3.6(F).

                  "Trademarks": all United States, state and foreign trademarks,
trade names, corporate names, company names, business names, fictitious business
names, internet domain names, trade styles, trade dress, service marks,
certification marks, collective marks, logos, other source or business
identifiers, designs and general intangibles of a like nature, all registrations
and applications for any of the foregoing including, but not limited to the
registrations and applications referred to in Schedule 3.6(E) (provided that no
security interest shall be granted in United States intent-to-use trademark
applications to the extent that, and solely during the period

<PAGE>

                                       14


in which, the grant of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark applications under applicable
federal law), all extensions or renewals of any of the foregoing, all of the
goodwill of the business connected with the use of and symbolized by the
foregoing, the right to sue for past, present and future infringement or
dilution of any of the foregoing or for any injury to goodwill, and all proceeds
of the foregoing, including, without limitation, licenses, royalties, income,
payments, claims, damages, and proceeds of suit.

                  "Trade Secret Licenses": any and all agreements providing for
the granting of any right in or to Trade Secrets (whether a Grantor is licensee
or licensor thereunder), including, without limitation, each agreement referred
to in Schedule 3.6.

                  "Trade Secrets": all trade secrets and all other confidential
or proprietary information and know-how now or hereafter owned or used in, or
contemplated at any time for use in, the business of a Grantor (all of the
foregoing being collectively called a "Trade Secret"), whether or not such Trade
Secret has been reduced to a writing or other tangible form, including all
documents and things embodying, incorporating, or referring in any way to such
Trade Secret, the right to sue for past, present and future infringement of any
Trade Secret, and all proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages, and proceeds of suit.

                  "2000 Security Agreement": defined in Recital A.

                  "2003 Administrative Agent": defined in Recital C.

                  "2003 Credit Agreement": defined in Recital C.

                  "2003 Credit Agreement Event of Default" shall have the
meaning attributed to the term "Event of Default" set forth in the 2003 Credit
Agreement.

                  "2003 Guaranties":  defined in Recital C.

                  "2003 Guarantor": defined in Recital C.

                  "2003 Lender": defined in Recital C.

                  "2003 Letters of Credit": defined in Recital C.

                  "2003 Loan": defined in Recital C.

                  "2003 Obligations": all existing and future obligations and
liabilities of the Borrower and the 2003 Guarantors to the 2003 Administrative
Agent, the 2003 Lenders and the Issuing Bank under the 2003 Credit Agreement,
the 2003 Guaranties and any and all other agreements, documents and instruments
heretofore, now or hereafter executed in connection therewith or which relate
thereto, including (a) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) of the 2003 Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set

<PAGE>

                                       15


for prepayment or otherwise, and (b) all other monetary obligations, including
amounts due in respect of 2003 Letters of Credit, fees, commissions, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Borrower and the 2003
Guarantors under the 2003 Credit Agreement, the 2003 Guaranties and any and all
other agreements, documents and instruments heretofore, now or hereafter
executed in connection therewith or which relate thereto.

                  "UCC": the Uniform Commercial Code as in effect from time to
time in the State of New York or, when the context implies, the Uniform
Commercial Code as in effect from time to time in any other applicable
jurisdiction.

                  1.2 DEFINITIONS; INTERPRETATION. Terms defined in the 2003
Credit Agreement and not otherwise defined in this Agreement are used in this
Agreement as defined in the 2003 Credit Agreement. Capitalized terms used herein
(including the preamble and recitals hereto) and not otherwise defined herein
shall have the meanings ascribed thereto in the UCC. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation". The word "will" shall be construed to have the same meaning and
effect as the word "shall". Unless the context requires otherwise, (i) any
definition of or reference herein to any agreement (including this Agreement),
instrument or other document, and to any exhibit or schedule thereto, shall be
construed as referring to such agreement, instrument or other document, and any
exhibit or schedule thereto (including any Exhibit or Schedule hereto), as from
time to time amended, supplemented or otherwise modified, (ii) any definition of
or reference to any law shall be construed as referring to such law as from time
to time amended and any successor thereto and the rules and regulations
promulgated from time to time thereunder, (iii) any reference herein to any
Person shall be construed to include such Person's successors and assigns, (iv)
the words "herein", "hereof" and "hereunder", and words of similar import, shall
be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (v) all references herein to Articles, Sections,
Exhibits and Schedules, Recitals and paragraphs shall be construed to refer to
Articles, Sections, and Exhibits and Schedules, Recitals and paragraphs of or
to, this Agreement and (vi) the words "asset" and "property" shall be construed
to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect. All references herein
to provisions of the UCC shall include all successor provisions under any
subsequent version or amendment to any Article of the UCC.

                  1.3 GRANT OF SECURITY. Each Grantor hereby grants to the
Collateral Agent, for the benefit of the Secured Parties, a security interest
in, and a continuing Lien on, all personal property and fixtures of such
Grantor, including, without limitation, all of such Grantor's right, title and
interest in, to and under the following, in each case whether now owned or
existing or hereafter acquired or arising and wherever located (all of which
being hereinafter collectively referred to as the "Collateral"):

<PAGE>

                                       16


                  (a)      Accounts;

                  (b)      Chattel Paper;

                  (c)      Documents;

                  (d)      General Intangibles;

                  (e)      Goods;

                  (f)      Instruments;

                  (g)      Insurance;

                  (h)      Intellectual Property;

                  (i)      Investment Related Property;

                  (j)      Letter of Credit Rights;

                  (k)      Money;

                  (l)      Receivables and Receivables Records;

                  (m)      Commercial Tort Claims;

                  (n)      to the extent not otherwise included above, all
Collateral Records, Collateral Support and Supporting Obligations relating to
any of the foregoing;

                  (o)      all other property in which a security interest may
be granted under the UCC; and

                  (p)      to the extent not otherwise included above, all
Proceeds, products, accessions, rents and profits of or in respect of any of the
foregoing;

it being agreed that the Schedules to this Agreement are intended to describe
some, but not all, of the Collateral and the fact that any item of Collateral
may not be specifically described on a Schedule or in a Pledge Supplement shall
not be construed as excluding such item from or otherwise limiting the scope of
the security interest granted herein.

                  To the extent the UCC is revised after the date hereof such
that the definition of any of the foregoing terms included in the description of
Collateral is changed, the parties hereto desire that any property which is
included in such changed definitions which would not otherwise be included in
the foregoing grant on the date hereof be included in such grant immediately
upon the effective date of such revision. Notwithstanding the immediately
preceding sentence, the foregoing grant is intended to apply immediately on the
date hereof to all Collateral to the fullest extent permitted by applicable law
regardless of whether any particular item of Collateral is currently subject to
the UCC.

<PAGE>

                                       17


                  1.4 RANKING OF OBLIGATIONS. The security interest granted
herein shall constitute (i) a first priority security interest and Lien securing
the Priority Obligations and (ii) a second priority security interest and Lien
securing the Junior Obligations. All Priority Obligations shall rank pari passu
as to the Collateral and shall be secured equally and ratably whatever may be
the date or terms of issue of the instruments evidencing such Priority
Obligations. All Junior Obligations shall rank pari passu as to the Collateral
and shall be secured equally and ratably whatever may be the date or terms of
issue of the instruments evidencing such Junior Obligations.

                  1.5 CERTAIN LIMITED EXCLUSIONS. Notwithstanding anything
herein to the contrary, in no event shall the Collateral include, and no Grantor
shall be deemed to have granted a security interest in, (a) any Intellectual
Property, if the grant of such security interest shall constitute or result in
the abandonment, invalidation or rendering unenforceable any right, title or
interest of such Grantor therein; (b) in any license, contract or agreement to
which such Grantor is a party or any of its rights or interests thereunder,
including, without limitation, with respect to any Pledged Partnership Interests
or any Pledged LLC Interests, to the extent, but only to the extent, that such a
grant would, under the terms of such license, contract or agreement (including,
without limitation, any partnership agreements or any limited liability company
agreements), or otherwise, result in a breach or termination of the terms of, or
constitute a default under or termination of any such license, contract or
agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Section 9-406 of the UCC (or any successor provision) of
any relevant jurisdiction or any other applicable law (including the Bankruptcy
Code) or principles of equity) or would otherwise constitute a violation of law,
regulation or policy; provided, immediately upon the ineffectiveness, lapse or
termination of any such provision, the Collateral shall include, and each
Grantor shall be deemed to have granted a security interest in, all such rights
and interests as if such provision had never been in effect; (c) in any of the
outstanding capital stock of a "controlled foreign corporation" as defined in
the Internal Revenue Code of 1986, as amended from time to time (each, a
"Controlled Foreign Corporation"), in excess of 65% of the voting power of all
classes of capital stock of such controlled foreign corporation entitled to
vote; (d) the Chester Equipment; or (e) all equipment and other property to the
extent, but only to the extent, that such a grant would, under the terms of any
contract or agreement to which such Grantor is a party in connection with
certain industrial revenue obligations, be prohibited by or would otherwise
result in a breach or termination of the terms of, or constitute a default under
or termination of any such contract or agreement or would otherwise constitute a
violation of law, regulation or policy; provided, immediately upon the
ineffectiveness, lapse or termination of any such provision precluding the grant
of security interest on such property, the Collateral shall include, and each
Grantor shall be deemed to have granted a security interest in, all such rights
and interests as if such provision had never been in effect.

                  1.6 POWER OF ATTORNEY TO BMCA. Pursuant to Section 2.5 of the
Collateral Agent Agreement, each Grantor (other than BMCA) has irrevocably
constituted and appointed BMCA and any officer or agent thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full power and
authority in the name of such Grantor or in its own name, from time to time in
BMCA's discretion, to take or omit taking any and all actions hereunder for the
purpose of carrying out the terms of this Agreement and any of the other
Security Documents, to receive and give all notices to be given by or received
by such Grantor, to execute any and all

<PAGE>

                                       18


documents and instruments which may be necessary or desirable to accomplish the
purposes hereof and, without limiting the generality of the foregoing, has
granted to BMCA the power and right on behalf of such Grantor, without assent by
such Grantor, to bind such Grantor in all respects hereunder and under any of
the other Security Documents, with the intent that all action taken by BMCA on
behalf of such Grantor shall be binding upon and inure to the benefit of such
Grantor as effectively as if such action were taken directly by such Grantor.
Each such power of attorney is a power coupled with an interest and shall be
irrevocable until all of the Obligations are paid in full in cash.

                  SECTION 2.  SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

                  2.1 SECURITY FOR OBLIGATIONS. Subject to Section 1.4, this
Agreement secures, and the Collateral is collateral security for, the prompt and
complete payment or performance in full when due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including
the payment of amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
ss.ss.362(a)), of all Obligations.

                  2.2 GRANTORS REMAIN LIABLE. (a) Anything contained herein to
the contrary notwithstanding:

                           (i)      each Grantor shall remain liable under any
                  partnership agreement or limited liability company agreement
                  relating to any Pledged Partnership Interest or Pledged LLC
                  Interest, any Assigned Agreement and/or any other contracts
                  and agreements of such Grantor included in the Collateral, to
                  the extent set forth therein, to perform all of its duties and
                  obligations thereunder to the same extent as if this Agreement
                  had not been executed;

                           (ii)     the exercise by the Collateral Agent of any
                  of its rights hereunder shall not release any Grantor from any
                  of its duties or obligations under the contracts and
                  agreements included in the Collateral; and

                           (iii)    neither the Collateral Agent nor any Secured
                  Party shall have any obligation or liability under any
                  partnership agreement or limited liability company agreement
                  relating to any Pledged Partnership Interests or Pledged LLC
                  Interests, any Assigned Agreement or any other contracts and
                  agreements included in the Collateral by reason of this
                  Agreement, nor shall the Collateral Agent or any Secured Party
                  be obligated to perform any of the obligations or duties of
                  any Grantor thereunder or to take any action to collect or
                  enforce any claim for payment assigned hereunder.

                  (b) None of the Collateral Agent, any Secured Party or any
purchaser at a foreclosure sale under this Agreement shall be obligated to
assume any of any obligation or liability under any partnership agreement or
limited liability company agreement relating to any Pledged Partnership
Interests or Pledged LLC Interests, any Assigned Agreement or any other
contracts and agreements included in the Collateral.

<PAGE>

                                       19


                  SECTION 3.  REPRESENTATIONS AND WARRANTIES AND COVENANTS.

                  3.1 GENERALLY.

                  (a) Representations and Warranties. Each Grantor hereby
represents and warrants to the Collateral Agent and each other Secured Party,
that:

                           (i)      it owns the Collateral purported to be owned
                  by it or otherwise has the rights it purports to have in each
                  item of Collateral and, as to all Collateral whether now
                  existing or hereafter acquired, will continue to own or have
                  such rights in each item of the Collateral, in each case free
                  and clear of any and all Liens, rights or claims of all other
                  Persons other than Permitted Liens;

                           (ii)     its chief executive office or its principal
                  place of business is, and has been for the four month period
                  preceding the date hereof, located at the place indicated on
                  Schedule 3.1(A), and the jurisdiction of organization of such
                  Grantor is the jurisdiction indicated on Schedule 3.1(B);

                           (iii)    the full legal name of such Grantor is as
                  set forth on Schedule 3.1(A) and it has not in the last five
                  years and does not do business under any other name (including
                  any trade-name or fictitious business name) except for those
                  names set forth on Schedule 3.1(C);

                           (iv)     such Grantor has not within the last five
                  years become bound (whether as a result of merger or
                  otherwise) as debtor under a security agreement entered into
                  by another Person, which has not heretofore been terminated;

                           (v)      all actions and consents, including all
                  filings, notices, registrations and recordings necessary or
                  desirable to create, perfect or ensure the first priority
                  (subject only to Permitted Liens) of the security interests
                  granted to the Collateral Agent hereunder or for the exercise
                  by the Collateral Agent of the voting or other rights provided
                  for in this Agreement or the exercise of remedies in respect
                  of the Collateral have been made or obtained except for (x)
                  the filing of UCC financing statements and/or assigments
                  naming such Grantor as "debtor" and the Collateral Agent as
                  "secured party" and describing the Collateral in the filing
                  offices set forth opposite such Grantor's name on Schedule
                  3.1(D) hereof and (y) recordation of the security interests
                  granted herein in Patents, Trademarks and Copyrights in the
                  applicable registries;

                           (vi)     other than the financing statements filed in
                  favor of the Collateral Agent as set forth on Schedule 3.1(D),
                  no effective UCC financing statement, fixture filing or other
                  instrument similar in effect under any applicable law covering
                  all or any part of the Collateral is on file in any filing or
                  recording office except for (x) financing statements for which
                  proper termination statements and/or assignments have been
                  delivered to the Collateral Agent for filing and (y) financing
                  statements filed in connection with Permitted Liens;

<PAGE>

                                       20


                           (vii)    other than the financing statements filed in
                  favor of the Collateral Agent as provided in clause (v) above,
                  no authorization, approval or other action by, and no notice
                  to or filing with, any Governmental Authority or regulatory
                  body is required for either the pledge or grant by such
                  Grantor of the Liens purported to be created in favor of the
                  Collateral Agent pursuant to any of the Collateral Documents
                  or the exercise by the Collateral Agent of any rights or
                  remedies in respect of any Collateral (whether specifically
                  granted or created pursuant to this Agreement); and

                           (viii)   all information supplied to the Collateral
                  Agent by or on behalf of such Grantor is accurate and complete
                  in all material respects with respect to any of the Collateral
                  (in each case taken as a whole with respect to any particular
                  Collateral).

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees that:

                           (i)      except for the security interests granted
                  hereunder, it shall not create or suffer to exist any Lien
                  upon or with respect to any of the Collateral, except
                  Permitted Liens, and it shall defend the Collateral against
                  all Persons at any time claiming any interest therein;

                           (ii)     it shall not produce, use or permit any
                  Collateral to be used in any material respect unlawfully or in
                  material violation of any provision of any applicable statute,
                  regulation or ordinance or any policy of insurance covering
                  the Collateral;

                           (iii)    it shall not change such Grantor's name,
                  identity, corporate structure or jurisdiction of organization
                  unless it shall have (a) notified the Collateral Agent in
                  writing, by executing and delivering to the Collateral Agent a
                  completed Pledge Supplement, substantially in the form of
                  Exhibit A attached hereto, together with all Supplements to
                  Schedules thereto, at least thirty days prior to any such
                  change or establishment, identifying such new proposed name,
                  identity, corporate structure, jurisdiction of organization
                  and providing such other information in connection therewith
                  as the Collateral Agent may reasonably request and (b) taken
                  all actions necessary or advisable to maintain the continuous
                  validity, perfection and the same priority of the Collateral
                  Agent's security interest in the Collateral intended to be
                  granted hereby;

                           (iv)     it shall pay promptly when due all property
                  and other taxes, assessments and governmental charges or
                  levies imposed upon, and all claims (including claims for
                  labor, materials and supplies) against, the Collateral, except
                  to the extent the validity thereof is being contested in good
                  faith and by appropriate proceedings diligently conducted;
                  provided, such Grantor shall in any event pay such taxes,
                  assessments, charges, levies or claims not later than five
                  days prior to the date of any proposed sale under any
                  judgment, writ or warrant of attachment entered or filed
                  against such Grantor or any of the Collateral as a result of
                  the failure to make such payment;

<PAGE>

                                       21


                           (v)      upon such Grantor or any officer of such
                  Grantor obtaining knowledge thereof, it shall promptly notify
                  the Collateral Agent in writing of any event that may
                  materially and adversely affect the value of the Collateral,
                  the ability of the Collateral Agent to dispose of the
                  Collateral or any portion thereof, or the rights and remedies
                  of the Collateral Agent in relation thereto, including,
                  without limitation, the levy of any legal process against the
                  Collateral or any portion thereof;

                           (vi)     it shall not take or permit any action which
                  could impair the Collateral Agent's rights in the Collateral;
                  and

                           (vii)    it shall not sell, transfer or assign (by
                  operation of law or otherwise) any Collateral except as
                  permitted under the 2003 Credit Agreement.

                  3.2 EQUIPMENT AND INVENTORY.

                  (a) Representations and Warranties. Each Grantor represents
and warrants that:

                           (i)      all of the Equipment and Inventory included
                  in the Collateral is kept only at the locations specified in
                  Schedule 3.2;

                           (ii)     any Goods now or hereafter produced by such
                  Grantor included in the Collateral have been and will be
                  produced in compliance in all material respects with the
                  requirements of the Fair Labor Standards Act, as amended; and

                           (iii)    none of the Inventory or Equipment is in the
                  possession of an issuer of a negotiable document (as described
                  in Section 7-104 of the UCC) therefor or otherwise in the
                  possession of a bailee.

                  (b) Covenants and Agreements. Each Grantor covenants and
agrees that:

                           (i)      it shall keep the Equipment and Inventory
                  (other than Inventory in transit or being shipped to a buyer)
                  included in the Collateral in the locations specified on
                  Schedule 3.2 and such additional locations so long as keeping
                  such Collateral in such additional locations would not require
                  the Collateral Agent to file any new financing statements to
                  maintain perfection, unless it shall have (a) notified the
                  Collateral Agent in writing, by executing and delivering to
                  the Collateral Agent a completed Pledge Supplement,
                  substantially in the form of Exhibit A attached hereto,
                  together with all Supplements to Schedules thereto, at least
                  thirty days prior to any change in locations, identifying such
                  new locations and providing such other information in
                  connection therewith as the Collateral Agent may reasonably
                  request and (b) taken all actions necessary or advisable to
                  maintain the continuous validity, perfection and the same
                  priority of the Collateral Agent's security interest in the
                  Collateral intended to be granted and agreed to hereby, or to
                  enable the Collateral Agent to exercise and enforce its rights
                  and remedies hereunder, with respect to such Equipment and
                  Inventory;

<PAGE>

                                       22


                           (ii)     it shall keep correct and accurate records
                  of the Inventory, itemizing and describing the kind, type and
                  quantity of Inventory, such Grantor's cost therefor and (where
                  applicable) the current list prices for the Inventory, in each
                  case, in reasonable detail;

                           (iii)    if any Equipment or Inventory included in
                  the Collateral is in possession or control of any third party
                  (and the Administrative Agent has not established an
                  appropriate rent reserve with respect to such Collateral in
                  connection with determining Loan Value), such Grantor shall
                  join with the Collateral Agent in notifying the third party of
                  the Collateral Agent's security interest and shall use
                  commercially reasonable efforts to obtain an acknowledgment
                  from the third party that it is holding the Equipment and
                  Inventory for the benefit of the Collateral Agent; and

                           (iv)     with respect to any item of Equipment which
                  is covered by a certificate of title under a statute of any
                  jurisdiction under the law of which indication of a security
                  interest on such certificate is required as a condition of
                  perfection thereof, upon the request of the Collateral Agent
                  made during the continuation of a Default, execute and file
                  with the registrar of motor vehicles or other appropriate
                  authority in such jurisdiction an application or other
                  document requesting the notation or other indication of the
                  security interest created hereunder on such certificate of
                  title, and upon the reasonable request of the Collateral
                  Agent, deliver to the Collateral Agent copies of all such
                  applications or other documents filed during each calendar
                  quarter and copies of all such certificates of title issued
                  during such calendar quarter indicating the security interest
                  created hereunder in the items of Equipment covered thereby.

                  3.3 RECEIVABLES.

                  (a) Representations and Warranties. Each Grantor, represents
and warrants that:

                           (i)      each Receivable is and will be created in
                  compliance with all applicable laws, whether federal, state,
                  local or foreign;

                           (ii)     no Receivable is evidenced by, or
                  constitutes, an Instrument or Chattel Paper which has not been
                  delivered to, or otherwise subjected to the control of, the
                  Collateral Agent to the extent required by, and in accordance
                  with Section 3.3(c).

                  (b) Covenants and Agreements: Each Grantor hereby covenants
and agrees that:

                           (i)      it shall keep and maintain at its own cost
                  and expense satisfactory and complete records of the
                  Receivables, including, but not limited to, the originals of
                  all documentation with respect to all Receivables and records
                  of all payments received and all credits granted on the
                  Receivables, all merchandise returned and all other dealings
                  therewith;

<PAGE>

                                       23


                           (ii)     it shall mark conspicuously, in form and
                  manner reasonably satisfactory to the Collateral Agent, all
                  Chattel Paper, Instruments and other evidence of Receivables
                  (other than any delivered to the Collateral Agent as provided
                  herein), as well as the Receivables Records with an
                  appropriate reference to the fact that the Collateral Agent
                  has a security interest therein;

                           (iii)    it shall perform in all material respects
                  all of its obligations with respect to the Receivables;

                           (iv)     it shall not amend, modify, terminate or
                  waive any provision of any Receivable other than in the
                  ordinary course of its business. Other than in the ordinary
                  course of business as generally conducted by it on and prior
                  to the date hereof, and except as otherwise provided in
                  subsection (v) below, during the continuance of a Default,
                  such Grantor shall not (w) grant any extension or renewal of
                  the time of payment of any Receivable, (x) compromise or
                  settle any dispute, claim or legal proceeding with respect to
                  any Receivable for less than the total unpaid balance thereof,
                  (y) release, wholly or partially, any Person liable for the
                  payment thereof, or (z) allow any credit or discount thereon;

                           (v)      except as otherwise provided in this
                  subsection, each Grantor shall continue to collect all amounts
                  due or to become due to such Grantor under the Receivables and
                  any Supporting Obligation and diligently exercise each
                  material right it may have under any Receivable, any
                  Supporting Obligation or Collateral Support, in each case, at
                  its own expense, and in connection with such collections and
                  exercise, such Grantor shall take such action as such Grantor
                  or the Collateral Agent may deem necessary or advisable.
                  Notwithstanding the foregoing, the Collateral Agent shall have
                  the right at any time to notify, or require any Grantor to
                  notify, any Account Debtor of the Collateral Agent's security
                  interest in the Receivables and any Supporting Obligation and,
                  in addition, at any time during the continuation of a Default,
                  the Collateral Agent may: (1) direct the Account Debtors under
                  any Receivables to make payment of all amounts due or to
                  become due to such Grantor thereunder directly to the
                  Collateral Agent; (2) notify, or require such Grantor to
                  notify, each Person maintaining a lockbox or similar
                  arrangement to which Account Debtors under any Receivables
                  have been directed to make payment to remit all amounts
                  representing collections on checks and other payment items
                  from time to time sent to or deposited in such lockbox or
                  other arrangement directly to the Collateral Agent; and (3)
                  enforce, at the expense of such Grantor, collection of any
                  such Receivables and to adjust, settle or compromise the
                  amount or payment thereof, in the same manner and to the same
                  extent as such Grantor might have done. If the Collateral
                  Agent notifies such Grantor that it has elected to collect the
                  Receivables in accordance with the preceding sentence, any
                  payments of Receivables, received by such Grantor shall be
                  forthwith (and in any event within two (2) Business Days)
                  deposited by such Grantor in the exact form received, duly
                  indorsed by such Grantor to the Collateral Agent if required,
                  in an account maintained under the sole dominion and control
                  of the Collateral Agent, and until so turned over, all amounts
                  and proceeds (including checks and other instruments) received
                  by such Grantor in

<PAGE>

                                       24


                  respect of the Receivables, any Supporting Obligation or
                  Collateral Support shall be received in trust for the benefit
                  of the Collateral Agent hereunder and shall be segregated from
                  other funds of such Grantor and such Grantor shall not adjust,
                  settle or compromise the amount or payment of any Receivable,
                  or release wholly or partly any Account Debtor or obligor
                  thereof, or allow any credit or discount thereon; and

                           (vi)     it shall use its best efforts to keep in
                  full force and effect any Supporting Obligation or Collateral
                  Support relating to any Receivable.

                  (c) Delivery and Control of Receivables. With respect to any
Receivable in excess of $100,000 that is evidenced by, or constitutes, Chattel
Paper or Instruments, each Grantor shall cause each originally executed copy
thereof to be delivered to the Collateral Agent (or its agent or designee)
appropriately indorsed to the Collateral Agent or indorsed in blank: (i) with
respect to any such Receivables in existence on the date hereof, on or prior to
the date hereof and (ii) with respect to any such Receivables hereafter arising,
within ten days of such Grantor acquiring rights therein. With respect to any
Receivable in excess of $100,000 which would constitute "electronic chattel
paper" under the UCC, each Grantor shall take all steps necessary to give the
Collateral Agent control over such Receivables (within the meaning of Section
9-105 of the UCC): (i) with respect to any such Receivables in existence on the
date hereof, on or prior to the date hereof and (ii) with respect to any such
Receivable hereafter arising, within ten days of such Grantor acquiring rights
therein.

                  3.4 INVESTMENT RELATED PROPERTY; CASH COLLATERAL ACCOUNT.

                  (a) Representations and Warranties. Each Grantor hereby
represents and warrants that:

                           (i)      Schedule 3.4 sets forth under the headings
                  "Pledged Stock, "Pledged LLC Interests," "Pledged Partnership
                  Interests" and "Pledged Trust Interests," respectively, all of
                  the Pledged Stock, Pledged LLC Interests, Pledged Partnership
                  Interests and Pledged Trust Interests owned by any Grantor;

                           (ii)     it is the record and beneficial owner of the
                  Pledged Equity Interests free of all Liens, rights or claims
                  of other Persons other than Permitted Liens and there are no
                  outstanding warrants, options or other rights to purchase, or
                  shareholder, voting trust or similar agreements outstanding
                  with respect to, or property that is convertible into, or that
                  requires the issuance or sale of, any Pledged Equity Interests
                  by such Grantor;

                           (iii)    without limiting the generality of Section
                  3.1(a)(v), no consent of any Person including any other
                  general or limited partner, any other member of a limited
                  liability company, any other shareholder or any other trust
                  beneficiary is necessary or desirable in connection with the
                  creation, perfection or first priority status of the security
                  interest of the Collateral Agent in any Pledged Equity
                  Interests or the exercise by the Collateral Agent of the
                  voting or other rights provided for in this Agreement or the
                  exercise of remedies in respect thereof;

<PAGE>

                                       25


                           (iv)     none of the Pledged LLC Interests or Pledged
                  Partnership Interests are or represent interests in issuers
                  that: (a) are registered as investment companies, (b) are
                  dealt in or traded on securities exchanges or markets or (c)
                  have opted to have their securities treated as securities
                  under the UCC of any jurisdiction;

                           (v)      Schedule 3.4 sets forth under the heading
                  "Pledged Debt" all of the Pledged Debt owned by any Grantor;

                           (vi)     Schedule 3.4(A) sets forth under the
                  headings "Securities Accounts" and "Commodities Accounts,"
                  respectively, all of the Securities Accounts and Commodities
                  Accounts in which each Grantor has an interest and each
                  Grantor is the sole entitlement holder of each such Securities
                  Account and Commodity Account and such Grantor has not
                  consented to, and is not otherwise aware of, any Person (other
                  than the Collateral Agent pursuant hereto) having "control"
                  (within the meaning of Section 9-106 of the UCC) over, or any
                  other interest in, any such Securities Account or Commodity
                  Account or any securities or other property credited thereto;

                           (vii)    Schedule 3.4(A) sets forth under the heading
                  "Deposit Accounts" all of the Deposit Accounts in which each
                  Grantor has an interest and each Grantor is the sole account
                  holder of each such Deposit Account and each Grantor has not
                  consented to, and is not otherwise aware of, any Person (other
                  than the Collateral Agent pursuant hereto) having either sole
                  dominion and control or "control" (within the meaning of
                  Section 9-104 of the UCC) over, or any other interest in, any
                  such Deposit Account or any money or other property deposited
                  therein; and

                           (viii)   subject to the provisions of Section 3.4(c),
                  each Grantor has taken all actions necessary or desirable,
                  including those specified in Section 3.4(c), to: (a) establish
                  the Collateral Agent's "control" (within the meaning of
                  Section 9-106 of the UCC) over any portion of the Investment
                  Related Property constituting Certificated Securities,
                  Uncertificated Securities, Securities Accounts or Securities
                  Entitlements; (b) establish the Collateral Agent's sole
                  dominion and control over all Deposit Accounts; (c) establish
                  the Collateral Agent's "control" (within the meaning of
                  Section 9-104 of the UCC) over all Deposit Accounts; and (d)
                  to deliver all Instruments to the Collateral Agent.

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees that:

                           (i)      without the prior written consent of the
                  Collateral Agent, it shall not vote to enable or take any
                  other action to: (a) amend or terminate any partnership
                  agreement, limited liability company agreement, certificate of
                  incorporation, by-laws or other organizational documents in
                  any way that materially changes the rights of such Grantor
                  with respect to any Investment Related Property or adversely
                  affects the validity, perfection or priority of the Collateral
                  Agent's security interest, (b) permit any issuer of any
                  Pledged Equity

<PAGE>

                                       26


                  Interest that is a Grantor to issue any additional stock,
                  partnership interests, limited liability company interests or
                  other equity interests of any nature or to issue securities
                  convertible into or granting the right of purchase or exchange
                  for any stock or other equity interest of any nature of such
                  issuer, (c) other than as permitted under the 2003 Credit
                  Agreement, permit any issuer of any Pledged Equity Interest to
                  dispose of all or a material portion of their assets, (d)
                  waive any default under or breach of any terms of any
                  organizational document relating to the issuer of any Pledged
                  Equity Interest, or (e) cause any issuer of any Pledged
                  Partnership Interests or Pledged LLC Interests which are not
                  securities (for purposes of the UCC) on the date hereof to
                  elect or otherwise take any action to cause such Pledged
                  Partnership Interests or Pledged LLC Interests to be treated
                  as securities for purposes of the UCC of any jurisdiction and,
                  in any event, shall promptly notify the Collateral Agent in
                  writing of any such election or action and, in such event,
                  shall take all steps necessary or advisable to establish the
                  Collateral Agent's "control" thereof;

                           (ii)     in the event it acquires rights in any
                  Investment Related Property after the date hereof, it shall
                  deliver to the Collateral Agent a completed Pledge Supplement,
                  substantially in the form of Exhibit A attached hereto,
                  together with all Supplements to Schedules thereto, reflecting
                  such new Investment Related Property and all other Investment
                  Related Property. Notwithstanding the foregoing, it is
                  understood and agreed that the security interest of the
                  Collateral Agent shall attach to all Investment Related
                  Property immediately upon any Grantor's acquisition of rights
                  therein and shall not be affected by the failure of any
                  Grantor to deliver a supplement to Schedule 3.4 as required
                  hereby;

                           (iii)    in the event such Grantor receives any
                  dividends, interest or distributions on any Investment Related
                  Property, or any securities or other property upon the merger,
                  consolidation, liquidation or dissolution of any issuer of any
                  Investment Related Property, then (a) such dividends, interest
                  or distributions and securities or other property shall be
                  included in the definition of Collateral without further
                  action and (b) such Grantor shall immediately take all steps
                  necessary or advisable to ensure the validity, perfection,
                  priority and, if applicable, control of the Collateral Agent
                  over such Investment Related Property, including, without
                  limitation, prompt delivery thereof to the Collateral Agent to
                  be held in the Cash Collateral Account, and pending any such
                  action such Grantor shall be deemed to hold such dividends,
                  interest, distributions, securities or other property in trust
                  for the benefit of the Collateral Agent and shall be
                  segregated from all other property of such Grantor;

                           (iv)     it shall comply with all of its obligations
                  under any partnership agreement or limited liability company
                  agreement relating to Pledged Partnership Interests or Pledged
                  LLC Interests and shall enforce all of its rights with respect
                  to any Investment Related Property;

                           (v)      in the event that the issuer of any Pledged
                  Equity Interest is merged or consolidated with another entity,
                  it shall deliver or otherwise pledge

<PAGE>

                                       27


                  and grant to the Collateral Agent a security interest in such
                  Grantor's equity interest resulting from such merger or
                  consolidation in accordance herewith; provided that if the
                  surviving or resulting entity upon any such merger or
                  consolidation is a corporation organized under the laws of a
                  jurisdiction outside of the United States, then such Grantor
                  shall only be required to pledge equity interests having 65%
                  of the voting power of all classes of capital stock of such
                  issuer entitled to vote.

                  (c) Delivery and Control. Each Grantor agrees that with
respect to any Investment Related Property in which it currently has rights it
shall comply with the provisions of this Section 3.4(c) on or before the date
this agreement becomes effective as set forth in Section 12 (unless otherwise
provided herein) and with respect to any Investment Related Property hereafter
acquired by such Grantor it shall comply with the provisions of this Section
3.4(c) immediately upon acquiring rights therein, in each case in form and
substance satisfactory to the Collateral Agent. With respect to any Investment
Related Property that is represented by a certificate or that is an "instrument"
(other than any Investment Related Property credited to a Securities Account) it
shall cause such certificate or instrument to be delivered to the Collateral
Agent, indorsed in blank by an "effective indorsement" (as defined in Section
8-107 of the UCC), regardless of whether such certificate constitutes a
"certificated security" for purposes of the UCC. With respect to any Investment
Related Property that is an "uncertificated security" for purposes of the UCC
(other than any "uncertificated securities" credited to a Securities Account),
it shall cause the issuer of such uncertificated security to either (i) register
the Collateral Agent as the registered owner thereof on the books and records of
the issuer or (ii) execute an agreement substantially in the form of Exhibit B,
pursuant to which such issuer agrees to comply with the Collateral Agent's
instructions with respect to such uncertificated security without further
consent by such Grantor. With respect to any Investment Related Property
consisting of Securities Accounts or Securities Entitlements, it shall cause the
securities intermediary maintaining such Securities Account or Securities
Entitlement to enter into an agreement substantially in the form of Exhibit C
pursuant to which it shall agree to comply with the Collateral Agent's
"entitlement orders" without further consent by such Grantor. With respect to
any Investment Related Property that is a "Deposit Account," it shall, subject
to Section 5.01(o) of the Credit Agreement, not later than (A) the Effective
Date, or (B) so long as such Grantor has in place standing wire instructions
with the applicable depositary bank instructing such depositary bank to remit
all available cash balances in such Deposit Account to the Cash Collateral
Account on a daily basis, within 45 days after the Effective Date, cause the
depositary institution maintaining such account to enter into an agreement
substantially in the form of Exhibit D, pursuant to which the Collateral Agent
shall have both sole dominion and control over such Deposit Account (within the
meaning of the common law) and "control" (as defined in Section 9-104 of the
UCC) over such Deposit Account. In addition to the foregoing, if any issuer of
any Investment Related Property is located in a jurisdiction outside of the
United States, each Grantor shall take such additional actions, including,
without limitation, causing the issuer to register the pledge on its books and
records or making such filings or recordings, in each case as may be necessary
or advisable, under the laws of such issuer's jurisdiction to insure the
validity, perfection and priority of the security interest of the Collateral
Agent. At any time during the continuation of a Default, the Collateral Agent
shall have the right, without notice to any Grantor, to transfer all or any
portion of the Investment Related Property to its name or the name of its
nominee or agent. In addition, the Collateral Agent shall have the right at any
time, without

<PAGE>

                                       28


notice to any Grantor, to exchange any certificates or instruments representing
any Investment Related Property for certificates or instruments of smaller or
larger denominations.

                  (d) Cash Collateral Account; Cash Management System.

                           (i)      On the date hereof there shall be
                  established and, at all times thereafter until the security
                  interest created by this Agreement shall have terminated,
                  there shall be maintained by the 2003 Administrative Agent,
                  for the benefit of the Collateral Agent an account which shall
                  be entitled the "Building Materials Corporation of America
                  Cash Collateral Account" (the "Cash Collateral Account");
                  provided that the name of such account shall be changed
                  following any change of name of BMCA. The 2003 Administrative
                  Agent, for the benefit of the Collateral Agent may establish
                  and maintain one or more sub-accounts under the Cash
                  Collateral Account, each of which shall constitute a part of
                  the Cash Collateral Account. All moneys which are received by
                  the 2003 Administrative Agent, for the benefit of the
                  Collateral Agent, the Collateral Agent, BMCA or any other
                  Grantor with respect to the Collateral at any time (before or
                  after a Notice of Acceleration Default shall have been given
                  to the Collateral Agent by the Required Lender Representative)
                  shall be deposited in the Cash Collateral Account and, at any
                  time before a Notice of Acceleration Default shall have been
                  given to the Collateral Agent by the Required Lender
                  Representative, such moneys shall thereafter be invested
                  and/or disbursed by the 2003 Administrative Agent, for the
                  benefit of the Collateral Agent in accordance with the terms
                  of this Agreement. The Cash Collateral Account shall be under
                  the exclusive dominion and control of the Collateral Agent,
                  and no Grantor shall be entitled to draw thereunder. Prior to
                  the receipt by the Collateral Agent of a Notice of Default,
                  all cash and investments in the Cash Collateral Account shall
                  be invested as set forth in clause (ii) below. Upon receipt of
                  a Notice of Acceleration Default, all cash and investments in
                  the Cash Collateral Account from time to time shall be
                  transferred by the 2003 Administrative Agent for the benefit
                  of the Collateral Agent to the Collateral Account under the
                  Collateral Agent Agreement for disposition in accordance with
                  the provisions thereof; provided, however, that amounts
                  described in the foregoing which would subsequently be paid to
                  the 2003 Administrative Agent for the account of the
                  applicable holders of the Priority Obligations shall be paid
                  directly to the 2003 Administrative Agent for such purpose.

                           (ii)     Prior to the transfer thereof to the
                  Collateral Account under the Collateral Agent Agreement as
                  provided in clause (i) above or the release thereof as
                  provided in clause (v) below, all cash in the Cash Collateral
                  Account shall be invested and reinvested pursuant to written
                  requests of BMCA and at the sole risk of the Grantors in
                  investments consisting of Cash Equivalents. Any loss, expense
                  or tax incurred in connection with any such investment shall
                  be for the sole account of the Grantors. All property
                  purchased with funds in the Cash Collateral Account pursuant
                  to this Section shall constitute part of the Collateral.

<PAGE>

                                       29


                           (iii)    Each Grantor shall establish and at all
                  times thereafter maintain, and shall cause its Subsidiaries to
                  establish and at all times thereafter maintain, a cash
                  management system (the "Cash Management System") as described
                  in this Section 3.4(d). In addition, each Grantor shall
                  establish and at all times thereafter maintain one or more
                  Deposit Accounts with one or more Qualified Depositary
                  Institutions. Each Grantor shall cause its System Cash and the
                  System Cash of its Subsidiaries to be deposited only in a
                  System Cash Account. All System Cash Accounts shall be subject
                  to the sole dominion and control of the Collateral Agent
                  (except for Payroll Accounts, provided that no funds or
                  investments in an aggregate amount in excess of $275,000 for
                  each such Payroll Account or $2,500,000 in the aggregate for
                  all such Payroll Accounts shall at any time be on deposit in
                  such Payroll Accounts), and no Grantor shall have access to or
                  any right to draw upon or withdraw any funds therefrom, except
                  as set forth in clause (v) below with respect to the
                  Disbursement Accounts.

                           (iv)     On the date hereof, there shall be
                  established with or under the control of Citibank, N.A. two
                  accounts (each, a "Disbursement Account" and, individually,
                  "Disbursement Account No. 1" and "Disbursement Account No. 2",
                  respectively) against which each Grantor selected by BMCA
                  shall be entitled to draw checks and request transfers,
                  including ACH and wire transfers, from time to time for the
                  payment of items of Indebtedness of such Grantor to fund costs
                  when due and payable in the ordinary course of business and
                  for other uses permitted by the 2003 Credit Agreement. Also on
                  the date hereof each Grantor (i) may establish or continue the
                  use of one or more accounts (each, a "Payroll Account") for
                  paying payroll and related benefit costs and remitting
                  withholding and other payroll taxes and costs and (ii) may
                  establish one or more Petty Cash Accounts.

                           (v)      Prior to the receipt by the Collateral Agent
                  of a Notice of Default, the 2003 Administrative Agent, for the
                  benefit of the Collateral Agent shall release (A) cash to
                  Disbursement Account No. 1 for transfer to one or more Payroll
                  Accounts in such amounts as are necessary for BMCA from time
                  to time to cover payroll and related benefit costs and amounts
                  required to be remitted for withholding and other payroll
                  taxes and costs of the Grantors, (B) cash to Disbursement
                  Account No. 1 in amounts necessary for BMCA from time to time
                  to pay checks when presented for payment against such
                  Disbursement Account and for transfers (including ACH and wire
                  transfers) out of such Disbursement Account, each for the
                  payment of items of Indebtedness of Grantors to fund costs
                  when due and payable in the ordinary course of business and
                  other uses permitted by the 2003 Credit Agreement, (C) cash to
                  Disbursement Account No. 2 in amounts necessary for BMCA from
                  time to time to be used for the same purposes as permitted
                  under subclause (B) above, except that balances in
                  Disbursement Account No. 2 shall be swept on a daily basis
                  only to the extent set forth below, and (D) cash to
                  Disbursement Account No. 1 for transfer to one or more Petty
                  Cash Accounts in such amounts as are required by BMCA from
                  time to time to reimburse employees as permitted under the
                  2003 Credit Agreement; provided, however, that in the each
                  case specified in clauses (A) through (D) above, the

<PAGE>

                                       30


                  2003 Administrative Agent, for the benefit of the Collateral
                  Agent shall only release such amounts as are (I) requested by
                  BMCA and (II) approved by the 2003 Administrative Agent,
                  provided, further, however, that the 2003 Administrative Agent
                  shall be required to give such approval to the extent that
                  (after giving effect to the ultimate disbursement of such
                  amounts), the sum of (x) the aggregate amount of the Unused
                  Revolving Credit Commitments under the 2003 Credit Agreement,
                  plus (y) the aggregate amount of cash and Cash Equivalents
                  held by BMCA and its Subsidiaries in the Cash Collateral
                  Account equals or exceeds $35 million in the aggregate. BMCA
                  shall be deemed to represent that there is no Default or Event
                  of Default (each, as defined in the 2003 Credit Agreement) in
                  connection with each release of cash from the Cash Collateral
                  Account contemplated by this clause (v). Requests for releases
                  of cash contemplated by this clause (v) shall be in writing.
                  The 2003 Administrative Agent, for the benefit of the
                  Collateral Agent and the Collateral Agent shall be fully
                  protected in complying with all requests for releases of cash
                  believed by it to be genuine and made by an authorized officer
                  of BMCA. All funds in System Cash Accounts shall constitute
                  Collateral hereunder and shall be subject to the security
                  interest created herein in favor of the Collateral Agent for
                  the benefit of the Secured Parties. After receipt by the
                  Collateral Agent of a Notice of Default which has not been
                  withdrawn, no further releases pursuant to this clause (v)
                  shall be made, other than releases requested under subclause
                  (A) above. It is agreed that Disbursement Account No. 1 and
                  Disbursement Account No. 2 are System Cash Accounts to be
                  subject to Depositary Control Agreements, except that (1)
                  balances in such accounts shall be swept as required by the
                  2003 Credit Agreement and (2) balances in Disbursement Account
                  No. 2 shall be swept on a daily basis only to the extent they
                  exceed $1,000,000.

                  (e) Voting and Distributions.

                           (i)      So long as no Default shall be continuing:

                                    (A) except as otherwise provided in Section
                  3.4(b)(i) of this Agreement or elsewhere herein or in the 2003
                  Credit Agreement, each Grantor shall be entitled to exercise
                  or refrain from exercising any and all voting and other
                  consensual rights pertaining to the Investment Related
                  Property or any part thereof for any purpose not inconsistent
                  with the terms of this Agreement, the 2003 Credit Agreement;
                  provided, no Grantor shall exercise or refrain from exercising
                  any such right if the Collateral Agent shall have notified
                  such Grantor that, in the Collateral Agent's reasonable
                  judgment, such action would have a material adverse effect on
                  the value of the Investment Related Property or any part
                  thereof; and provided further, such Grantor shall give the
                  Collateral Agent at least five Business Days' prior written
                  notice of the manner in which it intends to exercise, or the
                  reasons for refraining from exercising, any such right; it
                  being understood, however, that neither the voting by such
                  Grantor of any Pledged Stock for, nor such Grantor's consent
                  to, the election of directors (or similar governing body) at a
                  regularly scheduled annual or other meeting of stockholders or
                  with respect to incidental matters at any such meeting, nor
                  such Grantor's

<PAGE>

                                       31


                  consent to or approval of any action otherwise permitted under
                  this Agreement, the 2003 Credit Agreement, shall be deemed
                  inconsistent with the terms of this Agreement, the 2003 Credit
                  Agreement within the meaning of this Clause (A), and no notice
                  of any such voting or consent need be given to the Collateral
                  Agent; and

                                    (B) the Collateral Agent shall promptly
                  execute and deliver (or cause to be executed and delivered) to
                  each Grantor all proxies, and other instruments as such
                  Grantor may from time to time reasonably request for the
                  purpose of enabling such Grantor to exercise the voting and
                  other consensual rights when and to the extent which it is
                  entitled to exercise pursuant to clause (A) above;

                           (ii)     During the continuation of a Default:

                                    (A) all rights of each Grantor to exercise
                  or refrain from exercising the voting and other consensual
                  rights which it would otherwise be entitled to exercise
                  pursuant hereto shall cease and all such rights shall
                  thereupon become vested in the Collateral Agent who shall
                  thereupon have the sole right to exercise such voting and
                  other consensual rights; and

                                    (B) in order to permit the Collateral Agent
                  to exercise the voting and other consensual rights which it
                  may be entitled to exercise pursuant hereto and to receive all
                  dividends and other distributions which it may be entitled to
                  receive hereunder: (1) each Grantor shall promptly execute and
                  deliver (or cause to be executed and delivered) to the
                  Collateral Agent all proxies, dividend payment orders and
                  other instruments as the Collateral Agent may from time to
                  time reasonably request and (2) each Grantor acknowledges that
                  the Collateral Agent may utilize the power of attorney set
                  forth in Section 5.

                  3.5 LETTER OF CREDIT RIGHTS.

                  Each Grantor hereby represents and warrants that all material
letters of credit to which such Grantor is a beneficiary are listed on Schedule
3.5 hereto.

                  3.6 INTELLECTUAL PROPERTY COLLATERAL.

                  (a) Representations and Warranties. Except as disclosed in
Schedule 3.6(H), each Grantor hereby represents and warrants, that:

                           (i)      Schedule 3.6 sets forth a true and complete
                  list of (i) all United States, state and foreign registrations
                  of and applications for Patents, Trademarks, and Copyrights
                  owned by each Grantor and (ii) all Patent Licenses, Trademark
                  Licenses, Copyright Licenses, and Trade Secret Licenses
                  material to the business of such Grantor;

                           (ii)     it is the sole and exclusive owner of the
                  entire right, title, and interest in and to all Intellectual
                  Property Collateral on Schedule 3.6, and owns or

<PAGE>

                                       32


                  has the valid right to use all other Intellectual Property
                  Collateral used in or necessary to conduct its business, free
                  and clear of all Liens, claims, encumbrances and licenses,
                  except for Permitted Liens and the licenses set forth on
                  Schedule 3.6(B), (D), (F) and (G);

                           (iii)    all Intellectual Property Collateral
                  material to the business of each Grantor is subsisting and has
                  not been adjudged invalid or unenforceable, in whole or in
                  part, and each Grantor has performed all acts and has paid all
                  renewal, maintenance, and other fees and taxes required to
                  maintain each and every registration and application of such
                  material Intellectual Property Collateral in full force and
                  effect;

                           (iv)     all Intellectual Property Collateral
                  material to the business of each Grantor is valid and
                  enforceable; no holding, decision, or judgment has been
                  rendered in any action or proceeding before any court or
                  administrative authority challenging the validity of, such
                  Grantor's right to register, or such Grantor's rights to own
                  or use, any such Intellectual Property Collateral and no such
                  action or proceeding is pending or, to the best of such
                  Grantor's knowledge, threatened;

                           (v)      all registrations and applications for
                  Copyrights, Patents and Trademarks are standing in the name of
                  each Grantor, and none of the Trademarks, Patents, Copyrights
                  or Trade Secret Collateral has been licensed by any Grantor to
                  any affiliate or third party, except as disclosed in Schedule
                  3.6(B), (D), (F), or (G);

                           (vi)     each Grantor has been using appropriate
                  statutory notice of registration in connection with its use of
                  registered Trademarks, proper marking practices in connection
                  with the use of Patents, and appropriate notice of copyright
                  in connection with the publication of Copyrights material to
                  the business of such Grantor;

                           (vii)    the conduct of such Grantor's business does
                  not, to such Grantor's knowledge, infringe upon or
                  misappropriate, dilute, misuse, or otherwise violate any
                  trademark, patent, copyright, trade secret or similar
                  intellectual property right owned or controlled by a third
                  party; no claim has been made that the use of any Intellectual
                  Property Collateral owned or used by Grantor (or any of its
                  respective licensees) violates the asserted rights of any
                  third party;

                           (viii)   to such Grantor's knowledge, no third party
                  is infringing upon any Intellectual Property Collateral owned
                  or used by each Grantor, or any of its respective licensees;

                           (ix)     no settlement or consents, covenants not to
                  sue, non-assertion assurances, or releases have been entered
                  into by any Grantor or to which such Grantor is bound that
                  adversely effect such Grantor's rights to own or use any
                  Intellectual Property Collateral that is material to the
                  business of such Grantor; and

<PAGE>

                                       33


                           (x)      There is no effective financing statement or
                  other document or instrument now executed, or on file or
                  recorded in any public office, granting a security interest in
                  or otherwise encumbering any part of the material Intellectual
                  Property Collateral, other than in favor of the Collateral
                  Agent or as otherwise permitted under the 2003 Credit
                  Agreement and the related Loan Documents.

                           (xi)     To the knowledge of the Grantors, each
                  Copyright License, Patent License, Trademark License and Trade
                  Secret License is valid and enforceable, is binding on all
                  parties to such license, is in full force and effect, and no
                  party thereto is in material breach thereof or default
                  thereunder.

                           (xii)    To the best of such Grantor's knowledge, (A)
                  none of the Trade Secrets of such Grantor has been used,
                  divulged, disclosed or appropriated to the detriment of such
                  Grantor for the benefit of any other Person other than such
                  Grantor; (B) no employee, independent contractor or agent of
                  such Grantor has misappropriated any trade secrets of any
                  other Person in the course of the performance of his or her
                  duties as an employee, independent contractor or agent of such
                  Grantor; and (C) no employee, independent contractor or agent
                  of such Grantor is in default or material breach of any term
                  of any employment agreement, non-disclosure agreement,
                  assignment of inventions agreement or similar agreement or
                  contract relating in any way to the protection, ownership,
                  development, use or transfer of such Grantor's Intellectual
                  Property Collateral.

                  (b) Covenants and Agreements. Each Grantor hereby covenants
and agrees as follows:

                           (i)      it shall not do any act or omit to do any
                  act whereby any of the Intellectual Property Collateral which
                  is material to the business of Grantor may lapse, or become
                  abandoned, dedicated to the public, or unenforceable, or which
                  would adversely affect the validity, grant, or enforceability
                  of the security interest granted therein;

                           (ii)     it shall, within thirty days of the creation
                  or acquisition of any Copyrightable work which is material to
                  the business of Grantor, apply to register the Copyright in
                  the United States Copyright Office;

                           (iii)    it shall promptly notify the Collateral
                  Agent if it knows or has reason to know that any item of the
                  Intellectual Property Collateral that is material to the
                  business of any Grantor may become (a) abandoned or dedicated
                  to the public or placed in the public domain, (b) invalid or
                  unenforceable, or (c) subject to any adverse determination or
                  development (including the institution of proceedings) in any
                  action or proceeding in the United States Patent and Trademark
                  Office, the United States Copyright Office, and state
                  registry, any foreign counterpart of the foregoing, or any
                  court;

                           (iv)     it shall take all reasonable steps in the
                  United States Patent and Trademark Office, the United States
                  Copyright Office, any state registry or any

<PAGE>

                                       34


                  foreign counterpart of the foregoing, to pursue any
                  application and maintain any registration of each Trademark,
                  Patent, and Copyright owned by any Grantor and material to its
                  business which is now or shall become included in the
                  Intellectual Property Collateral (except for such works with
                  respect to which such Grantor has determined in the exercise
                  of its commercially reasonable judgment that it shall not seek
                  registration) including, but not limited to, those items on
                  Schedule 3.6(A), (C) and (E);

                           (v)      in the event that any Intellectual Property
                  Collateral owned by or exclusively licensed to any Grantor
                  that is material to the business of such Grantor is infringed,
                  misappropriated, or diluted by a third party, such Grantor
                  shall promptly take all reasonable actions to stop such
                  infringement, misappropriation, or dilution and protect its
                  exclusive rights in such Intellectual Property Collateral
                  including, but not limited to, the initiation of a suit for
                  injunctive relief and to recover damages;

                           (vi)     it shall, at the end of each calendar
                  quarter, (a) report to the Collateral Agent (i) the filing of
                  any application to register any Intellectual Property
                  Collateral with the United States Patent and Trademark Office,
                  the United States Copyright Office, or any state registry or
                  foreign counterpart of the foregoing (whether such application
                  is filed by such Grantor or through any agent, employee,
                  licensee, or designee thereof) and (ii) the registration of
                  any Intellectual Property Collateral by any such office, in
                  each case, that occurred in such calendar quarter, by
                  executing and delivering to the Collateral Agent a completed
                  supplement to the Intellectual Property Security Agreement (an
                  "IP Security Agreement Supplement"), substantially in the form
                  of Exhibit A to the Intellectual Property Security Agreement,
                  together with all Supplements and Schedules thereto, and (b)
                  promptly, at such Grantor's expense and cost, record such IP
                  Security Agreement Supplement with the United States Patent
                  and Trademark Office, the United States Copyright Office, or
                  any state registry or foreign counterpart of the foregoing,
                  take all other actions reasonably requested by the Collateral
                  Agent to perfect the Collateral Agent's security interest in
                  and to such Intellectual Property Collateral, and provide
                  evidence of such recordation or action to the Collateral
                  Agent;

                           (vii)    it shall, promptly upon the reasonable
                  request of the Collateral Agent, execute and deliver to the
                  Collateral Agent any document required to acknowledge,
                  confirm, register, record, or perfect the Collateral Agent's
                  interest in any part of the Intellectual Property Collateral,
                  whether now owned or hereafter acquired;

                           (viii)   except with the prior consent of the
                  Collateral Agent or as permitted under the Credit Agreement,
                  each Grantor shall not execute, and there will not be on file
                  in any public office, any financing statement or other
                  document or instruments, except financing statements or other
                  documents or instruments filed or to be filed in favor of the
                  Collateral Agent, and each Grantor shall not sell, assign,
                  transfer, license, grant any option, or create or suffer to
                  exist any Lien

<PAGE>

                                       35


                  upon or with respect to the Intellectual Property Collateral,
                  except (i) for the Lien created by and under this Agreement
                  and the other Credit Documents, (ii) Permitted Liens and (iii)
                  that a Grantor may license or sublicense its Intellectual
                  Property in the ordinary course of its business;

                           (ix)     it shall take all steps reasonably necessary
                  to protect the secrecy of all trade secrets relating to the
                  products and services sold or delivered under or in connection
                  with the Intellectual Property Collateral, including, without
                  limitation, entering into confidentiality agreements with
                  employees and labeling and restricting access to secret
                  information and documents;

                           (x)      it shall use proper statutory notice in
                  connection with its use of any of the Intellectual Property
                  Collateral; and

                           (xi)     it shall continue to collect, at its own
                  expense, all amounts due or to become due to such Grantor in
                  respect of the Intellectual Property Collateral or any portion
                  thereof. In connection with such collections, each Grantor may
                  take (and, at the Collateral Agent's reasonable direction,
                  shall take) such action as such Grantor or the Collateral
                  Agent may deem reasonably necessary or advisable to enforce
                  collection of such amounts. Notwithstanding the foregoing, the
                  Collateral Agent shall have the right at any time, to notify,
                  or require any Grantor to notify, any obligors with respect to
                  any such amounts of the existence of the security interest
                  created hereby.

                  SECTION 4. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES;
ADDITIONAL GRANTORS.

                  4.1 ACCESS; RIGHT OF INSPECTION. At all reasonable times upon
reasonable prior notice, the Collateral Agent shall have full and free access
during normal business hours to all the books, correspondence and records of
each Grantor, and the Collateral Agent and its representatives may examine the
same, take extracts therefrom and make photocopies thereof, and each Grantor
agrees to render to the Collateral Agent, at such Grantor's cost and expense,
such clerical and other assistance as may be reasonably requested with regard
thereto. At all reasonable times upon reasonable prior notice, the Collateral
Agent shall also have the right to enter any premises of each Grantor and
inspect any property of each Grantor where any of the Intellectual Property,
Inventory or Equipment of such Grantor granted pursuant to this Agreement is
located for the purpose of inspecting the same, observing its use or otherwise
protecting its interests therein.

                  4.2 FURTHER ASSURANCES.

                  (a) Each Grantor agrees that from time to time, at the expense
of such Grantor, that it shall promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that the Collateral Agent may reasonably request, in order to
create and/or maintain the validity, perfection or priority of and protect any
security interest granted or purported to be granted hereby or to enable the
Collateral Agent to

<PAGE>

                                       36


exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, each Grantor
shall:

                           (i)      execute and file such financing or
                  continuation statements, or amendments thereto, and execute
                  and deliver such other agreements, instruments, indorsements,
                  powers of attorney or notices, as may be necessary or
                  desirable, or as the Collateral Agent may reasonably request,
                  in order to perfect and preserve the security interests
                  granted or purported to be granted hereby;

                           (ii)     take all actions necessary to ensure the
                  recordation of appropriate evidence of the liens and security
                  interest granted hereunder in the Intellectual Property
                  Collateral, including, but not limited to, executing or
                  otherwise authenticating an agreement, in substantially the
                  form of Exhibit O to the 2003 Credit Agreement hereto or
                  otherwise in form and substance satisfactory to the Collateral
                  Agent, with any intellectual property registry in which said
                  Intellectual Property Collateral is registered or in which an
                  application for registration is pending including, without
                  limitation, the United States Patent and Trademark Office, the
                  United States Copyright Office, the various Secretaries of
                  State, and the foreign counterparts on any of the foregoing;

                           (iii)    at all reasonable times upon reasonable
                  prior notice, exhibit the Collateral to and allow inspection
                  of the Collateral by the Collateral Agent, or persons
                  designated by the Collateral Agent; and

                           (iv)     at the Collateral Agent's request, appear in
                  and defend any action or proceeding that may affect such
                  Grantor's title to or the Collateral Agent's security interest
                  in all or any part of the Collateral.

                  (b) In addition, to the extent permitted by applicable law,
each Grantor hereby authorizes the Collateral Agent to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral without the signature of such Grantor. Each Grantor
agrees that a photographic or other reproduction of this Agreement or of a
financing statement signed by such Grantor shall be sufficient as a financing
statement and may be filed as a financing statement in any and all
jurisdictions. Each Grantor shall furnish to the Collateral Agent from time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Collateral Agent
may reasonably request, all in reasonable detail.

                  (c) Each Grantor hereby authorizes the Collateral Agent to
file a record or records (as defined in the UCC), including, without limitation,
financing statements, in all jurisdictions and with all filing offices as the
Collateral Agent may determine, in its sole discretion, are necessary or
advisable to perfect the security interest granted to the Collateral Agent
herein. Such financing statements may describe the Collateral in the same manner
as described herein or may contain an indication or description of collateral
that describes such property in any other manner as the Collateral Agent may
determine, in its sole discretion, is necessary, advisable or prudent to ensure
the perfection the security interest in the Collateral granted to the Collateral

<PAGE>

                                       37


Agent herein, including, without limitation, describing such property as "all
assets" or "all personal property."

                  (d) Each Grantor hereby authorizes the Collateral Agent to
modify this Agreement after obtaining such Grantor's approval of or signature to
such modification by amending Schedule 3.6 to include reference to any right,
title or interest in any existing Intellectual Property Collateral or any
Intellectual Property Collateral acquired or developed by any Grantor after the
execution hereof or to delete any reference to any right, title or interest in
any Intellectual Property Collateral in which any Grantor no longer has or
claims any right, title or interest.

                  4.3 ADDITIONAL GRANTORS. From time to time subsequent to the
date hereof, additional Persons may become parties hereto as additional Grantors
(each, an "Additional Grantor"), by executing a Security Agreement Supplement.
Upon delivery of any such Security Agreement Supplement to the Collateral Agent,
notice of which is hereby waived by each Grantor, each Additional Grantor shall
be a Grantor and shall be as fully a party hereto as if Additional Grantor were
an original signatory hereto. Each Grantor expressly agrees that its obligations
arising hereunder shall not be affected or diminished by the addition or release
of any other Grantor hereunder, nor by any election of the Collateral Agent not
to cause any Person to become an Additional Grantor hereunder. This Agreement
shall be fully effective as to any Grantor that is or becomes a party hereto
regardless of whether any other Person becomes or fails to become or ceases to
be a Grantor hereunder.

                  SECTION 5. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

                  5.1 POWER OF ATTORNEY. Each Grantor hereby irrevocably
appoints the Collateral Agent (such appointment being coupled with an interest)
as such Grantor's attorney-in-fact, with full authority in the place and stead
of such Grantor and in the name of such Grantor, the Collateral Agent or
otherwise, from time to time to take any action and to execute any instrument
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation, the following:

                  (a) during the continuation of any Default, to obtain and
adjust insurance required to be maintained by such Grantor or paid to the
Collateral Agent pursuant to the Credit Agreement;

                  (b) during the continuation of any Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Collateral;

                  (c) during the continuation of any Default, to receive,
indorse and collect any drafts or other instruments, documents and chattel paper
in connection with clause (b) above;

                  (d) during the continuation of any Default, to file any claims
or take any action or institute any proceedings that the Collateral Agent may
deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of the Collateral Agent with respect to any of
the Collateral;

<PAGE>

                                       38


                  (e) to prepare and file (at the instruction of and in
consultation with the 2003 Administrative Agent and the Senior Notes Trustees)
any UCC financing statements in the name of such Grantor as debtor;

                  (f) to prepare, sign (if necessary), and file (at the
instruction of and in consultation with the 2003 Administrative Agent and the
Senior Notes Trustees) for recordation in any intellectual property registry,
appropriate evidence of the lien and security interest granted herein in the
Intellectual Property Collateral in the name of Grantor as assignor;

                  (g) to take or cause to be taken all actions necessary to
perform or comply or cause performance or compliance with the terms of this
Agreement, including, without limitation, access to pay or discharge taxes or
Liens (other than Liens permitted under this Agreement or the 2003 Credit
Agreement and Permitted Liens) levied or placed upon or threatened against the
Collateral, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by the Collateral Agent in its sole
discretion, any such payments made by the Collateral Agent to become obligations
of such Grantor to the Collateral Agent, due and payable immediately without
demand; and

                  (h) generally to sell, transfer, pledge, make any agreement
with respect to or otherwise deal with any of the Collateral as fully and
completely as though the Collateral Agent were the absolute owner thereof for
all purposes, and to do, at the Collateral Agent's option and such Grantor's
expense, at any time or from time to time, all acts and things that the
Collateral Agent deems reasonably necessary to protect, preserve or realize upon
the Collateral and the Collateral Agent's security interest therein in order to
effect the intent of this Agreement, all as fully and effectively as such
Grantor might do.

                  5.2 NO DUTY ON THE PART OF COLLATERAL AGENT OR SECURED
PARTIES. The powers conferred on the Collateral Agent hereunder are solely to
protect the interests of the Secured Parties in the Collateral and shall not
impose any duty upon the Collateral Agent or any Secured Party to exercise any
such powers. The Collateral Agent and the Secured Parties shall be accountable
only for amounts that they actually receive as a result of the exercise of such
powers, and neither they nor any of their officers, directors, employees or
agents shall be responsible to any Grantor for any act or failure to act
hereunder, except for their own gross negligence or willful misconduct.

                  SECTION 6. REMEDIES.

                  6.1 GENERALLY.

                  (a) If any Default shall be continuing, the Collateral Agent
may exercise in respect of the Collateral, in addition to all other rights and
remedies provided for herein or otherwise available to it at law or in equity,
all the rights and remedies of the Collateral Agent on default under the UCC
(whether or not the UCC applies to the affected Collateral), and also may pursue
any of the following separately, successively or simultaneously:

                           (i)      require any Grantor to, and each Grantor
                  hereby agrees that it shall at its expense and promptly upon
                  request of the Collateral Agent forthwith, assemble all or
                  part of the Collateral as directed by the Collateral Agent and
                  make

<PAGE>

                                       39


                  it available to the Collateral Agent at a place to be
                  designated by the Collateral Agent that is reasonably
                  convenient to both parties;

                           (ii)     enter onto the property where any Collateral
                  is located and take possession thereof with or without
                  judicial process;

                           (iii)    prior to the disposition of the Collateral,
                  store, process, repair or recondition the Collateral or
                  otherwise prepare the Collateral for disposition in any manner
                  to the extent the Collateral Agent deems appropriate;

                           (iv)     without notice except as specified below,
                  sell, assign, lease, license (on an exclusive or non-exclusive
                  basis) or otherwise dispose of the Collateral or any part
                  thereof in one or more parcels at public or private sale, at
                  any of the Collateral Agent's offices or elsewhere, for cash,
                  on credit or for future delivery, at such time or times and at
                  such price or prices and upon such other terms as the Required
                  Lender Representative may deem commercially reasonable; and

                           (v)      exercise dominion and control over, and
                  refuse to permit further withdrawals (whether of money,
                  securities, instruments or other property) from any Deposit
                  Account maintained with the Collateral Agent constituting part
                  of the Collateral.

                  (b) The Collateral Agent or any Secured Party may be the
purchaser of any or all of the Collateral at any such sale and the Collateral
Agent, as Collateral Agent for and representative of the Secured Parties, shall
be entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Obligations as a credit on account of the
purchase price for any Collateral payable by the Collateral Agent at such sale.
Each purchaser at any such sale shall hold the property sold absolutely free
from any claim or right on the part of any Grantor, and each Grantor hereby
waives (to the extent permitted by applicable law) all rights of redemption,
stay and/or appraisal which it now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted. Each Grantor
agrees that, to the extent notice of sale shall be required by law, at least ten
days notice to such Grantor of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Collateral Agent
may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned. Each Grantor hereby
waives any claims against the Collateral Agent arising by reason of the fact
that the price at which any Collateral may have been sold at such a private sale
was less than the price which might have been obtained at a public sale, even if
the Collateral Agent accepts the first offer received and does not offer such
Collateral to more than one offeree. If the proceeds of any sale or other
disposition of the Collateral are insufficient to pay all the Obligations, each
Grantor shall be liable for the deficiency and the fees of any attorneys
employed by the Collateral Agent to collect such deficiency. Each Grantor
further agrees that a breach of any of the covenants contained in this Section
will cause irreparable injury to the Collateral Agent, that the Collateral Agent
has no adequate remedy at law in respect of such

<PAGE>

                                       40


breach and, as a consequence, that each and every covenant contained in this
Section shall be specifically enforceable against such Grantor, and such Grantor
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no default has
occurred giving rise to the Obligations becoming due and payable prior to their
stated maturities. Nothing in this Section shall in any way alter the rights of
the Collateral Agent hereunder.

                  (c) The Collateral Agent may sell the Collateral without
giving any warranties as to the Collateral. The Collateral Agent may
specifically disclaim any warranties of title or the like. This procedure will
not be considered to adversely effect the commercial reasonableness of any sale
of the Collateral.

                  (d) If the Collateral Agent sells any of the Collateral on
credit, the Obligations will be credited only with payments actually made by the
purchaser and received by the Collateral Agent and applied to the indebtedness
of the purchaser. In the event the purchaser fails to pay for the Collateral,
the Collateral Agent may resell the Collateral.

                  (e) The Collateral Agent shall have no obligation to marshall
any of the Collateral.

                  6.2 INVESTMENT RELATED PROPERTY. Each Grantor recognizes that,
by reason of certain prohibitions contained in the Securities Act and applicable
state securities laws, the Collateral Agent may be compelled, with respect to
any sale of all or any part of the Investment Related Property conducted without
prior registration or qualification of such Investment Related Property under
the Securities Act and/or such state securities laws, to limit purchasers to
those who will agree, among other things, to acquire the Investment Related
Property for their own account, for investment and not with a view to the
distribution or resale thereof. Each Grantor acknowledges that any such private
sale may be at prices and on terms less favorable than those obtainable through
a public sale without such restrictions (including a public offering made
pursuant to a registration statement under the Securities Act) and,
notwithstanding such circumstances, each Grantor agrees that any such private
sale shall be deemed to have been made in a commercially reasonable manner and
that the Collateral Agent shall have no obligation to engage in public sales and
no obligation to delay the sale of any Investment Related Property for the
period of time necessary to permit the issuer thereof to register it for a form
of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would, or should, agree to
so register it. If the Collateral Agent determines to exercise its right to sell
any or all of the Investment Related Property, upon written request, each
Grantor shall and shall cause each issuer of any Pledged Stock to be sold
hereunder, each partnership and each limited liability company from time to time
to furnish to the Collateral Agent all such information as the Collateral Agent
may request in order to determine the number and nature of interest, shares or
other instruments included in the Investment Related Property which may be sold
by the Collateral Agent in exempt transactions under the Securities Act and the
rules and regulations of the Securities and Exchange Commission thereunder, as
the same are from time to time in effect.

                  6.3 INTELLECTUAL PROPERTY COLLATERAL.

<PAGE>

                                       41


                  (a) Anything contained herein to the contrary notwithstanding,
at any time during the continuation of a Default:

                           (i)      the Collateral Agent shall have the right
                  (but not the obligation) to bring suit or otherwise commence
                  any action or proceeding in the name of any Grantor, the
                  Collateral Agent or otherwise, in the Collateral Agent's sole
                  discretion, to enforce any Intellectual Property Collateral,
                  in which event such Grantor shall, at the request of the
                  Collateral Agent, do any and all lawful acts and execute any
                  and all documents required by the Collateral Agent in aid of
                  such enforcement and such Grantor shall promptly, upon demand,
                  reimburse and indemnify the Collateral Agent as provided in
                  Section 10 hereof in connection with the exercise of its
                  rights under this Section, and, to the extent that the
                  Collateral Agent shall elect not to bring suit to enforce any
                  Intellectual Property Collateral as provided in this Section,
                  each Grantor agrees to use all reasonable measures, whether by
                  action, suit, proceeding or otherwise, to prevent the
                  infringement of any of the Intellectual Property Collateral by
                  others and for that purpose agrees to diligently maintain any
                  action, suit or proceeding against any Person so infringing as
                  shall be necessary to prevent such infringement;

                           (ii)     upon written demand from the Collateral
                  Agent, each Grantor shall grant, assign, convey or otherwise
                  transfer to the Collateral Agent all of such Grantor's right,
                  title and interest in and to the Intellectual Property
                  Collateral and shall execute and deliver to the Collateral
                  Agent such documents as are necessary or appropriate to carry
                  out the intent and purposes of this Agreement;

                           (iii)    each Grantor agrees that such an assignment
                  and/or recording shall be applied to reduce the Obligations
                  outstanding only to the extent that the Collateral Agent (or
                  any Secured Party) receives cash proceeds in respect of the
                  sale of, or other realization upon, the Intellectual Property
                  Collateral;

                           (iv)     within five (5) Business Days after written
                  notice from the Collateral Agent, each Grantor shall make
                  available to the Collateral Agent, to the extent within such
                  Grantor's power and authority, such personnel in such
                  Grantor's employ on the date of such Default as the Collateral
                  Agent may reasonably designate, by name, title or job
                  responsibility, to permit such Grantor to continue, directly
                  or indirectly, to produce, advertise and sell the products and
                  services sold or delivered by such Grantor under or in
                  connection with the Trademarks, Trademark Licenses, such
                  persons to be available to perform their prior functions on
                  the Collateral Agent's behalf and to be compensated by the
                  Collateral Agent at such Grantor's expense on a per diem,
                  pro-rata basis consistent with the salary and benefit
                  structure applicable to each as of the date of such Default;
                  and

                           (v)      the Collateral Agent shall have the right to
                  notify, or require each Grantor to notify, any obligors with
                  respect to amounts due or to become due to such Grantor in
                  respect of the Intellectual Property Collateral, of the
                  existence of the security interest created herein, to direct
                  such obligors to make payment of all

<PAGE>

                                       42


                  such amounts directly to the Collateral Agent, and, upon such
                  notification and at the expense of such Grantor, to enforce
                  collection of any such amounts and to adjust, settle or
                  compromise the amount or payment thereof, in the same manner
                  and to the same extent as such Grantor might have done;

                           (vi)     all amounts and proceeds (including checks
                  and other instruments) received by each Grantor in respect of
                  amounts due to such Grantor in respect of the Collateral or
                  any portion thereof shall be received in trust for the benefit
                  of the Collateral Agent hereunder, shall be segregated from
                  other funds of such Grantor and shall be forthwith paid over
                  or delivered to the Collateral Agent in the same form as so
                  received (with any necessary endorsement) to be held as cash
                  Collateral and applied as provided by Section 6.5; and

                           (vii)    no Grantor shall adjust, settle or
                  compromise the amount or payment of any such amount or release
                  wholly or partly any obligor with respect thereto or allow any
                  credit or discount thereon.

                  (b) If (i) a Default shall have occurred and, by reason of
cure, waiver, modification, amendment or otherwise, no longer be continuing,
(ii) no other Default shall be continuing, (iii) an assignment or other transfer
to the Collateral Agent of any rights, title and interests in and to the
Intellectual Property Collateral shall have been previously made and shall have
become absolute and effective, and (iv) the Obligations shall not have become
immediately due and payable, upon the written request of any Grantor, the
Collateral Agent shall promptly execute and deliver to such Grantor, at such
Grantor's sole cost and expense, such assignments or other transfer as may be
necessary to reassign to such Grantor any such rights, title and interests as
may have been assigned to the Collateral Agent as aforesaid, subject to any
disposition thereof that may have been made by the Collateral Agent; provided,
after giving effect to such reassignment, the Collateral Agent's security
interest granted pursuant hereto, as well as all other rights and remedies of
the Collateral Agent granted hereunder, shall continue to be in full force and
effect; and provided further, the rights, title and interests so reassigned
shall be free and clear of all Liens other than Liens (if any) encumbering such
rights, title and interest at the time of their assignment to the Collateral
Agent and Permitted Liens.

                  (c) Solely for the purpose of enabling the Collateral Agent to
exercise rights and remedies under this Section 6 and at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, each Grantor hereby grants to the Collateral Agent, to the extent it
has the right to do so, an irrevocable, non-exclusive license (exercisable
without payment of royalty or other compensation to such Grantor), subject, in
the case of Trademarks, to sufficient rights to quality control and inspection
in favor of such Grantor to avoid the risk of invalidation of said Trademarks,
to use, operate under, license, or sublicense any Intellectual Property
Collateral now owned or hereafter acquired by such Grantor, and wherever the
same may be located.

                  6.4 CASH PROCEEDS. In addition to the rights of the Collateral
Agent specified in Section 3.3 with respect to payments of Receivables, all
proceeds of any Collateral received by any Grantor consisting of cash, checks
and other near-cash items (collectively, "Cash Proceeds") shall be held by such
Grantor in trust for the Collateral Agent, segregated from other funds of

<PAGE>

                                       43


such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over
to the Collateral Agent in the exact form received by such Grantor (duly
indorsed by such Grantor to the Collateral Agent, if required) for deposit in
the Cash Collateral Account to be held and disposed of as provided in Section
3.4(d).

                  6.5 APPLICATION OF PROCEEDS. All proceeds received by the
Collateral Agent in respect of any sale, any collection from, or other
realization upon all or any part of the Collateral shall be applied as provided
in the Collateral Agent Agreement.

                  SECTION 7. AGENTS.

                  (a) The Collateral Agent has been appointed to act as
Collateral Agent hereunder pursuant to the terms of the Collateral Agent
Agreement. The duties, powers, rights, limitations of liability, the standard of
care, the disclaimers and indemnifications in favor of the Collateral Agent are
set forth in the Collateral Agent Agreement, the provisions for which are
incorporated herein as if fully set forth herein. In the event of a conflict
between any of the provisions of this Agreement and any of the provisions of the
Collateral Agent Agreement, the provisions of the Collateral Agent Agreement
shall control.

                  (b) The Administrative Agent has been appointed to act as
agent for the Collateral Agent hereunder pursuant to the terms of the Collateral
Agent Agreement. The duties, powers, rights, limitations of liability, the
standard of care, the disclaimers and indemnifications in favor of the
Administrative Agent, in its capacity as agent for the Collateral Agent, are set
forth in the Collateral Agent Agreement, the provisions for which are
incorporated herein as if fully set forth herein. In the event of a conflict
between any of the provisions of this Agreement and any of the provisions of the
Collateral Agent Agreement, the provisions of the Collateral Agent Agreement
shall control.

                  SECTION 8. CONTINUING SECURITY INTEREST.

                  This Agreement and the security interest granted herein shall
terminate at such time as the Collateral Agent releases the security interest
pursuant to the provisions of Section 7.1 of the Collateral Agent Agreement. In
connection with any termination, partial termination, release or partial release
of the security interest pursuant to this Agreement or a Credit Agreement, the
Collateral Agent, at the direction of the Required Lender Representative, shall
execute and deliver to the applicable Grantor at the expense of such Grantor
such UCC termination or release statements and similar documents that such
Grantor shall reasonably request to evidence any such termination or release.
Any execution and delivery of documents pursuant to this Section shall be
without recourse to the Collateral Agent.

                  SECTION 9. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

                  The powers conferred on the Collateral Agent hereunder are
solely to protect its interest in the Collateral and shall not impose any duty
upon it to exercise any such powers. Except for the exercise of reasonable care
in the custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Collateral Agent shall have no duty as to
any Collateral or as to the taking of any necessary steps to preserve rights
against prior

<PAGE>

                                       44


parties or any other rights pertaining to any Collateral. The Collateral Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which the Collateral Agent accords its own
property. Neither the Collateral Agent nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize
upon all or any part of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or otherwise. If any Grantor fails to perform any
agreement contained herein, the Collateral Agent may itself perform, or cause
performance of, such agreement, and the expenses of the Collateral Agent
incurred in connection therewith shall be payable by each Grantor as an
additional Obligation secured by the Collateral.

                  SECTION 10. INDEMNITY AND EXPENSES.

                  (a) Each Grantor agrees:

                           (i)      to defend (subject to the Indemnitees'
                  selection of counsel), indemnify, pay and hold harmless each
                  Indemnitee, from and against any and all claims, losses and
                  liabilities in any way relating to, growing out of or
                  resulting from this Agreement and the transactions
                  contemplated hereby (including without limitation enforcement
                  of this Agreement), except to the extent such claims, losses
                  or liabilities result from such Indemnitee's gross negligence
                  or willful misconduct; and

                           (ii)     to pay to the Collateral Agent promptly
                  following written demand the amount of any and all reasonable
                  costs and reasonable expenses, including the reasonable fees
                  and expenses of its counsel and of any experts and agents in
                  accordance with the terms and conditions of the Credit
                  Documents.

                  (b) The obligations of each Grantor in this Section 10 shall
survive the resignation or removal of the Collateral Agent and the termination
of this Agreement and the discharge of such Grantor's other obligations under
this Agreement, the Hedge Agreements and Credit Documents.

                  SECTION 11. NOTICES.

                  All communications and notices hereunder shall be in writing
and given as provided in Section 9.2 of the Collateral Agent Agreement.

                  SECTION 12. BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS.

                  Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
assigns of such party. This Agreement shall become effective as to the Grantors
at such time as the 2003 Credit Agreement has become effective and when a
counterpart hereof executed on behalf of the Grantors shall have been delivered
to the Collateral Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon the
Grantors and the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of the Grantors, the

<PAGE>

                                       45


Collateral Agent and the other Secured Parties, and their respective successors
and assigns, except that of the Grantors shall not have the right to assign its
rights or obligations hereunder or any interest herein or in the Collateral (and
any such attempted assignment shall be void), except as expressly contemplated
by this Agreement.

                  SECTION 13. SURVIVAL OF AGREEMENT; SEVERABILITY.

                  (a) All covenants, agreements, representations and warranties
made by the Grantors herein and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the Collateral Agent and the other
Secured Parties and shall survive the execution and delivery hereof.

                  (b) In the event any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein or therein shall not in any way be affected or impaired thereby
(it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

                  SECTION 14. AMENDMENTS.

                  This Agreement may not be amended, revised, restated or
supplemented without the prior written consent of BMCA, acting for itself and
each other Grantor, and the Collateral Agent.

                  SECTION 15. GOVERNING LAW.

                  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 16. COUNTERPARTS.

                  This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one contract, and shall become effective as provided in Section 12. Delivery
of an executed counterpart of this Agreement by facsimile transmission shall be
as effective as delivery of a manually executed counterpart of this Agreement.

                  SECTION 17. HEADINGS.

                  Section headings used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of,
or be taken into consideration in interpreting, this Agreement.

<PAGE>

                                       46


                  SECTION 18. JURISDICTION; CONSENT TO SERVICE OF PROCESS.

                  (a) Each Grantor hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or Federal court of the United States of America sitting in
New York County, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding may be heard and determined
in such New York State court or, to the extent permitted by applicable law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Collateral Agent or
any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement against any Grantor or any of its property, in the
courts of any jurisdiction.

                  (b) Each Grantor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (a) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

                  (c) Each party hereto irrevocably consents to service of
process in the manner provided for notices in Section 11. Nothing in this
Agreement will affect the right of any party hereto to serve process in any
other manner permitted by law.

                  SECTION 19. THE MORTGAGES.

                  In the event that any of the Collateral hereunder is also
subject to a valid and enforceable Lien under the terms of any Mortgage and the
terms of such Mortgage are inconsistent with the terms of this Agreement, then
with respect to such Collateral, the terms of such Mortgage shall be controlling
in the case of fixtures, letting and licenses of, and contracts and agreements
relating to the lease of, real property, and the terms of this Agreement shall
be controlling in the case of all other Collateral.

<PAGE>

                                       47


                  SECTION 20. WAIVER OF JURY TRIAL.

                  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                  IN EVIDENCE OF THE FOREGOING, each Grantor and the Collateral
Agent have caused this Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date first written
above.





                                   BUILDING MATERIALS CORPORATION OF AMERICA

                                   By:   /s/ John Maitner
                                         ---------------------------------------

                                   Name: John Maitner
                                         ---------------------------------------

                                   Title: Vice President and Treasurer
                                         ---------------------------------------

<PAGE>

                                       48


                                   BMCA INSULATION PRODUCTS INC.
                                   BUILDING MATERIALS INVESTMENT CORPORATION
                                   BUILDING MATERIALS MANUFACTURING CORPORATION
                                   DUCTWORK MANUFACTURING CORPORATION
                                   GAF LEATHERBACK CORP.
                                   GAF MATERIALS CORPORATION (CANADA)
                                   GAF PREMIUM PRODUCTS INC.
                                   GAF REAL PROPERTIES, INC.
                                   GAFTECH CORPORATION
                                   LL BUILDING PRODUCTS INC.
                                   PEQUANNOCK VALLEY CLAIM SERVICE COMPANY, INC.
                                   SOUTH PONCA REALTY CORP.
                                   WIND GAP REAL PROPERTY ACQUISITION CORP.


                                   By:   /s/ John Maitner
                                         ---------------------------------------

                                   Name: John Maitner
                                         ---------------------------------------

                                   Title: Vice President and Treasurer
                                         ---------------------------------------

<PAGE>

                                       49


                                   CITIBANK, N.A.,
                                   not in its individual capacity, but solely
                                   as the Collateral Agent under the Collateral
                                   Agent Agreement



                                   By:   /s/ Barbara E. Bennett
                                         ---------------------------------------

                                   Name: Barbara E. Bennett
                                         ---------------------------------------

                                   Title: Assistant Vice President
                                         ---------------------------------------