Exhibit 4.4  THIRD SUPPLEMENTAL INDENTURE  THIRD SUPPLEMENTAL INDENTURE (this Third Supplemental Indenture),
dated as of January 4, 2007, is entered into among Building Materials
Corporation of America, a Delaware corporation (the Issuer),
the Guarantors (as defined in the indenture referred to below) and The Bank of
New York, as trustee under the indenture referred to below (the Trustee).  W I T
N E S S E T H  WHEREAS,
the Issuer has heretofore executed and delivered to the Trustee an indenture
dated as of December 3, 1998, as amended by the first supplemental
indenture, dated as of January 1, 1999, as further amended by the second
supplemental indenture, dated as of December 4, 2000 (as amended to date,
the Indenture), providing for the
issuance by the Issuer of an aggregate principal amount of $155,000,000 of 8%
Senior Notes due 2008 (the Notes);  WHEREAS,
capitalized terms used herein but not defined shall have the meanings ascribed
to them in the Indenture;  WHEREAS,
Section 9.02 of the Indenture provides, among other things, that the
Issuer and the Trustee may amend or supplement the Indenture and the Notes with
the consent of the Holders of at least a majority in principal amount of the
Notes then outstanding (including consents obtained in connection with a tender
offer for the Notes) (the Requisite Holders);  WHEREAS, the Issuer desires to execute and deliver
an amendment to the Indenture for the purposes of eliminating and amending certain of the restrictive covenants, events of default
and other provisions contained in the Indenture and the Notes;  WHEREAS,
the Issuerhas caused to
be delivered to the Holders of the Notes an Offer to Purchase and Consent
Solicitation Statement, dated December 20, 2006 (as the same may be
amended from time to time, the Statement),
and the related Consent and Letter of Transmittal pursuant to which the Issuer
has (i) offered to purchase for cash any and all of the outstanding Notes
(such offer on the terms set forth in the Statement and the Consent and Letter
of Transmittal, the Offer) and
(ii) solicited consents to the adoption of amendments to the
Indenture as set forth in Article I
hereof (the Amendments);  WHEREAS,
the Issuerhas received
the written consents of the Requisite Holders to the Amendments;  WHEREAS,
the execution and delivery of this Third Supplemental Indenture has been duly
authorized and all conditions and requirements necessary to


make this Third Supplemental Indenture a valid and
binding agreement of the Issuer have been duly performed and complied with; and  WHEREAS,
pursuant to Sections 9.02 and 9.06 of the Indenture, the Trustee is authorized
to execute this Third Supplemental Indenture.  NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Issuer, the
Guarantors and the Trustee mutually covenant and agree for the equal and
ratable benefit of the holders of the Notes as follows:  ARTICLE I AMENDMENTS TO INDENTURE  Section 1.               Amendment
of Article 4.  The
following sections of Article 4 of the Indenture and any corresponding
provisions in the Notes are hereby deleted in their entirety and replaced with Intentionally
Omitted (except as otherwise noted) and all references made thereto throughout
the Indenture and the Notes are hereby deleted in their entirety:  (a)           Section 4.03.  Corporate Existence;  (b)          Section 4.06.  Securities and Exchange Commission Reports;  (c)           Section 4.08.  Maintenance of Properties;  (d)          Section 4.09.  Limitation on Debt and Preferred Stock of the
Company and its Subsidiaries;  (e)           Section 4.10.  Limitation on Restricted Payments and
Restricted Investments;  (f)           Section 4.11.  Limitation on Liens;  (g)          Section 4.12.  Limitation on Transactions with Affiliates;  (h)          Section 4.13.  Limitation on Dividend and Other Payments
Restrictions Affecting Subsidiaries;  (i)            Section 4.16.  Restriction on Transfer of Certain Assets to
Subsidiaries; and  (j)            Section 4.17.  Investment Company Act.  Section 2.               Amendment
of Article 5. 
Clauses (2), (3) and (4) of Section 5.01 of the Indenture
and any corresponding provisions in the Notes are hereby  2


deleted in their entirety and all references made
thereto throughout the Indenture and the Notes are hereby deleted in their
entirety.  Section 3.               Amendment
of Article 6.  The
following clauses of Section 6.01 of the Indenture and any corresponding
provisions in the Notes, are hereby deleted in their entirety and replaced with
Intentionally Omitted, and all references made thereto throughout the
Indenture are hereby deleted in their entirety:  (a)           Section 6.01(4);  (b)           Section 6.01(6); and  (c)           Section 6.01(8).  Section 4.               Definitions.  Definitions defined in Article 1 of the
Indenture shall be deemed deleted when reference to such definitions would be
eliminated as a result of the foregoing amendments.  Section 5.               Section and
Other References.  To the
extent any amendments result in the renumbering of sections or clauses, any
references thereto shall be deemed amended so as to refer to the amended
section or clause.  ARTICLE II EFFECTIVENESS  Section 1.               Effectiveness.
This Third Supplemental Indenture shall become effective and binding on the
Issuer, the Guarantors, the Trustee and the Holders upon execution and delivery
of this Third Supplemental Indenture by the parties hereto; provided that the
amendments set forth in Article I of this Third Supplemental Indenture
shall become operative when all Notes validly tendered pursuant to the Offer
are accepted for payment by the Issuer. 
In the event that the Offer is terminated or withdrawn, this Third
Supplemental Indenture shall be null and void.  Section 2.               Notice
of Acceptance. The Company shall provide written notice to the
Trustee upon the Companys acceptance of the Notes for payment, at which time
this Third Supplemental Indenture shall become effective.  ARTICLE III MISCELLANEOUS  Section 1.               Indenture
Ratified.  Except as
otherwise provided herein, the Indenture is in all respects ratified and
confirmed, and all of the terms, provisions and conditions thereof shall be and
remain in full force and effect.  3


Section 2.               Construction
of Supplemental Indenture. 
This Third Supplemental Indenture is executed as and shall constitute an
indenture supplemental to the Indenture and shall be construed in connection
with and as part of the Indenture.  Section 3.               Trust
Indenture Act Controls. 
If any provision of this Third Supplemental Indenture limits, qualifies
or conflicts with any other provision of this Third Supplemental Indenture or
the Indenture that is required to be included by the Trust Indenture Act of
1939, as amended, as in force at the date this Third Supplemental Indenture is
executed, the provision required by said Act shall control.  Section 4.               Counterparts.  This Third Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.  Section 5.               Trustee
Not Responsible.  The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Third Supplemental Indenture or for or in
respect of the recitals contained herein, all of which are made solely by the
Issuer.  Section 6.               Governing
Law.  THIS THIRD
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.  EACH OF THE PARTIES HERETO AGREES
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE.  Section 7.               Successors.  All covenants and agreements in this Third
Supplemental Indenture by the Issuer or the Trustee shall bind their respective
successors and assigns, whether so expressed or not.  Section 8.               Severability.  In case any provisions in this Third
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.  4


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and attested, all as of the date first above written.  BUILDING
  MATERIALSCORPORATION
  OF AMERICABy:
  /s/
  John MaitnerName:
  John MaitnerTitle:
  Vice President and TreasurerBUILDING
  MATERIALSMANUFACTURING CORPORATIONBCMA
  INSULATION PRODUCTS INC.DUCTWORK
  MANUFACTURINGCORPORATIONGAF
  MATERIALS CORPORATION(CANADA)GAF
  PREMIUM PRODUCTS INC.GAF
  REAL PROPERTIES, INC.GAFTECH
  CORPORATIONLL
  BUILDING PRODUCTS INC.PEQUANNOCK
  VALLEY CLAIMSERVICE
  COMPANY, INC.SOUTH
  PONCA REALTY CORP.WIND
  GAP REAL PROPERTYACQUISITION
  CORP.By:
  /s/
  John MaitnerName:
  John MaitnerTitle:
  Vice President and Treasurer


BMCA
  GAINESVILLE LLCHBP
  ACQUISITION LLCBy:
  /s/
  John MaitnerName:
  John MaitnerTitle:
  Vice President and Treasurer


THE
  BANK OF NEW YORK, as TrusteeBy:
  /s/
  Franca FerraraName: Franca M. FerreraTitle: Assistant Vice President