EXECUTION COPY FIFTH AMENDMENT TO THE CREDIT AGREEMENT Dated as of April 7, 2006 FIFTH AMENDMENT TO THE CREDIT AGREEMENT (this "AMENDMENT") among BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (the "BORROWER"), each guarantor party...Credit Agreement • May 12th, 2006 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
AmongCredit Agreement • August 13th, 2003 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
EXHIBIT 10.1 ------------ AMENDMENT No. 9, dated as of January 1, 2007, to AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of January 1, 1999, as amended by Amendment No. 1, dated as of January 1, 2000, Amendment No. 2, dated as of January 1,...Management Agreement • February 25th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials
Exhibit 10.3 AMENDMENT NO. 1 TO THE TERM LOAN AGREEMENTTerm Loan Agreement • March 21st, 2007 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
EXHIBIT 10.1 ------------ EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made as of August 9, 2007, by and between GAF Materials Corporation (the "Company") and Richard A. Nowak (the "Employee"). W I T N E S S E T H: WHEREAS, Employee...Employment Agreement • August 15th, 2007 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New Jersey
AmongBuilding Materials Manufacturing Corp • March 21st, 2007 • Asphalt paving & roofing materials • New York
Exhibit 10.2 AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 21st, 2007 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
WITNESSETHEmployment Security Agreement • March 26th, 2002 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New Jersey
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”).
REVOLVING CREDIT AGREEMENT Dated as of February 22, 2007 Among BUILDING MATERIALS CORPORATION OF AMERICA, BMCA ACQUISITION INC., and BMCA ACQUISITION SUB INC.,Revolving Credit Agreement • February 28th, 2007 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
CREDIT AGREEMENT (this “Agreement”) dated as of February 22, 2007 among BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (the “BMCA”), BMCA ACQUISITION INC., a Delaware corporation (“BMCA Acquisition”) and BMCA ACQUISITION SUB INC., a Delaware corporation (“BMCA Acquisition Sub” and together with BMCA and BMCA Acquisition, collectively, the “Borrowers” and each a “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as Initial Lenders (the “Initial Lenders”), the financial institution listed on the signature pages hereof as the Initial Issuing Bank (the “Initial Issuing Bank”) and the financial institution listed on the signature pages hereof as the Initial Swing Line Bank (the “Initial Swing Line Bank” and, together with the Initial Lenders and the Initial Issuing Bank, the “Initial Lender Parties”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as agent for the Secured Parties (as hereinafter defined) (in suc
TERM LOAN AGREEMENT Dated as of February 22, 2007 Among BUILDING MATERIALS CORPORATION OF AMERICA, BMCA ACQUISITION INC., and BMCA ACQUISITION SUB INC.Term Loan Agreement • February 28th, 2007 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
TERM LOAN AGREEMENT (this “Agreement”) dated as of February 22, 2007 among BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (“BMCA”), BMCA ACQUISITION INC., a Delaware corporation (“BMCA Acquisition”) and BMCA ACQUISITION SUB INC., a Delaware corporation (“BMCA Acquisition Sub” and together with BMCA and BMCA Acquisition, collectively, the “Borrowers” and each a “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as Initial Lenders (the “Initial Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent”), DEUTSCHE BANK SECURITIES INC., BEAR STEARNS & CO. INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers (in such capacities, collectively, the “Joint Lead Arrangers”) and joint book managers, BEAR STEARNS & CO. INC., as syndication agent (the “Syndication Agen
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.
BRIDGE LOAN AGREEMENT Dated as of February 22, 2007 Among BUILDING MATERIALS CORPORATION OF AMERICA, BMCA ACQUISITION INC. and BMCA ACQUISITION SUB INC. as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and DEUTSCHE BANK AG CAYMAN...Bridge Loan Agreement • February 28th, 2007 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
BRIDGE LOAN AGREEMENT (this “Agreement”) dated as of February 22, 2007 among BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (“BMCA”), BMCA ACQUISITION INC., a Delaware corporation (“BMCA Acquisition”) and BMCA ACQUISITION SUB INC., a Delaware corporation (“BMCA Acquisition Sub” and together with BMCA and BMCA Acquisition, collectively, the “Borrowers” and each a “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as Initial Lenders (the “Initial Lenders”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) and as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH and BEAR STEARNS CORPORATE LENDING INC., as joint lead arrangers (in such
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.
AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 18th, 2009 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
This AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of September 11, 2009, among Building Materials Corporation of America, BMCA Acquisition Inc. and ELKCORP (the “Borrowers”) and Deutsche Bank AG New York Branch, as administrative agent for the Lenders (the “Administrative Agent”) amends that certain Revolving Credit Agreement dated as of February 22, 2007 (as amended, modified or supplemented from time to time, the “Credit Agreement”), among the Borrowers, the Administrative Agent, the Lenders and the other parties thereto. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
SIXTH SUPPLEMENTAL INDENTURESixth Supplemental 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”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2009 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials
This AMENDMENT ("Amendment") is made as of May 18, 2009, by and between GAF Materials Corporation (the "Company") and Richard A. Nowak (the "Employee").
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”).
WITNESSETHEmployment Security Agreement • March 26th, 2002 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New Jersey
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement Supplement • 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”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 28th, 2008 • Building Materials Manufacturing Corp • Asphalt paving & roofing materials • New York
AMENDED AND RESTATED SECURITY AGREEMENT dated March 15, 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 agent for the Secured Parties (as hereinafter defined) and in such capacity, and together with any successor collateral agent appointed pursuant to Article VII of the Loan Agreement as hereinafter defined, the “Collateral Agent”.
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”).
