Exhibit 10.38  EXECUTION VERSION  COLLATERAL
AGENCY AGREEMENT  by and among  BUILDING
MATERIALS CORPORATION OF AMERICA  AND EACH OTHER
GRANTOR A PARTY HERETO,  DEUTSCHE BANK
AG NEW YORK BRANCH, as Administrative Agent,  THE BANK OF
NEW YORK, as Trustee,  WILMINGTON
TRUST COMPANY, as Trustee,  and  DEUTSCHE BANK
TRUST COMPANY AMERICAS,
AS COLLATERAL AGENT  
  Dated as of February 22, 2007


TABLE OF
CONTENTS  PAGESECTION 1.  DEFINITIONS
  AND OTHER MATTERS.
  3Section 1.1
  Definitions
  3Section 1.2
  Interpretation
  6SECTION 2.  CERTAIN
  OBLIGATIONS AND DUTIES OF THE COLLATERAL AGENT AND THE GRANTORS; POWERS OF
  ATTORNEY
  7Section 2.1
  Authorization to Execute Security Documents
  7Section 2.2
  Certain Representations and Warranties of the Collateral Agent
  7Section 2.3
  Actions
  8Section 2.4
  Additional Security Documents
  8Section 2.5
  Powers of Attorney to the Collateral Agent and to BMCA
  9Section 2.6
  Copies of Letters and Documents
  9Section 2.7
  Intercreditor Agreements
  10SECTION 3.  EVENT
  OF DEFAULT; REMEDIES
  10Section 3.1
  Event of Default
  10Section 3.2
  Remedies
  10Section 3.3
  Right to Initiate Judicial Proceedings, etc.
  11Section 3.4
  Appointment of a Receiver
  12Section 3.5
  Exercise of Powers
  12Section 3.6
  Remedies Not Exclusive
  12Section 3.7
  Limitation on Collateral Agents Duties in Respect of Collateral
  13Section 3.8
  Limitation by Law
  13Section 3.9
  Absolute Rights of the Beneficiaries
  13SECTION 4.  COLLATERAL
  ACCOUNT; APPLICATION OF MONEYS
  13Section 4.1
  The Collateral Account
  13


Section 4.2
  Application of Moneys
  14SECTION 5.  AGREEMENTS
  WITH THE COLLATERAL AGENT
  14Section 5.1
  Delivery of Documents
  14Section 5.2
  Information as to Secured Parties
  14Section 5.3
  Compensation and Expenses
  15Section 5.4
  Stamp and Other Similar Taxes
  15Section 5.5
  Filing Fees, Excise Taxes, etc.
  15Section 5.6
  Indemnification
  16Section 5.7
  Further Assurances
  16SECTION 6.  COLLATERAL
  AGENT
  16Section 6.1
  Acceptance of Duties
  16Section 6.2
  Exculpatory Provisions
  17Section 6.3
  Delegation of Duties; Appointment of Administrative Agent as
  Sub-Agent
  18Section 6.4
  Reliance by Collateral Agent
  18Section 6.5
  Limitations on Duties of the Collateral Agent
  20Section 6.6
  Moneys Held By Collateral Agent
  21Section 6.7
  Resignation and Removal of the Collateral Agent
  21Section 6.8
  Status of Successors to the Collateral Agent
  22Section 6.9
  Merger of the Collateral Agent
  22Section 6.10
  Additional Co-Collateral Agents; Separate Collateral Agents
  22SECTION 7.  RELEASE
  OF COLLATERAL
  24Section 7.1
  Conditions to Release of Collateral
  24Section 7.2
  Actions Following Release of the Collateral
  25SECTION 8.  AGREEMENTS
  AMONG SECURED PARTIES
  26Section 8.1
  Other Agreements Among Secured Party
  26  ii


Section 8.2
  Payment of Collateral Agents Fees
  26Section 8.3
  Invalidation of Payments
  26SECTION 9.  OTHER
  PROVISIONS
  26Section 9.1
  Amendments, Supplements and Waivers
  26Section 9.2
  Notices
  27Section 9.3
  Severability
  27Section 9.4
  Dealings with the Grantors
  27Section 9.5
  Claims Against the Collateral Agent
  28Section 9.6
  Binding Effect
  28Section 9.7
  Conflict with Other Agreements
  28Section 9.8
  Governing Law
  28Section 9.9
  Counterparts
  28Section 9.10
  Consent To Jurisdiction
  28SECTION 9.11
  Waiver of Jury Trial
  29SECTION 9.12
  USA PATRIOT Act
  29  iii


COLLATERAL
AGENCY AGREEMENT  COLLATERAL
AGENCY AGREEMENT (this Agreement),
dated as of February 22, 2007 by and among BUILDING MATERIALS CORPORATION
OF AMERICA, a Delaware corporation (BMCA
or the Company), each Subsidiary
of BMCA a party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative
Agent under the Credit Agreement (as hereinafter defined), THE BANK OF NEW
YORK, as trustee under the 2007 Notes Indenture and the 2008 Notes Indenture
(each as hereinafter defined), WILMINGTON TRUST COMPANY, as trustee under the 2014
Notes Indenture (as hereinafter defined) and DEUTSCHE BANK TRUST COMPANY
AMERICAS (DBTCA), as collateral agent for
the Secured Parties (as hereinafter defined) and in such capacity, together
with any successors and assigns (the Collateral
Agent).  (1) The Company and certain of its Subsidiaries
have entered into a Term Loan Agreement dated as of February 22, 2007 (as
amended, restated, supplemented, waived or otherwise modified, refinanced or
replaced from time to time, the Credit Agreement)
with the Lenders and the Agents (each as defined therein).  (2) The Company is a party to the Revolving
Credit Agreement dated as of February 22, 2007 (as amended, restated,
supplemented, waived, or otherwise modified, refinanced or replaced from time
to time, the Revolving Credit Agreement),
among the Company and certain of its Subsidiaries, the lender parties party
thereto from time to time, Deutsche Bank AG New York Branch, as collateral
monitoring agent and administrative agent, swingline lender and letter of
credit issuer, Bear Stearns & Co. Inc., as syndication agent, J.P.
Morgan Securities Inc., as documentation agent, and Deutsche Bank Securities
Inc., Bear Stearns & Co. Inc. and J.P. Morgan Securities Inc., as
joint lead arrangers and joint book managers. 
Proceeds from the Revolving Credit Agreement are being used, among other
things, to Refinance indebtedness outstanding under the Amended and Restated
Credit Agreement (the Existing Credit Agreement)
dated as of September 28, 2006 among BMCA, the banks, financial
institutions and other institutional lenders party thereto, Citicorp USA, Inc.,
as administrative agent and collateral monitoring agent.  (3) The Company is party to (i) an indenture
dated as of October 20, 1997 (as amended, restated, supplemented, waived
or otherwise modified, refinanced or replaced from time to time, the 2007 Notes Indenture), among the Company, the guarantors
identified therein and The Bank of New York, as trustee, pursuant to which
certain 8% senior notes due 2007 (the 2007 Notes)
were issued; (ii) an indenture dated as of December 3, 1998 (as
amended, restated, supplemented, waived or otherwise modified, refinanced or
replaced from time to time, the 2008 Notes Indenture),
among the Company, the guarantors identified therein and the Bank of New York,
as trustee, pursuant to which certain 8% senior notes due 2008 (the 2008 Notes) were issued; and (iii) an indenture dated
as of July 26, 2004 (as amended, restated, supplemented, waived, or
otherwise modified, refinanced or replaced from time to time,  the 2014 Notes Indenture
and together with the 2007 Notes Indenture and the 2008 Notes Indenture, the Existing Indentures) among the Company, the guarantors
identified therein and Wilmington Trust Company, as trustee, pursuant to which
certain 7.75% senior notes (the 2014 Notes and
together with the 2007 Notes and the 2008 Notes, the Existing
Notes) were issued.


(4) The administrative agent under the Existing
Credit Agreement together with the Notes Trustees (as defined herein), BMCA and
certain of its subsidiaries, Citibank N.A., as collateral agent, and the Note
Trustees (as defined below) were party to an Amended and Restated Collateral
Agent Agreement dated July 9, 2003 (as amended), which governed the rights
of the parties thereto with respect to certain of the Collateral.  In connection with the refinancing of the
Existing Credit Agreement, the parties hereto enter into this Agreement.  (5) Terms defined in the Credit Agreement and not
otherwise defined in this Agreement are used in this Agreement as defined in
the Credit Agreement.  Further, unless
otherwise defined in this Agreement or in the Credit Agreement, terms defined
in Article 8 or 9 of the UCC (as defined below) are used in this Agreement
as such terms are defined in such Article 8 or 9.  UCC means the
Uniform Commercial Code as in effect from time to time in the State of New
York.  COLLATERAL
AGENCY:  To
secure the payment, observance and performance of the Secured Debt (as
hereinafter defined) and in consideration of the premises and the mutual
agreements set forth herein, the Collateral Agent does hereby acknowledge and
accept that it holds on behalf of and for the Secured Parties, to the extent
actually received as Collateral Agent, 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 Credit Agreement and the Security Agreement;  (C)           the Intercreditor Agreements;  (D)          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; and  (E)           the Proceeds (as hereinafter defined) of each of the
foregoing.  The
Collateral Agent hereby holds the Collateral under and subject to the terms and
conditions set forth herein and in the Security Documents 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 Existing Indentures, the 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.  2


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):  Agreement has the meaning set forth in the
recitals.  Bankruptcy Code means the federal
Bankruptcy Code.  BMCA has the meaning set forth in the
recitals.  Business Day means (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 has the meaning set forth in
the Security Agreement.  Collateral Account has the meaning set
forth in Section 4.1 and shall include any sub-accounts created
thereunder.  Collateral Agent means Deutsche Bank Trust
Company Americas, a New York banking corporation, and its successors and
assigns as provided herein, in its capacity as collateral agent for the benefit
of the Secured Parties.  Collateral Agents Fees means 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 means all liens
and security interests against the 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.  Company has the meaning set forth in the
recitals.  Credit Agreement has the meaning set forth
in the recitals.  Credit Document means the Credit
Agreement, the Notes, the other Loan Documents, each Existing Indenture and all
other agreements, instruments and documents executed or delivered in connection
therewith.  DBTCA has the meaning set forth in the
recitals.  Debt Instrument means any promissory note
or other instrument, document or agreement evidencing any Secured Debt.  3


Deposit Accounts means all deposit
accounts as defined in the UCC.  Deposit Account Control Agreement has the
meaning set forth in the Security Agreement.  Event of Default means an Event of
Default under any of the Credit Agreement and the Existing Indentures.  Existing Credit Agreement has the meaning
set forth in the recitals.  Existing Indentures has the meaning set
forth in the recitals.  Existing Notes has the meaning set forth
in the recitals.  General Intercreditor Agreement means the General
Intercreditor Agreement dated as of the date hereof between DBTCA in its
capacity as collateral agent for the First Lien Obligations (as defined
therein) and Deutsche Bank Cayman Islands Branch, in its capacity as collateral
agent for the Junior Lien Obligations (as defined therein), as amended,
restated, supplemented or otherwise modified or replaced.  Governmental Authority means 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 has the meaning set forth in the
Security Agreement.  Intercreditor Agreements means the General Intercreditor
Agreement and the Revolver Intercreditor Agreement.  Lender Representatives means the
Administrative Agent under the Credit Agreement and each Note Trustee under the
Existing Indenture, as the case may be.  Moodys means 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.  Note Trustees means The Bank of New York,
as Trustee under the 2007 Notes Indenture and the 2008 Notes Indenture and
Wilmington Trust Company, as Trustee under the 2014 Notes Indenture, and their
successors and assigns.  Notice of Default means a notice of an
Event of Default.  Obligations means Secured
Obligations as such term is defined in the Security Agreement.  Proceeds means (i) all proceeds as
defined in the UCC, (ii) payments or distributions made with respect to
the Collateral and (iii) whatever is receivable or received when  4


Collateral or proceeds are sold, exchanged, collected
or otherwise disposed of, whether such disposition is voluntary or involuntary.  Refinancing has the meaning set forth in the Existing
Indentures.  Required Lender Representative means the
Lender Representative of not less than the majority of holders of the
Obligations, which constitute Debt for Borrowed Money.  For purposes of this definition, the Required
Lender Representative shall be assumed to be the Administrative Agent under the
Credit Agreement; provided, however, that if the Obligations, which constitute
Debt for Borrowed Money, under and as defined in the Credit Agreement, shall be
less than $300.0 million, and the same shall be provided in a notice delivered
to the Collateral Agent by the Company with a copy sent to each Lender
Representative, then the Required Lender Representative shall be deemed to be
the Administrative Agent and the trustee under the 2014 Notes Indenture jointly
acting together until such time the Required Lender Representatives notify the
Collateral Agent that all Obligations, which constitute Debt for Borrowed
Money, under and as defined in the Credit Agreement and all Obligations under
and as defined in the 2014 Notes Indenture are paid in full, at which time the
Required Lender Representatives shall be the remaining Lender Representatives
acting jointly.  Responsible Officer means 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.  Revolver Collateral shall have the meaning set forth in the
General Intercreditor Agreement.  Revolver Intercreditor Agreement means the Revolver
Intercreditor Agreement dated as of the date hereof between Deutsche Bank AG,
New York Branch, in its capacity as First Lien Collateral Agent (as defined
therein), DBTCA, in its capacity as Second Lien Collateral Agent (as defined
therein) and Deutsche Bank AG Cayman Islands Branch, in its capacity as Third
Lien Collateral Agent (as defined therein), as amended, restated, supplemented
or otherwise modified or replaced.  Revolving Credit Agreement has the meaning
set forth in the recitals.  Secured Debt means all Obligations of the
Loan Parties under the Loan Documents and the Existing Indentures.  Security Agreement means the Security
Agreement executed by and among the Grantors and the Collateral Agent, dated as
of the date hereof (as such agreement may be amended, restated, supplemented or
otherwise modified, or replaced).  Security Documents means this Agreement,
the Mortgages, the Deposit Account Control Agreements, the Security Agreement
and the other security agreements, instruments and documents, any additional
documents executed to reflect the grant to the Collateral Agent of a Lien upon
or security interest in any Collateral to secure the Obligations.  Secured Parties has the meaning set forth
in the Security Agreement.  5


Standard &
Poors means 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.  2007Notes has the
meaning set forth in the recitals.  2007 Notes Indenture has the meaning set forth in the
recitals.  2008 Notes has the meaning set forth in the recitals.  2008 Notes Indenture has the meaning set forth in the
recitals.  2014 Notes has the meaning set forth in the recitals.  2014 Notes Indenture has the meaning set forth in the
recitals.  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.  6


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 is hereby authorized and directed to execute and deliver each of the
Security Documents delivered to it by the Administrative Agent 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
DBTCA, in its individual capacity, each represent and warrant to the
Beneficiaries as follows:  (a)           DBTCA,
is a banking corporation duly formed, validly existing and in good standing
under the laws of the State of New York 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 DBTCA.  (c)           There
are no Collateral Agents Liens and DBTCA, in its individual capacity, has no
liens or security interests against the 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
DBTCA and which, if determined adversely to the position of DBTCA, would
materially and adversely affect the ability of DBTCA 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 or will be
filed by or against DBTCA in its individual capacity with respect to any of the
Collateral.  7


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 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 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 the
Security Agreement.  (e)           It is agreed among the parties hereto
that a party, which fails to respond to a written request for action for
thirty-days, after its actual receipt of same, shall be deemed to have given
its consent to such action.  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 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 prepare, execute
and deliver to the Collateral Agent such Security Documents within the
timeframe provided under the Credit Agreement, 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  8


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
if acceptable to the Required Lender Representative, the Required Lender
Representative shall forward such Security Document to, and authorize and
direct, the Collateral Agent to execute same, and the Collateral Agent shall
execute such Security Document and endeavor, at the sole expense of the
Company, 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 action to perfect, promote and protect the liens and
security interests of the Collateral Agent in the Collateral, all as may be
directed by the Required Lender Representative. 
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
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.  A copy of each notice provided by a Lender
Representative to the Collateral Agent under the Security Documents shall be
promptly delivered by the sender to the Required Lender Representative.  9


Section 2.7    Intercreditor Agreements.  The Lender Representatives expressly
acknowledge and agree that notwithstanding anything herein to the contrary, the
Liens and security interests granted to the Collateral Agent pursuant to this
agreement in any Collateral and the exercise of any right or remedy by the
Collateral Agent with respect to any Collateral hereunder are subject to the
limitations and provisions of (i) the Revolver Intercreditor Agreement and
(ii) the General Intercreditor Agreement. 
In the event of any conflict between the terms of any Intercreditor
Agreement and this agreement, the terms of the Intercreditor Agreements shall
govern and control.  SECTION 3.  EVENT
OF DEFAULT; REMEDIES.  Section 3.1      Event
of Default.  (a)           Upon
actual receipt by an officer of the Collateral Agent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 reasonably satisfactory to
the Collateral Agent and the Lender 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.  (c)           Notwithstanding
anything to the contrary contained in this Agreement, the Required Lender
Representative shall not be deemed to have knowledge of any Event of Default
under any Credit Document to which it is not a party until it has received
notice from the Company and/or the respective Lender Representative regarding
such Event of Default.  The Required
Lender Representative shall not be obligated to give a Notice of Default until
such notice of an Event of Default is given to the Required Lender
Representative.  10


Section 3.2    Remedies.  (a)Upon
actual receipt of a Notice of Default from the Required Lender Representative
pursuant to Section 3.1(a), 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 Event of 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.  (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 and an
authorization and direction to act, from the Required Lender Representative and  11


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 Collateral under the judgment or decree of a
court of competent jurisdiction.  Section 3.4    Appointment of a Receiver.  If a receiver of the Collateral shall be
required to be appointed in any judicial proceeding, the Collateral Agent 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
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 Event of Default shall impair any such right, remedy or
power or shall be construed to be a waiver of any such Event of 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 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 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 Collateral.  12


Section 3.7    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 Representative 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 3.8    Limitation by Law.  All the provisions of this Section 3 and
the Security Agreement insofar as they relate to the exercise of power by the
Collateral Agent 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 3.9    Absolute Rights of the
Beneficiaries.  Notwithstanding any
other provision of this Agreement or any provision of any Security Document,
neither the right of each Secured Party, which is absolute and unconditional,
to receive payments of the Secured Debt held by such Secured Party on or after
the due date thereof as therein expressed, to institute suit for the
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 Secured Party 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 Secured Party at the time and place expressed
therein shall be impaired or affected without the consent of such Secured
Party.  SECTION 4.  COLLATERAL
ACCOUNT; APPLICATION OF MONEYS.  Section 4.1    The Collateral Account.  The Collateral Agent shall establish as
necessary an account which shall be entitled the Collateral Account (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.  Any interest or other income received on such
investment and reinvestment of the moneys on deposit the Collateral Account
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 become
part of the moneys on deposit in the Collateral Account and be allocated
pursuant to the Security Agreement.  13


Section 4.2    Application
of Moneys.  Any cash held by or on
behalf of the Collateral Agent and all cash proceeds received by or on behalf
of the Collateral Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral may, at the instruction of
the Required Lender Representative, be held by the Collateral Agent as
collateral for, and/or then or at any time thereafter applied in whole or in
part by the Collateral Agent for the ratable benefit of the Secured Parties
against, all or any part of the Secured Obligations, in the following manner:  (a)           first, paid to the Collateral Agent for any amounts then
owing to the Collateral Agent hereunder;  (b)           second, paid to the Agents for any amounts then owing to the
Agents pursuant to Section 8.04 of the Credit Agreement or otherwise under
the Loan Documents and the Note Trustees for any amounts owing to the trustees
under the Existing Indentures, respectively, ratably in accordance with the
amounts then owing to the Agents and the trustees; and  (c)           third, ratably paid to the Lenders, the holders of the Existing
Notes and the Hedge Banks, for any amounts then owing to them, in their
capacities as such, under the Loan Documents and the Existing Indentures,
respectively ratably, in accordance with the amounts then owing to the Lenders,
the holders of the Existing Notes and the Hedge Banks.  The
Lender Representatives agree on behalf of their respective Secured Parties that
they will provide the Collateral Agent with tax forms which the Collateral
Agent may reasonably require prior to any distribution of funds.  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, however, 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 Secured
Parties.  (a)           BMCA
agrees to deliver to the Collateral Agent by December 1 in each year,
commencing December 1, 2007, 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.  14


(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 Secured
Party 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
pursuant to Section 4.2.  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 reasonable and documented fees, costs and expenses of
the Collateral Agent (including 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 Collateral, 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.  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
Collateral.  The obligation of the
Grantors to pay any and all fees, expenses, indemnities and other amounts due
hereunder shall be joint and several and shall survive termination of this
Agreement and resignation or removal of the Collateral Agent.  Section 5.4    Stamp and Other Similar
Taxes.  The Grantors jointly and severally
agree to indemnify and hold harmless the Collateral Agent and each Secured
Party from, and shall reimburse the Collateral Agent and each Secured Party
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 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
reasonable 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  15


under this Section 5.5 shall survive the termination of the other
provisions of this Agreement and resignation or removal of the Collateral
Agent.  Section 5.6    Indemnification.  (a)           The
Grantors jointly and severally agree to pay, indemnify and hold the Collateral
Agent and its officers, employees, directors, agents and representatives and
each of its agents harmless from and against any and all liabilities, claims,
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 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 Secured
Parties 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
Secured Party.  (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 and at the
sole expense of the Grantors, each Grantor will promptly execute and deliver
any and all such further instruments and documents and take such further action
as the Required Lender Representative reasonably determines is necessary or
desirable for the Secured Parties to obtain the full benefits of this
Agreement.  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.  16


Section 6.2Exculpatory 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 the Required 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 of 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 Collateral or for the payment of
taxes, charges, assessments or liens upon the Collateral or otherwise as to the
maintenance of the Collateral, except that (i) in the event the Collateral
Agent enters into possession of a part or all of the 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 Collateral or any other lien on any part of the
Collateral resulting from claims against it not related to the administration
of the 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 Secured
Party, the Collateral Agent may rely on a certificate of such Secured Partys
Lender Representative as to such amount.  (c)DBTCA 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 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  17


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, strikes, work
stoppages, act of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services.  Section 6.3Delegation 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 Administrative
Agent to act as its sub-agent hereunder, and in connection with each of the
other Loan Documents.  The 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 6.4Reliance 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  18


have the right at any time to seek
instructions concerning the administration of the 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 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.  (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 the 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 or its agent or designee
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  19


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.  (h)None of the provisions of this Agreement shall require the
Collateral Agent to expend or risk its own funds or otherwise to incur any
liability, financial or otherwise, in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not assured to it.  Section 6.5Limitations 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 under the
provisions hereof or under any Security Document.  Whenever reference is made in this Agreement
or in the Security Agreement, the Credit Documents, the Intercreditor
Agreements (as such term is defined in the Credit Agreement) or the Security
Documents to any action by, consent, designation, specification, requirement or
approval of, notice, request or other communication from, or other direction
given or action to be undertaken or to be (or not to be) suffered or omitted by
the Collateral Agent to any amendment, waiver or other modification of this
Agreement or in the Security Agreement or the Security Documents to be executed
(or not to be executed) by the Collateral Agent or to any election, decision,
opinion, acceptance, use of judgment, expression of satisfaction or other
exercise of discretion, rights or remedies to be made (or not to be made) by
the Collateral Agent, it is understood that in all cases the Collateral Agent
shall be acting, giving, withholding, suffering, omitting, making or otherwise
undertaking and exercising the same (or shall not be undertaking and exercising
the same) as directed by the Required Lender Representative in accordance with
this Section 6.5(b).  This provision
is intended solely for the benefit of the Collateral Agent and its successors
and permitted assigns and is not intended to and will not entitle the other
parties hereto to any defense, claim or counterclaim under or in relation to
any Security Document, or confer any rights or benefits on any party
hereto.  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
Collateral.  20


Section 6.6Moneys 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 6.7Resignation 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 and written notice
thereof delivered to the Collateral Agent; 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.  (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  21


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 6.8Status of Successors to the Collateral Agent.  Every successor to DBTCA, as Collateral
Agent, 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
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 6.9Merger 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 6.10Additional 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  22


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 Event of 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
DBTCA 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 DBTCA or its successors and assigns 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
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  23


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 Event of 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 7.1Conditions
to Release of Collateral.  (a)The Collateral Agent shall release its security interest in
the Collateral (other than the Revolver Collateral) on such date as is
reasonably practicable after the date on which the Collateral Agent shall have
received written notice from the Administrative Agent (as defined in the Credit
Agreement) that the Obligations under and as defined in the Credit Agreement
(other than contingent obligations) shall have become unsecured or shall have
been paid in full with the proceeds of unsecured indebtedness and the unfunded
commitments, if any, of the Lenders under the Credit Agreement shall have been
terminated; provided, however, that the Collateral Agent shall not release its
security interest in such Collateral unless it (i) shall have received a
written certificate of a Responsible Officer of the Company (together with a
copy to each Lender Representative) stating that no Event of Default, or event
which could reasonably become an Event of Default, under the Existing
Indentures has occurred and is continuing, and (ii) shall not have
received a Notice of Default from the Required Lender Representative with
respect to a then existing Event of Default under any of the Existing
Indentures (including if BMCA is the subject of any bankruptcy proceeding);  (b)The Collateral Agent shall release its security interest in
the Revolver Collateral on such date as is reasonably practicable after the
date on which the Collateral Agent shall have received written notice from BMCA
to the effect that (A) the Obligations (other than contingent obligations)
under and as defined in the Revolving Credit Agreement (the Revolver Obligations) shall have been paid
in full and the unfunded commitments, if any, of the lenders under the Revolving
Credit Agreement shall have been terminated with one or more of the
following:  (x) the proceeds of
unsecured indebtedness (including any Refinancing of the Revolver Obligations)
of BMCA or any of its Subsidiaries permitted under the Existing Indentures, (y) the
proceeds of secured indebtedness (including any Refinancing of the Revolver
Obligations) permitted under the Existing Indentures, provided that the
Obligations under the Existing Notes shall be secured by the same collateral as
shall secure such secured  24


indebtedness on terms and conditions,
including priority, no more onerous to the Secured Parties than those contained
in the Security Agreement and this Agreement or (z) cash on hand of BMCA and
its Subsidiaries that is not prohibited by the terms of the Existing Indentures
from being applied to the repayment of the Revolver Obligations, and (B) accrued
and unpaid Collateral Agents Fees shall have been paid in full; provided,
however, that the Collateral Agent shall not release its security interest in
the Collateral if (I) the repayment of the Revolver Obligations was not
permitted under the Existing Indentures, (II) an event of default under
the Credit Documents or under the Revolving 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  (c)The Collateral Agent shall release its security interest in
all of the Collateral on the earlier of:  (i)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 Secured Party shall have
been terminated and notice of same shall have been given to the Collateral
Agent by the Required Lender Representative and (B) accrued and unpaid
Collateral Agents Fees shall have been paid in full; or  (ii)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.  (d)Subject to this Section 7.1(d) and Section 7.2,
the Collateral Agent shall release its security interest in specific items or
portions of the Collateral in accordance with the terms of Sections 24(a) or
24(b) of the Security Agreement.  Section 7.2Actions Following Release of the Collateral.  To the extent that the Collateral Agent is
required or permitted to release Collateral in accordance with Section 7.1
or the terms of the Security Agreement, 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.  25


SECTION 8.AGREEMENTS AMONG SECURED
PARTIES.  Section 8.1Other Agreements Among Secured Party.  Each
Secured Party 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 the Security Agreement; and  (b)agreed that any recovery of Collateral by any Secured Party
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 the Security
Agreement.  Section 8.2Payment of Collateral Agents Fees.  In the event the Grantors do not pay the
Collateral Agents Fees, each Secured Party (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 Secured Party or, if there has been any recovery of
the Secured Debt, in accordance with the proportion of (a) the Secured
Debt recovered by such Secured Party 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 Secured Party (other than the Note
Trustees) agrees to pay the amount of such shortfall in the same proportions as
described above with respect to the allocation of Proceeds of Collateral.  Section 8.3Invalidation 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 Secured Party.  SECTION 9.OTHER PROVISIONS.  Section 9.1Amendments, 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 Required Lender Representative, BMCA and the Collateral Agent;
provided, further, that Section 4.2  26


shall not be amended, revised, restated or
supplemented in a manner which adversely affects any Hedge Bank without the
prior written consent of such Hedge Bank.  (b)The parties hereto, 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 of the Security Agreement 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 9.2Notices.  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 A.  (b)If to any other Secured Party, to such Secured Partys
Lender Representative set forth on Schedule A.  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 9.3Severability.  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 3.9.  Section 9.4Dealings 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  27


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 9.5Claims Against the Collateral Agent.  Any claims or causes of action which a
Secured Party or a Grantor shall have against the Collateral Agent shall
survive the termination of this Agreement and the release of the Collateral
hereunder.  Section 9.6Binding Effect.  (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 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 Secured Party (other than the Collateral Agent)
has agreed in Section 8.2 to pay the Collateral Agents Fees, ratably in
accordance with the proportion of the Secured Debt held by such Secured Party
or, if there has been any recovery of the Secured Debt, in accordance with the proportion
of (i) the Secured Debt recovered by such Secured Party to (ii) the
aggregate amount of Secured Debt recovered by all Beneficiaries, all as set
forth in this Agreement.  Section 9.7Conflict 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.  Notwithstanding anything to the contrary
contained in this Agreement, the Lender Representatives shall have all rights
and protections afforded to them in their respective Credit Documents.  Section 9.8Governing Law.  This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
York.  Section 9.9Counterparts.  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 9.10Consent 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  28


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 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.  SECTION 9.11Waiver
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.  SECTION 9.12USA
PATRIOT Act.  The parties hereto
acknowledge that in accordance with Section 326 of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as
amended, modified or supplemented from time to time, the USA PATRIOT Act), the
Collateral Agent, is required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens
an account with Deutsche Bank Trust Company Americas.  The parties to this Agreement agree that they
will provide the Collateral Agent with such information as it may request in
order for the Collateral Agent to satisfy the requirements of the USA PATRIOT
Act.  29


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 AMERICABMCA ACQUISITION
  INC.BMCA ACQUISITION
  SUB INC.BMCA FRESNO LLCBMCA FRESNO II
  LLCBMCA GAINESVILLE
  LLCBMCA INSULATION
  PRODUCTS INC.BMCA QUAKERTOWN
  INC.BUILDING
  MATERIALS INVESTMENT CORPORATIONBUILDING
  MATERIALS MANUFACTURING CORPORATIONDUCTWORK
  MANUFACTURING CORPORATIONGAF LEATHERBACK
  CORP.GAF MATERIALS
  CORPORATION (CANADA)GAF PREMIUM
  PRODUCTS INC.GAF REAL
  PROPERTIES, INC.GAFTECH
  CORPORATIONHBP ACQUISITION
  LLCLL BUILDING
  PRODUCTS INC.PEQUANNOCK
  VALLEY CLAIM SERVICE COMPANY, INC.SOUTH PONCA
  REALTY CORP.WIND GAP REAL
  PROPERTY ACQUISITION CORP.   By:
  /John
  M. Maitner/Name:  John
  M. MaitnerTitle:  Vice
  President and Treasurer


DEUTSCHE BANK
  TRUST COMPANY AMERICAS, as
  Collateral AgentBy:
  /Kerry
  Warwicker/Name:  Kerry
  WarwickerTitle:  Vice
  PresidentBy:
  /Randy Kahn/Name:  Randy
  KahnTitle:  Vice
  President


DEUTSCHE BANK AG NEW YORK BRANCH, as
  Administrative Agent under the Credit AgreementBy:
  /Marguerite Sutton/Name: Marguerite SuttonTitle: DirectorBy:
  /Carin Keegan/Name: Carin KeeganTitle: Vice President


THE BANK OF NEW YORK, as Trustee under the 2007
  Notes IndentureBy:
  /Franca M. Ferrara/Name: Franca M. FerraraTitle: Assistant Vice PresidentTHE BANK OF NEW YORK,
  as Trustee under the 2008
  Notes IndentureBy:
  /Franca M.
  Ferrara/Name: Franca M.
  FerraraTitle: Assistant
  Vice President


WILMINGTON TRUST
  COMPANY, as Trustee under the
  2014 Notes IndentureBy:
  /Kristin L.
  Moore/Name: Kristin L.
  MooreTitle: Senior
  Financial Services Officer