GENERAL INTERCREDITOR AGREEMENTGeneral Intercreditor Agreement • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
GENERAL INTERCREDITOR AGREEMENT dated as of February 22, 2007, among DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), in its capacity as collateral agent for the First Lien Obligations (as defined below), including its successors and assigns in such capacity from time to time, and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH (“Deutsche Bank Cayman”), in its capacity as collateral agent for the Junior Lien Obligations (as defined below), including its successors and assigns in such capacity from time to time. Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
SECURITY AGREEMENTSecurity Agreement • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
SECURITY AGREEMENT dated February 22, 2007 made by BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (the “Company”), and the other Persons listed on the signature pages hereof (the Company and the Persons so listed being, collectively, the “Grantors”), to DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as collateral agent for the Secured Parties (as hereinafter defined) and DBTCA in such capacity, and together with any successor collateral agent appointed pursuant to the Collateral Agency Agreement (as hereinafter defined), the “Collateral Agent”).
SECURITY AGREEMENTSecurity Agreement • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
SECURITY AGREEMENT dated February 22, 2007 made by BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (the “Company”), and the other Persons listed on the signature pages hereof (the Company and the Persons so listed being, collectively, the “Grantors”) to DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Collateral Monitoring Agent (as defined in the Credit Agreement referred to below) and DBNY in such capacity together with any successor collateral monitoring agent appointed pursuant to Article VII of the Credit Agreement (the “Collateral Agent”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of December 29, 2006 between BMCA Acquisition Inc. and BMCA Acquisition Sub Inc., each a Delaware corporation, and BMCA Gainesville LLC, a Delaware limited liability company (collectively, the “New Guarantors”), Building Materials Corporation of America, a Delaware corporation (the “Company”), the existing Guarantors signatory hereto (the “Existing Guarantors”) and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
ADDITIONAL PARTY ADDENDUMAdditional Party Addendum • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials
Reference is made to the Revolver Intercreditor Agreement dated as of February 22, 2007 (the “Intercreditor Agreement”) between Deutsche Bank AG New York Branch (“DBNY”), as First Lien Collateral Agent, Deutsche Bank Trust Company Americas, as Second Lien Collateral Agent and Deutsche Bank AG Cayman Islands Branch, as Third Lien Collateral Agent (the “Existing Third Lien Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of March 26, 2007 between the companies listed on Schedule A hereto (collectively, the “New Guarantors”), Building Materials Corporation of America, a Delaware corporation (the “Company”), the existing Guarantors signatory hereto (the “Existing Guarantors”) and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 29, 2005 between HBP Acquisition LLC, a Delaware limited liability company (the “New Guarantor”), the Company, the Existing Guarantors and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
Deutsche Bank AG New York Branch, as the Collateral Agent for the Secured Parties referred to in the Credit Agreement referred to below
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of December 29, 2006 between BMCA Newco Inc., a Delaware corporation (the “New Guarantor”), Building Materials Corporation of America, a Delaware corporation (the “Company”), the existing Guarantors signatory hereto (the “Existing Guarantors”) and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
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”).
REVOLVER INTERCREDITOR AGREEMENTRevolver Intercreditor Agreement • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
THIS REVOLVER INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of February 22, 2007 among DEUTSCHE BANK AG NEW YORK BRANCH (“Deutsche Bank New York”), in its capacity as First Lien Collateral Agent (as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), in its capacity as Second Lien Collateral Agent (as defined below), and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH (“Deutsche Bank Cayman”), in its capacity as Third Lien Collateral Agent (as defined below). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
ADDITIONAL PARTY ADDENDUMAdditional Party Addendum • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials
Reference is made to the General Intercreditor Agreement dated as of February 22, 2007 (the “Intercreditor Agreement”) between Deutsche Bank Trust Company Americas and Deutsche Bank AG Cayman Islands Branch, as Junior Lien Collateral Agent (the “Existing Junior Lien Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of February 21, 2007 between Building Materials Corporation of America, a Delaware corporation (the “Company”), the Guarantors signatory hereto (the “Guarantors”), and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of February 22, 2007 between BMCA Fresno LLC and BMCA Fresno II LLC, each a Delaware limited liability company (collectively, the “New Guarantors”), Building Materials Corporation of America, a Delaware corporation (the “Company”), the existing Guarantors signatory hereto (the “Existing Guarantors”) and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
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”).
