EXECUTION COPY


                 AMENDED AND RESTATED COLLATERAL AGENT AGREEMENT

                                  by and among

                    BUILDING MATERIALS CORPORATION OF AMERICA

                     AND EACH OTHER GRANTOR A PARTY HERETO,

                         THE 2003 ADMINISTRATIVE AGENT,

                                       AND

                     EACH SENIOR NOTE TRUSTEE A PARTY HERETO

                                       and

                       CITIBANK, N.A., AS COLLATERAL AGENT

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

                            Dated as of July 9, 2003


<PAGE>

                                       i

                                TABLE OF CONTENTS

                                                                           PAGE

SECTION 1.        DEFINITIONS AND OTHER MATTERS................................3

         Section 1.1       Definitions.........................................3

         Section 1.2       Interpretation......................................9

SECTION 2.        CERTAIN OBLIGATIONS AND DUTIES OF THE COLLATERAL AGENT AND
         THE GRANTORS; POWERS OF ATTORNEY......................................9

         Section 2.1       Authorization to Execute Security Documents.........9

         Section 2.2       Certain Representations and Warranties of the
                           Collateral Agent....................................9

         Section 2.3       Actions............................................10

         Section 2.4       Additional Security Documents......................11

         Section 2.5       Powers of Attorney to the Collateral Agent
                           and to BMCA........................................11

         Section 2.6       Copies of Letters and Documents....................12

SECTION 3.        ACTIONABLE DEFAULTS; REMEDIES...............................12

         Section 3.1       Actionable Default.................................12

         Section 3.2       Remedies...........................................13

         Section 3.3       Right to Initiate Judicial Proceedings, etc........13

         Section 3.4       Appointment of a Receiver..........................14

         Section 3.5       Exercise of Powers.................................14

         Section 3.6       Remedies Not Exclusive.............................14

         Section 3.7       Waiver of Certain Rights...........................15

         Section 3.8       Limitation on Collateral Agent's Duties in
                           Respect of Collateral..............................15

         Section 3.9       Limitation by Law..................................15

         Section 3.10      Absolute Rights of the Beneficiaries...............15

SECTION 4.        COLLATERAL ACCOUNT; APPLICATION OF MONEYS...................16

         Section 4.1       The Collateral Account.............................16


<PAGE>
                                       ii

         Section 4.2       Grant of Security Interest; Control of
                           Collateral Account.................................16

         Section 4.3       Investment of Funds Deposited in
                           Collateral Account.................................17

         Section 4.4       Application of Investments.........................18

SECTION 5.        AGREEMENTS WITH THE COLLATERAL AGENT........................21

         Section 5.1       Delivery of Documents..............................21

         Section 5.2       Information as to Beneficiaries....................21

         Section 5.3       Compensation and Expenses..........................22

         Section 5.4       Stamp and Other Similar Taxes......................22

         Section 5.5       Filing Fees, Excise Taxes, etc.....................22

         Section 5.6       Indemnification....................................22

         Section 5.7       Further Assurances.................................23

SECTION 6.        COLLATERAL AGENT............................................23

         Section 6.1       Acceptance of Duties...............................23

         Section 6.2       Exculpatory Provisions.............................23

         Section 6.3       Delegation of Duties; Appointment of
                           Administrative Agent as Sub-Agent..................25

         Section 6.4       Reliance by Collateral Agent.......................25

         Section 6.5       Limitations on Duties of the Collateral Agent......27

         Section 6.6       Moneys Held By Collateral Agent....................27

         Section 6.7       Resignation and Removal of the Collateral Agent....27

         Section 6.8       Status of Successors to the Collateral Agent.......28

         Section 6.9       Merger of the Collateral Agent.....................29

         Section 6.10      Additional Co-Collateral Agents; Separate
                           Collateral Agents..................................29

SECTION 7.        RELEASE OF COLLATERAL.......................................30

         Section 7.1       Conditions to Release of Collateral................30

         Section 7.2       Actions Following Release of the Collateral........32


<PAGE>
                                      iii

SECTION 8.        AGREEMENTS AMONG BENEFICIARIES..............................32

         Section 8.1       Other Agreements Among Beneficiaries...............32

         Section 8.2       Payment of Collateral Agent's Fees.................33

         Section 8.3       Invalidation of Payments...........................33

SECTION 9.        OTHER PROVISIONS............................................33

         Section 9.1       Amendments, Supplements and Waivers................33

         Section 9.2       Notices............................................34

         Section 9.3       Severability.......................................34

         Section 9.4       Dealings with the Grantors.........................34

         Section 9.5       Claims Against the Collateral Agent................34

         Section 9.6       Binding Effect.....................................34

         Section 9.7       Conflict with Other Agreements.....................35

         Section 9.8       Governing Law......................................35

         Section 9.9       Counterparts.......................................35

         Section 9.10        CONSENT TO JURISDICTION..........................35

         Section 9.11        WAIVER OF JURY TRIAL.............................37


<PAGE>
                                       1

                 AMENDED AND RESTATED COLLATERAL AGENT AGREEMENT

          AMENDED AND RESTATED COLLATERAL AGENT 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 Subsidiary of
BMCA a party hereto, each Senior Note Trustee (as defined in Recital B), the
2003 Administrative Agent (as defined in Recital C) and CITIBANK, N.A., a
national banking association, as collateral agent (in such capacity, together
with any successors and assigns, the "COLLATERAL AGENT").

                                    RECITALS:

          (A)       Reference is made to the Collateral Agent Agreement (the
"2000 COLLATERAL AGENT AGREEMENT"), dated as of December 22, 2000 by and among
BMCA, each Subsidiary of BMCA party thereto, each beneficiary specified 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


<PAGE>
                                       2

     connection therewith or thereafter with respect thereto. The senior notes
     issued pursuant to the 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
Book 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, the 2003 Letters of Credit, pursuant to a subsidiary
guaranty or supplements to such Subsidiary Guaranties executed and delivered in
connection with the 2003 Credit Agreement.

          (D)       In consideration for the execution and delivery of the 2003
Credit Agreement by the 2003 Administrative Agent and the 2003 Lenders, the
Borrower, the 2003 Guarantors and the other Subsidiaries of the Borrower that
are signatories thereto have executed and delivered the Security Agreement (as
hereinafter defined) with the Collateral Agent to secure, subject to the terms
and conditions of this Agreement and the Security Documents (as hereinafter
defined), the payment of the Secured Debt (as hereinafter defined).

          (E)       The execution, delivery and effectiveness of the 2003 Credit
Agreement, are conditioned upon this Agreement having been duly executed and
delivered and the 2000 Collateral Agent Agreement having been amended and
restated as set forth herein.

                               COLLATERAL AGENCY:

          To secure the payment, observance and performance of the Secured Debt
and in consideration of the premises and the mutual agreements set forth herein,
the Collateral Agent does hereby acknowledge and accept that it holds as
Collateral Agent, to the extent actually


<PAGE>
                                       3

received as Collateral Agent, pursuant to this Agreement, all of the following
(and each Grantor does hereby consent thereto):

          (A)       the Security Agreement and the Mortgages and the Liens
granted to the Collateral Agent thereunder;

          (B)       the UCC financing statements required to be delivered
pursuant to the 2003 Credit Agreement;

          (C)       each agreement entered into and delivered, from time to
time, pursuant to Sections 2.4, 5.7 or 9.1(b) and the collateral granted to the
Collateral Agent thereunder;

          (D)       the Guaranties;

          (E)       the Collateral Agreement Collateral (as hereinafter
defined); and

          (F)       the Proceeds (as hereinafter defined) of each of the
foregoing.

          The foregoing Security Documents and the Collateral (as hereinafter
defined) and the Proceeds of any and all thereof (the right, title and interest
of the Collateral Agent in the Security Documents and the Collateral and such
Proceeds being hereinafter referred to as the "SECURED DEBT COLLATERAL").

          The Collateral Agent hereby holds the Collateral under and subject to
the terms and conditions set forth herein and in the Security Documents, and for
the benefit of the Beneficiaries (as hereinafter defined) and for the
enforcement of the payment of all Secured Debt, and for the performance of and
compliance with the covenants and conditions of this Agreement, the Senior Note
Indentures, the 2003 Credit Agreement, each other Credit Document (as
hereinafter defined) and each of the Security Documents.

          If the Grantors, or their successors or assigns, shall satisfy all of
the conditions set forth in Section 7 with respect to all or any part of the
Collateral, as the case may be, then (i) if with respect to all of the
Collateral, this Agreement, and the rights assigned in the Security Documents,
shall cease and be void or (ii) if with respect to part of the Collateral, this
Agreement, and the rights assigned in the Security Documents, shall cease and be
void with respect to such part of the Collateral; otherwise they shall remain
and be in full force and effect.

          SECTION 1. DEFINITIONS AND OTHER MATTERS.

          Section 1.1    DEFINITIONS. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

          "ACCELERATION DEFAULT": defined in the Security Agreement.

          "ACH OBLIGATIONS": defined in the Security Agreement.

          "ACTIONABLE DEFAULT": defined in the Security Agreement.


<PAGE>
                                       4

          "AFFILIATE": defined in the Security Agreement.

          "APPROVED BANK": any bank whose (or whose parent company's) unsecured
non-credit supported short-term commercial paper rating from (i) Standard &
Poor's is at least A-1 or the equivalent thereof or (ii) Moody's is at least P-1
or the equivalent thereof.

          "BANKRUPTCY CODE": the federal Bankruptcy Code.

          "BENEFICIARY": each Secured Party.

          "BMCA BANKRUPTCY": defined in Section 4.4(b).

          "BORROWER OBLIGATIONS": defined in the Security Agreement.

          "BUSINESS DAY": (i) any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of the State of New York or is a day on
which banking institutions located in such State are required or authorized by
law or other governmental action to close, and (ii) a day of the year on which
the Collateral Agent is not required or authorized to close.

          "COLLATERAL": defined in the Security Agreement.

          "COLLATERAL ACCOUNT": defined in Section 4.1 which definition shall
include any sub-accounts created thereunder.

          "COLLATERAL AGENT": Citibank, N.A., a national banking association,
and its successors and assigns as provided herein, in its capacity as collateral
agent for the benefit of the Beneficiaries.

          "COLLATERAL AGENT'S FEES": all fees, costs and expenses of the
Collateral Agent of the types described in Sections 5.3, 5.4, 5.5 and 5.6.

          "COLLATERAL AGENT'S LIENS": all liens and security interests against
the Secured Debt Collateral which result from (i) claims against the Collateral
Agent unrelated to the transactions contemplated by this Agreement and the
Security Documents or (ii) affirmative acts by the Collateral Agent creating a
lien or security interest other than as contemplated by this Agreement.

          "COLLATERAL AGREEMENT COLLATERAL": defined in Section 4.2(a).

          "CREDIT DOCUMENT": defined in the Security Agreement.

          "CREDIT PARTY": defined in the Security Agreement.

          "DEBT INSTRUMENT": defined in the Security Agreement.

          "DEPOSIT ACCOUNTS": defined in the Security Agreement.

          "DEPOSITARY CONTROL AGREEMENT": defined in the Security Agreement.


<PAGE>
                                       5

          "DISTRIBUTION DATES": the Business Days fixed by the Collateral Agent
(the first of which shall occur as soon as practicable after a Notice of Default
has been given by the Required Lender Representative, but in no event more than
ninety days after the giving by the Required Lender Representative of a Notice
of Default which has not theretofore been withdrawn and the balance of which
shall, so long as such Notice of Default shall not have been withdrawn by the
Required Lender Representative, be on each succeeding Business Day thereafter)
for the distribution of all moneys held by the Collateral Agent in the
Collateral Account.

          "GOVERNMENTAL AUTHORITY": any foreign, federal, state, municipal or
other government, or any department, commission, board, bureau, agency, public
authority or instrumentality thereof, or any court or arbitrator.

          "GRANTORS": defined in the Security Agreement.

          "GUARANTIES": defined in the Security Agreement.

          "GUARANTOR OBLIGATIONS": defined in the Security Agreement.

          "HEDGE OBLIGATIONS": defined in the Security Agreement.

          "JUNIOR OBLIGATIONS": defined in the Security Agreement.

          "LENDER": defined in the Security Agreement.

          "LENDER REPRESENTATIVE": the 2003 Administrative Agent, or each Senior
Note Trustee, as the case may be.

          "LOANS": defined in the Security Agreement.

          "MOODY'S": Moody's Investors Service, Inc. and any successor thereto
that is a nationally recognized rating agency or, if neither Moody's Investors
Service, Inc. nor any such successor shall be in the business of rating senior
unsecured long-term debt, a nationally recognized rating agency in the United
States selected by the Collateral Agent.

          "1999 ADMINISTRATIVE AGENT": The Bank of New York, as administrative
agent under the 1999 Credit Agreement.

          "1999 CREDIT AGREEMENT": the Amended and Restated Credit Agreement,
dated as of December 4, 2000 among BMCA, the lenders from time to time party
thereto, Fleet National Bank, as documentation agent, Bear Stearns Corporate
Lending, as syndication agent, and The Bank of New York, as administrative agent
and swing line lender.

          "1999 DISTRIBUTION AMOUNTS": with respect to each 1999 Lender, the
difference (if positive) between the principal amount of the 1999 Loans on the
Petition Date and the principal amount of the 1999 Loans on the Sharing Date,
provided however, if a reorganization plan or other similar plan or order
confirmed or otherwise approved in a BMCA Bankruptcy


<PAGE>
                                       6

provides for the full payment of the principal amount of the 1999 Loans then the
1999 Distribution Amount shall be the principal amount of the 1999 Loans on the
Petition Date.

          "1999 LENDER": each lender from time to time party to the 1999 Credit
Agreement.

          "1999 LIENS": the first-priority liens granted by the 1999 Security
Agreement in favor of the 1999 Lenders or any lien subsequently granted to any
1999 Lender (solely in its capacity as a 1999 Lender) in a BMCA Bankruptcy.

          "1999 LOANS": the revolving credit loans and swing line loans made to
BMCA under the 1999 Credit Agreement.

          "1999 SECURITY AGREEMENT": the security agreement dated as of December
22, 2000, executed by and among the grantors and the collateral agent specified
therein.

          "1999 SHARING PAYMENT": with respect to each 1999 Lender, an amount
equal to its 1999 Distribution Amounts multiplied by the 1999 Sharing Percentage
multiplied by one-third, but in no event shall the 1999 Sharing Payment of such
1999 Lender exceed one-third of the outstanding principal balance of the 1999
Loans of such 1999 Lender on the Petition Date. If the 1999 Loans shall have
been satisfied in whole or in part with consideration other than or in addition
to cash, the 1999 Sharing Payment shall be made with a ratable amount of the
consideration so received.

          "1999 SHARING PERCENTAGE": a fraction, (x) the numerator of which is
the outstanding principal amount of the Senior Notes on the Petition Date and
(y) the denominator of which is the sum of (i) the outstanding principal amount
of the 1999 Loans at such time and (ii) such outstanding principal amount of the
Senior Notes at such time.

          "NOTEHOLDERS": defined in Recital B.

          "NOTICE OF ACCELERATION DEFAULT": defined in the Security Agreement.

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

          "NOTICE OF DEFAULT": a Notice of Acceleration Default or a Notice of
Actionable Default, as the case may be.

          "OBLIGATIONS": defined in the Security Agreement.

          "PERSON": defined in the Security Agreement.

          "PETITION DATE": the date on which a bankruptcy petition shall have
been filed with respect to BMCA commencing a BMCA Bankruptcy.


<PAGE>
                                       7

          "PRIORITY FEES AND EXPENSES": the total fees and expenses incurred by
the Priority Holders in connection with the collection or enforcement of all
Priority Obligations except for the ACH Obligations and the Hedge Obligations.

          "PRIORITY HOLDERS": the holders of the Priority Obligations.

          "PRIORITY OBLIGATIONS": defined in the Security Agreement.

          "PROCEEDS": defined in the Security Agreement.

          "QUALIFIED DEPOSITARY INSTITUTION": defined in the Security Agreement.

          "REQUIRED LENDER REPRESENTATIVE": defined in the Security Agreement.

          "RESPONSIBLE OFFICER": with respect to any Person, the Chairman of the
Board, the President, the Chief Financial Officer, the Chief Executive Officer
or the Treasurer of such Person.

          "SECURED DEBT": defined in the Security Agreement.

          "SECURED DEBT COLLATERAL": defined on page 3 under the section titled
"COLLATERAL AGENCY".

          "SECURED PARTIES": defined in the Security Agreement.

          "SECURITY AGREEMENT": the Amended and Restated Security Agreement
executed by and among the Grantors and the Collateral Agent, dated as of the
date hereof (as such agreement may be amended, amended and restated, modified,
replaced or otherwise supplemented).

          "SECURITY DOCUMENTS": defined in the Security Agreement.

          "SENIOR NOTE DISTRIBUTION AMOUNT": with respect to each Noteholder,
the distribution received by such Noteholder on its Unsecured Equivalent Claim.
If the distribution received by the Noteholders with respect to their claims
consists in whole or in part of consideration other than or in addition to cash,
the Senior Note Distribution Amount shall be made with a ratable amount of the
consideration so received.

          "SENIOR NOTE EVENT OF DEFAULT" defined in the Security Agreement.

          "SENIOR NOTE GUARANTIES": defined in Recital B.

          "SENIOR NOTE GUARANTOR": defined in Recital B.

          "SENIOR NOTE INDENTURES": defined in Recital B.

          "SENIOR NOTE LIEN AVOIDANCE": the liens granted by the 1999 Security
Agreement in favor of the Noteholders are avoided or set aside pursuant to a
final non-appealable order of a court of competent jurisdiction pursuant to
applicable law, which order


<PAGE>
                                       8

shall not have resulted from the "bad conduct" or "unclean hands" of any Senior
Note Trustee or any Noteholder or as a result of any action brought by any
Senior Note Trustee or any Noteholder seeking such relief. The negotiation for,
and acceptance of, the liens granted by the 1999 Security Agreement shall not
constitute "bad conduct" or "unclean hands" for purposes of this section.

          "SENIOR NOTE OBLIGATIONS": defined in the Security Agreement.

          "SENIOR NOTE TRUSTEES": defined in Recital B.

          "SENIOR NOTES": defined in Recital B.

          "SHARING DATE": ninety days after Noteholders receive distributions
with respect to their claims under the Senior Notes pursuant to a reorganization
plan or other similar plan or order confirmed or otherwise approved in a BMCA
Bankruptcy.

          "STANDARD & POOR'S": Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., and any successor thereto that is a nationally recognized
rating agency or, if neither such division nor any such successor shall be in
the business of rating senior unsecured long-term debt, a nationally recognized
rating agency in the United States selected by the Collateral Agent.

          "2000 COLLATERAL AGENT AGREEMENT": defined in Recital A.

          "2008 INDENTURE": defined in Recital B.

          "2008 TRUSTEE": defined in Recital B.

          "2005 INDENTURE": defined in Recital B.

          "2005 TRUSTEE": defined in Recital B.

          "2007 INDENTURE": defined in Recital B.

          "2007 TRUSTEE": defined in Recital B.

          "2006 INDENTURE": defined in Recital B.

          "2006 TRUSTEE": defined in Recital B.

          "2003 ADMINISTRATIVE AGENT": defined in Recital C.

          "2003 CREDIT AGREEMENT": defined in Recital C..

          "2003 GUARANTOR": defined in Recital C.

          "2003 LENDER": defined in Recital C.

          "2003 OBLIGATIONS": defined in the Security Agreement.


<PAGE>
                                       9

          "2002 INDENTURE": defined in Recital B.

          "2002 TRUSTEE": defined in Recital B.

          "UNSECURED EQUIVALENT CLAIM": for each Noteholder, a portion of the
amount of its allowed unsecured claim with respect to its Senior Notes which
equals the amount of the 1999 Sharing Payment received by such Noteholder.

          Section 1.2 INTERPRETATION. Capitalized terms used herein (including
the preamble and recitals hereto) and not otherwise defined herein shall have
the meanings ascribed thereto in the Security Agreement. The definitions of
terms used 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.

          SECTION 2. CERTAIN OBLIGATIONS AND DUTIES OF THE COLLATERAL AGENT AND
THE GRANTORS; POWERS OF ATTORNEY.

          Section 2.1 AUTHORIZATION TO EXECUTE SECURITY DOCUMENTS. The
Collateral Agent shall execute and deliver each of the Security Documents
requiring execution and delivery by it and shall accept delivery from each
Grantor of those Security Documents which do not require the Collateral Agent's
execution.

          Section 2.2 CERTAIN REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL
AGENT. The Collateral Agent, in its capacity as Collateral Agent hereunder, and
Citibank, N.A., in its individual capacity, each represent and warrant to the
Beneficiaries as follows:


<PAGE>
                                       10

          (a)  Citibank, N.A., is a national banking association duly formed,
     validly existing and in good standing under the laws of the United States
     of America and has all requisite power and authority to enter into and
     perform its obligations under this Agreement and the Security Documents to
     which it is a party.

          (b)  The execution, delivery and performance by the Collateral Agent
     of this Agreement and the Security Documents to which it is a party have
     been duly authorized by all necessary corporate action on the part of
     Citibank, N.A.

          (c)  There are no Collateral Agent's Liens and Citibank, N.A., in its
     individual capacity, has no liens or security interests against the Secured
     Debt Collateral.

          (d)  To its knowledge, there are no actions or proceedings pending or
     threatened against it before any Governmental Authority (i) which question
     the validity or enforceability of this Agreement or any Security Documents
     to which it is a party; or (ii) which relate to the banking or trust powers
     of Citibank, N.A. and which, if determined adversely to the position of
     Citibank, N.A., would materially and adversely affect the ability of
     Citibank, N.A. or the Collateral Agent to perform their respective
     obligations under this Agreement or any of the Security Documents to which
     any one or more of them is a party.

          (e)  This Agreement and each of the Security Documents to which the
     Collateral Agent is a party have been duly executed and delivered by the
     Collateral Agent (assuming, with respect to the Security Documents, that
     this Agreement has been duly authorized, executed and delivered by the
     other parties hereto) and are the legal, valid and binding obligations of
     the Collateral Agent enforceable in accordance with their terms, except to
     the extent enforceability may be limited by applicable bankruptcy,
     insolvency, reorganization, moratorium, fraudulent transfer or other
     similar laws affecting the enforcement of creditors' rights generally and
     by the effect of general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law).

          (f)  No UCC financing statements or other filings or recordations have
     been filed by or against Citibank, N.A. in its individual capacity with
     respect to any of the Collateral.

          Section 2.3 ACTIONS. Control of the Collateral Agent.

          (a)  Subject to Sections 2.3(b) and 2.3(c) and except as otherwise
     provided in Section 2.3(d) and in the Security Agreement, the Collateral
     Agent shall take such action with respect to the Collateral and the
     Security Documents (including, but not limited to, exercising the rights
     and remedies provided in Section 3) as is requested in writing by and only
     by the Required Lender Representative. Notwithstanding the foregoing, the
     Collateral Agent shall not be obligated to take any action which is in
     conflict with any provisions of law or of this Agreement or the Security
     Documents or with respect to which the Collateral Agent has not received
     adequate security or indemnity as provided in Section 6.4(d). Following the
     receipt by the Collateral Agent of a Notice of Default


<PAGE>
                                       11

     from the Required Lender Representative, and so long as such Notice of
     Default has not been withdrawn by the Required Lender Representative, the
     Collateral Agent shall not take any action to enforce the security interest
     in the Collateral or foreclose on any Lien thereon unless the Collateral
     Agent has received instructions to do so in the manner provided in this
     Section 2.3.

          (b)  The Collateral Agent shall not be obligated to follow any written
     directions received pursuant to Section 2.3(a) to the extent the Collateral
     Agent has received an opinion of independent counsel to the Collateral
     Agent to the effect that such written directions are in conflict with any
     provisions of law or this Agreement, provided, however, that under no
     circumstances shall the Collateral Agent be liable for following the
     written instructions of the Required Lender Representative at such times as
     such parties have the authority to act as herein provided.

          (c)  Nothing in this Section 2.3 shall impair the right of the
     Collateral Agent to take or omit to take any action not inconsistent with
     any direction of the Required Lender Representative.

          (d)  The Collateral Agent shall have no duty to inquire into,
     investigate or ascertain the performance by any Grantor of any of the
     covenants or agreements of any Grantor contained herein or in any other
     agreement or document, including, without limitation, any of the agreements
     and covenants contained in Section 3.4(d) of the Security Agreement.

          Section 2.4 ADDITIONAL SECURITY DOCUMENTS. In the event that a Grantor
acquires any interest in any Collateral which is not covered by a Security
Document in a manner which will perfect the Collateral Agent's lien upon and
first priority security interest in such Collateral without further act or deed
of the Collateral Agent, at the time such interest in such Collateral is
acquired, to the extent that such security interest may be perfected by the
execution and/or filing of a Security Document, then such Grantor shall
immediately prepare, execute and deliver to the Collateral Agent such Security
Documents, in form and substance similar to the Security Documents heretofore
executed and delivered by the Grantors, as are necessary to perfect the
Collateral Agent's lien upon and security interest in such Collateral. If the
signature of the Collateral Agent is required on any such Security Document,
such Grantor shall present such Security Document to the Required Lender
Representative and the Required Lender Representative will forward such Security
Document to the Collateral Agent for signature and the Collateral Agent shall
execute such Security Document and endeavor to cause such Security Document to
be filed or recorded with the public filing and/or recording offices designated
by the Required Lender Representative as required or advisable to perfect or
protect the Collateral Agent's lien upon and security interest in such
Collateral.

          Section 2.5 POWERS OF ATTORNEY TO THE COLLATERAL AGENT AND TO BMCA.

          (a)  Each Grantor hereby irrevocably constitutes and appoints the
     Collateral Agent 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 the name of such attorney-in-fact
     for the purpose of signing documents and taking other


<PAGE>
                                       12

     action to perfect, promote and protect the liens and security interests of
     the Collateral Agent in the Collateral. Such power of attorney is a power
     coupled with an interest, shall be irrevocable and shall not first require
     the Collateral Agent to have received a Notice of Default.

          (b)  Each other Grantor hereby irrevocably constitutes and appoints
     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 Security
     Documents, to receive and give all notices to be given by or received by
     such Grantor, to execute any and all documents and instruments which may be
     necessary or desirable to accomplish the purposes hereof and, without
     limiting the generality of the foregoing, hereby grants 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 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 2.6 COPIES OF LETTERS AND DOCUMENTS. The Collateral Agent
shall promptly provide the Required Lender Representative copies of any letters
or documents it receives in connection with any Deposit Account, including, but
not limited to, letters and documents related to the termination or opening of
any Deposit Account. In addition, the Collateral Agent shall provide to any
Lender Representative, upon such Lender Representative's request, copies of any
letters or documents the Collateral Agent receives from any Grantor or any other
Person in connection with this Agreement, including additional Security
Documents.

          SECTION 3. ACTIONABLE DEFAULTS; REMEDIES.

          Section 3.1 ACTIONABLE DEFAULT.

          (a)  Upon actual receipt by an officer of Citibank, N.A.'s corporate
     trust department of a Notice of Default from the Required Lender
     Representative, the Collateral Agent shall, within five Business Days
     thereafter, send a copy thereof to each Lender Representative and shall
     notify each Lender Representative, in the manner provided in Section 9.2,
     that a Notice of Default has been received by the Collateral Agent. Upon
     receipt of any written directions pursuant to Section 2.3(a), the
     Collateral Agent shall, within five Business Days thereafter, send a copy
     thereof to each Lender Representative.

          (b)  The Required Lender Representative giving a Notice of Default
     shall be entitled to withdraw it by delivering written notice of withdrawal
     to the Collateral Agent (i) before the Collateral Agent takes any action to
     exercise any remedy with respect to the Collateral or (ii) thereafter, if
     BMCA otherwise indemnifies the Collateral Agent and the Beneficiaries (in a
     manner satisfactory to the Collateral Agent and the Lender


<PAGE>
                                       13

     Representatives in their sole discretion) with respect to all costs and
     expenses incurred by the Collateral Agent and the Beneficiaries in
     connection with reversing all actions the Collateral Agent has taken to
     exercise any remedy or remedies with respect to the Collateral. The
     Collateral Agent shall immediately notify BMCA as to the receipt and
     contents of any such notice of withdrawal and shall promptly notify each
     Lender Representative, in the manner provided in Section 9.2, of the
     withdrawal of any Notice of Default and shall promptly send a copy of any
     such notice of withdrawal to each Lender Representative.

          Section 3.2 REMEDIES.

          (a)  Upon receipt of a Notice of Default from the Required Lender
     Representative, and irrespective of whether the Collateral Agent has
     delivered notices to the Lender Representatives pursuant to Section 3.1(a),
     the Collateral Agent shall exercise the rights and remedies provided in
     this Section 3 and the rights and remedies provided in any of the Security
     Documents in accordance with instructions of the Required Lender
     Representative.

          (b)  Each Grantor hereby waives presentment, demand, protest or any
     notice (to the extent permitted by applicable law and except as otherwise
     expressly provided in this Agreement) of any kind in connection with this
     Agreement, any Collateral or any Security Document.

          (c)  Each Grantor hereby irrevocably constitutes and appoints the
     Collateral Agent 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 the Collateral Agent's discretion, during the continuation of any
     Actionable Default or Acceleration Default, for the purpose of carrying out
     the terms of this Agreement and any of the Security Documents and hereby
     gives the Collateral Agent the power and right on behalf of such Grantor,
     without assent by such Grantor, to the extent permitted by applicable law,
     to do the following:

                    (i)       to ask for, demand, sue for, collect, receive and
          give acquittance for any and all moneys due or to become due with
          respect to the Collateral,

                    (ii)      to receive, take, indorse, assign and deliver any
          and all checks, notes, drafts, acceptances, documents and other
          negotiable and nonnegotiable instruments, documents and chattel paper
          taken or received by the Collateral Agent in connection herewith and
          therewith,

                    (iii)     to commence, file, prosecute, defend, settle,
          compromise or adjust any claim, suit, action or proceeding with
          respect to the Collateral, and

                    (iv)      to sell, transfer, assign or otherwise deal in or
          with the Collateral or any part thereof pursuant to the terms and
          conditions hereunder and thereunder.

          Section 3.3 RIGHT TO INITIATE JUDICIAL PROCEEDINGS, ETC.


<PAGE>
                                       14

          (a)  Even if the Collateral Agent has not received a Notice of Default
     from the Required Lender Representative, the Collateral Agent shall
     nevertheless have the right and power to institute and maintain such suits
     and proceedings as it may deem appropriate to protect and enforce the
     rights vested in it by this Agreement and each Security Document; provided,
     however, that as set forth in Section 2.3(a), foreclosure of the liens and
     security interests in the Collateral may not be commenced prior to the
     Collateral Agent's receipt of a Notice of Default and instructions from the
     Required Lender Representative.

          (b)  If and only if the Collateral Agent shall have received a Notice
     of Default from the Required Lender Representative and during such time as
     such Notice of Default shall not have been withdrawn, the Collateral Agent
     may, either after entry or without entry, proceed by suit or suits at law
     or in equity to foreclose upon the Collateral and to sell all or, from time
     to time, any of the Secured Debt Collateral under the judgment or decree of
     a court of competent jurisdiction.

          Section 3.4 APPOINTMENT OF A RECEIVER. If a receiver of the Secured
Debt Collateral shall be required to be appointed in any judicial proceeding,
Citibank, N.A. may be appointed as such receiver. Notwithstanding the
appointment of a receiver, the Collateral Agent shall be entitled to retain
possession and control of all cash held by or deposited with it or its agents
pursuant to any provision of this Agreement or any Security Document.

          Section 3.5 EXERCISE OF POWERS. All of the powers, remedies and rights
of the Collateral Agent as set forth in this Agreement may be exercised by the
Collateral Agent in respect of any Security Document as though set forth at
length therein and all the powers, remedies and rights of the Collateral Agent
as set forth in any Security Document may be exercised from time to time as
herein and therein provided.

          Section 3.6 REMEDIES NOT EXCLUSIVE.

          (a)  No remedy conferred upon or reserved to the Collateral Agent
     herein or in the Security Documents is intended to be exclusive of any
     other remedy or remedies, but every such remedy shall be cumulative and
     shall be in addition to every other remedy conferred herein or in any of
     the Security Documents or now or hereafter existing at law or in equity or
     by statute.

          (b)  No delay or omission of the Collateral Agent to exercise any
     right, remedy or power accruing upon any Actionable Default shall impair
     any such right, remedy or power or shall be construed to be a waiver of any
     such Actionable Default or an acquiescence therein; and every right, power
     and remedy given by this Agreement or any Security Document to the
     Collateral Agent may be exercised from time to time.

          (c)  In case the Collateral Agent shall have proceeded to enforce any
     right, remedy or power under this Agreement or any Security Document and
     the proceeding for the enforcement thereof shall have been discontinued or
     abandoned for any reason or shall have been determined adversely to the
     Collateral Agent, then and in every such case the Grantors, the Collateral
     Agent and the Beneficiaries shall, subject to any effect of or


<PAGE>
                                       15

     determination in such proceeding, severally and respectively be restored to
     their former positions and rights hereunder and under such Security
     Document with respect to the Secured Debt Collateral and in all other
     respects, and thereafter all rights, remedies and powers of the Collateral
     Agent shall continue as though no such proceeding had been taken.

          (d)  All rights of action and rights to assert claims upon or under
     this Agreement and the Security Documents may be enforced by the Collateral
     Agent without the possession of any Debt Instrument or the production
     thereof in any trial or other proceeding relative thereto, and any such
     suit or proceeding instituted by the Collateral Agent shall be brought in
     its name as Collateral Agent and any recovery of judgment shall be held as
     part of the Secured Debt Collateral.

          Section 3.7 WAIVER OF CERTAIN RIGHTS. Each Grantor, to the extent it
may lawfully do so, on behalf of itself and all who may claim from, through or
under it, including, without limitation, any and all subsequent creditors,
vendees, assignees and lienors, expressly waives and releases any, every and all
rights to demand or to have any marshaling of the Secured Debt Collateral upon
any sale, whether made under any power of sale granted under the Security
Documents, or pursuant to judicial proceedings or upon any foreclosure or any
enforcement of this Agreement or the Security Documents and consents and agrees
that all the Secured Debt Collateral may at any such sale be offered and sold as
an entirety. In no event, however, does any Grantor waive any obligations of the
Collateral Agent under applicable law to dispose of the Secured Debt Collateral
in a commercially reasonable manner.

          Section 3.8 LIMITATION ON COLLATERAL AGENT'S DUTIES IN RESPECT OF
COLLATERAL. Beyond its duties set forth in this Agreement as to the custody
thereof and the accounting to the Grantors and the Required Lender
Representatives for moneys received by it hereunder, the Collateral Agent shall
not have any duty to the Grantors or the Beneficiaries as to any Collateral in
its possession or control or in the possession or control of any agent or
nominee of it or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto. To the extent, however,
that the Collateral Agent or an agent or nominee of the Collateral Agent
maintains possession or control of any of the Collateral or the Security
Documents at any office of a Grantor, the Collateral Agent shall, or shall
instruct such agent or nominee to, grant such Grantor the access to such
Collateral or Security Documents which such Grantor requires for the conduct of
its business, as permitted by the Credit Documents, so long as the Collateral
Agent shall not have received a Notice of Default from the Required Lender
Representative.

          Section 3.9 LIMITATION BY LAW. All the provisions of this Section 3
are intended to be subject to all applicable mandatory provisions of law which
may be controlling in the premises and to be limited to the extent necessary so
that they will not render this Agreement invalid or unenforceable in whole or in
part.

          Section 3.10 ABSOLUTE RIGHTS OF THE BENEFICIARIES. Notwithstanding any
other provision of this Agreement or any provision of any Security Document,
neither the right of each Beneficiary, which is absolute and unconditional, to
receive payments of the Secured Debt held by such Beneficiary on or after the
due date thereof as therein expressed, to institute suit for the


<PAGE>
                                       16

enforcement of such payment on or after such due date, or to assert its position
and views as a secured or unsecured creditor in, and to otherwise exercise any
right (other than the right to enforce the security interest in the Collateral,
which shall in all circumstances be exercisable only by the Collateral Agent and
only as provided in this Agreement and the Security Documents) which such
Beneficiary may have in connection with, a case under the Bankruptcy Code in
which a Grantor is a debtor, nor the obligation of each Grantor, which is also
absolute and unconditional, to pay the Secured Debt owing by such Grantor to
each Beneficiary at the time and place expressed therein shall be impaired or
affected without the consent of such Beneficiary.

          SECTION 4. COLLATERAL ACCOUNT; APPLICATION OF MONEYS.

          Section 4.1 THE COLLATERAL ACCOUNT. On the date hereof (or such later
date specified by the Required Lender Representative, as long as such later date
is no more than 30 days subsequent to the date hereof) there shall be
established and, at all times thereafter there shall be maintained by the
Collateral Agent an account which shall be entitled the "Collateral Account"
(the "COLLATERAL ACCOUNT"). The Collateral Agent may establish and maintain one
or more sub-accounts under the Collateral Account, each of which shall
constitute a part of the Collateral Account. All moneys which are received by
the Collateral Agent with respect to the Collateral at any time after a Notice
of Default shall have been given to the Collateral Agent by the Required Lender
Representative and shall not have been withdrawn shall be deposited in the
Collateral Account and thereafter shall be held, applied and/or disbursed by the
Collateral Agent in accordance with the terms of this Agreement; PROVIDED,
HOWEVER, that certain amounts that are to be paid by the Collateral Agent to the
2003 Administrative Agent shall be paid directly to the Lender Representative
for the account of each holder of the applicable Priority Obligations (rather
than being disbursed through the Collateral Account) as provided in Section
3.4(d)(i) of the Security Agreement.

          Section 4.2 GRANT OF SECURITY INTEREST; CONTROL OF COLLATERAL ACCOUNT.

          (a)  To secure the prompt and complete payment, when due, and the
     observance and performance of all Secured Debt, each Grantor hereby assigns
     and pledges to the Collateral Agent and grants to the Collateral Agent a
     security interest in all of the right, title and interest of such Grantor
     in and to the following, whether presently existing or hereafter arising or
     acquired (the "COLLATERAL AGREEMENT COLLATERAL"): the Collateral Account,
     all cash deposited therein, all certificates and instruments, if any, from
     time to time representing the Collateral Account; all investments from time
     to time made pursuant to Section 4.3, 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 Collateral Agreement 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 Collateral Agreement
     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).


<PAGE>
                                       17

          (b)  All right, title and interest in and to the Collateral Account
     shall vest in the Collateral Agent, and funds on deposit in the Collateral
     Account and other Collateral Agreement Collateral shall constitute part of
     the Secured Debt Collateral. The Collateral Account shall be subject to the
     exclusive dominion and control of the Collateral Agent.

          Section 4.3 INVESTMENT OF FUNDS DEPOSITED IN COLLATERAL ACCOUNT. The
Collateral Agent shall invest and reinvest, but only in accordance with the
instructions of the Required Lender Representative specifying the particular
investment, moneys on deposit in the Collateral Account at any time in any of
the following investments:

          (i)  securities issued or directly and fully guaranteed or insured by
     the United States of America or any agency or instrumentality thereof
     (provided that the full faith and credit of the United States of America is
     pledged in full support thereof) having maturities of not more than six
     months from the date of acquisition;

          (ii) dollar denominated domestic and eurodollar time deposits,
     certificates of deposit and bankers acceptances of (x) any Lender or (y)
     any Approved Bank, in any such case with maturities of not more than six
     months from the date of acquisition;

          (iii) commercial paper issued by any Approved Bank or by the parent
     company of any Approved Bank and commercial paper issued by, or guaranteed
     by, any industrial or financial company which at the time of acquisition
     has an unsecured non-credit supported short-term commercial paper rating of
     at least A-1 or the equivalent by Standard & Poor's or at least P-1 or the
     equivalent by Moody's, or guaranteed by any industrial or financial company
     with a long term unsecured non-credit supported senior debt rating of at
     least A or A-2, or the equivalent, by Standard & Poor's or Moody's, as the
     case may be, and in each case maturing within six months after the date of
     acquisition; or

          (iv) any money market fund as may be selected by the Required Lender
     Representative, having a rating in the highest investment category granted
     thereby by a recognized credit rating agency at the time of acquisition,
     including any fund for which the Collateral Agent or an Affiliate of the
     Collateral Agent serves as an investment advisor, administrator,
     shareholder serving agent, custodian or sub-custodian, notwithstanding that
     (A) the Collateral Agent or an Affiliate of the Collateral Agent charges
     and collects fees and expenses from such funds for services rendered
     (provided that such charges, fees and expenses are on terms consistent with
     terms negotiated at arm's-length) and (B) the Collateral Agent charges and
     collects fees and expenses for services rendered, pursuant to this
     Agreement;

PROVIDED, HOWEVER, that in order to provide the Collateral Agent with a
perfected security interest therein, each Grantor shall take such steps as shall
be required by the Required Lender Representative to perfect the security
interest therein. All such investments and the interest and income received
thereon and therefrom and the net proceeds realized on the sale thereof shall be
held in the Collateral Account as part of the Secured Debt Collateral.


<PAGE>
                                       18

          The Collateral Agent shall have the power to sell or liquidate the
foregoing investments whenever the Collateral Agent shall be required to release
the moneys on deposit in the Collateral Account pursuant to the terms hereof.
The Collateral Agent shall have no responsibility or liability whatsoever for
(i) any investment losses resulting from the investment, reinvestment or
liquidation of the moneys on deposit in the Collateral Account or (ii) for
monitoring the credit ratings of any investment. The Required Lender
Representative shall be responsible for instructing the Collateral Agent with
respect to any change in investment should the credit rating in respect of any
investment at any time fall below the level acceptable to the Required Lender
Representative. Any interest or other income received on such investment and
reinvestment of the moneys on deposit the Collateral Account shall become part
of the moneys on deposit in the Collateral Account and be allocated pursuant to
Section 4.4 hereof.

          Section 4.4 APPLICATION OF INVESTMENTS.

          (a)  From and after the receipt by the Collateral Agent of a Notice of
     Default by the Required Lender Representative, and for as long as such
     Notice of Default shall not have been withdrawn, funds and other
     investments held in the Collateral Account shall be sold or otherwise
     liquidated from time to time and the proceeds thereof shall, to the extent
     available for distribution, be distributed by the Collateral Agent on the
     first and each succeeding Distribution Date as follows:

                    FIRST:    To the Collateral Agent in an amount equal to the
          Collateral Agent's Fees which are unpaid as of such Distribution Date,
          and to the applicable Lender Representative for the account of any
          Beneficiary which has theretofore advanced or paid any such Collateral
          Agent's Fees in an amount equal to the amount thereof so advanced or
          paid by such Beneficiary prior to such Distribution Date; provided,
          however, that nothing herein is intended to relieve any Grantor of its
          obligation to pay such costs, fees, expenses and liabilities from
          funds outside of the Collateral Account;

                    SECOND:   To the applicable Lender Representative for the
          account of each Priority Holder in an amount equal to the Priority
          Fees and Expenses due to such Priority Holder, and in case such moneys
          shall be insufficient to pay in full the Priority Fees and Expenses,
          then to the payment thereof ratably (without priority of any one over
          any other) to the applicable Lender Representative for the account of
          each such Priority Holder in proportion to the unpaid amounts thereof
          determined on the day before the relevant Distribution Date;

                    THIRD:    To the applicable Lender Representative for the
          account of each Priority Holder in an amount equal to the unpaid
          interest on, and letter of credit fees in respect of, the Priority
          Obligations (other than the ACH Obligations and the Hedge
          Obligations), due to such Priority Holder, and in case such moneys
          shall be insufficient to pay in full such interest, then to the
          payment thereof ratably (without priority of any one over any other)
          to the applicable Lender Representative for the account of each such
          Priority Holder in proportion to the unpaid amounts thereof determined
          on the day before the relevant Distribution Date;


<PAGE>
                                       19

                    FOURTH:   To the applicable Lender Representative for the
          account of each Priority Holder in an amount equal to the unpaid
          principal of the Priority Obligations (other than the ACH Obligations
          and the Hedge Obligations) (but excluding therefrom any penalties,
          premiums, commitment fees, breakage fees or similar types of fees) due
          to such Priority Holder, and with respect to any outstanding Letters
          of Credit issued by such Priority Holder, the Collateral Agent shall
          withhold and retain in the Collateral Account for each such Priority
          Holder the undrawn face amount of such Letters of Credit and, in case
          such moneys shall be insufficient to pay in full such principal and to
          secure such Letters of Credit, then to the payment to each such
          Priority Holder and to secure each such Letter of Credit ratably
          (without priority of one over the other) in proportion to the unpaid
          amounts thereof and the undrawn face amounts of such Letters of Credit
          determined on the day before the relevant Distribution Date (provided
          that if any undrawn Letter of Credit is thereafter drawn, the
          Collateral Agent shall pay to the applicable Issuing Bank for payment
          to the drawee the amount drawn up to the maximum amount retained by
          the Collateral Agent in respect of such Letter of Credit, and provided
          further that if any such Letter of Credit shall expire, the Collateral
          Agent shall distribute the amounts retained to secure such undrawn
          Letter of Credit to the applicable Lender Representative for the
          account of each such Priority Holder pursuant to this Section 4.4);

                    FIFTH:    To the applicable Lender Representative for the
          account of each Priority Holder with respect to Priority Obligations
          (other than ACH Obligations and Hedge Obligations) in an amount equal
          to the unpaid penalties, premiums, commitment fees, breakage fees or
          similar types of fees due to such Priority Holder and, in case such
          moneys shall be insufficient to pay in full such penalties, premiums,
          commitment fees, breakage fees or similar types of fees, then to the
          payment to each such Priority Holder (without priority of one over the
          other) in proportion to the unpaid amounts thereof determined on the
          day before the relevant Distribution Date;

                    SIXTH:    To the applicable Lender Representative for the
          account of each Priority Holder with respect to Priority Obligations
          (other than ACH Obligations and Hedge Obligations), in an amount equal
          to all other amounts, if any, then due to such Priority Holder;

                    SEVENTH:  To the applicable Lender Representative for the
          account of each Priority Holder with respect to ACH Obligations, in an
          amount equal to all amounts then due to such Priority Holder;

                    EIGHTH:   To the applicable Lender Representative for the
          account of each Priority Holder with respect to Hedge Obligations, in
          an amount equal to all amounts then due to such Priority Holder;

                    NINTH:    To the applicable Lender Representative for the
          account of each Beneficiary (other than the Priority Holders) in an
          amount equal to the collection costs, fees and expenses (but excluding
          therefrom any penalties, premiums,


<PAGE>
                                       20

          commitment fees, breakage fees or similar types of fees) due to such
          Beneficiary and, in case such moneys shall be insufficient to pay in
          full such costs, fees and expenses, then to the payment thereof
          ratably (without priority of any one over any other) to each such
          Beneficiary in proportion to the unpaid amounts thereof on the
          relevant Distribution Date;

                    TENTH:    To the applicable Lender Representative for the
          account of each Beneficiary (other than the Priority Holders) in an
          amount equal to the unpaid interest (but excluding therefrom any
          penalties, premiums, commitment fees, breakage fees or similar types
          of fees) on the loans and extensions of credit comprising the Secured
          Debt (other than the Priority Obligations) due to such Beneficiary
          and, in case such moneys shall be insufficient to pay in full such
          interest, then to the payment thereof ratably (without priority of any
          one over any other) to each Beneficiary in proportion to the unpaid
          amounts thereof determined on the day before the relevant Distribution
          Date;

                    ELEVENTH: To the applicable Lender Representative for the
          account of each Beneficiary (other than the Priority Holders) in an
          amount equal to the unpaid principal of (but excluding therefrom any
          penalties, premiums, commitment fees, breakage fees or similar types
          of fees) loans and extensions of credit comprising the Secured Debt
          (other than the Priority Obligations) due to such Beneficiary;

                    TWELFTH:  To the applicable Lender Representative for the
          account of each Beneficiary (other than the Priority Holders) in an
          amount equal to the penalties, premiums, commitment fees, breakage
          fees or similar types of fees on all amounts due to such Beneficiary
          which are payable by the Borrower to such Beneficiary under the
          relevant Debt Instruments and, in case such moneys shall be
          insufficient to pay in full such penalties, premiums, commitment fees,
          breakage fees or similar types of fees, then to the payment thereof
          ratably (without priority of any one over any other) to each such
          Beneficiary in proportion to the unpaid amounts thereof on the
          relevant Distribution Date;

                    THIRTEENTH: To the applicable Lender Representative for the
          account of each Beneficiary (other than the Priority Holders) in an
          amount equal to all other amounts, if any, then due to each such
          Beneficiary; and

                    FOURTEENTH: Any surplus then remaining shall be paid to the
          applicable Grantors or their successors or assigns, or as a court of
          competent jurisdiction may direct; provided, however, that if any
          Beneficiary shall have notified the Collateral Agent in writing that
          such Beneficiary has an outstanding claim, or has knowledge of a
          threatened potential claim, against a Grantor and such Beneficiary is
          entitled to the benefits of an indemnification, reimbursement or
          similar provision constituting Secured Debt in connection with such
          claim or potential claim, the Collateral Agent shall continue to hold
          in the Collateral Account, for a period of not more than two years
          following the date of such notice, the amount specified in such notice
          (which notice shall contain the


<PAGE>
                                       21

          Beneficiary's certification that the amount so specified is not
          included as part of an allowed claim in a pending bankruptcy
          proceeding and, if included in a pending claim, the Beneficiary's
          covenant to notify the Collateral Agent to reduce the amount being
          held by the amount of such contingent claim that becomes an allowed
          claim).

          (b)  If at any time during the pendency of a bankruptcy case under
     Title 11 of the United States Code with respect to BMCA (the "BMCA
     BANKRUPTCY") (i) the Senior Note Lien Avoidance shall have occurred and
     (ii) the 1999 Liens remain in full force and effect, then on the Sharing
     Date, provided that the 1999 Liens have not been avoided or set aside, each
     1999 Lender shall pay over to the Senior Note Trustees, for the account of
     the Noteholders, its 1999 Sharing Payment, and each Noteholder shall pay
     over to the 1999 Administrative Agent, for the account of the 1999 Lenders,
     its Senior Note Distribution Amount. The obligations of the 1999 Lenders
     hereunder shall apply to such 1999 Lenders solely in their capacity as 1999
     Lenders, and notwithstanding the foregoing, or anything to the contrary
     contained herein, no 2003 Lender in its capacity as a 2003 Lender shall be
     required to make any payment of any amount or nature to any Person in
     accordance with the provisions of this Section 4.4(b).

          SECTION 5. AGREEMENTS WITH THE COLLATERAL AGENT.

          Section 5.1 DELIVERY OF DOCUMENTS. On or promptly after the date
hereof, BMCA will deliver to the Collateral Agent true and complete copies of
each Credit Document, Debt Instrument and Security Document; provided, that the
failure to provide the Collateral Agent with copies of such documents shall not
affect the rights of the Beneficiaries or the validity of the Collateral Agent's
actions taken hereunder. BMCA further agrees that, promptly upon the execution
thereof, BMCA will deliver to the Collateral Agent a true and complete copy of
any other Credit Documents, Debt Instruments and Security Documents entered into
by any Grantor subsequent to the date hereof, and a true and complete copy of
any and all amendments, modifications or supplements to any Credit Document,
Debt Instrument or Security Document entered into by any Grantor subsequent to
the date hereof.

          Section 5.2 INFORMATION AS TO BENEFICIARIES.

          (a)  BMCA agrees to deliver to the Collateral Agent by December 1 in
     each year, commencing December 1, 2003, and at any other time or times upon
     request of the Collateral Agent, a list setting forth each Lender
     Representative and the information required pursuant to Section 9.2 to send
     notices to each such Lender Representative.

          (b)  At any time after the Collateral Agent has received a Notice of
     Default from the Required Lender Representative, and so long as such Notice
     of Default has not been withdrawn, upon the request of the Collateral
     Agent, each Lender Representative agrees that it shall deliver to the
     Collateral Agent, within five Business Days following the receipt of such
     request, a schedule setting forth the aggregate principal amount of Secured
     Debt owing to each Beneficiary of such Lender Representative, the interest
     rate or rates and the letter of credit fee or fees then in effect with
     respect to such Secured Debt and such other information as the Collateral
     Agent may request to make distributions


<PAGE>
                                       22

     pursuant to Section 4.4, and with respect to each Priority Holder, such
     schedule shall also set forth the amount of Secured Debt which constitutes
     Priority Obligations. Upon receipt of the requested information, the
     Collateral Agent shall compile such information and prepare a master
     schedule which the Collateral Agent shall promptly send to each Lender
     Representative.

          Section 5.3 COMPENSATION AND EXPENSES. The Grantors jointly and
severally agree to pay to the Collateral Agent as compensation for the
Collateral Agent's services hereunder and under the Security Documents and for
administering the Secured Debt Collateral, (a) such fees as shall be agreed to
in writing from time to time between BMCA and the Collateral Agent and (b) from
time to time, upon demand, all of the fees, costs and expenses of the Collateral
Agent (including, without limitation, the reasonable fees and disbursements of
its counsel and such special counsel as the Collateral Agent elects to retain)
(x) arising in connection with the preparation, execution, delivery,
modification, restatement, amendment or termination of this Agreement and each
Security Document or the enforcement (whether in the context of a civil action,
adversary proceeding, workout or otherwise) of any of the provisions hereof or
thereof, or (y) incurred or required or otherwise advanced in connection with
the administration of the Secured Debt Collateral (including, but not limited
to, reimbursements or other payments made by the Collateral Agent to a Qualified
Depositary Institution or pursuant to a Depositary Control Agreement), the sale
or other disposition of Collateral and the preservation, protection or defense
of the Collateral Agent's rights under this Agreement and in and to the
Collateral and the Secured Debt Collateral. As security for such payment, the
Collateral Agent shall have a lien prior to the Secured Debt upon all Collateral
and other property and funds held or collected by the Collateral Agent as part
of the Secured Debt Collateral. The obligation of the Grantors to pay any and
all fees, expenses, indemnities and other amounts due hereunder shall be joint
and several.

          Section 5.4 STAMP AND OTHER SIMILAR TAXES. The Grantors jointly and
severally agree to indemnify and hold harmless the Collateral Agent and each
Beneficiary from, and shall reimburse the Collateral Agent and each Beneficiary
for, any present or future claim for liability for any stamp or other similar
tax and any penalties or interest with respect thereto, which may be assessed,
levied or collected by any jurisdiction in connection with this Agreement, any
Security Document, the Secured Debt Collateral, or the attachment or perfection
of the security interest granted to the Collateral Agent in any Collateral. The
obligations of the Grantors under this Section 5.4 shall survive the termination
of the other provisions of this Agreement.

          Section 5.5 FILING FEES, EXCISE TAXES, ETC. The Grantors jointly and
severally agree to pay or to reimburse the Collateral Agent for any and all
amounts in respect of all search, filing, recording and registration fees,
taxes, excise taxes and other similar imposts which may be payable or determined
to be payable in respect of the execution, delivery, performance and enforcement
of this Agreement and each Security Document and agrees to save the Collateral
Agent harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes and fees. The
obligations of the Grantors under this Section 5.5 shall survive the termination
of the other provisions of this Agreement.

          Section 5.6 INDEMNIFICATION.


<PAGE>
                                       23

          (a)  The Grantors jointly and severally agree to pay, indemnify and
     hold the Collateral Agent and each of its agents harmless from and against
     any and all liabilities, obligations, losses, damages, penalties, actions,
     judgments, suits, costs, expenses or disbursements of any kind or nature
     whatsoever with respect to the execution, delivery, enforcement,
     performance and administration of this Agreement and the Security
     Documents, except to the extent the same constitute direct money damages
     arising from the gross negligence or willful misconduct of the Collateral
     Agent, or if the agent is seeking indemnification, from the agent's gross
     negligence or willful misconduct. As security for such payment, the
     Collateral Agent shall have a lien prior to the Secured Debt upon all
     Collateral and other property and funds held or collected by the Collateral
     Agent as part of the Secured Debt Collateral.

          (b)  In any suit, proceeding or action brought by the Collateral Agent
     under or with respect to the Collateral for any sum owing thereunder, or to
     enforce any provisions thereof, or of any of the Security Documents or this
     Agreement, the Grantors will save, indemnify and keep the Collateral Agent
     and the Beneficiaries harmless from and against all expense, loss or damage
     suffered by reason of any defense, setoff, counterclaim, recoupment or
     reduction of liability whatsoever of the obligee thereunder, arising out of
     a breach by any Grantor of any of its obligations hereunder or thereunder
     or arising out of any other agreement, indebtedness or liability at any
     time owing to or in favor of such obligee or its successors from such
     Grantor, and all such obligations of the Grantors shall be and remain
     enforceable against and only against the Grantors and shall not be
     enforceable against the Collateral Agent or any Beneficiary.

          (c)  The agreements and obligations of the Grantors in this Section
     5.6 shall survive resignation or removal of the Collateral Agent and the
     termination of the other provisions of this Agreement.

          Section 5.7 FURTHER ASSURANCES. At any time and from time to time,
upon the written request of the Collateral Agent, and at the expense of the
Grantors, each Grantor will promptly execute and deliver any and all such
further instruments and documents and take such further action necessary or
desirable in obtaining the full benefits of this Agreement and the Security
Documents and of the rights and powers herein and therein granted, including,
without limitation, the filing of any financing or continuation statements to
perfect the liens and security interests granted thereby.

          SECTION 6. COLLATERAL AGENT.

          Section 6.1 ACCEPTANCE OF DUTIES. The Collateral Agent, for itself and
its successors, accepts the duties and obligations required by this Agreement
upon the terms and conditions hereof, including those contained in this Section
6.

          Section 6.2 EXCULPATORY PROVISIONS.

          (a)  The Collateral Agent shall not be responsible in any manner
     whatsoever for the correctness of any recitals, statements, representations
     or warranties contained herein or in any Notice of Default or in any
     instructions purported to be from a Required


<PAGE>
                                       24

     Lender Representative, except for those made by the Collateral Agent. The
     Collateral Agent makes no representations as to the value or condition of
     the Secured Debt Collateral or any part thereof, or as to the title any
     Grantor thereto or as to the security afforded by the Security Documents or
     this Agreement or, except as set forth in Section 2.2, as to the validity,
     execution, enforceability, legality or sufficiency of this Agreement, any
     Credit Document, any Security Document or of the Secured Debt secured
     hereby and thereby, and the Collateral Agent shall incur no liability or
     responsibility in respect of any such matters. The Collateral Agent shall
     not be responsible for insuring the Secured Debt Collateral or for the
     payment of taxes, charges, assessments or liens upon the Secured Debt
     Collateral or otherwise as to the maintenance of the Secured Debt
     Collateral, except that (i) in the event the Collateral Agent enters into
     possession of a part or all of the Secured Debt Collateral, the Collateral
     Agent shall preserve the part in its possession, and (ii) the Collateral
     Agent will promptly, and at its own expense, take such action as may be
     necessary duly to remove and discharge (by bonding or otherwise) any
     Collateral Agent's Lien on any part of the Secured Debt Collateral or any
     other lien on any part of the Secured Debt Collateral resulting from claims
     against it not related to the administration of the Secured Debt Collateral
     or (if so related) resulting from gross negligence or willful misconduct on
     its part.

          (b)  The Collateral Agent shall not be required to ascertain or
     inquire as to the performance by any Grantor of any of the covenants or
     agreements contained herein, in any Credit Document, Security Document or
     in any Debt Instrument. Whenever it is necessary, or in the opinion of the
     Collateral Agent advisable, for the Collateral Agent to ascertain the
     amount of Secured Debt then held by a Beneficiary, the Collateral Agent may
     rely on a certificate of such Beneficiary's Lender Representative as to
     such amount.

          (c)  Citibank, N.A. shall, in its individual capacity and at its own
     cost and expense, promptly take all action as may be necessary to discharge
     any Collateral Agent's Liens or any other lien resulting from claims
     against it not related to the administration of the Secured Debt Collateral
     or (if so related) resulting from gross negligence or willful misconduct on
     its part.

          (d)  The Collateral Agent shall not be personally liable for any acts,
     omissions, errors of judgment or mistakes of fact or law made, taken or
     omitted to be made or taken by it in accordance with this Agreement or any
     Security Document (including, without limitation, acts, omissions, errors
     or mistakes with respect to the Collateral), except for those arising out
     of or in connection with the Collateral Agent's gross negligence or willful
     misconduct. In no event shall the Collateral Agent be liable for
     incidental, indirect, special or consequential damages, regardless of the
     form of action and even if the same were foreseeable. Notwithstanding
     anything set forth herein to the contrary, the Collateral Agent shall have
     a duty of reasonable care with respect to any Collateral which is delivered
     to the Collateral Agent or its designated representatives and is in the
     Collateral Agent's or its designated representatives' possession and
     control. (e) The Collateral Agent shall not be liable for any claims,
     losses, liabilities, damages, costs, expenses and judgments (including
     reasonable attorneys' fees and expenses) due to forces beyond the
     reasonable control of the Collateral Agent, including, without limitation,


<PAGE>
                                       25

     strikes, work stoppages, act of God, and interruptions, loss or
     malfunctions of utilities, communications or computer (software or
     hardware) services.

         Section 6.3 DELEGATION OF DUTIES; APPOINTMENT OF ADMINISTRATIVE AGENT
AS SUB-AGENT.

          (a)  The Collateral Agent may execute any of the powers hereof and
     perform any duty hereunder either directly or by or through agents,
     nominees or attorneys-in-fact. The Collateral Agent may act and rely, and
     shall be protected in acting and relying on, the opinion or advice or, or
     information obtained from, any counsel, accountant, appraiser or other
     expert or adviser, whether retained or employed by the Collateral Agent or
     the Required Lender Representative, in relation to any matter in connection
     with this Agreement, the Security Agreement or any other document,
     instrument or writing. The Collateral Agent shall be entitled to advice of
     counsel concerning all matters pertaining to such powers and duties. The
     Collateral Agent shall not be responsible for any acts or omissions,
     including any negligence or misconduct, of any agents, designated
     representatives, nominees or attorneys-in-fact selected by it without gross
     negligence or willful misconduct.

          (b)  The Collateral Agent hereby appoints the 2003 Administrative
     Agent to act as its sub-agent hereunder, and in connection with each of the
     other Loan Documents. The 2003 Administrative Agent, for itself and its
     successors, accepts the duties and obligations required by this Agreement
     and the other Loan Documents upon the terms and conditions hereof and
     thereof.

         Section 6.4 RELIANCE BY COLLATERAL AGENT.

          (a)  Whenever in the administration of this Agreement the Collateral
     Agent shall deem it necessary or desirable that a matter be proved or
     established with respect to any Grantor in connection with the taking,
     suffering or omitting of any action hereunder by the Collateral Agent, such
     matter (unless other evidence in respect thereof be herein specifically
     prescribed) may be deemed to be proved or established by a certificate of a
     Responsible Officer of such Grantor delivered to the Collateral Agent, and
     such certificate shall be full warranty to the Collateral Agent for any
     action taken, suffered or omitted in reliance thereon without gross
     negligence or willful misconduct, subject, however, to the provisions of
     Section 6.5.

          (b)  The Collateral Agent may consult with counsel, accountants and
     other experts, and any opinion of independent counsel, any such accountant,
     and any such other expert shall be full and complete authorization and
     protection in respect of any action taken or suffered by it hereunder in
     accordance therewith. The Collateral Agent shall have the right at any time
     to seek instructions concerning the administration of the Secured Debt
     Collateral from any court of competent jurisdiction.

          (c)  The Collateral Agent may rely, and shall be fully protected in
     acting, upon any resolution, statement, certificate, instrument, opinion,
     report, notice, request, consent, order, bond or other paper or document
     which it has no reason to believe to be other than


<PAGE>
                                       26

     genuine and to have been signed or presented by the proper party or parties
     or, in the case of telecopies, to have been sent by the proper party or
     parties, including the information provided by BMCA to the Collateral Agent
     pursuant to Section 5.2. In the absence of its gross negligence or willful
     misconduct, the Collateral Agent may rely, as to the truth of the
     statements and the correctness of the opinions expressed therein, upon any
     certificates or opinions furnished to the Collateral Agent and conforming
     to the requirements of this Agreement or any Security Document.

          (d)  If the Collateral Agent has been requested to take action
     pursuant to Section 2.3, the Collateral Agent shall not be under any
     obligation to exercise any of the rights or powers vested in the Collateral
     Agent by this Agreement or any Security Document unless the Collateral
     Agent shall have been provided adequate security and indemnity against the
     costs, expenses and liabilities which may be incurred by it in complying
     with such request or direction, including such reasonable advances as may
     be requested by the Collateral Agent. Under no circumstances shall the
     Collateral Agent have any liability for investments made from moneys in the
     Collateral Account pursuant to instructions received under Section 4.3 and
     all such investments shall be at the sole risk of the Grantors.

          (e)  The Collateral Agent shall not be required to inquire or
     investigate a Notice of Default or whether any instruction purported to be
     given by a Required Lender Representative was in fact so given, or whether
     any such instruction is consistent with the Security Agreement or this
     Agreement, and the Collateral Agent may assume the foregoing and shall be
     protected in relying thereon.

          (f)  The Collateral Agent shall have no duty as to any Collateral in
     its possession or control, other than those duties specifically set forth
     herein, or the possession or control of any agent or bailee or any income
     thereon or as to the preservation or rights against prior parties or any
     other rights pertaining thereto. The Collateral Agent shall endeavor to
     file such financing and continuation statements and record such documents
     or instruments in such places and at such times as shall be directed by the
     Required Lender Representative. The Collateral Agent shall not be liable or
     responsible for any loss or diminution in the value of any of the
     Collateral by reason or the act or omission of any carrier, forwarding
     agency or other agent or bailee selected by the Collateral Agent in good
     faith.

          (g)  The Collateral Agent shall not be responsible for the existence,
     genuineness or value of any of the Collateral or for the validity,
     perfection, priority or enforceability or any liens on any of the
     Collateral, whether impaired by operation of law or by reason of any action
     or omission to act on its part hereunder, except to the extent such action
     or omission constitutes gross negligence or willful misconduct on the part
     of the Collateral Agent, for the validity or sufficiency of the Collateral
     or any agreement or assignment contained therein, or for the validity of
     any title to the Collateral or otherwise as to the maintenance of the
     Collateral. The Collateral Agent shall have no duty to ascertain or inquire
     into the performance or observance by any other party of the terms of this
     Agreement, the Security Agreement or any other agreement or document.


<PAGE>
                                       27

          Section 6.5 LIMITATIONS ON DUTIES OF THE COLLATERAL AGENT.

          (a)  The Collateral Agent shall be obliged to perform such duties and
     only such duties as are specifically set forth in this Agreement or in any
     Security Document, and no implied covenants or obligations shall be read
     into this Agreement or any Security Document against the Collateral Agent.
     The Collateral Agent shall, upon receipt of a Notice of Default from the
     Required Lender Representative and during such time as such Notice of
     Default shall not have been withdrawn, exercise the rights and powers
     vested in it by this Agreement or by any Security Document, and the
     Collateral Agent shall not be liable with respect to any action taken or
     omitted by it in accordance with the direction of the Required Lender
     Representative pursuant to Section 2.3.

          (b)  Except as herein otherwise expressly provided, including, without
     limitation, upon the written request of the Required Lender Representative
     pursuant to Section 2.3, the Collateral Agent shall not be under any
     obligation to take any action which is discretionary with the Collateral
     Agent under the provisions hereof or under any Security Document. The
     Collateral Agent shall furnish to each Lender Representative promptly upon
     receipt thereof, a copy of each certificate or other paper furnished to the
     Collateral Agent by a Grantor under or in respect of this Agreement, any
     Security Document or any of the Secured Debt Collateral.

          Section 6.6 MONEYS HELD BY COLLATERAL AGENT. All moneys received by
the Collateral Agent under or pursuant to any provision of this Agreement or any
Security Document shall be held as Collateral for the purposes for which they
were paid or are held.

          Section 6.7 RESIGNATION AND REMOVAL OF THE COLLATERAL AGENT.

          (a)  The Collateral Agent may at any time, by giving thirty days'
     prior written notice to BMCA and each Lender Representative resign and be
     discharged of the responsibilities hereby created, such resignation to
     become effective upon the appointment of a successor collateral agent or
     collateral agents by the Required Lender Representative, and the acceptance
     of such appointment by such successor collateral agent or collateral
     agents. The Collateral Agent may be removed at any time without cause and a
     successor collateral agent appointed by the affirmative vote of the
     Required Lender Representative; provided that the Collateral Agent shall be
     entitled to its fees and expenses to the date of removal. If no successor
     collateral agent or collateral agents shall be appointed and approved
     within thirty days from the date of the giving of the aforesaid notice of
     resignation or within thirty days from the date of such removal, the
     Collateral Agent shall, or any Lender Representative may, apply to any
     court of competent jurisdiction to appoint a successor collateral agent or
     collateral agents (which may be an individual or individuals) to act until
     such time, if any, as a successor collateral agent or collateral agents
     shall have been appointed as above provided. Any successor collateral agent
     or collateral agents so appointed by such court shall immediately and
     without further act be superseded by any successor collateral agent or
     collateral agents appointed by the Required Lender Representative.


<PAGE>
                                       28

          (b)  If at any time the Collateral Agent shall resign, be removed or
     otherwise become incapable of acting, or if at any time a vacancy shall
     occur in the office of the Collateral Agent for any other cause, a
     successor collateral agent or collateral agents may be appointed by the
     Required Lender Representative, and the powers, duties, authority and title
     of the predecessor collateral agent or collateral agents terminated and
     canceled without procuring the resignation of such predecessor collateral
     agent or collateral agents, and without any other formality (except as may
     be required by applicable law) than the appointment and designation of a
     successor collateral agent or collateral agents in writing, duly
     acknowledged, delivered to the predecessor collateral agent or collateral
     agents and BMCA, and filed for record in each public office, if any, in
     which this Agreement is required to be filed.

          (c)  The appointment and designation referred to in Section 6.7(b)
     shall, after any required filing, be full evidence of the right and
     authority to make the same and of all the facts therein recited, and this
     Agreement shall vest in such successor collateral agent or collateral
     agents, without any further act, deed or conveyance, all of the estate and
     title of its predecessor or their predecessors, and upon such filing for
     record the successor collateral agent or collateral agents shall become
     fully vested with all the estates, properties, rights, powers, trusts,
     duties, authority and title of its predecessor or their predecessors; but
     such predecessor or predecessors shall, nevertheless, on the written
     request of any Lender Representative, BMCA, or its or their successor
     collateral agent or collateral agents, execute and deliver an instrument
     transferring to such successor or successors all the estates, properties,
     rights, powers, duties, authority and title of such predecessor or
     predecessors hereunder and shall deliver all securities and moneys held by
     it or them to such successor collateral agent or collateral agents. Should
     any deed, conveyance or other instrument in writing from BMCA be required
     by any successor collateral agent or collateral agents for more fully and
     certainly vesting in such successor collateral agent or collateral agents
     the estates, properties, rights, powers, duties, authority and title vested
     or intended to be vested in the predecessor collateral agent or collateral
     agents, any and all such deeds, conveyances and other instruments in
     writing shall, on request of such successor collateral agent or collateral
     agents, be so executed, acknowledged and delivered.

          (d)  Any required filing for record of the instrument appointing a
     successor collateral agent or collateral agents as hereinabove provided
     shall be at the expense of the Grantors. The resignation of any collateral
     agent or collateral agents and the instrument or instruments removing any
     collateral agent or collateral agents, together with all other instruments,
     deeds and conveyances provided for in this Section 6 shall, if required by
     law, be forthwith recorded, registered and filed by and at the expense of
     the Grantors, wherever this Agreement is recorded, registered and filed.

          Section 6.8 STATUS OF SUCCESSORS TO THE COLLATERAL AGENT. Every
successor to Citibank, N.A. appointed pursuant to Section 6.7 and every
corporation resulting from a merger or consolidation pursuant to Section 6.9
shall be a bank or trust company in good standing and having power so to act,
incorporated under the laws of the United States or any State thereof or the
District of Columbia, and having its principal corporate trust office within the
forty-eight


<PAGE>
                                       29

contiguous States, and shall also have capital, surplus and undivided profits of
not less than $250,000,000 and a rating from Standard & Poor's or Moody's of A
or better.

          Section 6.9 MERGER OF THE COLLATERAL AGENT. Any corporation or
association into which the Collateral Agent shall be merged, or with which it
shall be consolidated, or any corporation or association resulting from any
merger or consolidation to which the Collateral Agent shall be a party, or any
corporation or association which shall purchase all or substantially all of the
corporate trust business of the Collateral Agent shall be the Collateral Agent
under this Agreement without the execution or filing of any paper or any further
act on the part of the parties hereto.

          Section 6.10 ADDITIONAL CO-COLLATERAL AGENTS; SEPARATE COLLATERAL
AGENTS.

          (a)  If at any time or times it shall be necessary or prudent in order
     to conform to any law of any jurisdiction in which any of the Collateral
     shall be located, or the Collateral Agent shall be advised by counsel
     satisfactory to it that it is so necessary, or prudent in the interest of
     the Beneficiaries, or the Required Lender Representative shall in writing
     so request, or the Collateral Agent shall deem it desirable for its own
     protection in the performance of its duties hereunder, the Collateral Agent
     shall execute and deliver all instruments and agreements necessary or
     proper to constitute another bank or trust company, or one or more persons
     approved by the Collateral Agent either to act as co-collateral agent or
     co-collateral agents of all or any of the Collateral, jointly with the
     Collateral Agent originally named herein or any successor or successors, or
     to act as separate collateral agent or collateral agents of any such
     property. In the event BMCA shall not have joined in the execution of such
     instruments and agreements within five days after the receipt of a written
     request from the Collateral Agent so to do, or in case an Actionable
     Default shall have occurred and be continuing, the Collateral Agent may act
     under the foregoing provisions of this Section 6.10 without the concurrence
     of BMCA, and BMCA hereby irrevocably appoints the Collateral Agent as its
     agent and attorney to act for it under the foregoing provisions of this
     Section 6.10 in either of such contingencies.

          (b)  Every separate collateral agent and every co-collateral agent,
     other than any collateral agent which may be appointed as successor to
     Citibank, N.A. shall, to the extent permitted by law, be appointed and act
     and be such, subject to the following provisions and conditions, namely:

               (i)  all rights, powers, duties and obligations conferred upon
          the Collateral Agent in respect of the custody, control and management
          of moneys, papers or securities shall be exercised solely by Citibank,
          N.A. or its successors as Collateral Agent hereunder;

               (ii) all rights, powers, duties and obligations conferred or
          imposed upon the Collateral Agent hereunder shall be conferred or
          imposed and exercised or performed by the Collateral Agent and such
          separate collateral agent or separate collateral agents or
          co-collateral agent or co-collateral agents, jointly, as shall be
          provided in the instrument appointing such separate collateral agent
          or


<PAGE>
                                       30

          separate collateral agents or co-collateral agent or co-collateral
          agents, except to the extent that under any law of any jurisdiction in
          which any particular act or acts are to be performed, the Collateral
          Agent shall be incompetent or unqualified to perform such act or acts,
          in which event such rights, powers, duties and obligations shall be
          exercised and performed by such separate collateral agent or separate
          collateral agents or co-collateral agent or co-collateral agents;

               (iii) no power given hereby to, or which it is provided hereby
          may be exercised by, any such co-collateral agent or co-collateral
          agents or separate collateral agent or separate collateral agents,
          shall be exercised hereunder by such co-collateral agent or
          co-collateral agents or separate collateral agent or separate
          collateral agents, except jointly with, or with the consent in writing
          of, the Collateral Agent, anything herein contained to the contrary
          notwithstanding;

               (iv) no collateral agent hereunder shall be personally liable by
          reason of any act or omission of any other collateral agent hereunder;
          and (v) the Collateral Agent, at any time by an instrument in writing,
          may accept the resignation of or remove any such separate collateral
          agent or co-collateral agent with or without cause, and in that case
          may by an instrument in writing executed by the Collateral Agent
          appoint a successor to such separate collateral agent or co-collateral
          agent, as the case may be, anything herein contained to the contrary,
          notwithstanding. In the event that BMCA shall not have joined in the
          execution of any such instrument within five days after the receipt of
          a written request from the Collateral Agent so to do, or in case an
          Actionable Default shall have occurred and be continuing, the
          Collateral Agent shall have the power to accept the resignation of or
          remove any such separate collateral agent or co-collateral agent and
          to appoint a successor without the concurrence of BMCA; BMCA hereby
          irrevocably appointing the Collateral Agent its agent and attorney to
          act for it in such connection in either of such contingencies. In the
          event that the Collateral Agent shall have appointed a separate
          collateral agent or separate collateral agents or co-collateral agent
          or co-collateral agents as above provided, it may at any time, by an
          instrument in writing, accept the resignation of or remove any such
          separate collateral agent or co-collateral agent, the successor to any
          such separate collateral agent or co-collateral agent to be appointed
          by the Collateral Agent as hereinabove provided in this Section 6.10.

          SECTION 7. RELEASE OF COLLATERAL.

          Section 7.1 CONDITIONS TO RELEASE OF COLLATERAL.

          (a)  Subject to this Section 7.1(a) and Section 7.2, the Collateral
     Agent shall release its security interest in all of the Collateral on the
     earliest of:

               (i)  such date as is reasonably practicable after the date on
          which the Collateral Agent shall have received written notice from the
          Borrower to the effect that (A) all the Priority Obligations shall
          have been paid in full in cash and the unfunded commitments, if any,
          of each Beneficiary thereof shall have been


<PAGE>
                                       31

          terminated with one or more of the following: (x) the proceeds of
          unsecured indebtedness (including any Refinancing (as defined in the
          Senior Note Indentures) of the Priority Obligations) of the Borrower
          or any of its Subsidiaries permitted under the Senior Note Indentures,
          (y) the proceeds of secured indebtedness (including any Refinancing
          (as defined in the Senior Note Indentures) of the Priority
          Obligations) permitted under the Senior Note Indentures, provided that
          the Senior Note Obligations shall be secured by the same collateral as
          shall secure such secured indebtedness on terms and conditions,
          including priority, no more onerous to the Beneficiaries of the Senior
          Note Obligations than those contained in the Security Agreement and
          this Agreement or (z) cash on hand of the Borrower and its
          Subsidiaries that is not prohibited by the terms of the Senior Note
          Indentures from being applied to the repayment of the Priority
          Obligations, and (B) accrued and unpaid Collateral Agent's Fees shall
          have been paid in full; provided that the Collateral Agent shall not
          release its security interest in the Collateral if (I) the repayment
          of the Priority Obligations was not permitted under the Senior Note
          Indentures, (II) an event of default under the Senior Note Indentures
          or the 2003 Credit Agreement shall exist at the time of such repayment
          (including if BMCA is the subject of any bankruptcy proceedings) or
          (III) the cash for such repayment was obtained through the concurrent
          sale of assets of BMCA or its Subsidiaries; or

               (ii) the date on which (A) all the Secured Debt shall have been
          paid in full in cash and the unfunded commitments, if any, of each
          Beneficiary shall have been terminated and (B) accrued and unpaid
          Collateral Agent's Fees shall have been paid in full; or

               (iii) the date which is 3 days after the date on which (A) the
          Collateral Agent shall have received written instructions from all
          Lender Representatives instructing the Collateral Agent to release its
          security interest in all of the Collateral, and (B) accrued and unpaid
          Collateral Agent's Fees shall have been paid in full.

          (b)  Subject to this Section 7.1(b) and Section 7.2, the Collateral
     Agent shall release its security interest in specific items or portions of
     the Collateral on the date which is no later than 3 Business Days after the
     date on which (i) the Collateral Agent shall have received written
     instructions from the Required Lender Representative instructing the
     Collateral Agent to release its security interest in specific items or
     portions of the Collateral, and (ii) accrued and unpaid Collateral Agent's
     Fees shall have been paid in full.

          (c)  Notwithstanding anything contained in this Section 7.1 to the
     contrary, the Required Lender Representative shall not instruct the
     Collateral Agent to release its security interest in specific portions of
     the Collateral without the consent of the Senior Note Trustees except to
     the extent that (i) the net cash proceeds of the Collateral so released are
     used to pay amounts owing under the Priority Obligations, and, to the
     extent provided for in this Agreement, the Senior Notes, (ii) the release
     of Collateral is expressly permitted or required by the terms of the 2003
     Credit Agreement or the Security


<PAGE>
                                       32

     Documents, as such agreements are in effect on the Effective Date (as
     defined in the 2003 Credit Agreement), (iii) the release is required as a
     matter of law or (iv) the Required Lenders (under and as defined in the
     2003 Credit Agreement) make a determination that maintaining such
     Collateral would be materially adverse to all of the Secured Parties.

          (d)  Notwithstanding anything to the contrary herein or in any other
     Loan Document, for the avoidance of doubt, the Borrower has no obligation,
     and shall not be required, to refinance the 2003 Obligations or any other
     Priority Obligations with secured debt and, if BMCA elects to refinance any
     such Priority Obligations with unsecured debt, upon the payment in full of
     such Priority Obligations outstanding immediately prior to such
     refinancing, the payment of the Collateral Agent's Fees, then due and owing
     at such time, and the compliance with all other terms and conditions
     specified in this Section 7.1, the Collateral Agent shall be required to
     release its security interest in the Collateral.

          Section 7.2 ACTIONS FOLLOWING RELEASE OF THE COLLATERAL. To the extent
that the Collateral Agent is required to release Collateral in accordance with
Section 7.1, or the security interest in any Collateral granted pursuant to any
of the Security Documents is otherwise terminated or released in accordance with
the terms thereof, all right, title and interest of the Collateral Agent in, to
and under such Collateral and the security interest of the Collateral Agent
therein shall terminate and shall revert to the applicable Grantor or its
successors and assigns, and the estate, right, title and interest of the
Collateral Agent therein shall thereupon cease, terminate and become void.
Following such request, instructions or other termination or release, the
Collateral Agent shall, upon the written request of applicable Grantor or its
successors or assigns and at the cost and expense of the Grantors, or their
successors or assigns, execute such instruments and take such other actions as
are necessary or desirable to terminate any such security interest and otherwise
to effectuate the release of the specified portions of the Collateral from the
lien of such security interest. Such termination and release shall be without
prejudice to the rights of the Collateral Agent or any successor collateral
agent to charge and be reimbursed for any expenditures which it may thereafter
incur in connection therewith.

          SECTION 8. AGREEMENTS AMONG BENEFICIARIES.

          Section 8.1 OTHER AGREEMENTS AMONG BENEFICIARIES.

          Each Beneficiary by its acceptance of the benefits of this Agreement
and any Security Documents and the Collateral shall be deemed to have:

          (a)  agreed that should it obtain, receive or take any Collateral (by
     means of set-off, recoupment or otherwise), or recover any amounts under
     any Security Document, at any time after the Collateral Agent has received
     a Notice of Default from the Required Lender Representative, then the
     received Collateral or the amount recovered shall be delivered to the
     Collateral Agent for distribution in accordance with Section 4.4; and

          (b)  agreed that any recovery of Collateral by any Beneficiary with
     respect to the Obligations as a result of enforcement of any consensual or
     non-consensual lien or security interest on any Collateral shall be
     remitted to the Collateral Agent for distribution in accordance with
     Section 4.4.


<PAGE>
                                       33

          Section 8.2 PAYMENT OF COLLATERAL AGENT'S FEES. In the event the
Grantors do not pay the Collateral Agent's Fees, the Collateral Agent shall have
the right, but not the obligation, to withdraw the Collateral Agent's Fees from
the Cash Collateral Account. In addition, in the event the Grantors do not pay
the Collateral Agent's Fees, each Beneficiary (other than the Collateral Agent)
by its acceptance of the benefits of this Agreement and any Security Documents
and the Collateral shall be deemed to have agreed that any Proceeds of
Collateral to which it shall be entitled shall be available to pay the
Collateral Agent's Fees ratably in accordance with the proportion of the Secured
Debt held by such Beneficiary or, if there has been any recovery of the Secured
Debt, in accordance with the proportion of (a) the Secured Debt recovered by
such Beneficiary to (b) the aggregate amount of Secured Debt recovered by all
Beneficiaries. In the event that such Proceeds of Collateral are not sufficient
to pay all such Collateral Agent's Fees, each Beneficiary (other than
Beneficiaries of the Senior Note Obligations) agrees to pay the amount of such
shortfall in the same proportions as described above with respect to the
allocation of Proceeds of Collateral, but only to the extent that such
Collateral Agent's Fees do not represent indemnification for damages or other
amounts sought by any holder of the Senior Note Obligations or the Senior Note
Trustees (such indemnification amounts being "SENIOR NOTE INDEMNIFICATION
AMOUNTS"), it being understood that any amounts received by the Collateral Agent
at any time (from any Grantor, Proceeds of Collateral or otherwise) with respect
to Collateral Agent's Fees owing to it at such time, shall be applied by the
Collateral Agent to Senior Note Indemnification Amounts owing to it only after
all other Collateral Agent's Fees owing to it have been paid in full.

          Section 8.3 INVALIDATION OF PAYMENTS. To the extent that any of the
Beneficiaries receives payments on the Secured Debt or receives Proceeds of
Collateral which are subsequently invalidated, declared to be fraudulent or
preferential, or are required to be repaid to a collateral agent, receiver or
any other Person under the Bankruptcy Code or under state, federal or common
law, then, to the extent the payments or Proceeds are so repaid, the Secured
Debt or part thereof which was intended to be satisfied shall be revived and
will continue to be in full force and effect as if those payments or Proceeds
had never been received by such Beneficiary.

          SECTION 9. OTHER PROVISIONS.

          Section 9.1 AMENDMENTS, SUPPLEMENTS AND WAIVERS.

          (a)  Except as set forth in Section 9.1(b), this Agreement may not be
     amended, revised, restated or supplemented without the prior written
     consent of each Lender Representative, BMCA and the Collateral Agent.

          (b)  The Grantors, the 2003 Administrative Agent and the Collateral
     Agent, at any time and from time to time, may enter into additional
     Security Documents or one or more agreements supplemental hereto or to any
     Security Document, in form satisfactory to the Collateral Agent:

               (i)  to mortgage, pledge or grant a security interest in personal
          property of a type or category which is set forth in Section 1.3 of
          the Security Agreement


<PAGE>
                                       34

          or in any real property in favor of the Collateral Agent as additional
          security for the Secured Debt pursuant to any Security Document, or

               (ii) to cure any ambiguity, to correct or supplement any
          provision herein or in any Security Document which may be defective or
          inconsistent with any other provision herein or therein or make any
          other amendment or modification of any Security Document.

          Section 9.2 NOTICES. All notices, requests, demands and other
communications provided for or permitted hereunder shall be in writing
(including telecopy), shall be sent by mail, telecopy or hand delivery and,
except as otherwise provided in this Agreement, the cost thereof shall be for
the sole account of the Grantors and shall be added to the Obligations,

          (a)  If to any signatory hereto, to the address of such signatory set
     forth on Schedule 9.2.

          (b)  If to any other Beneficiary, to such Beneficiary's Lender
     Representative set forth on Schedule 9.2.

All such notices, requests, demands and communications shall, to be effective
hereunder, be in writing or by a telecopy device capable of creating a written
record, and shall be deemed to have been given or made when delivered by hand or
five days after its deposit in the mail, first class or air postage prepaid, or
in the case of notice by such a telecopy device, when properly transmitted if on
the same day the sender sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid); provided, however, that any
notice, request, demand or other communication to the Collateral Agent shall not
be effective until received.

          Section 9.3 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction; provided that this Agreement shall be construed so as to
give effect to the intention expressed in Section 3.10.

          Section 9.4 DEALINGS WITH THE GRANTORS. Upon any application or demand
by BMCA to the Collateral Agent to take or permit any action under any of the
provisions of this Agreement or any Security Document BMCA shall furnish to the
Collateral Agent, with copies to each Lender Representative, a certificate
signed by a Responsible Officer of BMCA stating that all conditions precedent,
if any, provided for in this Agreement or any Security Document relating to the
proposed action have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Agreement or any Security
Document, relating to such particular application or demand, no additional
certificate or opinion need be furnished.

          Section 9.5 CLAIMS AGAINST THE COLLATERAL AGENT. Any claims or causes
of action which a Beneficiary or a Grantor shall have against the Collateral
Agent shall survive the termination of this Agreement and the release of the
Collateral hereunder.

          Section 9.6 BINDING EFFECT.


<PAGE>
                                       35

          (a)  This Agreement shall be binding upon and inure to the benefit of
     each of the parties hereto and shall inure to the benefit of the
     Beneficiaries and their respective successors and assigns, and nothing
     herein or in any Security Document is intended or shall be construed to
     give any other Person any right, remedy or claim under, to or in respect of
     this Agreement, any Security Document or the Secured Debt Collateral.

          (b)  The Grantors have jointly and severally agreed in Sections 5.3,
     5.4, 5.5 and 5.6 to pay on demand the Collateral Agent's Fees. In the event
     the Grantors fail to pay the Collateral Agent's Fees, each Beneficiary
     (other than the Collateral Agent) has agreed in Section 8.5 to pay the
     Collateral Agent's Fees, ratably in accordance with the proportion of the
     Secured Debt held by such Beneficiary or, if there has been any recovery of
     the Secured Debt, in accordance with the proportion of (i) the Secured Debt
     recovered by such Beneficiary to (ii) the aggregate amount of Secured Debt
     recovered by all Beneficiaries, all as set forth in this Agreement.

          Section 9.7 CONFLICT WITH OTHER AGREEMENTS. The parties agree that in
the event of any conflict between the provisions of this Agreement and the
provisions of any of the Security Documents, the provisions of this Agreement
shall control.

          Section 9.8 GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York.

          Section 9.9 COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same instrument. 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 9.10 CONSENT TO JURISDICTION. EACH OF THE GRANTORS HEREBY
IRREVOCABLY SUBMITS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY SECURITY DOCUMENTS AND EACH HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF THE
COLLATERAL AGENT TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY
OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE
COLLATERAL AGENT OR ANY SECURED PARTY OR ANY AFFILIATE OF THE COLLATERAL AGENT
OR ANY SECURED PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO OR CONNECTED WITH ANY COLLATERAL


<PAGE>
                                       36

DOCUMENT SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT SITTING IN THE
BOROUGH OF MANHATTAN IN NEW YORK CITY.

EACH GRANTOR AGREES THAT SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF
THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH
ACTION OR PROCEEDING TO SUCH GRANTOR AT ITS ADDRESS FOR NOTICES HEREUNDER. EACH
GRANTOR 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.


<PAGE>
                                       37

          Section 9.11 WAIVER OF JURY TRIAL. EACH GRANTOR, LENDER REPRESENTATIVE
AND BY ITS ACCEPTANCE OF THE BENEFITS THEREOF, EACH BENEFICIARY AND THE
COLLATERAL AGENT HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH
ANY COLLATERAL DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                  IN EVIDENCE OF THE FOREGOING, the parties hereto have executed
this Agreement or caused this Agreement to be duly executed by their respective
officers thereunto duly authorized as of the day and year first above written.

                                    BUILDING MATERIALS CORPORATION OF AMERICA


                                    By:    /s/ John Maitner
                                       -----------------------------------------
                                    Name:  John Maitner
                                    Title: Vice President and Treasurer

<PAGE>

                                    Citibank, N.A., as Collateral Agent

                                    By:    /s/ Barbara E. Bennett
                                       -----------------------------------------
                                    Name:  Barbara E. Bennett
                                    Title: Assistant Vice President

<PAGE>


                                    CITICORP USA, INC., not individually, but
                                    solely as 2003 Administrative Agent

                                    By:    /s/ Michael M. Schadt
                                       -----------------------------------------
                                    Name:  Michael M. Schadt
                                    Title: Vice President

<PAGE>


                                    THE BANK OF NEW YORK, not individually, but
                                    solely as Senior Note Trustee under the 2006
                                    Indenture

                                    By:    /s/ Marie E. Trimboli
                                       -----------------------------------------
                                    Name:  Marie E. Trimboli
                                    Title: Assistant Vice President


<PAGE>
                                       38

                                    THE BANK OF NEW YORK, not individually, but
                                    solely as Senior Note Trustee under the 2007
                                    Indenture

                                    By:    /s/ Marie E. Trimboli
                                       -----------------------------------------
                                    Name:  Marie E. Trimboli
                                    Title: Assistant Vice President

                                    THE BANK OF NEW YORK, not individually, but
                                    solely as Senior Note Trustee under the 2005
                                    Indenture

                                    By:    /s/ Marie E. Trimboli
                                       -----------------------------------------
                                    Name:  Marie E. Trimboli
                                    Title: Assistant Vice President

                                    THE BANK OF NEW YORK, not individually, but
                                    solely as Senior Note Trustee under the 2008
                                    Indenture

                                    By:    /s/ Marie E. Trimboli
                                       -----------------------------------------
                                    Name:  Marie E. Trimboli
                                    Title: Assistant Vice President

                                    THE BANK OF NEW YORK, not individually, but
                                    solely as Senior Note Trustee under the 2002
                                    Indenture

                                    By:    /s/ Marie E. Trimboli
                                       -----------------------------------------
                                    Name:  Marie E. Trimboli
                                    Title: Assistant Vice President


<PAGE>
                                       39


                                   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>
                                       1


                                  SCHEDULE 9.2

                          LIST OF ADDRESSES FOR NOTICES

BUILDING MATERIALS CORPORATION OF AMERICA:

Building Materials Corporation of America:                Tel.:   (973) 628-3000
1361 Alps Road                                            Fax:    (973) 628-3326
Wayne, New Jersey 07470
Attention:      Treasurer

CITIBANK, N.A., AS COLLATERAL AGENT UNDER THE COLLATERAL AGENT AGREEMENT:

Citibank, N.A.                                            Tel.:   (212) 657-5810
111 Wall St., 14th Floor                                  Fax:    (212) 657-2762
New York, NY  10005
Attention:      Citibank Agency & Trust

CITICORP USA, INC., AS 2003 ADMINISTRATIVE AGENT:

Citicorp USA, Inc.                                        Tel.:   (212) 816-2432
Asset Based Finance                                       Fax:    (212) 816-2613
388 Greenwich Ave., 19th Floor
New York, NY  10013

Attention:      Michael Schadt

THE BANK OF NEW YORK, AS SENIOR NOTE TRUSTEE UNDER THE 2006 INDENTURE:

The Bank of New York
101 Barclay Street, 21 West
New York, NY  10286

Attention:      Corporate Trust Trustee
                Administration

THE BANK OF NEW YORK, AS SENIOR NOTE TRUSTEE UNDER THE 2007 INDENTURE:

The Bank of New York
101 Barclay Street, 21 West
New York, NY  10286

Attention:      Corporate Trust Trustee
                Administration


<PAGE>
                                       2

THE BANK OF NEW YORK, AS SENIOR NOTE TRUSTEE UNDER THE 2005 INDENTURE:

The Bank of New York
101 Barclay Street, 21 West
New York, NY  10286

Attention:      Corporate Trust Trustee
                Administration

THE BANK OF NEW YORK, AS SENIOR NOTE TRUSTEE UNDER THE 2008 INDENTURE:

The Bank of New York
101 Barclay Street, 21 West
New York, NY  10286

Attention:      Corporate Trust Trustee
                Administration

THE BANK OF NEW YORK, AS SENIOR NOTE TRUSTEE UNDER THE 2002 INDENTURE:

The Bank of New York
101 Barclay Street, 21 West
New York, NY  10286

Attention:      Corporate Trust Trustee
                Administration