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TABLE OF CONTENTS
EURAMAX HOLDINGS, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on August 30, 2011

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EURAMAX INTERNATIONAL, INC.
and the Guarantor Registrants Listed in the Table Below
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3444
(Primary Standard Industrial
Classification Code Number) 04-3818543
(I.R.S. Employer
Identification Number)

5445 Triangle Parkway, Suite 350
Norcross, GA 30092
(770) 449-7066
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

R. Scott Vansant
Vice President, Secretary and Chief Financial Officer
5445 Triangle Parkway, Suite 350
Norcross, GA 30092
(770) 449-7066
(Name, address, including zip code,
and telephone number, including area code, of agent for service)

Copies of all communications to:

Michael A. Levitt, Esq.
Fried, Frank, Harris, Shriver &
Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

Approximate date of commencement of proposed exchange offer:
As soon as practicable after the effective date of this registration statement.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

          Exchange Act Rule 14d01(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per Note	Proposed maximum aggregate offering price	Amount of registration fee
91/2% Senior Secured Notes due 2016	$375,000,000	100%	$375,000,000(1)	$43,537.50
Guarantees of 91/2% Senior Secured Notes due 2016	$375,000,000	—	—	(2)

(1)

Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act").

(2)

Pursuant to Rule 457(n) of the Securities Act, no separate filing fee is required for the guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor as Specified in its Charter(1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Amerimax Building Products, Inc.	Delaware		3444		75-2670496
Amerimax Fabricated Products, Inc.	Delaware		3444		58-2260346
Amerimax Finance Company, Inc.	Delaware		6719		52-2237169
Amerimax Home Products, Inc.	Delaware		3444		23-2860729
Amerimax Richmond Company	Indiana		6719		35-1995557
Amerimax UK, Inc.	Delaware		6719		52-1994016
AMP Commercial, Inc.	Delaware		6719		20-2208994
Berger Building Products, Inc.	Pennsylvania		3444		23-0403055
Berger Holdings, Ltd.	Pennsylvania		3444		23-2160077
Euramax Holdings, Inc.	Delaware		3444		58-2502320
Fabral Holdings, Inc.	Delaware		6719		34-1787702
Fabral, Inc.	Delaware		3444		58-1374624

(1)

The address for each of the additional registrant guarantors is c/o Euramax International, Inc., 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092.

The information in this prospectus is not complete and may be changed. We may not sell these securities or consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or exchange these securities and it is not soliciting an offer to acquire or exchange these securities in any jurisdiction where the offer, sale or exchange is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 30, 2011

Prospectus

Euramax International, Inc.

Exchange Offer for

$375,000,000 9¹/2% Senior Secured Notes due 2016

The Exchange Offer:

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We are offering to exchange up to $375,000,000 of our new 9¹/2% Senior Secured Notes due 2016, which we refer to as the exchange notes, for up to $375,000,000 of our outstanding 9¹/2% Senior Secured Notes due 2016, which we refer to as the outstanding notes.

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The exchange offer will expire at 5:00 p.m., New York City time on                        , 2011, unless we extend it. We do not currently intend to extend the expiration date.

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You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.

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We will not receive any cash proceeds from the exchange offer.

The Exchange Notes:

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We are offering exchange notes to satisfy certain obligations under the registration rights agreement entered into in connection with the private offering of the outstanding notes.

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The exchange notes will represent the same debt as the outstanding notes and we will issue the exchange notes under the same indenture as the outstanding notes.

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The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws, are not subject to transfer restrictions and are not entitled to certain registration rights relating to the outstanding notes.

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There is no existing public market for the outstanding notes or the exchange notes.

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We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.

Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must acknowledge that they will deliver this prospectus in any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for outstanding notes that were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

You should consider carefully the "Risk Factors" beginning on page 19 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2011.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	52
RATIO OF EARNINGS TO FIXED CHARGES	54
USE OF PROCEEDS	55
CAPITALIZATION	56
SELECTED CONSOLIDATED FINANCIAL DATA	57
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	59
BUSINESS	88
MANAGEMENT	108
EXECUTIVE COMPENSATION	111
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	126
PRINCIPAL STOCKHOLDERS	129
THE EXCHANGE OFFER	130
DESCRIPTION OF EXCHANGE NOTES	140
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS	233
BOOK ENTRY; DELIVERY AND FORM	240
PLAN OF DISTRIBUTION	243
LEGAL MATTERS	244
EXPERTS	244
WHERE YOU CAN FIND MORE INFORMATION	244
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus and any applicable prospectus supplement or amendment. We have not authorized any person to provide you with any additional or different information. This prospectus is not an offer to sell, nor is it an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover of this prospectus, but our business, prospects, financial condition or results of operations may have changed since that date.

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BASIS OF PRESENTATION

        The terms "Euramax," "Company," "we," "our" and "us" refer to Euramax International, Inc. and all of its consolidated subsidiaries, except as the context otherwise requires. We provide the consolidated financial statements of Euramax Holdings, Inc., our parent company, in this prospectus. Euramax Holdings is a guarantor of the outstanding notes and will be a guarantor of the exchange notes, has no material assets other than the stock of its subsidiaries, and conducts all of its operations through Euramax International, Inc., the issuer of the exchange notes, and its subsidiaries. The term "you" generally refers to a prospective purchaser of the exchange notes.

        References to "euros," "Euros" or "€" are to the lawful currency of the European Monetary Union and references to "U.S. dollars," "dollars" or "$" are to the lawful currency of the United States.

INDUSTRY, RANKING AND MARKET DATA

        Market and industry data included in this prospectus, including all market share and market size data and our position and the positions of our competitors within these markets, are based on estimates derived from our management's knowledge and experience in the markets in which we operate, as well as information obtained from internal research and surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Data regarding market position and market share within our industry is intended to provide general guidance but is inherently imprecise. Market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, customer preferences can and do change. Also, the discussion herein regarding our various markets is based on our views regarding the end markets for our products, which products may be either part of larger overall markets or markets that include other types of products.

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PROSPECTUS SUMMARY

This summary highlights significant aspects of our business and this offering. This summary is not complete and does not contain all of the information you should consider before making your investment decision. You should carefully read this entire prospectus, including the risks described under the heading "Risk Factors" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements as a result of certain factors, including those set forth in the sections entitled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements."

Our Business

        We are a leading international producer of metal and vinyl products sold to the residential repair and remodel, non-residential construction and recreational vehicle (RV) markets primarily in North America and Europe. We are a leader in several niche product categories, including preformed roof-drainage products sold in the U.S., metal roofing and siding for wood frame construction in the U.S., and aluminum siding for towable RVs in the U.S. and Europe. Sales to the building products and RV markets accounted for approximately 73% and 15% of our 2010 net sales, respectively.

        Our customers are located predominantly throughout North America and Europe and include distributors, contractors and home improvement retailers, as well as RV, transportation and other original equipment manufacturers, or OEMs. We have extensive in-house manufacturing and distribution capabilities for our more than 10,000 unique products and operate through a network consisting of 41 facilities, including 33 located in the U.S., two in Canada and six in Europe. We have over 50 years of experience manufacturing building products and RV exterior components, including our time as a division of our former parent, Alumax Inc., or Alumax, a fully integrated aluminum producer acquired by Alcoa Inc. in 1998. We have operated as an independent company since 1996 when our division was acquired in a management-led buyout.

        The following charts show our net sales by end market, business segment and geography during the year ended December 31, 2010:

Net Sales by End Market	Net Sales by Business Segment	Net Sales by Geography

Our Business Segments

        We manage our business and serve our customers through five reportable segments differentiated by market, product type and geography. Our structure and business model trace their roots to our history as a downstream producer of aluminum products and have evolved in response to customer

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demand for products made from materials other than aluminum and in pursuit of growth opportunities in different end markets and geographies. Today we offer a full complement of products responsive to the demands of the markets we serve and produced from various materials, including aluminum, steel, copper, vinyl and fiberglass.

        Our five reportable segments are described below:

U.S. Residential Building Products

        Our U.S. Residential Building Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. We sell these products to home improvement retailers, lumber yards, distributors and contractors from nine manufacturing and distribution facilities located in North America.

        This segment accounted for $244.5 million, or 28%, of our net sales in 2010. In 2010 we were the leading manufacturer of preformed metal gutters sold in North America by unit volumes. Further, we believe that we are the only North American supplier that produces preformed roof drainage systems from each of the four most common gutter materials: aluminum, steel, copper and vinyl. Demand for products we sell through this segment generally increases in periods following significant weather events including hurricanes, severe winter weather, and excessive rain.

U.S. Non-Residential Building Products

        Our U.S. Non-Residential Building Products segment utilizes light gauge steel and aluminum coil to produce exterior building components, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories. We sell these products to builders, contractors, lumber yards and home improvement retailers from 11 manufacturing and distribution facilities located in the U.S. These products are predominantly used in the construction of a wide variety of small scale non-residential, agricultural and industrial building types on either wood or metal frames.

        This segment accounted for $203.4 million, or 23%, of our net sales in 2010. We believe that we are the second largest supplier of steel roofing and siding utilized for wood frame construction in the U.S. by revenues and believe that we have the largest market share of steel roofing and siding supplied to the Northeastern U.S. wood frame market by sales volume.

U.S. RV and Specialty Building Products

        Our U.S. RV and Specialty Building Products segment utilizes various materials, including aluminum coil, steel coil and fiberglass to create exterior components for the towable RV, cargo and manufactured housing markets. These products include sidewall components, siding, doors and trim. We also produce specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the Western U.S. Our vinyl windows and patio and awning products are high-end replacement and remodel products that carry strong brand recognition in the regional markets where they are sold. This segment operates from 13 manufacturing and distribution facilities located in the U.S.

        This segment accounted for $146.1 million, or 16%, of our net sales in 2010. We estimate that we sold at least 50% of the aluminum sidewalls and 26% of the doors used in the production of towable RVs in the United States in 2010. In addition, we believe that we are the only supplier of aluminum sidewalls in the U.S. with in-house coil coating capabilities. After declining in 2008 and 2009, the towable RV market grew 42% in 2010 according to the Recreation Vehicle Industry Association, or RVIA.

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European Roll Coated Aluminum

        Our European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which we also process into specialty coated sheets and panels. We sell these products to building panel manufacturers, contractors and UK "holiday home," RV and transportation OEMs that sell to customers throughout Europe and in parts of Asia. Our customers use our specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. We produce and distribute these roll coated products from one facility in the Netherlands and one facility in the UK.

        This segment accounted for $210.5 million, or 24%, of our net sales in 2010. We estimate that we sold at least 85% of the aluminum sidewall material used in the production of RVs in Europe in 2010.

European Engineered Products

        Our European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory-built "holiday home" builders in the UK. We also produce windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in Western Europe and RV doors. We produce and distribute these engineered products from two facilities in France and two facilities in the UK and have developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

        This segment accounted for $79.2 million, or 9%, of our net sales in 2010. We believe that we are the largest supplier of residential vinyl windows to the UK home improvement and holiday home markets by revenues.

Our End Markets

        Through our five business segments we serve two primary end markets—Building Products and Recreational Vehicle Products. We believe our geographic network, broad product portfolio and customization capabilities allow us to effectively meet the diverse requirements of our customers within our end markets. These primary end markets are discussed below:

Building Products

        Our net sales to the Residential Building Products end market in 2010 were $331.2 million, or 38% of our net sales, of which approximately 88% were from North America and approximately 12% were from Europe. We supply roof drainage components, vinyl windows, patio components, roofing and siding panels and other related products to the Residential Building Products market. Our roof drainage products are typically used for repair, remodel or replacement projects which are driven by wear and tear and weather damage. Roof drainage repair projects are often low cost and non-discretionary in nature. We believe that over 95% of our sales to this end market are derived from repair and remodel activity, with demand typically driven by turnover and aging of housing stock, consumer sentiment, availability of home equity and consumer financing and, in the case of our vinyl window products, consumer interest in energy efficiency.

        Our net sales to the Non-Residential Building Products end market in 2010 were $312.7 million, or 35% of our net sales, of which approximately 65% were from the U.S. and Canada and approximately 35% were from Europe. Our non-residential building products are typically used in new construction and include, in the U.S., light gauge steel and aluminum roofing and siding panels, trim and hardware and, in Europe, the Middle East and Asia, roll coated aluminum coil and sheet. In the U.S. and Canada, our products are used in a variety of building applications including barns, smaller commercial

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buildings, storage sheds, schools, churches, shopping centers, parking garages, pavilions, boat docks and carports. Demand for these products varies according to end use and project scale, with smaller projects driven by consumer confidence and the availability of consumer credit and farm or rural applications driven by the strength of agricultural markets. Outside the U.S. and Canada, our specialty coated aluminum coil is used by customers who produce interior and exterior panels for roofs, ceilings, and siding used in larger commercial construction projects. Demand for these products is generally tied to commercial construction activity throughout Europe, the Middle East and Asia.

Recreational Vehicle Products

        Our net sales to the Recreational Vehicle Products end market in 2010 were $135.5 million, or 15% of our net sales, of which approximately 42% were from the U.S. and approximately 58% were from Europe. We supply aluminum siding, doors and accessories for RVs in both the U.S. and Europe. This end market is comprised of two distinct RV products: motorhomes and towables. Motorhomes are generally larger, motorized vehicles and towables are lower-cost units towed by automobiles or light trucks. The majority of our sales to this end market are within the towable segment, which comprises the majority of global RV industry unit shipments, and includes sales to substantially all major towable RV OEMs in both the U.S. and Europe. We believe we are the number one supplier of aluminum siding for towable RVs in the combined U.S. and European markets by unit volumes.

Other Products

        Our net sales of Other Products in 2010 were $104.3 million, or 12% of our net sales, of which approximately 40% were from the U.S. and Canada and approximately 60% were from Europe. In addition to serving our two primary end markets, we have taken advantage of our available manufacturing capacity and leveraged our materials expertise to develop and sell new products into other markets. These include various metal-based products, such as micro-car frames, heavy equipment operator compartments, utility trailer sidewalls, automobile sunroofs and windows for buses and trains.

Our Competitive Strengths

        The following competitive strengths have contributed to our success and are critical to maintaining the market positions that we enjoy and to achieving our plans for future growth:

        Well positioned leader in rebounding end markets.    We maintain leading market positions in a number of niche markets which we believe are likely to rebound following a severe cyclical downturn. These positions include:

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#1 position by unit volumes in preformed residential gutters sold in the United States.

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#1 position by revenues in metal roofing and siding for wood frame construction in the Northeast United States.

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#1 position by unit volumes in aluminum siding for towable RV exteriors in the United States.

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#1 position by unit volumes in aluminum siding and roofing for towable RVs in Europe.

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#1 position by unit volumes in steel exterior panels for manufactured housing in the United States.

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#1 position by revenues in vinyl windows and doors for the UK holiday home and home center markets.

        Our total net sales derived from these #1 positions were $335.8 million in 2010, or 38% of our total net sales. We believe our leading market positions position us to grow sales and improve our

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profitability amid a period of anticipated recovery in the residential repair and remodel, non-residential construction and RV markets.

        Fabrication capabilities specifically tailored for niche markets.    Our manufacturing capabilities are critical to maintaining our strong position in several niche markets for our products. We are able to procure bare metal and paint it to our customers' specifications. These integrated metal coil coating capabilities provide us with a competitive advantage in the home improvement retail and RV industries as an integrated low-cost supplier of metal products with the ability to meet the demanding delivery requirements of customers in these industries. We believe we are also the only supplier who manufactures roof drainage components from each of the four most common gutter materials: aluminum, steel, copper and vinyl. In Europe, our 103" wide aluminum coating line in the Netherlands is one of only two such lines in the world that coat metal in excess of 100" wide.

        Strong, established customer relationships.    We have maintained long-standing relationships with our major customers across our end markets and, to many, we are a critical supplier. Our top ten accounts include customers from each of our five business segments, have been customers of ours for more than 15 years on average, and include The Home Depot® and Lowe's®, the two largest home improvement retailers in the United States, each of whom have been our customer for over 25 years. In addition, since 2005, the year-over-year retention rate of our top 100 customers has averaged over 97%. The depth and longevity of our customer relationships provide a foundation for recurring revenues and an outlet for the introduction of new products.

        More efficient, lower cost business.    Since the third quarter of 2008 we have worked to operate a more efficient, lower cost business. Recent improvements reflect the results of our ongoing initiatives to centralize certain management controls, rationalize our operating structure and implement best practices to improve our manufacturing culture. Specific initiatives include:

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Facility rationalization.  Between January 2008 and July 2011, we closed 30 facilities representing approximately 27% of our square footage devoted to manufacturing and distribution. These closures eliminated redundant and less profitable or unprofitable facilities while reducing supervisory and administrative personnel. In closing these facilities, we endeavored to and believe we did retain a significant portion of the profitable business previously served by these closed facilities. We believe we have enhanced the overall productivity potential of our facilities and will be able to support the peak volumes that existed prior to these closures.

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Centralized lean manufacturing deployment.  Beginning in June 2008, we centralized the implementation and execution of our lean manufacturing initiatives and related integrated sales and operational planning. As a result, we have achieved significant reductions in inventory, improved our efficiency and strengthened customer service at many of our facilities. We expect to continue to benefit from greater efficiencies incrementally as we implement these best practices across our global platform.

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Information technology deployment.  We have deployed a market leading enterprise resource planning, or ERP, system in our U.S. Non-Residential Building Products segment, our U.S. Residential Building Products segment and our corporate offices. We expect to deploy this system in our remaining U.S. segment within the next two years. Our new ERP system enables us to better support our manufacturing and selling processes by providing critical information related to product cost, supply chain status and customer profitability.

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Improved freight and logistics productivity.  We have undertaken a significant number of initiatives to improve our freight and logistics productivity and reduce our shipping costs, including outsourcing routes, implementing load optimization software, changing our driver compensation structure and adding on-board GPS systems to track productivity and manage mileage-based compensation within our captive shipping fleet.

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Non-metal procurement cost management.  Under our procurement cost reduction initiatives, in 2010 we reduced our non-metal procurement costs by more than $3.8 million.

        As a result of these and other initiatives, we have a more favorable cost structure than we did prior to 2008. For example, we estimate that we increased our net sales per employee by 7.3% for the year ended December 31, 2010 compared to the year ended December 28, 2007. We also estimate that we reduced our selling and general expenses (excluding depreciation) as a percentage of sales volume by 2% in the year ended December 31, 2010 as compared to the year ended December 28, 2007. These improvements were achieved despite a 23% reduction in net sales volume during the same period. We believe that these improvements have made us more competitive and have positioned us to improve our operating margins when key end markets recover.

        Significant diversification across products, materials, customers, end markets and geography.    We produce and deliver over 10,000 unique products, utilizing aluminum, steel, copper, vinyl and fiberglass, through a multi-channel distribution network that serves customers across multiple end markets and geographies. Our customer base is highly diverse, with our top ten customers accounting for less than 31% and no single customer accounting for more than 12% of our total 2010 net sales. Further, our top ten customers include customers from each of our five segments. Our sales are also diversified geographically, with 67% of our 2010 net sales originating in the U.S. and Canada, and the remainder originating in the UK, the Netherlands and France. This diversity has helped to offset the cyclicality that is experienced in some of the markets we serve, while allowing us to address profitable growth opportunities as they arise in different product lines, end markets and geographies.

        Committed and experienced management team.    We have an experienced management team led by our chief executive officer Mitchell B. Lewis and chief financial officer R. Scott Vansant. Messrs. Lewis and Vansant each have approximately 20 years of industry experience with us and our predecessor and have effectively led us through various industry cycles, economic conditions and capital and ownership structures.

Our Business Strategy

        Our strategy is to leverage the strengths and experience that have provided us leading market positions to grow our business beyond our current product offerings and the customers and geographic markets we currently serve. In addition, we will endeavor to improve our capabilities and profitability through process improvement initiatives and further cost reductions.

        Capture growth related to anticipated market recovery.    We intend to capitalize on the anticipated recovery in the residential repair and remodel, non-residential construction and RV markets. We believe that our leading market positions, well-established customer relationships, broad product portfolio, national distribution capabilities and low cost manufacturing platform provide us with a competitive advantage over other suppliers.

        Continue to focus on operational leverage.    We believe that we have created significant operating leverage within our current manufacturing platform that will provide substantially greater earnings potential in a rising volume environment. We intend to continue to improve our cost structure through incremental lean manufacturing deployment, improved supply chain management, reduced freight and procurement costs, incremental facility rationalization, and implementation of best practices throughout our organization. We also intend to continue to integrate new information technologies across our business, which we expect will further enhance our management capabilities, improve our data quality and enable further integration of our businesses.

        Drive growth through business development initiatives.    We have instituted a series of business development initiatives that we believe will position us to achieve profitable organic growth. As part of our planning process, we task each segment to broaden its geographic presence and product offering.

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Our efficient and adaptable manufacturing and distribution platform, as well as our existing channel partners and industry relationships, have well positioned us to develop and profitably commercialize new products as well as modify existing products to respond to new and expanding markets, particularly when our markets continue to recover. As part of our efforts, we have instituted an incentive compensation structure that specifically rewards business development efforts among key managers.

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Expand into new geographic markets.  Our efficient and adaptable manufacturing and distribution platform, as well as our established channel partners and industry relationships, have well positioned us to identify and selectively act on growth opportunities in new geographic markets. The versatility of our product line allows us to modify already successful products for use in other geographic areas both in the United States and abroad. For example, we plan to grow our sales of roof drainage products in Canada and to the distributor channels outside the Northeastern U.S. Internationally, we have increased our sales representation in emerging markets where our manufacturing and distribution expertise can be leveraged profitably.

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Increase sales to new customers.  We plan to continue identifying and developing new market opportunities for our products. Opportunities include selling to government entities (including the military) or to government contractors, and increasing penetration of all building materials sales channels with our full product line.

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Develop innovative new products.  We plan to continue engaging in research and development of new products and leveraging our existing customer relationships to distribute these products. Examples include our successful introduction of a new solid gutter cover in the United States as well as roll coated aluminum coil offerings with unique graphics capabilities for architectural applications.

        Maintain focus on free cash flow generation and deleveraging.    Since 2008, centralization of many procurement functions and implementation of operational planning processes have enhanced our capabilities for managing working capital. In addition, while capital expenditures have historically averaged approximately 1% of net sales, reductions in the number of facilities we operate has further reduced capital spending necessary to maintain equipment and productive capacity while also reducing operating costs. We expect to continue to develop our capabilities for working capital management and to maintain low levels of maintenance capital expenditures. Our focus on these initiatives reflects our intention of generating free cash flow available for debt reduction and deleveraging.

Risks Relating to Our Business

        We face certain risks that could materially affect our business, financial condition, results of operations and prospects. You should carefully consider the risks and uncertainties summarized below, the risks described under "Risk Factors," the other information contained in this prospectus and our consolidated financial statements and the related notes. Some of the more significant challenges and risks we face include the following:

•

our susceptibility to cyclical fluctuations in the end markets we serve, declines in U.S., European and global general economic conditions and the stability of our end markets;

•

our ability to maintain positive relations with our key customers and the risk to our business if we lose business from or terminate relationships with our major customers;

•

the cost and availability of raw materials used in our products, particularly aluminum and steel, and our ability to pass through increases in these costs to our customers;

•

our reliance on unique fabrication techniques and risks associated with manufacturing processes;

•

our dependence on information technology in our operations, including our new ERP system;

7

•

the highly competitive nature of our business;

•

risks arising from the international scope of our business;

•

our substantial indebtedness; and

•

restrictions contained in our debt agreements which may limit our flexibility in operating our business.

Corporate Information

        Euramax International, Inc. is a corporation formed under the laws of the State of Delaware. Our headquarters and principal executive offices are located at 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092 and our telephone number is (770) 449-7066. Our website address is www.euramax.com. Our website and the information contained therein or connected thereto is not incorporated into this prospectus or the registration statement of which this prospectus forms a part, and you should not rely on any such information in making your decision whether to purchase the exchange notes.

        The Euramax logo, "Flex-A-Spout^TM" and other trademarks or service marks of Euramax appearing in this prospectus are the property of Euramax. This prospectus contains additional trade names, trademarks and service marks of other companies, which are the property of their respective owners.

        We operate on a 52 or 53 week fiscal year ending on the last Friday in December. Our fiscal years consisted of 53 weeks for the year ended December 31, 2010 and 52 weeks for the years ended December 25, 2009 and December 26, 2008. Fiscal years are referred to in this prospectus according to the closest calendar year. For example, 2009 refers to the fiscal year ended December 25, 2009 and 2010 refers to the fiscal year ended December 31, 2010. Additionally, our interim reporting is based on a 13 week quarterly closing calendar with a fiscal year-end on the last Friday in the month of December. For example, the six month period ended July 1, 2011 includes 26 weeks compared to 27 weeks for the six month period ended July 2, 2010.

8

ORGANIZATIONAL STRUCTURE

        The following chart illustrates our organizational structure:

(1)

The collateral securing the outstanding notes (and which will secure the exchange notes) includes the assets of these entities and pledges of the capital stock of these entities.

(2)

The collateral securing the outstanding notes (and which will secure the exchange notes) includes pledges of 65% of the voting capital stock and 100% of any non-voting capital stock of these entities.

9

The Exchange Offer

The following summary contains basic information about the exchange offer and the exchange notes. It does not contain all the information that is important to you. For a more complete understanding of the exchange notes, please refer to the sections of this prospectus entitled "The Exchange Offer" and "Description of Exchange Notes."

        On March 18, 2011, we issued $375.0 million in aggregate principal amount of our 9¹/2% senior notes due 2016, which we refer to as the outstanding notes, in a private offering to a group of initial purchasers in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. We entered into a registration rights agreement with the initial purchasers in the private offering in which we agreed, among other things, to file the registration statement of which this prospectus forms a part and to complete an exchange offer for the outstanding notes. The following is a summary of the exchange offer.

Exchange Notes	$375.0 million aggregate principal amount of 91/2% senior notes due 2016, which we refer to as the "exchange notes." We refer to the exchange notes and the outstanding notes collectively as the "notes."
	The terms of the exchange notes are substantially identical to the terms of the outstanding notes, except that the transfer restrictions, registration rights and provisions for additional interest relating to the outstanding notes do not apply to the exchange notes.
The Exchange Offer	We are offering exchange notes in exchange for a like principal amount of our outstanding notes. You may tender your outstanding notes for exchange notes by following the procedures described under the heading "The Exchange Offer."
Expiration Date; Withdrawal	The exchange offer will expire at 5:00 p.m., New York City time, on                                        , 2011, unless we extend it. You may withdraw any outstanding notes that you tender for exchange at any time prior to the expiration of this exchange offer. See "The Exchange Offer—Terms of the Exchange Offer" for a more complete description of the tender and withdrawal period.
Conditions to the Exchange Offer	The exchange offer is not subject to any conditions, other than that (i) the exchange offer does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company to proceed with the exchange offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company, and (iii) all governmental approvals which the Company deems necessary for the consummation of the exchange offer shall have been obtained.

10

	The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered in the exchange.
Procedures for Tendering Outstanding Notes	To participate in this exchange offer, you must properly complete and duly execute a letter of transmittal, which accompanies this prospectus, and transmit it, along with all other documents required by such letter of transmittal, to the exchange agent on or before the expiration date at the address provided on the cover page of the letter of transmittal.
	In the alternative, you can tender your outstanding notes by book-entry delivery following the procedures described in this prospectus, whereby you will agree to be bound by the letter of transmittal and we may enforce the letter of transmittal against you.
	If a holder of outstanding notes desires to tender such notes and the holder's outstanding notes are not immediately available, or time will not permit the holder's outstanding notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected pursuant to the guaranteed delivery procedures described in this prospectus. See "The Exchange Offer—How to Tender Outstanding Notes for Exchange."
Certain United States Federal Tax Considerations	Your exchange of outstanding notes for exchange notes to be issued in the exchange offer will not result in any gain or loss to you for U.S. federal income tax purposes. See "Certain United States Federal Tax Considerations" for a summary of U.S. federal income and estate tax consequences associated with the exchange of outstanding notes for the exchange notes and the purchase, ownership and disposition of those exchange notes.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Consequences of Failure to Exchange Your Outstanding Notes	Outstanding notes not exchanged in the exchange offer will continue to be subject to the restrictions on transfer that are described in the legend on the outstanding notes. In general, you may offer or sell your outstanding notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not currently intend to register the outstanding notes under the Securities Act. If your outstanding notes are not tendered and accepted in the exchange offer, it may become more difficult for you to sell or transfer your outstanding notes.

11

Resales of the Exchange Notes	Based on interpretations of the staff of the SEC, we believe that you may offer for sale, resell or otherwise transfer the exchange notes that we issue in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act if:
	•       you are not a broker-dealer tendering notes acquired directly from us;
	•       you acquire the exchange notes issued in the exchange offer in the ordinary course of your business;
	•       you are not participating, do not intend to participate, and have no arrangement or undertaking with anyone to participate, in the distribution of the exchange notes issued to you in the exchange offer; and
	•       you are not an "affiliate" of our company, as that term is defined in Rule 405 of the Securities Act.
	If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not be responsible for, or indemnify you against, any liability you incur.
	Any broker-dealer that acquires exchange notes in the exchange offer for its own account in exchange for outstanding notes which it acquired through market-making or other trading activities must acknowledge that it will deliver this prospectus when it resells or transfers any exchange notes issued in the exchange offer. See "Plan of Distribution" for a description of the prospectus delivery obligations of broker-dealers.
Acceptance of Outstanding Notes and Delivery of Exchange Notes	Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all outstanding notes properly tendered prior to the expiration of the exchange offer. We will complete the exchange offer and issue the exchange notes promptly after the expiration of the exchange offer.
Exchange Agent	Wells Fargo Bank, National Association, the trustee under the indenture governing the notes, is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are set forth under the heading "The Exchange Offer—The Exchange Agent."

12

The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. A more detailed description of the terms and conditions of the exchange notes is set forth in "Description of Exchange Notes."

        The exchange offer applies to the $375.0 million aggregate principal amount of the outstanding notes outstanding as of the date hereof. The form and terms of the exchange notes will be identical in all respects to the form and the terms of the outstanding notes except that the exchange notes:

•

will have been registered under the Securities Act;

•

will not be subject to restrictions on transfer under the Securities Act;

•

will not be entitled to the registration rights that apply to the outstanding notes; and

•

will not be subject to the additional interest provisions relating to the outstanding notes.

        The exchange notes evidence the same debt as the outstanding notes exchanged for the exchange notes and will be entitled to the benefits of the same indenture under which the outstanding notes were issued. The indenture is governed by New York law.

Issuer	Euramax International, Inc.
Notes Offered	$375.0 million aggregate principal amount of 91/2% senior notes due 2016.
Maturity	April 1, 2016.
Interest Rate	The exchange notes will accrue interest at the rate of 91/2% per annum.
Interest Payment Dates	April 1 and October 1 of each year.
Collateral	The exchange notes and the guarantees thereof will be our and the guarantors' senior secured obligations. The exchange notes and the related guarantees will be secured, subject to certain exceptions, by a first priority lien on (i) substantially all of our and the guarantors' assets (other than inventory and accounts receivable and related assets, which assets secure our ABL Credit Facility on a first priority basis) and (ii) all of our capital stock and the capital stock owned by us or a guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by us or a guarantor (the "notes collateral"), and a second priority lien on our and the guarantors' inventory and accounts receivable and related assets (the "ABL collateral").
Ranking	The exchange notes and related guarantees will rank:
	•       equal in right of payment with all of our and the guarantors' existing and future unsecured and unsubordinated indebtedness, including our senior secured loan facility, and effectively senior to such indebtedness to the extent of the value of the collateral securing the exchange notes;

13

	•       effectively equal in right of payment with our and the guarantors' obligations that are secured by first priority liens on the notes collateral, to the extent of the value of such collateral, or assets;
	•       effectively junior in right of payment to our and the guarantors' obligations under our ABL Credit Facility and any other obligations that are secured by first priority liens on the ABL collateral or that are secured by a lien on assets that are not part of the collateral securing the exchange notes, in each case, to the extent of the value of such collateral or assets;
	•       structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of our subsidiaries that are not guarantors; and
	•       senior in right of payment to all of our and the guarantors' future subordinated indebtedness. As of July 1, 2011, we had $375.0 million outstanding under the notes, approximately $25.9 million drawn (and availability of $40.2 million) under our $70.0 million ABL Credit Facility, and $122.6 million outstanding under our Senior Unsecured Loan Facility. In addition, our subsidiaries that are not guarantors had approximately $70.8 million of total liabilities outstanding (including trade payables). As of and for the six months ended June 20, 2011, our subsidiaries that are not guarantors had $367.1 million of our assets and generated $189.2 million of our net sales (including $184.5 million of sales to external customers).
	For more information, see "Description of Exchange Notes—Collateral."
Guarantees	The payment of principal, premium, if any, and interest on the exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, our direct parent, and all of our material domestic subsidiaries. The guarantees may be released under certain circumstances. Our foreign subsidiaries will not guarantee the exchange notes.
Optional Redemption	We may redeem the exchange notes at any time on or after April 1, 2013 at the redemption prices described under the heading "Description of Exchange Notes—Optional Redemption," plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of the exchange notes at any time and from time to time, prior to April 1, 2013, but not more than once in any twelve-month period, at a price equal to 103% of the principal amount of the exchange notes redeemed.

14

	Additionally, we may redeem all or part of the exchange notes at any time prior to April 1, 2013 at a redemption price equal to 100% of the principal amount of exchange notes redeemed, plus a "make whole" premium, and accrued and unpaid interest, if any, to the date of redemption.
	For more information, see "Description of Exchange Notes—Optional Redemption."
Optional Redemption After Equity Offerings	At any time before April 1, 2013, we may redeem up to 35% of the aggregate principal amount of the exchange notes issued with the net proceeds of certain equity offerings, so long as:
	•       we redeem the notes within 90 days of completing the equity offering; and
	•       at least 55% of the aggregate principal amount of the notes remains outstanding afterwards.
Change of Control Offer	If a change of control occurs, we must give holders of the exchange notes the opportunity to sell us their exchange notes at 101% of their face amount, plus accrued and unpaid interest. For more information, see "Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control."
Asset Sale Proceeds	If we or our subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such asset sales in our business within a specific period of time, prepay our or the guarantors' secured debt or senior debt of non-guarantor subsidiaries or make an offer to purchase a principal amount of the exchange notes with the excess net cash proceeds. The purchase price of the exchange notes will be 100% of their principal amount plus accrued and unpaid interest, if any. For more information, see "Description of Exchange Notes—Repurchase at the Option of Holders—Asset Sales."
Covenants	The indenture governing the exchange notes contains covenants limiting our and our restricted subsidiaries' ability to:
	•       incur additional indebtedness or issue certain preferred shares;
	•       create liens on certain assets;
	•       pay dividends or make other equity distributions;
	•       purchase or redeem capital stock;
	•       make certain investments;
	•       sell assets;
	•       agree to any restrictions on the ability of restricted subsidiaries to make payments to us;

15

	•       consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
	•       engage in transactions with affiliates; and
	•       designate our restricted subsidiaries as unrestricted subsidiaries.
	These covenants are subject to a number of important limitations and exceptions. For more information, see "Description of Exchange Notes—Certain Covenants."
No Public Market	The exchange notes will be new securities for which there is currently no market. Accordingly, we cannot assure that a liquid market for the exchange notes will develop or be maintained.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Governing Law	The indenture and the exchange notes will be governed by the laws of the State of New York without regard to conflict of laws principles thereof.
Risk Factors	See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should carefully consider before deciding to invest in the exchange notes.

        For additional information regarding the exchange notes, see the "Description of Exchange Notes" section of this prospectus.

16

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth our summary historical consolidated financial data as of and for the periods indicated. The financial data for the fiscal years ended December 31, 2010, December 25, 2009, December 26, 2008 and December 28, 2007 are derived from our consolidated financial statements which have been audited by Ernst & Young LLP, independent registered public accounting firm. The financial data for the fiscal year ended December 29, 2006 and the six months ended July 1, 2011 and July 2, 2010 has been derived from our unaudited consolidated financial statements. The unaudited consolidated financial information set forth below has been prepared on the same basis as our audited consolidated financial statements and includes all adjustments, consisting of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods. The financial data set forth in this table are not necessarily indicative of our future results of operations and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus and the information under "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

		As of and for the
		Six months ended July 1, 2011(1)			Six months ended July 2, 2010(1)			Year ended December 31, 2010(1)			Year ended December 25, 2009(1)			Year ended December 26, 2008(1)			Year ended December 28, 2007(1)			Year ended December 29, 2006(1)
		(Unaudited)			(Unaudited)															(Unaudited)
		(in thousands)
Statements of Operations Data:
Net sales		$	467,237		$	442,260		$	883,700		$	812,055		$	1,173,493		$	1,245,631		$	1,140,417
Cost of goods sold (excluding depreciation and amortization)			386,731			360,447			732,451			675,126			1,009,392			1,052,838			941,426
Gross profit			80,506			81,813			151,249			136,929			164,101			192,793			198,991
Selling and general (excluding depreciation and amortization)			51,179			47,914			93,581			90,603			110,608			101,189			90,793
Multiemployer pension withdrawal expense			1,200			—			—			—			—			—			—
Depreciation and amortization			18,746			18,323			38,700			39,721			55,348			57,590			52,689
Debt restructuring and forbearance expenses			—			—			—			14,506			3,798			—			—
Goodwill and other impairments			—			—			—			3,516			401,376			—			—
Income (loss) from operations			9,381			15,576			18,968			(11,417	)		(407,029	)		34,014			55,509
Interest expense			(28,752	)		(36,251	)		(68,333	)		(84,204	)		(109,527	)		(84,923	)		(74,675	)
Gain on extinguishment of debt			—			—			—			8,723			—			—			—
Other income (loss), net			8,656			(5,843	)		(3,484	)		1,303			(22,716	)		5,143			11,949
Loss from continuing operations before income taxes			(10,715	)		(26,518	)		(52,849	)		(85,595	)		(539,272	)		(45,766	)		(7,217	)
Provision (benefit) for income taxes			(258	)		(3,699	)		(14,461	)		(1,297	)		(61,078	)		(2,529	)		(3,374	)
Loss from continuing operations			(10,457	)		(22,819	)		(38,388	)		(84,298	)		(478,194	)		(43,237	)		(3,843	)
Loss from discontinued operations, net of tax			—			(116	)		(152	)		(1,330	)		(22,413	)		(6,194	)		(1,830	)
Net loss		$	(10,457	)	$	(22,935	)	$	(38,540	)	$	(85,628	)	$	(500,607	)	$	(49,431	)	$	(5,673	)
Other Financial Data:
Net cash flow provided by (used in):
	Operating activities	$	(9,736	)	$	(30,946	)	$	4,133		$	59,482		$	(16,455	)	$	74,916		$	(12,639	)
	Investing activities		(5,926	)		(2,297	)		(9,482	)		(2,026	)		(6,784	)		(50,076	)		(65,901	)
	Financing activities		(71	)		(2,191	)		(37,046	)		(35,929	)		59,598			(27,893	)		45,645
Capital expenditures			(5,990	)		(4,483	)		(12,165	)		(4,351	)		(14,824	)		(21,255	)		(25,048	)
Adjusted EBITDA(2)			35,225			36,734			69,281			57,544			68,291			101,685			115,403
Balance Sheet Data:
Cash and cash equivalents		$	11,903		$	31,777		$	24,902		$	69,944		$	48,658		$	8,272		$	16,425
Working capital(3)			121,834			130,758			120,476			163,393			167,849			138,828			217,296
Total assets			738,844			725,237			666,890			758,626			841,966			1,423,648			1,440,062
Total debt, including current portion			523,522			524,465			503,169			525,319			884,740			812,401			807,849
Total shareholders' equity (deficit)			5,451			13,468			9,831			47,060			(259,282	)		273,771			320,245

(1)

Our fiscal year ends on the last Friday in December of each calendar year. Each of our fiscal years presented is based on a 52 week period, except that our fiscal year ended December 31, 2010 includes 53 weeks. Additionally, our interim reporting is based on a 13 week quarterly closing calendar with a fiscal year-end on the last Friday in the month of December. The six month period ended July 1, 2011 includes 26 weeks compared to 27 weeks for the six month period ended July 2, 2010.

(2)

Adjusted EBITDA is defined as net loss plus (i) benefit for income taxes, (ii) interest expense and (iii) depreciation and amortization, as further adjusted to exclude the effects of certain income and expense items that management believes make it more difficult to assess the Company's actual operating performance.

17

We believe Adjusted EBITDA is helpful to investors and our management in highlighting trends because Adjusted EBITDA excludes the results of certain decisions of operating management that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We believe that excluding items such as goodwill and asset impairment charges, restructuring charges, gain on extinguishment of debt and the other charges specified below helps investors compare our operating performance with our results in prior periods. We believe it is appropriate to exclude these items as they are not related to ongoing operating performance and, therefore, limit comparability between periods and between us and similar companies. Management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

We also believe Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We understand that investors use Adjusted EBITDA, among other things, to assess our period-to-period operating performance and to gain insight into the manner in which management analyzes operating performance. In addition, we believe that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which items may vary for different companies for reasons unrelated to overall operating performance. Using several measures to evaluate the business allows us and investors to assess our relative performance against our competitors and ultimately monitor our capacity to generate returns for our stockholders.

Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies, even in the same industry, may define Adjusted EBITDA differently than we do. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. We do not, and investors should not, place undue reliance on Adjusted EBITDA as a measure of operating performance. Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the U.S., and should not be considered an alternative to net income as a measure of operating performance or cash flows from operating, investing and financing activities as a measure of liquidity. In addition, Adjusted EBITDA is not intended to be a measure of free cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and other debt service requirements.

A reconciliation of net income (loss) to Adjusted EBITDA is as follows:

	Six months ended July 1, 2011(1)			Six months ended July 2, 2010(1)			Year ended December 31, 2010			Year ended December 25, 2009			Year ended December 26, 2008			Year ended December 28, 2007			Year ended December 29, 2006
Net loss	$	(10,457	)	$	(22,935	)	$	(38,540	)	$	(85,628	)	$	(500,607	)	$	(49,431	)	$	(5,673	)
Add:
Provision (benefit) for income taxes		(258	)		(3,699	)		(14,461	)		(1,297	)		(61,078	)		(2,529	)		(3,374	)
Interest expense		28,752			36,251			68,333			84,204			109,527			84,923			74,675
Depreciation and amortization(a)		19,085			18,645			39,348			41,347			57,689			60,116			55,009
Adjustments:
Goodwill and other impairments		—			—			—			3,516			401,376			—			—
Other income (loss), net		(8,656	)		5,843			3,484			(1,303	)		22,716			(5,143	)		(11,949	)
Debt offering and refinancing fees(b)		2,309			—			—			—			—			—			—
Debt restructuring and forbearance expenses(c)		—			—			—			14,506			4,234			1,206			169
Gain on extinguishment of debt(d)		—			—			—			(8,723	)		—			—			—
Loss from discontinued operations, net of tax		—			116			152			1,330			22,413			6,194			1,830
Stock compensation expense		1,296			1,166			2,334			2,885			925			1,107			1,261
Long term incentive plan		362			—			—			—			—			—			—
Multiemployer pension withdrawal expense		1,200			—			—			—			—			—			—
Non-recurring expenses		1,592			1,347			8,631			6,707			11,096			5,242			3,455
Adjusted EBITDA	$	35,225		$	36,734		$	69,281		$	57,544		$	68,291		$	101,685		$	115,403

(a)

Includes amortization attributable to royalty payments under a five-year minimum purchase agreement entered into in connection with our acquisition of a product line in 2005, which is being recognized in net sales.

(b)

Debt offering and refinancing fees include indirect tax consulting and legal fees related to the Company's debt offering and other financing transactions and certain legal and professional fees incurred for capital market activities.

(c)

Debt restructuring, acquisition and forbearance expenses include, for the years ended December 26, 2008 and December 25, 2009, expenses associated with a series of forbearance and limited waiver agreements in place from November 10, 2008 to June 29, 2009 with our then-existing lenders. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—History."

(d)

Represents the gain recognized in connection with our June 2009 debt restructuring, in which lenders cancelled 100% of amounts owed under our then-existing Second Lien Credit Agreement consisting of principal and accrued interest of $191 million and $12 million, respectively, in exchange for 100% of our issued and outstanding shares of common stock. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—History."

(3)

We define working capital as current assets less current liabilities.

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RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before making an investment decision. Any of the following risks could materially adversely affect our business, financial condition, results of operations prospects or cash flows. In such a case, you may lose all or part of your original investment in the exchange notes. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Related to Our Business

Demand for our products is cyclical, and reduced demand in our end markets is likely to adversely affect our profitability and cash flow.

        Demand for many of our products is cyclical in nature. Because the ultimate end users of our products are most typically individuals electing whether to make discretionary expenditures, our results are affected by various macroeconomic trends which affect consumer confidence and access to financing. Sales of our residential building products for repair, remodel and replacement applications depend upon the availability of home equity and consumer financing, low interest rates, the turnover and aging of housing stock, wear and tear, weather damage and consumer sentiment. Expenditures in the broader U.S. residential repair and remodel industry declined substantially between 2007 and 2009 due to adverse changes in many of these factors. Sales of our non-residential building products are affected by consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends. Demand for our RV products is driven by trends in disposable income, interest rates and general economic conditions, as well as demographic trends relating to consumers in the 55 through 74 year old age group, who constitute a significant source of demand for RV products. For example, the U.S. towable RV market suffered a 32.9% decline in shipments in 2008 and a 30.1% decline in 2009 but experienced a 46.2% increase in 2010 due to changes in certain of these economic factors. Adverse trends in these and other cyclical factors are likely to materially reduce demand for and sales of our products. Moreover, simultaneous declines in multiple end markets, such as those we experienced in 2008 and 2009, could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Our business, financial condition, results of operations, prospects and cash flows have been and in the future may be materially and adversely affected by U.S., European and global general economic conditions.

        Many aspects of our business, including demand for our products and the pricing and availability of raw materials, are affected by global general economic conditions and, specifically, economic conditions in the U.S. and Europe. General economic conditions and predictions regarding future economic conditions also affect our business strategies, and a decrease in demand for our products or other adverse effects resulting from an economic downturn affecting our geographic end markets may cause us to fail to achieve our anticipated financial results. General economic factors beyond our control that affect our business and end-markets include interest rates, inflation, deflation, consumer credit availability, consumer debt levels, consumer confidence, employment levels, business confidence levels, housing markets, energy costs, tax rates and policy, unemployment rates, commencement or escalation of war or hostilities, the threat or possibility of war, terrorism or other global or national unrest, political or financial instability, and other matters that influence spending by our customers and in our end markets. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency or increase in magnitude.

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        Beginning in the fall of 2008 and continuing through 2009 and into 2010, the global economy entered a financial crisis and severe global recession, which materially and adversely impacted our business and the businesses of our customers. Volatile capital and credit markets, declining business and consumer confidence and increased unemployment precipitated a continuing economic slowdown. The economic slowdown decreased demand for the products offered by our customers, resulting in decreased sales volumes and reduced earnings. The severe downturn affected all of our end markets, ultimately required us to restructure our debt in June 2009 and caused our then-existing equity holders to lose the full value of their investment. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—History." Part of our business strategy anticipates recovery in the residential repair and remodel, non-residential construction and RV markets; however, there can be no assurances that a recovery in any of these markets will occur as anticipated. Although there have recently been signs of recovery in many regions, economic weakness could continue or worsen, as has occurred in the United States and in certain regions of Europe due to concerns over the fiscal and monetary situation in a number of countries. For example, the current U.S. debt ceiling and budget deficit concerns together with signs of deteriorating sovereign debt conditions in Europe have increased the possibility of credit-rating downgrades and economic slowdowns. Although U.S. lawmakers passed legislation to raise the federal debt ceiling, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States from "AAA" to "AA+" on August 5, 2011, citing concerns that the legislation may be insufficient to stabilize the U.S. government's medium-term debt dynamics. The impact of this or any further downgrades to the U.S. government's sovereign credit rating, or its perceived creditworthiness, and the impact of the current crisis in Europe with respect to the ability of certain European Union countries to continue to service their sovereign debt obligations is inherently unpredictable and could have a material adverse effect on the U.S. and global financial markets and economic conditions. There can be no assurance that governmental or other measures to aid economic recovery, including economic stimulus legislation, will be effective or that our sales volumes will increase or stabilize in the future. There can also be no assurance that the conditions that affected us beginning in the fall of 2008 and during 2009 will not recur or worsen. Continued adverse economic conditions could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

A decline in our relations with our key customers or the amount of products they purchase from us could materially adversely affect our business, financial position, results of operations, prospects and cash flows.

        Our business depends on our ability to maintain positive relations with our key customers. In 2010, our largest customer accounted for approximately 11% of our net sales and our top ten customers combined accounted for approximately 31% of our net sales. Although we have established and maintain significant long-term relationships with our key customers, we cannot assure you that all of these relationships will continue or will not diminish. In addition, we generally do not enter into long-term contracts with our customers and they generally do not have an obligation to purchase products from us. The loss of, or a diminution in, our relationship with any of our largest customers would have a material adverse effect on us. In addition, the loss of any of our largest customers in any of our business segments could have a material adverse effect on the results of operations of that segment.

        Our competitors may adopt more aggressive sales policies and devote greater resources to the development, promotion and sale of their products than we do, which could result in a loss of customers. Generally, our customers are price sensitive, which could further lead to the loss of customers if our prices do not remain competitive. The loss of, or a reduction in orders from, any significant customers, losses arising from customer disputes regarding shipments, fees, merchandise condition or related matters, or our inability to collect accounts receivable from any major customer could have a material adverse effect on our business. Customers accounting for a significant amount of our revenues may also become more resistant to price changes as their purchase volumes increase

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relative to our other customers, limiting our ability to increase prices to these customers and eroding our margins. Also, revenue from customers that have accounted for significant revenue in past periods, individually or as a group, may not continue in future periods or, if continued, may not reach or exceed historical levels in any period.

        Further, we have no operational or financial control over our customers and have limited influence over how they conduct their businesses. If any of these customers fail to remain competitive in their respective markets or encounter financial or operational problems, our revenue and profitability may decline. Market conditions could also result in our significant customers experiencing financial difficulties. We are exposed to the credit risk of our customers, and their failure to meet their financial obligations when due because of their bankruptcy, lack of liquidity, operational failure or other reasons could result in decreased sales and earnings for us. The decreased availability of consumer credit resulting from the financial crisis, as well as general unfavorable economic conditions, may cause consumers to further decrease their spending, which would reduce the demand for the products of our customers, which would affect our sales and cash flow.

        Certain of our customers have been expanding and may continue to expand through consolidation and internal growth, potentially increasing their buying power, which could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows. Certain of our important customers are large companies with significant buying power. In addition, potential further consolidation among our customers could enhance the ability of these customers to seek more favorable terms, including pricing, for the products that they purchase from us. Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of raw material and other cost increases. See "—Our financial performance is affected by the prices of our key raw materials, particularly aluminum and steel. Price fluctuations relating to aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows and limit our operating flexibility." If we are forced to reduce prices or to maintain prices during periods of increased production costs, or if we lose customers because of pricing or other methods of competition, our business, financial condition, results of operations, prospects and cash flows may be materially and adversely affected.

Our financial performance is affected by the prices of our key raw materials, particularly aluminum and steel. Price fluctuations relating to aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows and limit our operating flexibility.

        The manufacture of our products requires substantial amounts of raw materials, which consist principally of aluminum and steel and, to a lesser extent, paint, glass, copper and vinyl. Over 74% of our raw material costs consist of the cost of aluminum and steel. Our manufacturing operations and our financial performance is affected to a substantial extent by the market prices for these raw materials.

        Aluminum and steel are cyclical commodities with prices subject to global market forces of supply and demand and other related factors. Such factors include speculative activities by market participants, production capacity, strength or weakness in key end markets such as housing and transportation, political and economic conditions and production costs in major production regions. Prices have been historically volatile. For example, from January 2008 through December 2010 the London Metals Exchange settlement price for spot aluminum ranged from a high of $1.50 per pound in July 2008 to a low of $0.58 per pound in February 2009. Changes in the prices of aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

        We have historically priced our products by reference to raw material costs and generally we seek to pass through raw material price increases to our customers. However, due to the uncertainty of

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aluminum and steel prices and the time between material purchases and product sales, we cannot assure you that we always will be able to successfully pass through such price increases to our customers or fully offset the effects of high raw materials costs through productivity improvements. For example, if we cannot pass increases in the cost of raw materials to our customers, higher prices could cause our customers to consider competitors' products, some of which may be available at a lower cost. Additionally, where a competitor had previously purchased a large quantity of raw materials into inventory at a lower price, such a competitor could afford to pass on savings from subsequently higher prices to its customers. We also risk purchasing materials for delivery commitments to customers who later file for bankruptcy protection or repudiate or cancel their purchase agreement with us during a falling price environment, causing us to take delivery of raw materials at an above market cost. As a result, to the extent that the time lag associated with a price increase pass through becomes significant, such increases may have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

        Where changes in aluminum and steel prices are passed through to our customers, increases or decreases in aluminum and steel prices will cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to our level of business activity. Accordingly, any change in the price of aluminum and/or steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview and Executive Summary—Key Factors Affecting our Business" and "Business—Raw Materials."

Our performance is dependent on the continued availability of necessary raw materials, particularly aluminum and steel.

        We are dependent on the continued availability of critical raw materials, particularly aluminum and steel. The supply and demand for these critical raw materials are subject to cyclical price fluctuations and other market disturbances, including supply shortages. We purchase a majority of our steel from domestic steel producers, but we have no long-term contracts with any steel suppliers and we generally purchase steel at market prices. In the event of an industry-wide general shortage of raw materials we use, or a shortage or discontinuation of certain types of raw materials, we may not be able to arrange for alternative sources of such raw materials and products. The number of available suppliers has been reduced in recent years due to industry consolidation and bankruptcies affecting steel and metal producers and this trend may continue. Our top ten suppliers accounted for 35.8% of our purchases during 2010. If we are required to utilize alternative suppliers, this could cause delays in the delivery of such raw materials and possible losses in revenue. Also, alternative suppliers may not be available, or may not provide their products and services at similar or favorable prices. Additionally, increased demand from other countries such as China has put upward pressure on the market prices for raw materials. We also purchase raw materials on a regular basis in an effort to maintain our inventory at levels that we believe are sufficient to satisfy the anticipated needs of our customers based upon historic buying practices and market conditions. However, we cannot assure you that there will always be an adequate supply to meet our demand for aluminum and steel, and we are subject to the risk of lost revenue in the event that we cannot obtain quantities of aluminum and steel necessary to meet customer demand. Interruptions in the operations of our suppliers due to labor or production problems, delivery interruptions, fires, floods, explosions, environmental issues, other Acts of God or other events could disrupt the supply of raw materials. Any disruption in the supply of aluminum and/or steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows, including temporarily impairing our ability to manufacture our products for our customers or requiring us to pay higher prices in order to obtain aluminum and/or steel from other sources, which could affect our net sales and profitability.

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Due to our reliance on unique fabrication techniques for the niche markets we serve, our business is subject to risks associated with manufacturing processes.

        We manufacture most of our products at our own production facilities. Any loss of the use of all or a portion of any of our facilities due to accidents, fires, explosions, labor issues, adverse weather conditions, natural disasters such as floods, tornados, hurricanes, ice storms and earthquakes, supply interruptions, transportation interruptions, human error, mechanical failure, terrorist acts, power outages, discharges or releases of toxic or hazardous substances or gases, storage tank leaks and other environmental issues, or otherwise, whether short or long-term, could have a material adverse effect on us and our operations. As such events occur, we may experience substantial business losses, production delays, third party lawsuits and significant repair costs, as well as personal injury and/or loss of life, which could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows.

        In addition, unexpected failures of our equipment and machinery may result in production delays, revenue loss and significant repair costs, as well as injuries to our employees. Any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows. A loss or interruption of production at certain of our facilities, such as our manufacturing facilities in the Netherlands, could significantly disrupt our operations and affect a large number of customers, decreasing our revenues. Moreover, there are a limited number of manufacturers that make the machines we use in our business. Because we supply certain of our products to OEMs, a temporary or long-term business disruption could result in a permanent loss of customers, who may be required to seek alternate suppliers. If this were to occur, our future sales levels, and therefore our business, financial condition, results of operations, prospects and cash flows, could be materially and adversely affected.

        We are also subject to losses associated with equipment shutdowns, which may be caused by the loss or interruption of electrical power to our facilities due to unusually high demand, blackouts, adverse weather, equipment failure or other catastrophic events. Losses caused by disruptions in the supply of electrical power could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows. See "—Losses caused by disruptions in the supply of power or increases in energy costs would adversely affect our operations."

        Our production facilities are located throughout North America and Europe. In the future, we may construct new manufacturing plants or repair or refurbish existing plants. Delays in the construction, repair and refurbishment of a manufacturing plant can occur as a result of events such as insolvency, work stoppages, other labor actions or "force majeure" events experienced by the companies working on the plants that are beyond our control. Any termination or breach of contract following such an event may result in, among other things, the forfeiture of prior deposits or payments made by us, potential claims and impairment of losses. A significant delay in the construction of a new plant or repair of an existing plant could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

Losses caused by disruptions in the supply of power or increases in energy costs would adversely affect our operations.

        We use large amounts of electricity, natural gas and other energy sources to operate our manufacturing facilities. Any loss of power which reduces the amperage to our equipment or causes an equipment shutdown would result in a reduction in production volume. Interruptions in the supply of electrical power to our facilities can be caused by a number of circumstances, including unusually high demand, blackouts, equipment or transformer failure, human error, natural disasters or other catastrophic events. If such a condition were to occur, we may lose production for a prolonged period of time and incur significant losses. In addition, the volatility in costs of fuel, principally natural gas,

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and other utility services, principally electricity, used by our production facilities affect operating costs. Fuel and utility prices have been, and will continue to be, affected by factors outside our control, such as supply and demand for fuel and utility services in both local and regional markets and the potential regulation of greenhouse gases. Future increases in fuel and utility prices may have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

The insurance that we maintain may not fully cover all potential exposures.

        We maintain property, casualty and workers' compensation insurance, but such insurance does not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental compliance or remediation. In addition, from time to time, various types of insurance for companies in our industries have not been available on commercially acceptable terms or, in some cases, have not been available at all. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.

        Consistent with market conditions in the insurance industry, premiums and deductibles for some of our insurance policies have been increasing and may in the future increase substantially. In some instances, some types of insurance may become available only for reduced amounts of coverage, if at all. In addition, there can be no assurance that our insurers would not challenge coverage for certain claims. Moreover, in some instances our insurers may become insolvent and could be unable to pay claims that are made in the future. If we were to incur a significant liability for which we were not fully insured or that our insurers disputed, it could have a material adverse effect on our financial condition. Even with insurance with sufficient coverage, we may still experience a significant interruption to our operations as discussed above. We also cannot assure you that we will maintain or renew our insurance on comparable terms or in sufficient amounts in the future.

We operate in highly competitive markets and our failure to compete effectively may adversely affect our business, financial condition, results of operations, prospects and cash flows.

        The markets in which we operate are highly competitive. In the United States, we face competition in each of our business segments from both large and small companies. In Europe, our competitors include a number of integrated companies in the coil coating business. Other smaller companies compete with us in the building and construction, RV and transportation markets in Europe, both on a regional basis and on a pan-European basis. Some of our competitors are larger than us and have significantly greater financial, marketing and technical resources and greater purchasing power than we do. These competitors may be better able to withstand reduced revenues and adverse industry or economic conditions. Further, new competitors could emerge from within North America, Europe or globally. Due to the competitiveness in the various markets in which we operate, we may not be able to increase prices for our products to cover increases in our costs, including increases in raw material costs, or we may face pressure to reduce prices, which could materially and adversely affect our profitability. If we do not compete successfully, our business, financial condition, results of operations, prospects and cash flows could be materially and adversely affected.

        Competitive factors in our industry include, without limitation, the importance of customer loyalty, changes in market penetration, increased price competition, the introduction of new products and technology by existing and new competitors, changes in marketing, product diversity, sales and distribution and the ability to supply products to customers in a timely manner. Further, branding is not a significant factor in the sale of many of our products to the end user and the barriers to entry resulting from product branding are therefore lower. In addition, because we do not have long-term contractual arrangements with many of our customers, these competitive factors could cause our customers to cease purchasing our products and shift suppliers.

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        In addition, our competitors may develop products that are superior to our products or may adapt more quickly to new technologies or evolving customer requirements. Technological advances by our competitors may lead to new material substitutions that are superior to aluminum, steel, copper and vinyl or that may make our products obsolete. New manufacturing techniques developed by competitors may make it more difficult for us to compete. For example, during the 1980s, fiberglass siding was introduced as an alternative to aluminum and took considerable market share in the U.S. RV products end market. Consolidation of our competitors or customers may also adversely affect our businesses. Furthermore, global competition and customer demands for efficiency will continue to make price increases difficult. Because we are largely affected by customer needs and demands, we face uncertainties related to downturns or financial difficulties in our customers' businesses and unanticipated customer production shutdowns or curtailments.

We are increasingly dependent on information technology in our operations. If our computer systems fail or if we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.

        We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to support all aspects of our geographically diverse business operations. In particular, we depend on our information technology infrastructure for electronic communications among our locations around the world and between our personnel and other customers and suppliers. Such systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches and natural disasters.

        We may experience problems with either the operation of our current information technology systems or the development and implementation of our new ERP system that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved, affecting our ability to realize projected and expected cost savings and causing significant loss. Damage or interruption to our computer systems may require a significant investment to fix or replace them, and we may suffer interruptions in our operations in the interim. A prolonged interruption or failure of any of our systems or their connective networks could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

        Additionally, a compromise of our security systems resulting in unauthorized access to certain personal information about our customers or distributors could adversely affect our reputation with our customers, distributors and others, as well as our operations, and could result in litigation against us or the imposition of penalties. Security breaches of this infrastructure can create system disruptions, shutdowns or unauthorized disclosure of confidential information. If we are unable to prevent such breaches, our operations could be disrupted, or we may suffer financial damage or loss because of lost or misappropriated information. In addition, most states have enacted laws requiring companies to notify individuals and often state authorities of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether successful or not, would harm our reputation and brand, and it could cause the loss of customers. A security breach could also require that we expend significant additional resources related to our information security systems.

        We also rely heavily on our information technology staff. If we cannot meet our staffing needs in this area, we may not be able to fulfill our technology initiatives while continuing to provide maintenance on existing systems. We rely on certain software vendors to maintain and periodically upgrade many of these systems so that they can continue to support our business. The software programs supporting many of our systems were licensed to us by independent software developers. The inability of these developers or us to continue to maintain and upgrade these information systems and software programs would disrupt or reduce the efficiency of our operations if we were unable to

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convert to alternate systems in an efficient and timely manner. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, including our new ERP system, or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Additionally, any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws and regulations.

Our business is subject to seasonality, with our highest sales volumes historically occurring during our second and third quarters.

        Our business is subject to seasonality, with the second and third quarters historically accounting for our highest sales volumes. As a result, quarter-to-quarter comparisons of our sales and operating results should not be relied on as an indication of future performance, and the results of any quarterly period may not be indicative of expected results for a full year. Additionally, this seasonality affects how we manage our cash flows over the course of the year. For example, our working capital needs are typically at their highest during the second and third quarters.

Adverse weather conditions could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

        Unusually prolonged periods of cold, rain, blizzards, hurricanes or other severe weather patterns could delay, halt or postpone renovation and construction activity. For example, an unusually severe winter can lead to reduced construction, repairing and remodeling activity and exacerbate the seasonal decline in our sales, cash flows from operations and results of operations during the winter months. If sales were to fall substantially below levels we would normally expect during certain periods, our financial results would be adversely impacted.

We may be unable to protect our intellectual property rights, and we may be subject to intellectual property litigation and infringement claims by third parties.

        We rely on a combination of patents, trademarks, trade secrets, proprietary technology and technology advancements to maintain competitiveness in the market and to protect our branded products. We have licensed, and may license in the future, certain intellectual property and technology from third parties. Despite our efforts to protect our proprietary rights, third parties, including our competitors, may copy or otherwise obtain and use our products or technology. It is difficult for us to monitor unauthorized uses of our products or technology and we may not be able to adequately minimize damages to us from these violations. Failures to protect our intellectual property could have a material adverse effect on the competitiveness or profitability of our business. The steps we have taken may not prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Further, we may not be able to deter current and former employees, contractors and other parties from breaching confidentiality obligations and misappropriating proprietary information. In addition, we cannot guarantee that our applications for registered protection will be accepted by the relevant registries or that courts will find any resulting registrations to be valid. If third parties take actions that affect our rights or the value of our intellectual property, similar proprietary rights or reputation, or we are unable to protect our intellectual property from infringement or misappropriation, other companies may be able to use our intellectual property to offer competitive products at lower prices and we may not be able to effectively compete against these companies. In addition, if any third party copies or imitates our products, in a manner that projects a lesser quality or carries a negative connotation, this could have a material adverse effect on our goodwill in the marketplace because it would damage the reputation of our products generally, whether or not it violates our intellectual property rights.

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        In addition, we face the risk of claims that we are infringing third parties' intellectual property rights. Although we believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, from time to time we are involved in legal proceedings that arise relating to intellectual property, and we can give no assurance that claims or litigation asserting infringement by us of intellectual property rights will not be initiated in the future seeking damages, payment of royalties or licensing fees, or an injunction against the sale of our products, or that we would prevail in any litigation or be successful in preventing such judgment. Any such claim, even if it is without merit, could be expensive and time-consuming to defend; could cause us to cease making, using or selling certain products that incorporate the disputed intellectual property; could require us to redesign our products, if feasible; and could divert management's time and attention, each of which could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows. In the event a claim of infringement against us is successful, we may be required to pay royalties or license fees to continue to use the applicable technology or other intellectual property rights or may be unable to obtain necessary licenses from third parties at all, or at a reasonable cost or within a reasonable time.

        In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights and, if not successful, we may not be able to protect the value of our intellectual property. Regardless of the outcome, any litigation, whether commenced by us or third parties, could be protracted and costly and could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

We could face potential product liability or warranty claims relating to products we manufacture or distribute, and we may not have sufficient insurance coverage or funds available to cover all potential claims.

        We face exposure to product liability claims in the event that the use of our products is alleged to have resulted in injury or other adverse effects. We currently maintain product liability coverage, but we may not be able to continue to maintain such insurance on acceptable terms in the future, if at all, or ensure that any such insurance provides adequate coverage against potential claims. Product liability claims can be expensive to defend and may divert management or other personnel for months or years regardless of the ultimate outcome. An unsuccessful product liability defense could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

        We also provide warranties on certain products and are subject to potential warranty claims to the extent that products we manufacture are defective. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. We provide accruals for warranties based on historical experience and expectations of future occurrence. We may experience increased costs of warranty claims if our products are manufactured or designed defectively. Our warranty accruals may be insufficient or we could in the future become subject to a significant and unexpected warranty expense, which could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows.

We are subject to strict environmental laws and regulations that may lead to significant, unforeseen expenses.

        Our manufacturing operations are subject to a range of federal, state, municipal, local, and foreign environmental and occupational health and safety laws and regulations, including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste and hazardous substances, and the remediation of contamination associated with the current and past use of hazardous substances or other regulated materials. We may not be, at all times, in compliance with all such requirements. Many of our operations require environmental permits and controls pursuant to these laws and regulations to prevent and limit pollution. These permits contain terms and conditions that impose limitations on our manufacturing activities, production levels and associated activities and periodically may be subject to modification, renewal and revocation by issuing authorities. Historically,

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the costs of achieving and maintaining compliance with environmental and health and safety requirements have not been material. However, the operation of manufacturing plants entails risks in these areas, and a failure by us to comply with applicable environmental, health and safety laws and regulations, including permit requirements, could result in civil or criminal fines, penalties, enforcement actions, third party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions.

        Under certain of these laws and regulations, such as the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), known as the Superfund law, and its state law analogs, we may be held liable for releases of hazardous substances on or from our properties or any offsite disposal location to which we may have sent waste or if contamination from prior activities is discovered at any of our current or former properties. Such liability may include cleanup costs, natural resource damages and associated transaction costs. Liability under these laws can be joint and several, and can be imposed without regard to fault or the lawfulness of the actions that led to the release at the time they occurred.

        Pursuant to these laws, we have been named as a potentially responsible party in state and federal administrative and judicial proceedings seeking contribution for costs associated with the investigation, analysis, correction and remediation of environmental conditions at eleven third party hazardous waste disposal sites. Pursuant to the terms of the Alumax acquisition agreement, subject to certain terms and limitations, Alumax (and its successors) has agreed to indemnify us for all of the costs associated with each of these sites as well as for all of the costs associated with nine additional sites to which we may have sent waste for disposal but for which we have not received any notice of potential responsibility. Our ultimate liability in connection with present and future environmental claims will depend on many factors, including our volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, the financial viability and participation of the other entities that also sent waste to the site, and Alumax's willingness or ability to honor its indemnification obligations.

        We are not currently conducting any investigation or remediation of contamination at facilities we own or operate. Potential liabilities of this kind are not subject to indemnification by Alumax. Once it becomes probable that we will incur costs in connection with remediation of a site and such costs can be reasonably estimated, we establish or adjust our reserve for our projected share of these costs. As of December 31, 2010, we had no reserves recorded for environmental matters, as we believe any potential liability is both remote and not reasonably estimable. However, the estimation of environmental liabilities is subject to uncertainties, including the scope and nature of contamination conditions, the success of remediation technologies being employed, new or changes to environmental laws, regulations or policies, future findings of investigation or remediation actions, alteration to expected remediation plans, or the number, financial condition and cooperation of other potentially responsible parties. In the event we are responsible for environmental costs, any actual liabilities that exceed our reserves may have a material and adverse effect on our financial condition and, in particular, our earnings. In addition, we may incur significant liabilities in connection with environmental conditions currently unknown to us relating to our existing, prior, or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired. See "Business—Environmental, Health and Safety Matters."

        Compliance with environmental and occupational health and safety laws and regulations can be costly, and we have incurred and will continue to incur costs, including capital expenditures, to comply with these requirements. In addition, these laws and regulations and their interpretation or enforcement, are constantly evolving and have tended to become more stringent over time and the impact of these changes on our business, financial condition, results of operations, prospects or cash flows are impossible to predict. It is impossible to predict accurately the effect that changes in these

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laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition, results of operations, prospects or cash flows. For example, legislation and regulations limiting emissions of greenhouse gases, including carbon dioxide associated with the burning of fossil fuels, are at various stages of consideration and implementation, and if fully implemented, may significantly increase the price of the raw materials for and energy used to produce our products and negatively impact the financial condition of many of our customers. If our compliance costs increase and are passed through to our customers, our products may become less competitive than other materials, which could reduce our sales, perhaps materially. Our costs of compliance with current and future environmental requirements could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows.

We are subject to the risks of doing business in foreign countries.

        We are, and will continue to be, subject to financial, political, economic and business risks in connection with our non-U.S. operations. In 2010, 34% of our net sales were made outside of the United States, and as of July 1, 2011, we operated six manufacturing and distribution facilities in Europe and two in Canada. Doing business in foreign countries entails certain risks, including, but not limited to:

•

exchange rate fluctuations;

•

adverse changes in economic conditions in other countries;

•

political or civil unrest and insurrection and armed hostilities;

•

government policies against ownership of businesses by non-nationals;

•

reduced protection of intellectual property rights;

•

a need to comply with numerous laws and regulations in each jurisdiction in which we operate;

•

legal systems that may be less developed and less predictable than those in the United States;

•

shipping delays;

•

licensing and other legal requirements;

•

local tax issues;

•

longer payment cycles in certain foreign markets;

•

the difficulties of staffing and managing dispersed international operations;

•

language and cultural issues in regions of the world outside the United States;

•

renegotiation or modification of existing agreements or arrangements with governmental authorities;

•

exportation and transportation tariffs;

•

foreign exchange restrictions and trade protection measures;

•

changes in the value of the U.S. dollar relative to foreign currencies; and

•

differences in laws governing employee and union relations.

        The occurrence of any of these risks could materially disrupt or adversely impact our business.

        In addition, because a significant portion of our operations are outside the United States, we are subject to limitations on our ability to repatriate funds to the United States These limitations arise from regulations in certain countries that limit our ability to remove funds from or transfer funds to

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foreign subsidiaries, as well as from tax liabilities that would be incurred in connection with such transfers. These regulations could significantly limit our liquidity.

        In addition, our revenues, expenses, cash flows and results of operations could be affected by actions in foreign countries that more generally affect the global markets, including inflation, fluctuations in currency and interest rates, competitive factors, civil unrest and labor problems. Our operations and the commercial markets for our products could also be materially and adversely affected by acts of war, terrorism or the threat of any of these events as well as government actions such as controls on imports, exports and prices, tariffs, new forms of taxation or changes in fiscal regimes and increased government regulation in countries engaged in the manufacture or consumption of aluminum and steel products. Unexpected or uncontrollable events or circumstances in any of these markets could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows.

Fluctuations in foreign currency exchange rates could negatively affect our financial results.

        We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar. In 2010, we used three functional currencies in addition to the U.S. dollar and derived approximately 34% of our net sales from operations outside the United States Because our consolidated financial statements are presented in U.S. dollars, we must translate net sales, net income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect our net sales, operating income and the value of balance sheet items, including intercompany assets and obligations. Changes in the value of the currencies we use also affect the value and amount of our debt which is recorded on our balance sheet. Because of the geographic diversity of our operations, weaknesses in some currencies might be offset by strengths in others over time. However, we cannot assure you that fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, such as the Euro, the Pound Sterling, the Canadian Dollar, or the currencies of large developing countries, would not materially adversely affect our financial results.

Doing business in foreign countries requires us to comply with U.S. and foreign anti-corruption laws and economic sanctions programs.

        Our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act ("FCPA"), and economic sanction programs administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). As a result of doing business in foreign countries, we are exposed to a heightened risk of violating anti-corruption laws and OFAC regulations.

        The FCPA prohibits us from providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. In addition, the U.K. Bribery Act 2010, or the Bribery Act, came into force in July 2011. The provisions of the Bribery Act extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties. Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption. Economic sanctions programs restrict our business dealings with certain sanctioned countries and other sanctioned individuals and entities.

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        Violations of anti-corruption laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We have established policies and procedures designed to assist our compliance with applicable U.S. and foreign laws and regulations including the Bribery Act. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these laws and regulations in every transaction in which we may engage, and such a violation could materially and adversely affect our reputation, business, financial condition, results of operations, prospects and cash flows. In addition, various U.S. state and municipal governments, universities and other investors maintain prohibitions or restrictions on investments in companies that do business with sanctioned countries.

We are subject to various federal, state, local and non-U.S. tax requirements.

        We may be subject to federal, state and local income taxes in the United States and non-U.S. income taxes in numerous other jurisdictions in which we transact business or generate net sales. Increases in income tax rates could reduce our after-tax income from affected jurisdictions. In addition, there have been proposals to reform U.S. tax laws that could significantly impact how U.S. multinational corporations are taxed in the United States on their foreign earnings; because we earn a substantial portion of our income in foreign countries, these proposals could affect our tax rates in a material and adverse manner. Although we cannot predict whether or in what form these proposals will pass, several of the proposals being considered could have a material adverse impact on our tax expense and cash flow, if such proposals are enacted.

        Our business operations are subject to numerous duties or taxes that are not based on income, sometimes referred to as "indirect taxes," including import duties, excise taxes, sales or value-added taxes, property taxes and payroll taxes, in many of the jurisdictions in which we operate, including indirect taxes imposed by state and local governments. Increases in or the imposition of new indirect taxes on our business operations or products would increase the cost of products or, to the extent levied directly on consumers, make our products less affordable.

We are subject to taxation in multiple jurisdictions.

        We are subject to taxation primarily in the United States, Canada, the United Kingdom, the Netherlands and France. Our effective tax rate and tax liability will be affected by a number of factors, such as the amount of taxable income we generate in particular jurisdictions, the tax rates in those jurisdictions, tax treaties between jurisdictions, the extent to which we transfer funds and repatriate funds from our subsidiaries and future changes in local tax law. Our tax liability will usually be dependent upon our operating results and the manner in which our operations are funded. Generally, the tax liability for each legal entity is determined either on a non-consolidated basis or on a consolidated basis only with other entities incorporated in the same jurisdiction. In either case, our tax liability is determined without regard to the taxable losses of non-consolidated affiliated entities. As a result, we may pay income taxes in one jurisdiction for a particular period even though on an overall basis we incur a net loss for that period.

We may experience fluctuations in our tax obligations and effective tax rate.

        We are subject to taxes in the United States and numerous international jurisdictions. We record tax expense based on our estimates of future tax payments, which include reserves for estimates of probable settlements of international and domestic tax audits. At any one time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as taxable events occur and exposures are re-evaluated. Further, our effective tax rate in a given period may be materially impacted

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by changes in the mix and level of earnings by taxing jurisdiction or by changes to existing accounting rules or regulations.

Changes to accounting rules or regulations may adversely affect our financial position and results of operations.

        Changes to existing accounting rules or regulations may impact our future results of operations and our ability to comply with covenants under our credit agreements or cause the perception that we are more highly leveraged. In addition, new accounting rules or regulations and varying interpretations of existing accounting rules or regulations may be adopted in the future. For instance, accounting regulatory authorities have indicated that they may begin to require lessees to capitalize operating leases in their financial statements in the next few years. If adopted, such a change would require us to record capital lease obligations on our balance sheet and make other changes to our financial statements. This and other future changes to accounting rules or regulations could adversely affect our financial position, results of operations and liquidity.

Acquisitions or divestitures that we make in the future may be unsuccessful.

        Our structure and business model trace their roots to our history as a downstream producer of aluminum products and have evolved in response to customer demand for products made from materials other than aluminum. We have expanded the size, scope and nature of our business partly through the acquisition of other businesses. We may opportunistically consider the acquisition of other companies or product lines of other businesses that either complement or expand our existing business, or we may consider the divestiture of some of our businesses. We may consider and make acquisitions or divestitures both in countries in which we currently operate and elsewhere. We cannot assure you that we will be able to consummate any such acquisitions or divestitures or that any future acquisitions or divestitures will be consummated at acceptable prices and terms. Any future acquisitions or divestitures we pursue may involve a number of special risks, including, but not limited to, some or all of the following:

•

the diversion of management's attention from our core businesses;

•

the disruption of our ongoing business;

•

entry into markets in which we have limited or no experience, including geographies that we have not previously operated in;

•

the ability to integrate our acquisitions without substantial costs, delays or other problems, which would be complicated by the breadth of our international operations;

•

inaccurate assessment of undisclosed liabilities;

•

potential known and unknown liabilities of the acquired businesses and limitations of seller indemnities;

•

the incorporation of acquired products into our business;

•

the failure to realize expected synergies and cost savings;

•

the loss of key employees or customers of the acquired or divested business;

•

increasing demands on our operational systems;

•

the integration of information system and internal controls;

•

possible adverse effects on our reported operating results, particularly during the first several reporting periods after the acquisition is completed; and

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•

the amortization of acquired intangible assets.

        Additionally, any acquisitions we may make could result in significant increases in our outstanding indebtedness and debt service requirements. Any acquisition may also cause us to assume liabilities, record goodwill and indefinite-lived intangible assets that will be subject to impairment testing and potential impairment charges, incur significant restructuring charges and increase working capital and capital expenditure requirements, which would reduce our return on invested capital. In addition, the terms of our current indebtedness and any other indebtedness we may incur in the future may limit the acquisitions we may pursue.

        Any acquisitions we may seek to consummate will be subject to the negotiation of definitive agreements, satisfactory financing arrangements and applicable governmental approvals and consents, including under applicable antitrust laws, such as the Hart-Scott-Rodino Act. We may not complete any additional acquisitions and any acquired entities or assets may not enhance our results of operations. Even if we are able to integrate future acquired businesses with our operations successfully, we cannot assure you that we will realize all of the cost savings, synergies or revenue enhancements that we anticipate from such integration or that we will realize such benefits within the expected time frame.

        If we were to undertake a substantial acquisition, the acquisition would likely need to be financed in part through additional financing from banks, through public offerings or private placements of debt or equity securities or with other arrangements. We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms if and when required, particularly because we are currently highly leveraged, which may make it difficult or impossible for us to secure financing for acquisitions. If we were to undertake an acquisition by issuing equity securities or equity-linked securities, the acquisition may have a dilutive effect on the interests of the holders of our common stock.

        Our stockholders agreement includes restrictions on our ability to complete acquisitions and to raise debt or equity financing generally. As a result, any acquisition we seek to make may be subject to stockholder approval, and there can be no assurance we would be able to obtain such approval on a timely basis or at all.

Our business operations depend on attracting and retaining qualified management and personnel.

        Our success depends to a significant degree upon the ability, expertise, judgment, discretion, integrity and good faith of our senior management team and our workforce throughout our organization. Thus, our future performance depends on our continued ability to attract and retain experienced and qualified management and personnel. Competition for personnel with experience in the materials manufacturing industry, and those qualified to manage a business with significant international operations, is intense, and we may be unable to continue to attract or retain such personnel. Furthermore, as a company with publicly-traded debt securities, our future success will also depend on our ability to hire and retain management with public company experience. The loss of any of our key executive officers or the inability to attract qualified personnel could significantly impede our ability to successfully implement our business strategy, financial plans, marketing and other objectives. We do not currently have any key-person life insurance with respect to any of our executive officers or employees.

A portion of our workforce is unionized and we are subject to the risk of labor disputes and adverse employee relations, which may disrupt our business and increase our costs.

        As of December 31, 2010, approximately 8% of our employees were represented by unions, an additional approximately 24% were represented by similar bodies (e.g., works councils) and we were a party to six collective bargaining agreements. While we believe that our relations with our employees are good, our inability to negotiate acceptable contracts with these unions could result in, among other

33

things, strikes, work stoppages, labor disturbances or other slowdowns by the affected workers. If our union-represented employees were to engage in a strike, work stoppage or other slowdown, or other employees were to become unionized, or the terms and conditions in our labor agreements were to be renegotiated in an adverse manner, we could experience significant disruption of our operations, which would cause higher ongoing labor costs and impact our ability to satisfy our customers' requirements. Any such cost increases, stoppages or disturbances could materially and adversely affect our business, financial condition, results of operations, prospects and cash flows by limiting plant production, sales volumes and profitability. See "Business—Employees."

Inflation may adversely affect our business operations in the future.

        We have experienced certain inflationary conditions in our cost base due primarily to changes in foreign currency exchange rates that have reduced the purchasing power of the U.S. dollar and increases in selling, general and administrative expenses. In addition, we are party to certain leases that contain escalator provisions contingent on increases based on changes in the Consumer Price Index. Inflation can harm our margins and profitability if we are unable to increase prices or cut costs enough to offset the effects of inflation in our cost base. If inflation in these or other costs worsens, we cannot assure you that our attempts to offset the effects of inflation and cost increases through control of expenses, passing cost increases on to customers or any other method will be successful. Any future inflation could adversely affect our profitability and our business.

We have recorded material goodwill and other intangible asset impairments in the past and continue to maintain a substantial amount of goodwill and other intangible assets on our balance sheet. The amortization of acquired assets will reduce our future reported earnings, and if our remaining goodwill or other intangible assets become impaired, we may be required to recognize impairment charges that would reduce our net income and could have a material impact on our operating results.

        As a result of applying the purchase method of accounting in connection with our acquisition in 2005 and other acquisitions we have made in the past, we have a significant amount of goodwill and other intangible assets on our balance sheet. For the year ended December 31, 2008, as a result of lowered expectations for future cash flows due to the severe economic downturn, we recorded impairment charges totaling $401.4 million, which had a material impact on our historical operating results. As of December 25, 2009 and December 31, 2010, $327.7 million and $296.4 million, respectively, of goodwill and other intangible assets remained recorded on our balance sheet. In accordance with GAAP, we test goodwill for impairment annually on the last day of our fiscal year, or more frequently if events or circumstances indicate the potential for impairment. Such reviews could result in an earnings charge for the impairment of goodwill, and any such charge could be material. Accordingly, our net income could be reduced even though there would be no impact on our underlying cash flow. Furthermore, in accordance with the purchase accounting method, the excess of the cost of purchased assets over the fair value of such assets is assigned to intangible assets and is amortized over a period of time. The amortization expense associated with our intangible assets will have a negative effect on our future reported earnings. Many other companies, including many of our competitors, may not have the significant acquired intangible assets that we have because they have not participated in recent acquisitions and business combination transactions similar to ours. Thus, our reported earnings may be more negatively affected by the amortization of intangible assets than the reported earnings of these companies will be.

Global or regional catastrophic events, natural disasters, severe weather and global political events could impact our operations and financial results.

        Because of our global presence and worldwide operations, our business can be affected by large-scale terrorist acts, especially those directed against the United States or other major industrialized

34

countries; the outbreak or escalation of armed hostilities; political instability in oil-producing regions; major natural disasters such as earthquakes, hurricanes, volcano eruptions, fires and floods; inclement weather such as frequent or unusually heavy snow, ice or rain storms, or extended periods of unseasonable temperatures; widespread outbreaks of infectious diseases such as H1N1 influenza, avian influenza or severe acute respiratory syndrome (generally known as SARS); disruptive global political events, such as civil unrest in countries in which our suppliers are located; labor strikes or work stoppages; and other such catastrophes and events.

        Such events could impair our ability to manage our business around the world, disrupt our supply of raw materials, result in increases in fuel (or other energy) prices or a fuel shortage or the temporary lack of an adequate work force in a market, and could impact production, transportation and delivery of our products. In addition, such events could cause disruption of regional or global economic activity, which may affect consumers' purchasing power in the affected areas and, therefore, reduce demand for our products. These events also can have indirect consequences such as increases in the costs of insurance if they result in significant loss of property or other insurable damage.

Risks Related to the Exchange Notes and Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and ability to raise additional capital to fund our operations, prevent us from fulfilling our obligations under our indebtedness, limit our ability to react to changes in the economy or our industry and expose us to interest rate risk to the extent of our variable rate debt.

        We have a substantial amount of indebtedness, which requires significant interest and principal payments. As of July 1, 2011, we had total indebtedness of approximately $523.5 million, including $375.0 million under the notes, $122.6 million under our Senior Unsecured Loan Facility, and $25.9 million drawn under our ABL Credit Facility, as well as additional borrowing availability of $40.2 million under our ABL Credit Facility. Subject to the restrictions contained in the indenture governing the exchange notes, our Senior Unsecured Loan Facility, our ABL Credit Facility and any debt instruments we may enter into in the future, we may incur significant additional indebtedness in the future to finance capital expenditures, investments or acquisitions, or for other general corporate purposes.

        Our substantial indebtedness could have important negative consequences to you, including:

•

limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service or other general corporate purposes;

•

requiring us to use a substantial portion of our available cash flow to service our debt, which will reduce the amount of cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes;

•

increasing our vulnerability to general economic downturns and adverse industry conditions;

•

limiting our flexibility in planning for, or reacting to, changes in our business and in our industry in general;

•

placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged, as we may be less capable of responding to adverse economic conditions;

•

restricting the way we conduct our business because of financial and operating covenants in the agreements governing our and our subsidiaries' existing and future indebtedness, including, in the case of certain indebtedness of subsidiaries, particularly foreign subsidiaries which may enter into separate credit facilities, certain covenants that restrict the ability of subsidiaries to pay dividends or make other distributions to us;

35

•

increasing the risk of our failing to satisfy our obligations with respect to our debt instruments and/or complying with the financial and operating covenants contained in our or our subsidiaries' debt instruments which, among other things, require us to (in certain circumstances) maintain a specified covenant ratio and limit our ability to incur debt and sell assets, which could result in an event of default under the agreements governing our debt instruments that, if not cured or waived, could have a material adverse effect on our business, financial condition and operating results;

•

increasing our cost of borrowing; and

•

preventing us from raising the funds necessary to repurchase outstanding debt upon the occurrence of certain changes of control, which would constitute an event of default under our debt instruments.

        In addition, the indenture governing the exchange notes, our ABL Credit Facility and our Senior Unsecured Loan Facility contain financial and other restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our debt.

        Borrowings under our ABL Credit Facility bear interest at variable rates based on LIBOR or, at our option, a base rate. If market interest rates increase, such variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow. Our interest costs are also affected by our credit ratings. If our credit ratings decline in the future, the interest rates we are charged on debt under our ABL Credit Facility could increase incrementally by up to 75 basis points, contingent upon our credit rating.

        In addition, changes in our credit ratings may affect the way suppliers view our ability to make payments and may induce them to shorten the payment terms of their invoices. A change in payment terms may have a material adverse effect on the amount of our liabilities and our ability to make payments to our suppliers.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, our lenders' financial stability, which are subject to prevailing global economic and market conditions, and certain financial, business and other factors, many of which are beyond our control. Even if we were able to refinance or obtain additional financing, the costs of new indebtedness could be substantially higher than the costs of our existing indebtedness.

We may not be able to generate sufficient cash to service all of our indebtedness, including the exchange notes, and may not be able to refinance our indebtedness on favorable terms. If we are unable to do so, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on, among other things:

•

our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control; and

•

our future ability to borrow under our Amended and Restated ABL Credit Facility, the availability of which depends on, among other things, the size of our borrowing base and our compliance with the covenants in our ABL Credit Facility.

        We cannot assure you we will maintain a level of cash flows from operating activities, or that we will be able to draw amounts under our ABL Credit Facility or otherwise, sufficient to permit us to pay

36

the principal, premium, if any, and interest on our indebtedness or to otherwise fund our liquidity needs. Furthermore, any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

        Our overall debt level and/or market conditions could lead the credit rating agencies to lower our corporate credit ratings. A downgrade in our corporate credit ratings could impact our ability to issue new debt by raising the cost of issuing new debt. As a consequence, we may not be able to issue additional debt in amounts and/or with terms that we consider to be reasonable. In addition, our ability to incur secured indebtedness (which would generally enable us to achieve better pricing than the incurrence of unsecured indebtedness) depends in part on the value of our assets, which depends, in turn, on the strength of our cash flows and results of operations, and on economic and market conditions and other factors. Our ability to refinance our indebtedness is also subject to restrictions contained in our stockholders agreement.

        If our cash flows and capital resources are insufficient to fund our debt service obligations or we are unable to refinance our indebtedness, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions, or the proceeds from the dispositions may not be adequate to meet any debt service obligations then due. If we were unable to repay amounts when due, our lenders could proceed against the collateral granted to them to secure that indebtedness.

        The borrowings under our ABL Credit Facility bear interest at variable rates and other debt we incur could likewise be variable-rate debt. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. While we may enter into agreements limiting our exposure to higher interest rates, we have no such agreements at this time, and any such agreements may not offer complete protection from this risk.

Our debt agreements contain significant operating and financial restrictions that limit our flexibility in operating our business.

        Our ABL Credit Facility our Senior Unsecured Loan Facility and the indenture governing the exchange notes contain a number of restrictive covenants that impose significant restrictions on us. Compliance with these restrictive covenants limits our flexibility in operating our business and could prevent us from engaging in favorable business activities or financing future operations or capital needs. Failure to comply with these covenants could give rise to one or more defaults or events of default under our debt agreements. These covenants restrict, among other things, our ability to:

•

incur indebtedness;

•

repurchase or redeem capital stock;

•

pay certain dividends, make certain distributions, make loans, transfer property or make other restricted payments;

•

make capital expenditures, acquisitions or investments;

•

incur liens;

•

sell assets;

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•

issue or sell capital stock;

•

enter into transactions with affiliates;

•

consolidate or merge with other companies or sell all or substantially all of our assets;

•

engage in certain business activities; and

•

designate our subsidiaries as unrestricted subsidiaries.

        Our fixed charge coverage ratio (as defined in the indenture which governs the exchange notes) is currently significantly less than 2:1. Accordingly, we are currently unable to incur debt under the ratio test included in the indenture. In addition, our secured debt ratio (as defined in the indenture which governs the exchange notes) is currently significantly higher that 3.75:1, which significantly limits our ability to incur secured debt. Although the indenture contains other debt and lien baskets, we could be significantly limited in our operations due to the fixed charge coverage ratio and secured debt tests contained in the indenture.

        If we default on any of these covenants, our lenders could cause all amounts outstanding under our ABL Credit Facility, our Senior Unsecured Loan Facility or the indenture governing the notes to be due and payable immediately, and the lenders under our ABL Credit Facility or the indenture governing the exchange notes could proceed against any collateral securing that indebtedness. Our assets or cash flow may not be sufficient to repay in full the borrowings under our debt agreements, either upon maturity or if accelerated upon an event of default. In addition, any event of default or declaration of acceleration under one debt instrument could also result in a default or an event of default under one or more of our other debt instruments.

Despite our substantial indebtedness, we and our subsidiaries may still be able to incur significantly more debt. This could increase the risks associated with our substantial leverage, including our ability to service our indebtedness.

        Our ABL Credit Facility, our Senior Unsecured Loan Facility and the indenture governing the notes contain restrictions on our ability to incur additional indebtedness. However, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Accordingly, we and our subsidiaries could incur significant additional indebtedness in the future, much of which could constitute secured or senior indebtedness.

Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.

        Our ABL Credit Facility is subject to variable rates of interest and exposes us to interest rate risk. Our variable rate indebtedness is also subject to minimum rates of interest that limit the potential benefit of any decrease in variable rates. If interest rates exceed the minimum rates payable on our debt, our debt service obligations on the variable rate indebtedness would increase, resulting in a reduction of our net income, even though the amount borrowed remained the same. As of July 1, 2011, we have total indebtedness of approximately $523.5 million. Based on this amount of indebtedness, if interest rates remained at July 1, 2011 levels, our annualized cash interest expense would be approximately $51.6 million (subject to increase in the event interest rates rise), prior to any consideration of the impact of interest rate swaps. A 1% increase in the interest rate on our indebtedness would increase our annual interest expense by approximately $56.9 million, prior to any consideration of the impact of minimum interest rates on our indebtedness.

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Instability and volatility in the capital and credit markets could have a negative impact on our business, financial condition, results of operations and cash flows.

        The capital and credit markets have experienced volatility and disruption in 2009, 2010 and 2011. Our business, financial condition, results of operations, prospects and cash flows could be negatively impacted by the difficult conditions and volatility in the capital, credit and commodities markets and in the global economy. Difficult conditions in these markets and the overall economy affect us in a number of ways. For example:

•

Although we believe we will have sufficient liquidity under our credit facilities to run our business, under extreme market conditions there can be no assurance that such funds would be available under the facilities or sufficient to meet our needs, and in such a case, we may not be able to successfully obtain additional financing on favorable terms, or at all.

•

Market volatility could make it difficult for us to raise additional debt and/or equity capital in the public or private markets if we needed to do so.

•

Market conditions could cause the counterparties to the derivative financial instruments we use to hedge our exposure to interest rate fluctuations to experience financial difficulties and, as a result, our efforts to hedge these exposures could prove unsuccessful, and, furthermore, our ability to engage in additional hedging activities may decrease or become even more costly as a result of these conditions.

•

Our ABL Credit Facility and our Senior Unsecured Loan Facility contain various covenants that we must comply with. There can be no assurance that we would be able to successfully amend our ABL Credit Facility and our Senior Unsecured Loan Facility in the future if we were to fail to comply with these covenants. Further, any such amendment could be very expensive and materially impair our cash flow and liquidity.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes.

        Any default under the agreements governing our indebtedness, including a default under our ABL Credit Facility and our Senior Unsecured Loan Facility, that is not waived by the required holders of such indebtedness, could leave us unable to pay principal, premium, if any, or interest on the exchange notes and could substantially decrease the market value of the exchange notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our existing and future indebtedness, including our ABL Credit Facility and our Senior Unsecured Loan Facility, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with any accrued and unpaid interest, the lenders under our ABL Credit Facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against the assets securing such facilities and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek waivers from the required lenders under our ABL Credit Facility and our Senior Unsecured Loan Facility to avoid being in default. If we breach our covenants under our ABL Credit Facility or our Senior Unsecured Loan Facility and seek waivers, we may not be able to obtain waivers from the required lenders thereunder. If this occurs, we would be in default under our ABL Credit Facility and our Senior Unsecured Loan Facility, which would, if our obligations under the ABL Credit Facility and the Senior Unsecured Loan Facility are accelerated, cause a default under the indenture governing the exchange notes. In such case, the lenders under the ABL Credit Facility and the Senior

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Unsecured Loan Facility could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

The exchange notes will be effectively subordinated to our and our guarantors' indebtedness under (i) the ABL Credit Facility to the extent of the value of the collateral securing the ABL Credit Facility and (ii) certain permitted additional secured indebtedness, in each case on a basis senior to the exchange notes.

        The exchange notes and the related guarantees will be secured, subject to certain exceptions, by a first priority lien on (i) substantially all of our and the guarantors' assets (other than inventory and accounts receivable and related assets, which assets secure our ABL Credit Facility on a first priority basis) and (ii) all of our capital stock and the capital stock of each material domestic restricted subsidiary owned by us or a guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by us or a guarantor (the "notes collateral"), and a second priority lien on our and the guarantors' inventory and accounts receivable and related assets (which assets secure our ABL Credit Facility on a first priority basis) (the "ABL collateral"). The exchange notes will be effectively subordinated in right of payment to our ABL Credit Facility to the extent of the value of the ABL collateral as well as certain permitted additional indebtedness we are permitted to secure on a senior basis. The effect of this subordination is that upon a default in payment on, or the acceleration of, any indebtedness under ABL Credit Facility or other indebtedness secured by such assets on a first-priority basis, or in the event of bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding of us or any of the guarantors of the ABL Credit Facility or of such other secured debt, the proceeds from the sale of assets securing the ABL Credit Facility and/or such other indebtedness secured on a first-priority basis will be available to pay obligations on the exchange notes only after all indebtedness under the ABL Credit Facility and/or such other secured debt has been paid in full. There may be no ABL collateral remaining after claims of the lenders under the ABL Credit Facility or such other secured debt have been satisfied in full that may be applied to satisfy the claims of holders of the exchange notes.

The exchange notes will be structurally subordinated to all indebtedness of those of our existing or future subsidiaries that are not, or do not become, guarantors of the exchange notes, including all of our foreign subsidiaries.

        The exchange notes will not be guaranteed by certain of our current and future subsidiaries, including our non-U.S. subsidiaries. Accordingly, claims of holders of the exchange notes will be structurally subordinated to all indebtedness and the claims of creditors of any non-guarantor subsidiaries, including trade creditors. All indebtedness and obligations of any non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution upon liquidation or otherwise, to us or a guarantor of the exchange notes. The indenture governing the exchange notes will permit these non-guarantor subsidiaries to incur certain additional debt, including secured debt, and will not limit their ability to incur other liabilities that are not considered indebtedness under the indenture. For the year ended December 31, 2010, our non-guarantor subsidiaries represented approximately 33.9% of our net sales, 84.7% of our operating income and 37.4% of our Adjusted EBITDA. In addition, as of December 31, 2010, our non-guarantor subsidiaries held approximately 51% of our consolidated assets and, after giving effect to the offering of the outstanding notes and the use of proceeds thereof, would have had approximately $55.9 million of liabilities (including trade payables), to which the exchange notes and the guarantees would have been structurally subordinated.

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The right of holders of the exchange notes with respect to the ABL collateral, in which such holders have a junior lien, will be substantially limited by the terms of the intercreditor agreement.

        The rights of holders of the exchange notes with respect to the ABL collateral, which secures the exchange notes on a second-priority basis, will be limited pursuant to the terms of an intercreditor agreement with the lenders under our ABL Credit Facility.

        Under the terms of the intercreditor agreement, any actions that may be taken in respect of the ABL collateral, including the ability to commence enforcement proceedings against the ABL collateral, control the conduct of such proceedings, and release the ABL collateral from the lien of the collateral documents, will be at the direction of the lenders under our ABL Credit Facility. Neither the trustee nor the collateral agent, on behalf of the holders of the exchange notes, will have the ability to control or direct such actions, even if the rights of the holders of the exchange notes are adversely affected, subject to certain exceptions. See "Description of Exchange Notes—Security for the Notes" and "Description of Exchange Notes—Amendment, Supplement and Waiver." Under the terms of the intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens on the ABL collateral are outstanding, if the holders of such indebtedness release the ABL collateral, including, without limitation, in connection with any sale of assets, the second-priority security interest in such ABL collateral securing the exchange notes will be automatically and simultaneously released without any consent or action by the holders of the exchange notes, subject to certain exceptions. The ABL collateral so released will no longer secure our and the guarantors' obligations under the exchange notes. In addition, because the holders of the indebtedness secured by first-priority liens on the ABL collateral control the disposition of the ABL collateral, such holders could decide not to proceed against the ABL collateral, regardless of whether there is a default under the documents governing such indebtedness or under the indenture governing the exchange notes. In such event, the only remedy available to the holders of the exchange notes would be to sue for payment on the exchange notes and the related guarantees under the indenture and to commence realization on the notes collateral. In addition, the intercreditor agreement gives the holders of first-priority liens on the ABL collateral the right to access and use the collateral that secures the exchange notes, to allow those holders to protect the ABL collateral and to process, store and dispose of the ABL collateral.

Holders of the exchange notes may not be able to fully realize the value of their liens.

        The security interests and liens for the benefit of holders of the exchange notes may be released without such holders' consent in specified circumstances. In particular, the security documents governing the exchange notes and our Amended and Restated ABL Credit Facility generally provide for an automatic release of all second priority liens for the benefit of the holders of the exchange notes upon the release of any first priority lien on any asset that secures our Amended and Restated ABL Credit Facility on a first-priority basis in accordance with the Amended and Restated ABL Credit Facility. As a result, the exchange notes may not continue to be secured by a substantial portion of our accounts receivable and inventory. In addition, the capital stock and other securities of any current and future subsidiary will be excluded from the collateral to the extent liens thereon would trigger reporting obligations under Rule 3-16 of Regulation S-X, which requires financial statements from any company whose securities are collateral if its book value or market value, whichever is greater, would exceed 20% of the principal amount of the exchange notes secured thereby. As of the issue date, we believe the securities of seven guarantors and our Dutch subsidiary holding company would exceed this 20% threshold. Accordingly, upon consummation of the exchange offer, a portion of their securities will be excluded from the collateral.

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        In addition, all or a portion of the collateral may be released:

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to enable the sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture that will govern the exchange notes or the Amended and Restated ABL Credit Facility, including the sale of assets in accordance with the asset sale covenant in the indenture that will govern the exchange notes and the sale of any entity in its entirety that owns or holds such collateral; and

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with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee.

        In addition, the guarantee of a guarantor will be released in connection with a sale of such subsidiary guarantor in a transaction not prohibited by the indenture or upon certain other events described in "Description of Exchange Notes." See "Description of Exchange Notes—Repurchase at the Option of Holders—Asset Sales" and "Description of Exchange Notes—Certain Covenants—Guarantees."

        The indenture will also permit us to designate one or more of our restricted subsidiaries that is a guarantor of the exchange notes as an unrestricted subsidiary. If we designate a guarantor as an unrestricted subsidiary, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the exchange notes by such subsidiary or any of its subsidiaries will be released under the indenture but not under our Amended and Restated ABL Credit Facility. Designation of a subsidiary as unrestricted will reduce the aggregate value of the collateral securing the exchange notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries.

A portion of the collateral will be subject to exceptions, defects, encumbrances, liens and other imperfections that are accepted by the lenders under our ABL Credit Facility.

        The collateral securing our ABL Credit Facility on a first priority basis will also be subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be accepted by the lenders under our ABL Credit Facility and other creditors that have the benefit of first priority liens on the ABL collateral from time to time. The collateral also will not include certain "excluded assets," such as assets securing purchase money obligations or capital lease obligations incurred in compliance with the indenture, which obligations would effectively rank senior to the exchange notes to the extent of the value of such excluded assets. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the collateral securing the exchange notes as well as the ability of the collateral agent to realize or foreclose on such collateral. The initial purchasers have not analyzed the effect of such exceptions, defects, encumbrances, liens and imperfections, and the existence thereof could adversely affect the value of the collateral securing the exchange notes as well as the ability of the collateral agent to realize or foreclose on such collateral.

We may not have the ability to raise the funds necessary to finance the change of control offer or the asset sale offer required by the indenture governing the exchange notes.

        Upon the occurrence of a "change of control", as defined in the indenture governing the exchange notes, we must offer to buy back the exchange notes at a price equal to 101% of the principal amount, together with accrued and unpaid interest, if any, to the date of the repurchase. Similarly, we must offer to buy back the exchange notes (or repay other indebtedness in certain circumstances) at a price equal to 100% of the principal amount of the exchange notes (or other debt) purchased, together with accrued and unpaid interest, if any, to the date of repurchase, with the proceeds of certain asset sales (as defined in the indenture). Our failure to purchase, or give notice of purchase of, the exchange notes would be a default under the indenture governing the exchange notes, which would also trigger a

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cross default under our ABL Credit Facility and our Senior Unsecured Loan Facility. See "Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control."

        If a change of control or asset sale occurs that would require us to repurchase the exchange notes, it is possible that we may not have sufficient assets to make the required repurchase of exchange notes or to satisfy all obligations under our ABL Credit Facility, our Senior Unsecured Loan Facility and the indenture governing the exchange notes. Our Senior Unsecured Loan Facility requires us to make an offer to prepay such loans at an offer price of 101% of the principal amount thereof upon the occurrence of a change of control (and in some cases, upon consummation of an asset sale, at an offer price of 100% of the principal amount thereof). In addition, a change of control will also trigger a default under our ABL Credit Facility. Furthermore, our ABL Credit Facility currently prohibits us from repurchasing the exchange notes if we do not satisfy a fixed charge coverage ratio test or if we do not have certain amounts of excess availability for borrowing, and the indenture currently prohibits us from repaying the debt under our Senior Unsecured Loan Facility (subject to limited exceptions). We would be required to seek a consent from the lenders under our ABL Credit Facility to engage in the repurchase required by the indenture, which could be expensive or impossible to obtain unless we satisfy such fixed charge coverage ratio test or have adequate excess availability. We would also need to obtain a consent from noteholders in order to offer to repay the debt under our Senior Unsecured Loan Facility. In order to satisfy our obligations, we could seek to refinance the indebtedness under our ABL Credit Facility, our Senior Unsecured Loan Facility and the indenture governing the exchange notes or obtain a waiver from the lenders or the holders of the exchange notes. We cannot assure you that we would be able to obtain a waiver or refinance our indebtedness on terms acceptable to us, if at all. Any failure to make the required change of control offer or asset sale offer would result in an event of default under the indenture.

Certain restrictive covenants in the indenture governing the exchange notes will be suspended if such notes achieve investment grade ratings.

        Most of the restrictive covenants in the indenture governing the exchange notes will not apply for so long as the exchange notes achieve investment grade ratings from Moody's Investors Service, Inc. and Standard & Poor's Rating Services and no default or event of default has occurred. If these restrictive covenants cease to apply, we may take actions, such as incurring additional debt or making certain dividends or distributions, that would otherwise be prohibited under the indenture. Ratings are given by these rating agencies based upon analyses that include many subjective factors. We cannot assure you that the exchange notes will achieve investment grade ratings, nor can we assure you that investment grade ratings, if granted, will reflect all of the factors that would be important to holders of the exchange notes.

State law may limit the ability of the collateral agent, the trustee and the holders of the exchange notes to foreclose on the real property and improvements included in the collateral.

        The exchange notes will be secured by, among other things, liens on owned real property and improvements located in the States of Arkansas, California, Indiana and Pennsylvania. The laws of those states may limit the ability of the collateral agent, the trustee and the holders of the exchange notes to foreclose on the improved real property collateral located in those states. Laws of those states govern the perfection, enforceability and foreclosure of mortgage liens against real property interests which secure debt obligations such as the exchange notes. These laws may impose procedural requirements for foreclosure different from and necessitating a longer time period for completion than the requirements for foreclosure of security interests in personal property. Debtors may have the right to reinstate defaulted debt (even it is has been accelerated) before the foreclosure date by paying the past due amounts and a right of redemption after foreclosure. Governing laws may also impose security first and one form of action rules, which can affect the ability to foreclose or the timing of foreclosure

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on real and personal property collateral regardless of the location of the collateral and may limit the right to recover a deficiency following a foreclosure.

        The holders of the exchange notes, the trustee and the collateral agent also may be limited in their ability to enforce a breach of the "no liens" covenant. Some decisions of state courts have placed limits on a lender's ability to accelerate debt secured by real property upon breach of covenants prohibiting the creation of certain junior liens. Lenders may need to demonstrate that enforcement is reasonably necessary to protect against impairment of the lender's security or to protect against an increased risk of default. Although the foregoing court decisions may have been preempted, at least in part, by certain federal laws, the scope of such preemption, if any, is uncertain. Accordingly, a court could prevent the trustees and the holders of the exchange notes from declaring a default and accelerating the exchange notes by reason of a breach of this covenant, which could have a material adverse effect on the ability of holders of the exchange notes to enforce the covenant.

We will in most cases have control over the collateral, and the sale of particular assets by us could reduce the pool of assets securing the exchange notes.

        The collateral documents allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral securing the exchange notes, subject to compliance with the covenants contained in the indenture governing the exchange notes. In addition, we will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, if we determine, in good faith based on advice of counsel, that under the terms of that Section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including "no action" letters or exemptive orders, all or such portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released collateral. For example, so long as no default or event of default under the indenture would result therefrom and such transaction would not violate the Trust Indenture Act, we may, among other things, without any release or consent by the applicable trustee, conduct ordinary course activities with respect to collateral, such as selling, factoring, abandoning or otherwise disposing of collateral and making ordinary course cash payments (including repayments of indebtedness). With respect to such releases, we must deliver to the notes collateral agent, from time to time, officers' certificates to the effect that all releases and withdrawals during the preceding six-month period in which no release or consent of the notes collateral agent was obtained in the ordinary course of our business were not prohibited by the indenture. See "Description of Exchange Notes."

The rights of holders of exchange notes to the collateral securing the exchange notes may be adversely affected by the failure to perfect security interests in the collateral and other issues generally associated with the realization of security interests in collateral.

        Applicable law requires that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens on the collateral securing the exchange notes may not be perfected with respect to the claims of the exchange notes if the collateral agent is not able to take the actions necessary to perfect any of these liens. There can be no assurance that the collateral agent will continue to take all actions necessary to retain its priority and perfect these liens in the future. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest, such as real property, can only be perfected at the time such property and rights are acquired and identified and additional steps to perfect in such property and rights are taken. We have limited obligations to perfect the security interest of the holders of the exchange notes in specified collateral. Although the indenture governing the exchange notes will contain customary further assurance provisions, there can be no assurance that the collateral agent for the exchange notes will monitor, or that we will inform such collateral agent of, the future acquisition of property and rights that constitute collateral, and that the

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necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the exchange notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the exchange notes against third parties.

        In addition, the security interest of the collateral agent will be subject to practical challenges generally associated with the realization of security interests in collateral. For example, the collateral agent may need to obtain the consent of third parties and make additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders of the exchange notes will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that we or the collateral agent will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the collateral agent may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

        Additionally, we are not required under the ABL Credit Facility and the security documents to create or perfect liens in assets where the agent under the ABL Credit Facility and us agree that such creation or perfection would be considered excessive in view of the benefits obtained therefrom by the lenders under our ABL Credit Facility.

The existence or imposition of certain permitted liens could adversely affect the value of the notes collateral.

        The collateral securing the exchange notes will be subject to liens permitted under the terms of the indenture governing the exchange notes. The existence of any permitted liens could adversely affect the value of the notes collateral as well as the ability of the collateral agent for the exchange notes to realize or foreclose on such collateral. The notes collateral that will secure the exchange notes may also secure our and the guarantors' future indebtedness and other obligations to the extent permitted by the indenture governing the exchange notes and the security documents. Your rights to the notes collateral would be diluted by any increase in the indebtedness secured by the notes collateral.

In the event of our bankruptcy, the ability of the holders of the exchange notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

        The ability of holders of the exchange notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of our bankruptcy. Under federal bankruptcy law, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval, which may not be given. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to use and expend collateral, including cash collateral, and to provide liens senior to the liens of the collateral agent for the exchange notes to secure indebtedness incurred after the commencement of a bankruptcy case, provided that the secured creditor either consents or is given "adequate protection." "Adequate protection" could include cash payments or the granting of additional security, if and at such times as the presiding court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case, the use of collateral (including cash collateral) and the incurrence of such senior indebtedness. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the exchange notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the exchange notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on any pari passu debt secured by the common collateral, the indebtedness under the exchange

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notes would be "undersecured" and the holders of the exchange notes would have unsecured claims as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys' fees on undersecured indebtedness during the debtor's bankruptcy case.

The value of the collateral securing the exchange notes may not be sufficient to secure post-petition interest. Should our obligations under the exchange notes equal or exceed the fair market value of the collateral securing the exchange notes, the holders of the exchange notes may be deemed to have an unsecured claim.

        In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding involving the Company or the guarantors, holders of the exchange notes will be entitled to post-petition interest under the U.S. Bankruptcy Code only if the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the exchange notes may be deemed to have an unsecured claim if our obligation under the exchange notes equals or exceeds the fair market value of the collateral securing the exchange notes. Holders of the exchange notes that have a security interest in the collateral with a value equal to or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. Bankruptcy Code. Any future bankruptcy trustee, the debtor-in-possession or competing creditors could possibly assert that the fair market value of the collateral with respect to the exchange notes on the date of the bankruptcy filing was less than the then-current principal amount of the exchange notes. Upon a finding by a bankruptcy court that the exchange notes are under- collateralized, the claims in the bankruptcy proceeding with respect to the exchange notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of holders of the exchange notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the exchange notes to receive other "adequate protection" under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest were made at the time of such a finding of under-collateralization, such payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to exchange notes. No appraisal of the fair market value of the collateral securing the exchange notes was prepared in connection with the offering of the outstanding notes and, therefore, the value of the collateral agent's interests in the collateral may not equal or exceed the principal amount of the exchange notes. We cannot assure you that there will be sufficient collateral to satisfy our and the guarantors' obligations under the exchange notes.

The waiver in the intercreditor agreement of rights of marshaling may adversely affect the recovery rates of holders of the exchange notes in a bankruptcy or foreclosure scenario.

        The exchange notes and the guarantees will be secured on a junior basis by the ABL collateral. The intercreditor agreement provides that, at any time that obligations that have the benefit of the first-priority liens on the ABL collateral are outstanding, the holders of the exchange notes, the trustee under the indenture governing the exchange notes and the collateral agent for the exchange notes may not assert or enforce any right of marshaling accorded to a junior lienholder, as against the holders of such indebtedness secured by first-priority liens on the ABL collateral. Without this waiver of the right of marshaling, holders of such indebtedness secured by first-priority liens on the ABL collateral would likely be required to liquidate collateral on which the exchange notes did not have a lien, if any, prior to liquidating the ABL collateral, thereby maximizing the proceeds of the ABL collateral that would be available to repay our obligations under the exchange notes. As a result of this waiver, the proceeds of sales of the ABL collateral could be applied to repay any indebtedness secured by first-priority liens on the ABL collateral before applying proceeds of other collateral securing indebtedness, and the holders of the exchange notes may recover less than they would have if such proceeds were applied in the order most favorable to the holders of the exchange notes.

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The collateral may not be valuable enough to satisfy all the obligations secured by such collateral and may be diluted under certain circumstances.

        The exchange notes and related guarantees will be secured, subject to certain exceptions, by a first priority lien on the notes collateral and a second priority lien on the ABL collateral. Such collateral may be shared with our future creditors. The actual value of the notes collateral at any time will depend upon market and other economic conditions. The exchange notes will also be secured on a second-priority lien basis (subject to certain exceptions) by substantially all of our and the guarantors' accounts receivable and inventory and cash and proceeds and products of the foregoing and certain assets related thereto.

        Our ABL Credit Facility is secured on a first-priority lien basis by the ABL collateral and on a junior basis by the notes collateral. The ABL collateral may be shared with out future creditors subject to limitations. Although the holders of obligations secured by first-priority liens on the ABL collateral and the holders of obligations secured by second-priority liens on the ABL collateral, including the exchange notes, will share in the proceeds of certain of the ABL collateral, the holders of obligations secured by first-priority liens on the ABL collateral will be entitled to receive proceeds from any realization of the ABL collateral to repay the obligations held by them in full before the holders of the exchange notes and the holders of any other obligations secured by second-priority liens on the ABL collateral receive any such proceeds.

        In addition, the asset sale covenant and the definition of asset sale in the indenture governing the exchange notes have a number of significant exceptions pursuant to which we will be able to sell notes collateral without being required to reinvest the proceeds of such sale into assets that will comprise notes collateral or to make an offer to the holders of the exchange notes to repurchase the exchange notes.

        As of July 1, 2011, we had $375.0 million of notes outstanding, $122.6 million outstanding under our Senior Unsecured Loan Facility, $25.9 million of indebtedness outstanding under our ABL Credit Facility, with approximately $40.2 million of additional commitments under the ABL Credit Facility (subject to a borrowing base). All indebtedness under our ABL Credit Facility is secured by first-priority liens on the ABL collateral. In addition, under the terms of the indenture governing the exchange notes, we may incur additional indebtedness and grant certain additional liens on any property or asset that constitutes ABL collateral on a first priority basis. Any grant of additional liens on the ABL collateral, in which the exchange notes have a second-priority lien, would further dilute the value of such liens.

        The value of the pledged assets in the event of a liquidation will depend upon market and economic conditions, the availability of buyers and similar factors. No independent appraisals of any of the pledged property were prepared by or on behalf of us in connection with the offering of the outstanding notes. If the proceeds of any sale of the pledged assets were not sufficient to repay all amounts due on the exchange notes, the holders of the exchange notes (to the extent their exchange notes were not repaid from the proceeds of the sale of the pledged assets) would have only an unsecured claim against our remaining assets. By their nature, some or all of the pledged assets, particularly those assets in which the exchange notes have a first-priority security interest, may be illiquid and may have no readily ascertainable market value. Likewise, the pledged assets may not be saleable or, if saleable, there may be substantial delays in their liquidation. To the extent that liens, rights and easements granted to third parties encumber assets located on property owned by us or constitute subordinate liens on the pledged assets, those third parties may have or may exercise rights and remedies with respect to the property subject to such encumbrances (including rights to require marshalling of assets) that could adversely affect the value of the pledged assets located at that site and the ability of the collateral agent to realize or foreclose on the pledged assets at that site.

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        In addition, the indenture governing the exchange notes permits us to issue additional secured debt, including debt secured prior to or equally and ratably with the same assets pledged for the benefit of the holders of the exchange notes. This could reduce amounts payable to holders of the exchange notes from the proceeds of any sale of the collateral.

        Subject to the ABL Collateral Agent's rights with respect to ABL Collateral, the right to take actions with respect to the collateral pursuant to the intercreditor agreements, including directing the collateral agent, resides with the authorized representative of the holders of the largest outstanding principal amount of indebtedness secured by a notes-priority lien on the collateral. If we issue additional notes priority debt in the future in a greater principal amount than the notes, then the authorized representative for that debt would be able to exercise rights under the intercreditor agreements, rather than the authorized representative for the exchange notes.

The collateral securing the exchange notes is subject to casualty risks.

        We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the collateral, the insurance proceeds may not be sufficient to satisfy payment of the exchange notes.

Pledges of equity interests in foreign restricted subsidiaries directly owned by us or a guarantor may not constitute collateral for the repayment of the exchange notes because such pledges will not be perfected pursuant to foreign law pledge documents.

        Part of the security for the repayment of the exchange notes consists of a pledge of 65% of the capital stock of foreign restricted subsidiaries directly owned by us or a guarantor. Although such pledges of capital stock are granted under U.S. security documents, it may be necessary or desirable to perfect such pledges under foreign law pledge documents. We will not be required to provide such foreign law pledge documents. We cannot assure you that all such pledges will be effected and perfected under applicable foreign laws. Unless and until such pledges of equity interests are properly perfected, they may not constitute collateral for the repayment of the exchange notes.

Federal and state statutes allow courts, under specific circumstances, to void the exchange notes, the guarantees and the security interests, subordinate claims in respect of the exchange notes, the guarantees and the security interests and/or require holders of the exchange notes to return payments received.

        If we or any guarantor become a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, under federal or state fraudulent transfer law, a court may void, subordinate or otherwise decline to enforce the exchange notes, the guarantees and/or the security interests. A court might do so if it found that when we issued the notes or the guarantor entered into its guarantee or when we or the guarantor granted a security interest, or in some states when payments became due under the exchange notes or the guarantees, we or the guarantor received less than reasonably equivalent value or fair consideration and either:

•

was insolvent or rendered insolvent by reason of such incurrence; or

•

was left with inadequate capital to conduct its business; or

•

believed or reasonably should have believed that it would incur debts beyond its ability to pay; or

•

was a defendant in an action for money damages, or had a judgment for money damages docketed against it, if in either case, after final judgment, the judgment was unsatisfied.

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        The court might also void an issuance of notes or a guarantee without regard to the above factors, if the court found that we issued the exchange notes or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors.

        A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the exchange notes or its guarantee or the security interests, if we or a guarantor did not substantially benefit directly or indirectly from the issuance of the exchange notes. If a court were to void the issuance of the exchange notes or guarantees you would no longer have any claim against us or the applicable guarantor or, with respect to the security interests, a claim with respect to the related collateral. Sufficient funds to repay the exchange notes may not be available from other sources, including the remaining obligors, if any. In addition, the court might direct you to repay any amounts that you already received from us or a guarantor.

        In addition, any payment by us pursuant to the exchange notes made at a time we were found to be insolvent could be voided and required to be returned to us or to a fund for the benefit of our creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give the creditors more than such creditors would have received in a distribution under Title 11 of the United States Code, as amended (the "Bankruptcy Code").

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

•

if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the exchange notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

        In addition, although each guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantors from being voided under fraudulent transfer laws, or may reduce that guarantor's obligation to an amount that effectively makes its guarantee of limited value or worthless.

        Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the exchange notes to the claims of other creditors under the principle of equitable subordination, if the court determines that: (i) the holder of the exchange notes engaged in some type of inequitable conduct to the detriment of other creditors; (ii) such inequitable conduct resulted in injury to our other creditors or conferred an unjust advantage upon the holder of the exchange notes; and (iii) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

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Any future note guarantees or additional liens on collateral could also be avoided by a trustee in bankruptcy.

        The indenture governing the exchange notes provides that certain of our future subsidiaries will guarantee the exchange notes and secure their note guarantees with liens on their assets. The indenture governing the exchange notes also requires us and the guarantors to grant liens on certain assets that they acquire after the notes are issued. Any future note guarantee or additional lien in favor of the collateral agent for the benefit of the holders of the exchange notes might be avoidable by the grantor (as debtor-in-possession) or by its trustee in bankruptcy or other third parties if certain events or circumstances exist or occur. For instance, if the entity granting the future note guarantee or additional lien were insolvent at the time of the grant and if such grant was made within 90 days before that entity commenced a bankruptcy proceeding (or one year before commencement of a bankruptcy proceeding if the creditor that benefited from the note guarantee or lien is an "insider" under the Bankruptcy Code), and the granting of the future note guarantee or additional lien enabled the holders of the exchange notes to receive more than they would if the grantor were liquidated under chapter 7 of the Bankruptcy Code, then such note guarantee or lien could be avoided as a preferential transfer.

There is no established trading market for the exchange notes. If an actual trading market does not develop for the exchange notes, you may not be able to resell them quickly, for the price that you paid or at all.

        The exchange notes will constitute a new issue of securities and there is no established trading market for the exchange notes. We do not intend to apply for the exchange notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation systems. The initial purchasers of the outstanding notes have advised us that they intend to make a market in the exchange notes, but they are not obligated to do so. Each initial purchaser may discontinue any market making at any time, in its sole discretion. In addition, market making activity may be limited during the pendency of the exchange offer. As a result, we cannot assure you as to the liquidity of any trading market for the exchange notes.

        We also cannot assure you that you will be able to sell your exchange notes at a particular time or at all, or that the prices that you receive when you sell them will be favorable. If no active trading market develops, you may not be able to resell your exchange notes at their fair market value, or at all. The liquidity of, and trading market for, the exchange notes may also be adversely affected by, among other things:

•

the number of holders of the exchange notes;

•

prevailing interest rates;

•

our operating performance and financial condition;

•

the prospects for companies in our industry generally;

•

the interest of securities dealers in making a market; and

•

the market for similar securities.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices of securities similar to the exchange notes. It is possible that the market for the exchange notes, will be subject to disruptions. Any disruptions may have a negative effect on holders, regardless of our prospects and financial performance.

You may have difficulty selling the outstanding notes that you do not exchange.

        If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your outstanding notes described in the legend on your outstanding notes. The restrictions on transfer of your outstanding notes arise because we

50

issued the outstanding notes under exemptions from, or in transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except as required by the registration rights agreement, we do not intend to register the outstanding notes under the Securities Act. The tender of outstanding notes under the exchange offer will reduce the principal amount of the currently outstanding notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any currently outstanding notes that you continue to hold following completion of the exchange offer. See "The Exchange Offer—Consequences of Failure to Exchange Outstanding Notes."

Risks Related to the Exchange Offer

You must comply with the exchange offer procedures in order to receive new, freely tradable exchange notes.

        We will not accept your outstanding notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your outstanding notes. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your outstanding notes, letter of transmittal and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your outstanding notes, we will not accept your outstanding notes for exchange. Neither we nor the exchange agent is required to notify you of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of outstanding notes, we will not accept your outstanding notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

Any outstanding notes that are outstanding after the consummation of the exchange offer will continue to be subject to existing transfer restrictions, and the holders of outstanding notes after the consummation of the exchange offer may not be able to sell their outstanding notes.

        We did not register the outstanding notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer. As a result, outstanding notes that are not tendered or that are tendered but not accepted for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the registration rights agreement will terminate. If you continue to hold outstanding notes after the exchange offer, you may be unable to sell the outstanding notes because there will be fewer outstanding notes outstanding. See "The Exchange Offer—How to Tender Outstanding Notes for Exchange" and "The Exchange Offer—Consequences of Failure to Exchange Outstanding Notes."

Some holders who exchange their outstanding notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

        If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward- looking statements. Our forward-looking statements include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of operating as a public company, our capital programs and environmental expenditures. These statements involve known and unknown risks, uncertainties and other factors, including the factors described under "Risk Factors," that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things:

•

the cyclical nature of the markets we serve;

•

the general level of economic activity;

•

the loss or reduction of purchases by key customers;

•

consolidation of purchasing power among our customers;

•

the supply and price levels of essential raw materials, particularly aluminum and steel;

•

risks associated with the manufacturing process due to operating hazards and interruptions, including unscheduled maintenance or downtime;

•

risks associated with higher energy costs and the risk of disruptions in energy suppliers;

•

the adequacy of our insurance coverage;

•

our ability to effectively compete in the markets we serve;

•

the integrity of our information systems;

•

seasonal effects on our customers' purchasing activity;

•

adverse weather conditions;

•

our ability to adequately protect our intellectual property rights and successfully defend against third-party claims of intellectual property infringement;

•

the effect of product liability or warranty claims against us;

•

environmental, health and safety laws and regulations;

•

our significant indebtedness, and our ability to incur additional debt in the future;

•

our ability to remain compliant under the agreements governing our indebtedness;

•

our ability to refinance our indebtedness or generate sufficient cash to service all of out indebtedness;

•

restrictions under our existing or future debt agreements that limit our operations;

•

exposure to adjustments in interest rates;

•

declines in our credit and debt ratings;

•

instability in the capital and credit markets;

•

the risks of doing business in foreign countries;

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•

fluctuations in foreign currency exchange rates;

•

exposure to U.S. and foreign anti-corruption laws and economic sanctions programs;

•

state, local and non-U.S. taxes and fluctuations in our tax obligations and effective tax rate;

•

adverse effects of foreign taxation;

•

adverse changes to accounting rules or regulations;

•

the success of our acquisitions or divestitures;

•

our ability to attract and retain qualified management and key personnel;

•

labor and work stoppages;

•

the effects of inflation on our business;

•

the potential for future impairment of our goodwill or other intangible assets; and

•

global or regional catastrophic events.

        You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs, forward- looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except to the extent required by law, rule or regulation.

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table presents our ratio of earnings to fixed charges for the periods indicated. For purposes of computing the ratio of earnings to fixed charges, "earnings" consist of income (loss) from continuing operations before income tax provision (benefit). Fixed charges consist of interest expense, including amortization of debt issuance costs and interest capitalized and the interest portion of rental expense.

	For the Six Months Ended July 1, 2011		For the Six Months Ended July 2, 2010		For the Year Ended December 31, 2010		For the Year Ended December 25, 2009		For the Year Ended December 26, 2008			For the Year Ended December 28, 2007		For the Year Ended December 29, 2006
Ratio of earnings to fixed charges		0.64x		0.29x		0.25x		0.01x		(3.77	)x		0.48x		0.91x

        Earnings were insufficient to cover fixed charges for each period presented in the following table:

	For the Six Months Ended July 1, 2011		For the Six Months Ended July 2, 2010		For the Year Ended December 31, 2010		For the Year Ended December 25, 2009		For the Year Ended December 26, 2008		For the Year Ended December 28, 2007		For the Year Ended December 29, 2006
	(in thousands)
Fixed charges in excess of earnings	$	10,715	$	26,518	$	52,849	$	85,595	$	539,272	$	45,766	$	7,217

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USE OF PROCEEDS

        The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer and we have agreed to pay the expenses of the exchange offer. In exchange for each of the exchange notes, we will receive outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer. Accordingly, issuance of the exchange notes will not result in any increase in our outstanding indebtedness or any change in our capitalization.

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CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents and capitalization as of July 1, 2011. You should read this table in conjunction with "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated financial statements and related notes included elsewhere in this prospectus.

			As of July 1, 2011
			Actual
			(in millions)
Cash and cash equivalents			$	11.9
Debt (including current portion):
	ABL Credit Facility(1)			25.9
	Outstanding notes			375.0
	Senior Unsecured Loan Facility			122.6
		Total debt		523.5
Total shareholders' equity				5.5
Total capitalization			$	529.0

(1)

As of July 1, 2011, we had availability of $40.2 million under the ABL Credit Facility.

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SELECTED CONSOLIDATED FINANCIAL DATA

        The selected consolidated financial data presented below under the caption Statement of Operations Data for the fiscal years ended December 31, 2010, December 25, 2009, December 26, 2008, and the selected consolidated financial data presented below under the caption Balance Sheet Data as of December 31, 2010 and December 25, 2009, are derived from our consolidated financial statements included elsewhere in this prospectus which have been audited by Ernst & Young LLP, independent registered public accounting firm. The selected consolidated financial data presented below under the caption Statement of Operations Data for the fiscal year ended December 28, 2007, and the selected consolidated financial data presented below under the caption Balance Sheet Data as of December 26, 2008 and December 28, 2007, are derived from our consolidated financial statements not included in this prospectus which have been audited by Ernst & Young LLP, independent registered public accounting firm. The selected historical financial data presented below under the caption Statement of Operations Data for the fiscal year ended December 29, 2006 and the selected consolidated financial data presented below under the caption Balance Sheet Data as of December 29, 2006 has been derived from our unaudited consolidated financial statements not included in this prospectus. The selected historical financial data presented below under the caption Statement of Operations Data for the six months ended July 1, 2011 and July 2, 2010, and the selected consolidated financial data presented below under the caption Balance Sheet Data as of July 1, 2011 and July 2, 2011, have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial information set forth below has been prepared on the same basis as our audited consolidated financial statements and includes all adjustments, consisting of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods. The financial data set forth in this table are not necessarily indicative of our future results of operations and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus and the

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information under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

	As of and for the
	Six months ended July 1, 2011(1)			Six months ended July 2, 2010(1)			Year ended December 31, 2010(1)			Year ended December 25, 2009(1)			Year ended December 26, 2008(1)			Year ended December 28, 2007(1)			Year ended December 29, 2006(1)
	(Unaudited)			(Unaudited)															(Unaudited)
	(in thousands)
Statement of Operations Data:
Net sales	$	467,237		$	442,260		$	883,700		$	812,055		$	1,173,493		$	1,245,631		$	1,140,417
Cost of goods sold (excluding depreciation and amortization)		386,731			360,447			732,451			675,126			1,009,392			1,052,838			941,426
Gross profit		80,506			81,813			151,249			136,929			164,101			192,793			198,991
Selling and general (excluding depreciation and amortization)		51,179			47,914			93,581			90,603			110,608			101,189			90,793
Multiemployer pension withdrawal expense		1,200			—			—			—			—			—			—
Depreciation and amortization		18,746			18,323			38,700			39,721			55,348			57,590			52,689
Debt restructuring and forbearance expenses		—			—			—			14,506			3,798			—			—
Goodwill and other impairments		—			—			—			3,516			401,376			—			—
Income (loss) from operations		9,381			15,576			18,968			(11,417	)		(407,029	)		34,014			55,509
Interest expense		(28,752	)		(36,251	)		(68,333	)		(84,204	)		(109,527	)		(84,923	)		(74,675	)
Gain on extinguishment of debt		—			—			—			8,723			—			—			—
Other income (loss), net		8,656			(5,843	)		(3,484	)		1,303			(22,716	)		5,143			11,949
Loss from continuing operations before income taxes		(10,715	)		(26,518	)		(52,849	)		(85,595	)		(539,272	)		(45,766	)		(7,217	)
Provision (benefit) for income taxes		(258	)		(3,699	)		(14,461	)		(1,297	)		(61,078	)		(2,529	)		(3,374	)
Loss from continuing operations		(10,457	)		(22,819	)		(38,388	)		(84,298	)		(478,194	)		(43,237	)		(3,843	)
Loss from discontinued operations, net of tax		—			(116	)		(152	)		(1,330	)		(22,413	)		(6,194	)		(1,830	)
Net loss	$	(10,457	)	$	(22,935	)	$	(38,540	)	$	(85,628	)	$	(500,607	)	$	(49,431	)	$	(5,673	)
Balance Sheet Data:
Cash and cash equivalents	$	11,903		$	31,777		$	24,902		$	69,944		$	48,658		$	8,272		$	16,425
Working capital(2)		121,834			130,758			120,476			163,393			167,849			138,828			217,296
Total assets		738,844			725,237			666,890			758,626			841,966			1,423,648			1,440,062
Total debt, including current portion		523,522			524,465			503,169			525,319			884,740			812,401			807,849
Total shareholders' equity (deficit)		5,451			13,468			9,831			47,060			(259,282	)		273,771			320,245

(1)

Our fiscal year ends on the last Friday in December of each calendar year. Our fiscal year ended December 31, 2010 is based on a 53 week period. Our fiscal years ended December 25, 2009, December 26, 2008, December 28, 2007 and December 29, 2006 are based on a 52 week period. Additionally, our interim reporting is based on a 13 week quarterly closing calendar with a fiscal year-end on the last Friday in the month of December. The six month period ended July 1, 2011 includes 26 weeks compared to 27 weeks for the six month period ended July 2, 2010.

(2)

We define working capital as current assets less current liabilities.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including, but not limited to, those set forth under "Risk Factors," "Cautionary Statement Regarding Forward-Looking Statements" and elsewhere in this prospectus. All significant intercompany accounts and transactions have been eliminated in consolidation. We operate on a 52 or 53 week fiscal year ending on the last Friday in December. Our fiscal years consisted of 53 weeks for the year ended December 31, 2010 and 52 weeks for each of the years ended December 25, 2009 and December 26, 2008. Additionally, our interim reporting is based on a 13 week quarterly closing calendar with a fiscal year-end on the last Friday in the month of December. The six month period ended July 1, 2011 includes 26 weeks compared to 27 weeks for the six month period ended July 2, 2010.

        Our MD&A includes the following sections:

•

Overview and Executive Summary provides an overview of our business.

•

History discusses the history of our organization and recent restructuring activity.

•

Results of Operations provides an analysis of our financial performance and results of operations for the six months ended July 1, 2011 and July 2, 2010, fiscal 2010 compared to fiscal 2009 and fiscal 2009 compared to fiscal 2008.

•

Liquidity and Capital Resources provides an overview of our financing, capital expenditures, cash flows and contractual obligations.

•

Critical Accounting Policies provides a discussion of our accounting policies that require critical judgment, assumptions and estimates.

•

Recently Adopted Accounting Pronouncements provides a brief description of significant accounting standards which were adopted during the periods presented.

•

Quantitative and Qualitative Disclosures About Market Risk discusses market risks we face from changes in interest rates, currency exchange rates and commodity prices.

Overview and Executive Summary

        We are a leading international producer of metal and vinyl products sold to building products and recreational vehicle (RV) markets primarily in North America and Europe. We are a leader in several niche product categories, including preformed roof-drainage products sold in the U.S., metal roofing and siding for wood frame construction in the U.S., and aluminum siding for towable RVs in the U.S. and Europe. Sales to the building products and RV markets accounted for approximately 73% and 15% of our 2010 net sales, respectively.

        Our customers are located predominantly throughout North America and Europe and include distributors, contractors and home improvement retailers, as well as RV, transportation and other original equipment manufacturers, or OEMs. We have extensive in-house manufacturing and distribution capabilities for our more than 10,000 unique products and operate through a network consisting of 41 facilities, including 33 located in the U.S., two in Canada and six in Europe. We have over 50 years of experience manufacturing building products and RV exterior components, including our time as a division of our former parent, Alumax Inc., or Alumax, a fully integrated aluminum producer acquired by Alcoa Inc. in 1998. We have operated as an independent company since 1996 when our division was acquired in a management-led buyout.

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        The following charts show our net sales by end market, business segment and geography during the year ended December 31, 2010:

Net Sales by End Market	Net Sales by Business Segment	Net Sales by Geography

        For the year ended December 31, 2010, we had total net sales of approximately $884 million, a net loss of approximately $39 million, and Adjusted EBITDA of approximately $69 million, which represent increases of 9% in net sales and 20% in Adjusted EBITDA as compared to the year ended December 25, 2009. We believe these improved results are indicative of a modest recovery in our business following the global economic downturn. For comparison, our net sales and Adjusted EBITDA, excluding pro forma amounts for acquired businesses, were approximately $1.1 billion and $115 million, respectively, for the year ended December 29, 2006, the last full year before the economic downturn. For a reconciliation of net income (loss) to Adjusted EBITDA, see footnote 3 in "Summary Consolidated Financial Information."

        Our operating performance is primarily affected by the strength of demand for residential and non-residential building materials as well as, to a lesser extent, recreational vehicles in the United States and Western Europe. In 2010, our net sales increased as a result of modest recovery in the residential and RV markets as well as successful new business development initiatives. These increases, despite a decline in sales to U.S. non-residential markets, drove an 8.8% net sales increase, which contributed to a $30.9 million increase in income from operations in 2010 compared to 2009. Improvement in 2010 follows results in 2009 and 2008 that reflected the challenging market conditions affected by a recessionary economic environment and high levels of unemployment. The prolonged financial market and economic turmoil of 2008 and 2009 caused a significant downturn in the key markets we serve, including the residential repair and remodel, non-residential construction, and RV industries. The decline in consumer spending for residential repair, remodel and maintenance activity significantly impacted our sales to contractors, distributors and home improvement retailers, and sales of non-residential products in our U.S. Non-Residential Building Products segment dropped dramatically during 2009 due to lower levels of consumer confidence, credit availability, disposable income and commercial construction. In addition, the U.S. towable RV market suffered a 29% decline in shipments in 2008 and an additional 27% decline in 2009.

        To address these challenges, during 2008, 2009 and 2010 we focused on achieving greater operational effectiveness and undertook significant cost cutting measures to improve our operating results. From January 2008 to July 2011, we reduced the number of manufacturing facilities that we operate from 70 to 41. In addition, we effected work force reductions to adjust our production to lower levels of market demand and to realize permanent savings related to a more efficient, centralized organizational structure. An increase in our gross margin from 14.0% in 2008 to 17.1% in 2010

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provides evidence of the cost reductions we have achieved. Accordingly, we believe we are well positioned to benefit from further recovery in the markets that we serve.

Key Factors Affecting our Business

        Niche Product Offering.    Many of our products address a niche within broader markets, such as preformed roof-drainage products, vinyl windows for UK holiday homes and the Western United States market, metal roofing and siding for wood frame construction and aluminum siding for RVs and holiday homes. Because our products occupy a niche role, the levels of activity in our end markets do not maintain a strict correlation to broader economic indicators and may not improve or decline commensurately with fluctuations in general economic conditions.

        Market Factors Affecting Product Demand.    Our sales are particularly affected by the drivers of activity in our end-markets, which are beyond our control. Demand for our residential building products is primarily affected by residential repair and remodel activity, which depends upon the availability of home equity and consumer financing, the turnover and aging of housing stock, wear and tear (including weather damage), consumer sentiment, and, in the case of our vinyl window products, consumer interest in energy efficiency. Demand for our non-residential building products is affected by consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends. Demand for our RV products is affected by, among other things, consumer discretionary spending levels, availability of consumer lending and gas prices.

        Aluminum and Steel Prices.    Historically, over 70% of our raw material costs consist of the cost of aluminum and steel raw materials. Aluminum and steel prices are highly volatile. Historically we have sought to pass raw material price increases and decreases on to our customers. However, due to the volatility in aluminum and steel pricing, our net sales and cost of goods sold can fluctuate significantly despite little or no change in the volume of our shipments. Also, in periods of rapidly declining aluminum and steel prices, we may place orders for raw materials at higher prices for particular customers who become unable to buy our product due to adverse economic conditions, resulting in potential losses. As a result, our results from quarter to quarter can be significantly affected by aluminum and steel prices. We do not engage in hedging activities intended to manage long-term risks related to movements in market prices of steel and aluminum raw materials.

        Competition.    The end-markets in which we compete are highly competitive. Competitive factors in our industry include, among others, changes in market penetration, increased price competition, the introduction of new products and technology by existing and new competitors, changes in marketing, product diversity, sales and distribution and the ability to supply products to customers in a timely manner. Branding is not a significant factor in the sales of most of our products to the end user and the barriers to entry resulting from product branding are therefore lower.

        Exchange Rates.    Our financial position, results of operations and cash flows can be affected by changes in exchange rates (primarily the Euro, British pound sterling and Canadian dollar). Weakening or strengthening of these foreign currencies relative to the U.S. dollar will reduce or increase, respectively, amounts recorded in our consolidated financial statements related to our foreign operations. We have historically entered into currency agreements and interest rate agreements with major banking institutions as part of a risk-management strategy to reduce the impact to us of exchange rate and interest rate fluctuations. See "—Quantitative and Qualitative Disclosures About Market Risk."

        Seasonality.    Our sales have historically been seasonal, with the second and third quarters accounting for the highest sales volumes. First and fourth quarter sale volumes are generally lower primarily due to reduced repair and remodel activity and reduced activity in the building and

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construction industry as a result of colder and more inclement weather in our geographic end markets, as well as customer plant shutdowns in the RV and automotive industries during holidays and model changeovers.

History

Origin as an Independent Company

        Prior to 1996, our business was a division of our former parent, Alumax. Our inception as an independent company was the result of a management-led buyout on September 25, 1996, when our former holding company purchased, through its wholly owned subsidiaries, all of the issued and outstanding capital stock of Alumax's subsidiaries which operated a portion of Alumax's fabricated products business. On June 12, 2003, Citigroup Venture Capital Equity Partners, L.P. ("CVCEP") and its affiliates acquired a majority of our common stock with management of CVCEP and directors and management of our company holding the remaining shares.

The Acquisition by the Equity Sponsors

        On June 29, 2005, we were acquired by private equity funds affiliated with Goldman, Sachs & Co. and certain members of our senior management (the "Acquisition"). The aggregate purchase price paid for all of our common stock (including shares of common stock issuable upon the exercise of options) in connection with the Acquisition was $1,038.0 million, excluding fees and related expenses, less outstanding debt, net of cash and cash equivalents, and certain transaction expenses. In connection with the Acquisition, our then-existing equity sponsors made an equity contribution of $311.3 million and management rolled over approximately $20.7 million of equity (which included a rollover of $11.1 million of fully vested and exercisable options). In addition, we incurred $750.0 million of debt to finance the Acquisition.

Restructuring

        On June 29, 2009, we, our then-existing equity sponsors, our lenders and management shareholders agreed to a restructuring of indebtedness owed to lenders under our then-existing first and second lien credit agreements and of amounts owed to counterparties to our existing interest rate swaps (the "Restructuring"). Under the terms of the Restructuring, the lenders cancelled 100% of amounts owed under our second lien credit agreement, consisting of principal and accrued interest of $191 million and $12 million, respectively, in exchange for 100% of the issued and outstanding common stock of our parent Euramax Holdings, Inc. as of the date of the Restructuring. The common stock was issued to lenders in proportion to their holdings of the second lien loans immediately prior to the Restructuring. Our then-existing equity sponsors lost all of their equity investment in us. See "—Liquidity and Capital Resources" for additional information regarding the Restructuring.

Recent Initiatives

        Since the second quarter of 2008, we have worked to operate a more efficient, lower cost business. Between January 2008 and July 2011, we closed 30 facilities representing approximately 27% of our square footage devoted to U.S. manufacturing and distribution. These closures eliminated redundant and less profitable or unprofitable facilities while reducing supervisory and administrative personnel. Beginning in June 2008, we centralized the implementation and execution of our lean manufacturing initiatives and related integrated sales and operations planning. We have also invested in a market leading enterprise resource planning, or ERP, system that we have implemented within our U.S. Non-Residential Building Products segment, our U.S. Residential Building Products segment and our corporate offices. We expect to deploy this system in our remaining U.S. segment within the next two years. Further, we have undertaken a significant number of initiatives to improve our freight and

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logistics productivity and reduce our shipping costs. Recent improvements reflect the results of our ongoing initiatives to centralize our management controls, rationalize our operating structure and implement best practices to improve our manufacturing culture.

Results of Operations

        Our financial performance is affected by, among other factors, underlying trends in the United States and Europe that influence demand for products sold to residential repair and remodeling, non-residential construction and RV markets.

•

Our building products sold for residential repair and remodeling include roof drainage products, vinyl windows, patios and awnings, and doors. Projects that utilize many of our roof drainage repair and remodeling products are often low cost activities that are necessary to prevent home damage as a result of wear and tear or weather damage. Roof drainage repair projects are often low cost and non-discretionary in nature. Repair and remodeling activity related to products other than roof drainage are typically higher cost and driven by turnover and aging of housing stock, consumer sentiment, availability of home equity and consumer financing and, in the case of our vinyl window products, consumer interest in energy efficiency.

•

Our building products sold for non-residential construction include, in the United States, light gauge steel and aluminum roofing and siding panels, trim and hardware and, in Europe, the Middle East and Asia, roll coated aluminum coil and sheet. Demand for these products is driven by consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends.

•

Our products sold for the RV market include siding, roofing and doors. Demand for these RV products is driven by trends in disposable income, interest rates and general economic conditions, as well as similar demographic trends relating to the increased proportion of the United States and European population in the 55 through 74 year old age group, who serve as an important source of demand for our RV products.

        Our sales have historically been seasonal, with the second and third quarters accounting for higher sales volumes and profitability. Our working capital needs are typically at their highest during these periods. See "Risk Factors—Risks Related to Our Business—Our business is subject to seasonality, with our highest sales volumes historically occurring during our second and third quarters."

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        The following table sets forth our statements of operations data expressed as a percentage of net sales:

		Six months ended July 1, 2011			Six months ended July 2, 2010			Year ended December 31, 2010			Year ended December 25, 2009			Year ended December 26, 2008
Statement of Earnings Data:
Net sales			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Costs and expenses:
	Cost of goods sold (excluding depreciation and amortization)		82.8	%		81.5	%		82.9	%		83.1	%		86.0	%
	Selling and general (excluding depreciation and amortization)		11.0	%		10.8	%		10.6	%		11.2	%		9.4	%
	Multiemployer pension withdrawal expense		0.2	%		—			—			—			—
	Debt restructuring and forbearance expenses		—			—			—			1.8	%		0.3	%
	Depreciation and amortization		4.0	%		4.1	%		4.4	%		4.9	%		4.7	%
	Goodwill and other impairments		—			—			—			0.4	%		34.2	%
Income (loss) from operations			2.0	%		3.5	%		2.1	%		(1.4	)%		(34.7	)%
Interest expense			(6.2	)%		(8.2	)%		(7.7	)%		(10.4	)%		(9.3	)%
Gain on extinguishment of debt			—			—			—			1.1	%		—
Other income (loss), net			1.9	%		(1.3	)%		(0.4	)%		0.2	%		(1.9	)%
Loss from continuing operations before income taxes			(2.3	)%		(6.0	)%		(6.0	)%		(10.5	)%		(46.0	)%
Provision (benefit) for income taxes			(0.1	)%		(0.8	)%		(1.6	)%		(0.2	)%		(5.2	)%
Loss from continuing operations			(2.2	)%		(5.2	)%		(4.4	)%		(10.3	)%		(40.8	)%
Loss from discontinued operations, net of tax			—			—			—			(0.2	)%		(1.9	)%
Net (loss)			(2.2	)%		(5.2	)%		(4.4	)%		(10.5	)%		(42.7	)%

Six Months Ended July 1, 2011 Compared to the Six Months Ended July 2, 2010.

        The six month period ended July 1, 2011 includes 26 weeks compared to 27 weeks in the six month period ended July 2, 2010. The following table sets forth net sales and income (loss) from operations data by segment for the six months ended July 1, 2011 and July 2, 2010:

		Net Sales							Income (Loss) from Operations
		Six Months Ended July 1, 2011		Six Months Ended July 2, 2010		Increase (Decrease)			Six Months Ended July 1, 2011			Six Months Ended July 2, 2010			Increase (Decrease)
		(Dollars in millions)
U.S. Residential Building Products		$	115.3	$	124.7		(7.5	)%	$	7.4		$	12.2			(39.3	)%
U.S. Non-Residential Building Products			92.5		92.3		0.2	%		3.5			(2.4	)		N/A
U.S. RV and Specialty Building Products			80.2		77.9		3.0	%		(2.0	)		1.4			N/A
European Roll Coated Aluminum			133.0		104.1		27.8	%		9.4			12.0			(21.7	)%
European Engineered Products			46.2		43.3		6.7	%		0.5			1.5			(66.7	)%
Other Non-Allocated			—		—		—	%		(9.4	)		(9.1	)		(3.3	)%
	Totals	$	467.2	$	442.3		5.6	%	$	9.4		$	15.6			(39.7	)%

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        Net Sales.    Net sales include revenue recognized from the sales of our products less provisions for returns, allowances, rebates and discounts. Our net sales increased $24.9 million, or 5.6%, to $467.2 million in the first half of 2011 compared to $442.3 million in the first half of 2010, despite fewer weeks in the first half of 2011 compared to 2010. Net sales increased primarily as a result of higher selling prices due to increases in aluminum and steel raw material costs. The strengthening of the euro and British pound sterling against the U.S. dollar also resulted in a $10.4 million increase in net sales during the first half of 2011. Volume increases reflecting strengthening demand in certain European non-residential building and transportation markets were offset by a decline in demand among U.S. Residential and Non-Residential Building Products customers.

        Net sales of our U.S. Residential Building Products segment declined $9.4 million, or 7.5%, to $115.3 million in the first half of 2011 from $124.7 million in the first half of 2010. This decline in net sales resulted primarily from volume reductions as a result of lower demand from distributors for our roof drainage, roof edge and related products and as a result of fewer selling weeks compared to the prior year period. Demand from home center customers was flat compared to the first half of 2010. We believe sales were negatively impacted by economic uncertainty affecting consumer sentiment and demand for higher cost replacement projects. In addition, we believe severe weather in several regions of the U.S. contributed to volume declines in the first half of 2011. Severe winter weather in the first quarter of 2011 delayed normal wear and tear repairs, which was followed by unusually high temperatures during the second quarter of 2011. Excessively hot or dry weather typically reduces the level of activity in the residential construction market. Declining sales volumes were partially offset by higher selling prices to both home center and distributor customers necessitated by escalating aluminum and other raw material costs.

        Net sales of our U.S. Non-Residential Building Products segment increased $0.2 million, or 0.2%, to $92.5 million in the first half of 2011 from $92.3 million in the first half of 2010. Higher relative sales prices as a result of rising steel raw material costs were offset by declining demand from contractors, builders, and lumber yards in the wood frame construction markets.

        Net sales of our U.S. RV and Specialty Building Products segment increased $2.3 million, or 3.0%, to $80.2 million in the first half of 2011 from $77.9 million in the first half of 2010. This increase in net sales resulted primarily from increases in demand for aluminum, steel, fiberglass and laminated products from original equipment manufacturers in the transportation industry. Sales volumes for vinyl windows and patio components sold to contractors and aluminum coil sold to distributors also increased as a result of higher levels of consumer spending on home improvement, repair and remodeling activities. These increases were offset by a decline in sales volumes for RV sidewalls and doors compared to the first half of 2010.

        Total net sales for our U.S. segments declined $6.9 million, or 2.3%, to $288.0 million in the first half of 2011 from $294.9 million in the first half of 2010. Volume decreases in the U.S. Residential Building Products segment and U.S. Non-Residential Building Products segment accounted for net sales declines of $15.1 million and $7.8 million, respectively. Sales volume declines in the U.S. segments were partially offset by sales price increases necessitated by higher aluminum and steel raw material costs of approximately $13.6 million and by higher net sales in the U.S. RV and Specialty Building Products segment.

        Net sales of our European Roll Coated Aluminum segment increased $28.9 million, or 27.8%, to $133.0 million in the first half of 2011 from $104.1 million in the first half of 2010. This increase in net sales resulted primarily from higher sales prices, reflecting higher aluminum raw material costs, compared to the first half of 2010. Net sales also increased due to higher sales volume of specialty coated coil and panels sold to OEMs in the transportation industry and to producers of commercial panels used in commercial construction applications including roofing and siding. The increase in sales volumes to commercial panel producers reflects stable market demand and successful business

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development initiatives directed at increasing our market share of industrial and architectural projects throughout Europe, the Middle East and China. Sales increases were offset by a slight decline in sales of RV sidewalls. The strengthening of the euro and British pound sterling against the U.S. dollar increased net sales $7.8 million compared to first half 2010.

        Net sales of our European Engineered Products segment increased $2.9 million, or 6.7%, to $46.2 million in the first half of 2011 from $43.3 million in the first half of 2010. Strengthening of the euro and British pound sterling against the U.S. dollar increased net sales $2.6 million compared to the first half of 2010. Higher sales volumes of various metal-based products, including windows sold to bus manufacturers, specialty coated metals for the appliance and transportation markets, and engineered transportation components sold to transportation suppliers, were offset by declines in net sales as a result of lower levels of holiday home production and consumer spending in the UK market.

        Total net sales for our European segments increased $31.8 million, or 21.6%, to $179.2 million in the first half of 2011 from $147.4 million in the first half of 2010. Rising demand in several of our end markets, favorable foreign currency fluctuations, and higher selling prices contributed to the overall net sales increase. Strengthening of the euro and British pound sterling against the U.S. dollar increased net sales $10.4 million compared to the first half of 2010. We estimate that higher selling prices resulting from higher aluminum and steel raw material costs increased European net sales approximately $7.8 million.

        Cost of Goods Sold.    Cost of goods sold includes the cost of raw materials, manufacturing labor, packaging, utilities, freight, maintenance and other elements of manufacturing overhead. Cost of goods sold increased $26.2 million, or 7.3%, to $386.7 million in the first half of 2011 from $360.5 million in the first half of 2010. This increase reflects higher aluminum and steel raw material costs and increased freight and packaging costs in the first half of 2011. Additionally, the strengthening of the euro and British pound sterling against the U.S. dollar increased cost of goods sold $8.7 million compared to the first half of 2010.

        Selling and General.    Selling and general expenses include salaries, benefits, incentive compensation, insurance, travel and entertainment and other administrative costs. Selling and general expenses increased $3.3 million, or 6.9%, to $51.2 million in the first half of 2011 from $47.9 million in the first half of 2010. This increase is primarily the result of $2.1 million of legal and professional fees related to capital market activities and indirect tax consulting and legal fees related to the Company's debt offering and other financing transactions during the first quarter of 2011. Strengthening of the euro and British pound sterling against the U.S. dollar increased selling and general expenses by approximately $0.8 million. Selling and general costs for the European Roll Coating segment also increased as a result of higher sales volume and investment in business development initiatives.

        Multiemployer pension withdrawal expense.    In the second quarter of 2011, we recorded a $1.2 million charge in our U.S. Residential Building Products segment for liabilities associated with the early withdrawal from a multiemployer pension plan covering hourly employees in our Romeoville, IL facility. The liability represents the present value of estimated future payments for our proportionate share of unfunded vested benefits under the multiemployer plan. The actual liability will not be known until the plan trustee completes a final assessment of the withdrawal liability. This liability is expected to be settled over a 10 to 20 year period.

        Depreciation and Amortization.    Depreciation and amortization increased $0.4 million, or 2.2%, to $18.7 million in the first half of 2011 from $18.3 million in the first half of 2010.

        Income From Operations.    As a result of the aforementioned items, our income from operations declined $6.2 million to $9.4 million for the first half of 2011 from $15.6 million for the first half of 2010.

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        Income from operations of our U.S. Residential Building Products segment declined $4.8 million to $7.4 million for the first half of 2011 from $12.2 million for the first half of 2010. This is primarily related to a decline in net sales volume, partially offset by an increase in selling prices attributable to rising aluminum and steel costs.

        Income (loss) from operations of our U.S. Non-Residential Building Products segment improved $5.9 million to income of $3.5 million for the first half of 2011 from a loss of $(2.4) million in the first half of 2010. This improvement was primarily the result of higher selling prices necessitated by rising steel costs and due to lower selling and general costs. These increases were offset by an overall decrease in net sales volumes.

        Income (loss) from operations of our U.S. RV and Specialty Building Products segment declined $3.4 million to a loss of $(2.0) million for the first half of 2011 from income of $1.4 million for the first half of 2010. This decline, despite an overall increase in net sales volume, was primarily related to increases in raw material costs which were only partially offset by selling price increases. Operating results for this segment reflect softening in RV demand associated with rising gas prices and continuing economic uncertainty among consumers.

        Income from operations of our European Roll Coated Aluminum segment declined $2.6 million to $9.4 million for the first half of 2011 from $12.0 million for the first half of 2010. This decline, despite higher sales volumes, was primarily due to rising raw material costs which were only partially offset by selling price increases. Selling and general costs have also increased as a result of anticipated growth and current business development initiatives.

        Income from operations of our European Engineered Products segment declined $1.0 million to $0.5 million for the first half of 2011 from $1.5 million for the first half of 2010. The decline was primarily due to increased selling and general expenses, higher labor and overhead costs and due to business development initiatives in the first half of 2011.

        Interest Expense.    Interest expense declined $7.5 million, or 20.7%, to $28.8 million in the first half of 2011 from $36.3 million in the first half of 2010. The decline in interest expense is primarily due to voluntary prepayments of the Company's First Lien Credit Facility during the third quarter of 2010, totaling approximately $35.0 million, which reduced the outstanding principal balance. In addition, on March 18, 2011 the Company issued new senior secured notes at an interest rate of 9.5% and senior unsecured notes at an interest rate of 12.25% with the proceeds used to settle outstanding amounts under the Company's First Lien Credit Facility, which carried a higher rate of interest.

        Other Income (Loss), Net.    Other loss, net includes translation gains and losses on intercompany obligations, gains and losses on asset disposals, interest income and other income or expense items of a non-operating nature. Other income in the first half of 2011 of $8.7 million included a translation gain of $10.1 million, which was partially offset by losses of $1.6 million primarily related to the loss on extinguishment of indebtedness under the first lien credit agreement primarily related to the write-off of capitalized deferred financing fees. Other loss, net in the first half of 2010 of $(5.8) million consisted primarily of translation losses on intercompany obligations.

        Provision (benefit) for Income Taxes.    We reported an income tax benefit of $0.3 million for the first half of 2011, as compared to a benefit of $3.7 million for the first half of 2010. Our effective tax rates were 2.4% for the six months ended July 1, 2011 and 13.9% for the six months ended July 2, 2010.

        The effective tax rate for the first half of 2011 differed from the U.S. statutory tax rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, U.S. tax impact of foreign dividends and non-deductible foreign currency translation gains and

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losses, recognition of additional provision for foreign taxes unrelated to current year earnings, and recognition of a valuation allowance on losses in the United States.

        The effective tax rate for the first half of 2010 differed from the U.S. statutory tax rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, recognition of a valuation allowance on state losses in the United States, and U.S. tax impact of foreign dividends and non-deductible foreign currency translation gains and losses.

        Our effective tax rate reflects a full valuation allowance on losses in the United States. Without a valuation allowance, earnings from the United States are generally taxed at rates higher than the foreign statutory tax rates. A change in the mix of pretax income from the various tax jurisdictions can have a significant impact on our periodic effective tax rate.

        Net Loss.    Our net loss was $(10.5) million for the first half of 2011, as compared to a net loss of $(22.9) million for the first half of 2010.

Year Ended December 31, 2010 Compared to the Year Ended December 25, 2009.

        The year ended December 31, 2010 includes 53 weeks compared to 52 weeks in the year ended December 25, 2009. The following table sets forth net sales and income (loss) from operations data by segment for the years ended December 31, 2010 and December 25, 2009:

		Net Sales							Income (Loss) from Operations
		Year Ended December 31, 2010		Year Ended December 25, 2009		Increase (Decrease)			Year Ended December 31, 2010			Year Ended December 25, 2009			Increase (Decrease)
		(dollars in millions)
U.S. Residential Building Products		$	244.5	$	232.1		5.3	%	$	13.9		$	26.5			(47.5	)%
U.S. Non-Residential Building Products			203.4		211.9		(4.0	)%		(5.8	)		0.6			(1,066.7	)%
U.S. RV and Specialty Building Products			146.1		119.0		22.8	%		(3.3	)		(8.6	)		61.6	%
European Roll Coated Aluminum			210.5		180.3		16.7	%		15.5			(3.8	)		507.9	%
European Engineered Products			79.2		68.8		15.1	%		(1.1	)		(6.8	)		83.8	%
Other Non-Allocated			—		—		—			(0.2	)		(19.3	)		99.0	%
	Totals	$	883.7	$	812.1		8.8	%	$	19.0		$	(11.4	)		266.7	%

        Net Sales.    Net sales include the revenue recognized from the sales of our products less provisions for returns, allowances, rebates and discounts. Our net sales increased $71.6 million, or 8.8%, to $883.7 million in 2010 compared to $812.1 million in 2009 as global economic concerns diminished and pent up demand for many of our products was released.

        Net sales of our U.S. Residential Building Products segment increased $12.4 million, or 5.3%, to $244.5 million in 2010 from $232.1 million in 2009. This increase in net sales resulted primarily from price increases necessitated by an increase in aluminum and other raw material costs. Volume increases for the year were approximately 0.8%. This increase reflects an increase in volume in the first half of 2010 compared to the first half of 2009 of approximately 15.2% primarily attributable to improving core market demand, augmented by severe winter weather in the Northeast U.S. and above average levels of rain in the Southeast U.S. Volume for the second half of 2010 compared to the second half of 2009 declined approximately 10.7% primarily related to the strength of pent up demand that was released by customers in the second half of 2009. In addition, in the second half of 2010, we experienced a "one time" volume decline as we implemented supply chain changes that enabled certain customers to reduce their inventory of our products.

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        Net sales of our U.S. Non-Residential Building Products segment declined $8.5 million, or 4.0%, to $203.4 million in 2010 from $211.9 million in 2009. This decrease in net sales resulted primarily from sales volume reductions which were partially offset by selling price increases. The decline in sales volume was attributable to a decline in market demand for steel and aluminum roofing and siding sold to distributors, contractors, lumber yards, and builders for both wood framed and non-wood framed construction. The volume decline in this segment was less than half of the decline in commercial construction from 2009 to 2010 as measured by McGraw Hill. We believe this to be attributable to the less cyclical and lower cost nature of wood-framed construction as compared to the broader commercial construction market.

        Net sales of our U.S. RV and Specialty Building Products segment increased $27.1 million, or 22.8%, to $146.1 million in 2010 from $119.0 million in 2009. This increase in net sales resulted primarily from sales volume increases. The increase in net sales volume was attributable to stronger demand for RV sidewalls and doors, vinyl windows, patio components and aluminum coil. Demand for RV sidewalls and doors increased as consumer demand for towable RVs increased. Compared to 2009, wholesale shipments of towable RVs in 2010 increased 39%. Despite this significant improvement, RV units produced in 2010 remained more than 35% below the annual average production. Demand for vinyl windows, patio components and aluminum coil increased as a result of broader economic improvement and higher levels of consumer spending on home improvement, repair and remodeling.

        This segment accounted for $146.1 million, or 16%, of our net sales in 2010. We estimate that we sold at least 50% of the aluminum sidewalls and 26% of the doors used in the production of towable RVs in the United States in 2010. In addition, we believe that we are the only supplier of aluminum sidewalls in the United States with in-house coil coating capabilities. After declining in 2008 and 2009, the towable RV market grew 42% in 2010 according to the Recreation Vehicle Industry Association, or RVIA. We expect additional long-term growth in this segment to be driven by product development opportunities in the transportation industry, as well as a recovery in demand for vinyl replacement windows and patios in west coast markets.

        Total net sales for our U.S. segments increased $31.0 million, or 5.5%, to $594.0 million in 2010 from $563.0 million in 2009.

        Net sales of our European Roll Coated Aluminum segment increased $30.2 million, or 16.7%, to $210.5 million in 2010 from $180.3 million in 2009. This increase in net sales resulted primarily from an increase in sales volume of specialty coated coil and panels sold to European RV OEMs and producers of commercial panels used in commercial construction applications including roofing and siding. Although sales for the European RV market remained relatively flat during 2010 according to the ECF, the increase in sales volume to commercial panel producers reflects stable market demand and successful business development initiatives directed at increasing our market share of industrial and architectural projects throughout Europe, the Middle East and China. Weakening of the Euro and British pound sterling against the U.S. dollar reduced our 2010 net sales $9.0 million compared to 2009.

        Net sales of our European Engineered Products segment increased $10.4 million, or 15.1%, to $79.2 million in 2010 from $68.8 million in 2009. This increase in net sales resulted primarily from an increase in sales volume of windows and doors for factory built holiday homes in the United Kingdom and automotive components for European automotive and transportation OEMs. Weakening of the Euro and British pound sterling against the U.S. dollar reduced our 2010 net sales $2.1 million compared to 2009. Increases were also partially offset by a reduction in sales volume of vinyl replacement windows to UK home centers.

        Total net sales for our European segments increased $40.6 million, or 16.3%, to $289.7 million in 2010 from $249.1 million in 2009. Weakening of the Euro and British pound sterling against the U.S. dollar decreased our 2010 net sales $11.1 million compared to 2009.

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        Cost of Goods Sold.    Cost of goods sold includes the cost of raw materials, manufacturing labor, packaging, utilities, freight, maintenance and other elements of manufacturing overhead. Cost of goods sold increased $57.3 million, or 8.5%, to $732.5 million in 2010 from $675.1 million in 2009. This increase reflects higher raw material, labor, packaging, freight and utility costs due to higher sales volume. The percentage increases in these costs were generally less than the 8.8% increase in net sales for the same period, contributing to an increase in gross margin to 17.1% for 2010 from 16.9% for 2009. In addition to volume, cost of goods sold increased due to increases in aluminum, steel and copper raw material costs

        Selling and General.    Selling and general expenses include salaries, benefits, incentive compensation, insurance, travel and entertainment and other administrative costs. Selling and general expenses increased $3.0 million, or 3.3%, to $93.6 million in 2010 from $90.6 million in 2009. This increase is primarily attributable to an increase in selling and administrative costs to support higher sales volumes during 2010, partially offset by lower employee severance costs and bad debt expense.

        Debt Restructuring and Forbearance Expenses.    Debt restructuring and forbearance expenses include professional fees for attorneys and other advisors to the Company and its lenders in connection with the restructuring of our debt. Restructuring and forbearance expenses related to the restructuring of our debt were $14.5 million in 2009. No restructuring and forbearance expenses were recorded in 2010.

        Depreciation and Amortization.    Depreciation and amortization declined $1.0 million, or 2.5%, to $38.7 million in 2010 from $39.7 million in 2009. The decline resulted from an increase in the amount of assets that have become fully depreciated.

        Other Impairments.    In 2009, due to declines in RV demand, we closed our Ft. Wayne, Indiana facility which was devoted to the manufacture of fiberglass products for the RV industry. As a result, we wrote down our investment in this facility by $3.5 million to its expected salvage value. No such impairments were recorded in 2010.

        Income (Loss) From Operations.    As a result of the aforementioned items, our income from operations was $19.0 million for 2010, as compared to a loss of $(11.4) million for 2009.

        Income from operations of our U.S. Residential Building Products segment declined $12.6 million to $13.9 million for 2010 from $26.5 million for 2009. The decline relates primarily to higher raw material, labor, packaging, freight, and utility costs partially offset by an increase in net sales volume and reductions in selling and general expenses.

        Income (loss) from operations of our U.S. Non-Residential Building Products segment declined $6.4 million to a loss of $(5.8) million for 2010 from income of $0.6 million in 2009. This is primarily related to a decline in net sales volume, partially offset by an increase in gross margin resulting from increases in selling prices attributable to rising steel costs.

        The loss from operations of our U.S. RV and Specialty Building Products segment improved $5.3 million to a loss of $(3.3) million for 2010 from a loss of $(8.6) million for 2009. This improvement is primarily related to higher sales volume and $3.5 million of impairment charges related to the closure of the Ft. Wayne facility during the first half of 2009. These items were partially offset by increases in raw material costs which were only partially offset by selling price increases.

        Income (loss) from operations of our European Roll Coated Aluminum segment improved $19.3 million to income of $15.5 million for 2010 from a loss of $(3.8) million for 2009. This improvement was primarily due to higher sales volume and lower raw material costs. Lower raw material costs reflect conditions in 2009 that resulted in many of our specialty coated coil customers delaying or canceling orders for which we had procured bare aluminum supply. We consumed and sold portions of this higher cost metal in the first half of 2009, a time when selling prices were declining. Accordingly, gross margin in the first half of 2009 was below historical levels.

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        Income (loss) from operations of our European Engineered Products segment improved $5.7 million to a loss of $(1.1) million for 2010 from a loss of $(6.8) million for 2009. The improvement was primarily due to the increase in sales volume and a reduction in costs related to employee severance incurred in 2009.

        Interest Expense.    Interest expense declined $15.9 million, or 18.9%, to $68.3 million in 2010 from $84.2 million in 2009. The decline is primarily due to the cancellation of indebtedness in connection with our debt restructuring. This decline was partially offset by an increase in interest rates on the First Lien Credit Facility.

        Other income (loss), Net.    Other income (loss), net includes translation gains and losses on intercompany obligations, gains and losses on asset disposals, interest income and other income or expense items of a non-operating nature. Other income (loss), net in 2010 of $(3.5) million included a translation loss of $(3.7) million on intercompany obligations partially offset by interest income. Other income (loss), net in 2009 of $1.3 million primarily included a translation gain of $4.5 million on intercompany obligations and interest income of $1.1 million, partially offset by losses on our interest rate swaps.

        Benefit for Income Taxes.    We reported an income tax benefit of $14.5 million for 2010, as compared to a benefit of $1.3 million for 2009. Our effective tax rates were 27.4% for 2010 and 1.5% for 2009.

        Our effective tax rate reflects tax benefits derived from significant operations in the United States, which are generally taxed at rates higher than the foreign statutory rates. A change in the mix of pretax income from the various tax jurisdictions can have a significant impact on the Company's periodic effective tax rate.

        In 2010, our effective tax rate included the following:

•

A net benefit of approximately $(8.5) million related to the implementation of tax planning strategies.

•

A net benefit of approximately $(2.4) million related to amounts required to be recorded for changes to our uncertain tax positions under Interpretation No. 48, including interest and penalties (see Note 11 of Notes to Consolidated Financial Statements).

•

A net charge of approximately $8.0 million related to foreign dividends taxed in the United States at the statutory rate of 35%.

        In 2009, our effective tax rate included the following:

•

The impact of an approximate 25.9% combined effective tax rate on the restructuring activities.

•

A net benefit of approximately $(9.1) million related to amounts required to be recorded for changes to our uncertain tax positions under Interpretation No. 48, including interest and penalties (see Note 11 of Notes to Consolidated Financial Statements).

•

A net charge of an approximate $3.8 million related to foreign dividends taxed in the United States at the statutory rate of 35%.

        Net Loss.    Our net loss was $(38.5) million for 2010, as compared to a net loss of $(85.6) million for 2009.

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Year Ended December 25, 2009 Compared to the Year Ended December 26, 2008.

        The following table sets forth net sales and income (loss) from operations data by segment for the years ended December 25, 2009 and December 26, 2008:

		Net Sales							Income (Loss) from Operations
		Year Ended December 25, 2009		Year Ended December 26, 2008		Increase (Decrease)			Year Ended December 25, 2009			Year Ended December 26, 2008			Increase (Decrease)
		(dollars in millions)
U.S. Residential Building Products		$	232.1	$	266.6		(12.9	)%	$	26.5		$	(98.7	)		126.8	%
U.S. Non-Residential Building Products			211.9		333.7		(36.5	)%		0.6			(63.3	)		100.9	%
U.S. RV and Specialty Building Products			119.0		194.1		(38.7	)%		(8.6	)		(123.4	)		93.0	%
European Roll Coated Aluminum			180.3		275.1		(34.5	)%		(3.8	)		(22.3	)		83.0	%
European Engineered Products			68.8		104.0		(33.8	)%		(6.8	)		(93.7	)		92.7	%
Other Non-Allocated			—		—		—	%		(19.3	)		(5.6	)		(244.6	)%
	Totals	$	812.1	$	1,173.5		(30.8	)%	$	(11.4	)	$	(407.0	)		97.2	%

        Net Sales.    Our net sales declined $361.4 million, or 30.8%, to $812.1 million in 2009 from $1,173.5 million in 2008. Net sales in each of our business segments declined in 2009 compared to 2008 primarily due to lower demand that was generally attributable to continuing global economic uncertainty and disrupted credit markets. In addition, world prices for aluminum declined to a full year average of $1,665 per metric ton in 2009 from an average of $2,573 per metric ton for the full year of 2008. This decline, driven by lower expectations of world aluminum consumption due to the broader economic downturn, triggered price reductions for many of our aluminum based products. We estimate that approximately $89.4 million, or 24.7%, of our decline in net sales in 2009 was attributable to lower selling prices for aluminum based products.

        Net sales of our U.S. Residential Building Products segment declined $34.5 million, or 12.9%, to $232.1 million in 2009 from $266.6 million in 2008. This decline in net sales resulted primarily from a reduction in selling prices attributable to decreases in aluminum costs that were passed along to our customers. Net sales also declined as a result of the lower demand we experienced from distributors, home improvement retailers and other retailers in the United States for our roof drainage, roof edge and related products. Lower net sales to these customers resulted from lower levels of consumer spending on residential repair, remodel and maintenance activity and fewer existing housing sales, which tend to drive demand for our repair-oriented products.

        Net sales of our U.S. Non-Residential Building Products segment declined $121.8 million, or 36.5%, to $211.9 million in 2009 from $333.7 million in 2008. This decline in net sales resulted primarily from lower sales volume of steel and aluminum roofing and siding panels sold to builders, contractors, lumberyards and home improvement retailers. Lower sales to these customers resulted from lower demand for wood framed buildings impacted by consumer confidence, availability of consumer credit and disposable income. Lower sales also resulted from lower levels of commercial construction for non-wood framed structures. Net sales also declined due to reductions in selling prices attributable to decreases in aluminum and steel costs that were passed along to customers.

        Net sales of our U.S. RV and Specialty Products segment declined $75.1 million, or 38.7%, to $119.0 million in 2009 from $194.1 million in 2008. This decline in net sales resulted primarily from lower sales volume of RV sidewall components and doors to RV OEMs. Lower sales to these customers were indicative of softer demand from U.S. consumers for towable RVs, resulting from lower consumer discretionary spending and lower levels of consumer lending for RV purchases. Net sales also

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declined due to lower sales volume of vinyl replacement windows and patio products to contractors in the Western United States. This decline was indicative of lower levels of consumer spending and available credit for residential repair and maintenance activity. Net sales also declined due to reductions in selling prices attributable to decreases in aluminum costs that were passed along to customers.

        Total net sales for our U.S. segments decreased $231.4 million, or 29.1%, from $794.4 million in 2008 to $563.0 million in 2009.

        Net sales of our European Roll Coated Aluminum segment decreased $94.8 million, or 34.5%, to $180.3 million in 2009 from $275.1 million in 2008. This decline in net sales resulted primarily from lower sales volume of specialty coated aluminum coil to RV OEMs, commercial panel producers and cargo container manufacturers. Lower sales to RV OEMs were indicative of a decrease in demand from European consumers for RVs resulting from economic uncertainty and lower levels of discretionary spending in our European end markets. Lower sales to commercial panel producers reflect a decline in commercial and industrial construction activity in our European end markets. Net sales also declined due to reductions in selling prices attributable to decreases in aluminum costs that were passed along to customers. Weakening of the Euro and British pound sterling against the U.S. dollar decreased net sales of this segment $15.5 million in 2009 compared to 2008.

        Net sales of our European Engineered Products segment declined $35.2 million, or 33.8%, to $68.8 million in 2009 from $104.0 million in 2008. This decline in net sales resulted primarily from lower sales volumes of windows to holiday home manufacturers; automotive components to transportation OEMs; and RV doors to RV OEMs. These declines were partially offset by an increase in sales volume of vinyl windows sold to UK home centers that resulted from market share gains. Weakening of the Euro and British pound sterling against the U.S. dollar decreased net sales of the segment $9.6 million in 2009 compared to 2008.

        Total net sales for our European segments decreased $130.0 million, or 34.3%, from $379.1 million in 2008 to $249.1 million in 2009. Weakening of the British pound sterling and Euro against the U.S. dollar decreased our 2009 net sales $25.1 million compared to 2008.

        Cost of Goods Sold.    Cost of goods sold declined $334.3 million, or 33.1%, to $675.1 million in 2009 from $1,009.4 million in 2008. The decline in cost of goods sold exceeded our 30.8% decline in net sales for 2009 compared to 2008, which contributed to an increase in gross margin to 16.9% for 2009 compared to 14.0% in 2008. We estimate that over 80% of our cost of goods sold is variable in nature. Such variable costs include material, direct labor, packaging and freight. In the declining market experienced in 2009, we were generally able to reduce these variable costs in line with reductions in sales volume. We also reduced fixed costs including indirect labor, maintenance, utilities and rent as a result of facility closures. In addition, steel and aluminum raw material costs declined in 2009 compared to 2008 due to lower demand for these commodities in global markets. Declines in raw material costs are typically, as was the case in 2009, accompanied by a similar decline in selling prices. Accordingly, raw material cost declines did not improve our profitability but did increase our gross margin as a percentage of net sales. In addition to fixed cost reductions and the impact of declining raw material costs, our gross margin also increased in 2009 due to a $8.8 million charge recorded in 2008 to write certain steel and aluminum inventories down to market value which was lower than cost. Weakening of the British pound sterling and euro against the U.S. dollar decreased our 2009 cost of goods sold by $22.1 million compared to 2008.

        Selling and General.    Selling and general expenses declined $20.0 million, or 18.1%, to $90.6 million in 2009 from $110.6 million in 2008. The decrease in selling and general expenses is primarily due to the full year benefit of cost reductions initiated in 2008 and includes reductions in salaries, benefits and travel and entertainment. In addition, commission- based sales incentives were lower due to lower net sales. Offsetting these decreases were higher levels of sales and management

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incentive compensation tied to operating and profitability goals which were exceeded in 2009. Weakening of the British pound sterling, the Euro and the Canadian dollar against the U.S. dollar decreased our 2009 selling and general expenses by $2.5 million compared to 2008.

        Debt Restructuring and Forbearance Expenses.    Debt restructuring and forbearance expenses were $14.5 million in 2009 as a result of costs incurred in restructuring our first and second lien credit agreements on June 29, 2009 and expenses in connection with a series of forbearance and limited waiver agreements related to those credit agreements in place from November 10, 2008 to the completion of the restructuring. Restructuring and forbearance expenses were $3.8 million in 2008 as a result of the series of forbearance and limited waiver agreements under our first and second lien credit agreements in place during 2008.

        Depreciation and Amortization.    Depreciation and amortization declined $15.6 million, or 28.2%, to $39.7 million in 2009, from $55.3 in 2008. The decline is primarily related to lower depreciation and amortization resulting from lower tangible and intangible asset values due to write-offs of portions of these assets recorded in 2008.

        Goodwill and Other Impairments.    In 2008, declines in our net sales and operating results required us to test for the impairment of goodwill and other intangible assets. Due to substantial uncertainty regarding the duration of the economic downturn, we lowered our expectations for future cash flows at each of our reporting units. As a result, in 2008, we recorded impairment charges totaling $345.0 million, $50.4 million and $3.9 million, relating to goodwill, customer relationships and trade names, respectively. In addition, as a result of declines in the RV market in 2008, we determined that our investment in our Ft. Wayne, Indiana facility was not fully recoverable. Accordingly, we recorded a charge of $2.0 million in 2008 to reduce the carrying value of certain machinery and equipment, devoted to the manufacture of fiberglass products for the RV industry, to their appraised values. In 2009, as a result of further declines in RV demand, we closed the Ft. Wayne facility and wrote down our investment in this facility by $3.5 million to its expected salvage value.

        Income (Loss) From Operations.    As a result of the aforementioned items, our loss from operations was $(11.4) million for 2009, as compared to $(407.0) million for 2008.

        Income (loss) from operations of our U.S. Residential Building Products segment increased $125.2 million to $26.5 million in 2009 from a loss of $(98.7) million in 2008. This difference relates primarily to goodwill and other impairment charges recorded in 2008 of $117.1 million. The remaining difference reflects a decline in gross margin due to lower volumes offset by efficiency gains and lower selling and general expenses in 2009.

        The income (loss) from operations of our U.S. Non-Residential Building Products segment improved by $63.9 million to income of $0.6 million in 2009 from a loss of $(63.3) million in 2008. This difference relates primarily to goodwill and other impairment charges recorded in 2008 of $58.7 million and lower selling and general expenses in 2009. These improvements were partially offset by a decline in gross margin attributable to lower net sales volume.

        The loss from operations of our U.S. RV and Specialty Products segment improved by $114.8 million to a loss of $(8.6) million in 2009 from a loss of $(123.4) million in 2008. This difference related primarily to goodwill and other impairment charges recorded in 2008 of $107.4 million and lower selling and general expenses in 2009. These improvements were partially offset by a decline in gross margin attributable to lower net sales volume.

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        The loss from operations of our European Roll Coated Aluminum segment improved by $18.5 million to a loss of $(3.8) million in 2009 from a loss of $(22.3) million in 2008. This difference relates primarily to goodwill and other impairment charges recorded in 2008 of $34.1 million. This improvement was offset by a decline in gross margin attributable to a combination of lower net sales volume and lower selling prices in relation to aluminum costs. Higher aluminum costs resulted from the inability of certain customers to honor fixed price purchase commitments for aluminum that was in excess of market prices.

        The loss from operations of our European Engineered Products segment improved by $86.9 million to a loss of $(6.8) million in 2009 from a loss of $(93.7) million in 2008. This difference relates primarily to goodwill and other impairment charges recorded in 2008 of $84.1 million. This improvement was offset by a decline in gross margin attributable to lower net sales volume.

        Interest Expense.    Interest expense declined $25.3 million, or 23.1%, to $84.2 million in 2009, from $109.5 million in 2008. This decline was due to the completion of the restructuring of our first and second lien credit agreements on June 29, 2009 which resulted in the cancellation of our Equity Sponsor PIK Notes and second lien debt, offset by an increase in the interest rates of our First Lien Credit Facility. In 2008, we recognized interest expense of $21.6 million representing the accelerated amortization of remaining deferred financing fees to coincide with the term of the first forbearance entered under the credit agreements. In 2009, we recognized interest expense of $5.5 million representing fees and expenses relating to obtaining forbearances.

        Other income (loss), net.    Other income in 2009 of $1.3 million included translation gains totaling $4.5 million on intercompany obligations and interest income of $1.1 million, partially offset by losses on our interest rate swaps. Other loss in 2008 of $(22.7) million included a $(15.9) million translation loss on intercompany obligations and U.S. dollar debt issued by our foreign subsidiaries. The other income (loss) in 2008 also included a loss on our interest rate swaps.

        Benefit for Income Taxes.    We reported an income tax benefit of $1.3 million for 2009, as compared to a benefit of $61.1 million for 2008. Our effective tax rates were 1.5% for 2009 and 11.3% for 2008.

        Our effective tax rate reflects tax benefits derived from significant operations in the U.S., which are generally taxed at rates higher than the foreign statutory tax rates. A change in the mix of pretax income from the various tax jurisdictions can have a significant impact on the Company's periodic effective tax rate.

        In 2009, our effective tax rate included the following:

•

The impact of an approximate 25.9% effective tax rate on the restructuring activities.

•

A net benefit of approximately $(9.1) million related to amounts required to be recorded for changes to our uncertain tax positions under Interpretation No. 48, including interest and penalties (see Note 11 of Notes to Consolidated Financial Statements).

•

A net charge of approximately $3.8 million related to foreign dividends taxed in the U.S. at the statutory rate of 35%.

        In 2008, our effective tax rate included the following:

•

The impact of approximately 19.2% effective tax rate on the permanent goodwill charges recognized.

•

A net charge of approximately $10.4 million related to amounts required to be recorded for changes to our uncertain tax positions under Interpretation No. 48, including interest and penalties (see Note 11 of Notes to Consolidated Financial Statements).

•

A net charge of an approximate $12.9 million related to recording a valuation allowance against U.S. deferred tax assets.

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        Net Loss.    Our net loss was $(85.6) million for 2009, as compared to a net loss of $(500.6) million for 2008.

Liquidity and Capital Resources

        Our principal sources of liquidity are from cash and cash equivalents, cash from operations and borrowings under our ABL Credit Facility. As of July 1, 2011, we had cash and cash equivalents of $11.9 million and bank overdrafts of $1.7 million. Net cash used in operating activities was $(9.7) million and $(30.9) million for the six months ended July 1, 2011 and July 2, 2010, respectively. As of July 1, 2011, we had $25.9 million outstanding and availability of $40.2 million under our ABL Credit Facility.

        Our ability to make payments on and to refinance our indebtedness, to fund planned capital expenditures and to satisfy our other capital and commercial commitments will depend on our ability to generate cash flow in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We believe our July 1, 2011 cash levels, together with our cash from operations and borrowings under our ABL Credit Facility, will be adequate to fund our cash requirements based on our current level of operations for at least the next twelve months.

Restructuring

        On June 29, 2009, we, the holders of substantially all of our then-existing equity securities and management shareholders agreed to a restructuring of indebtedness owed to our then-existing equity sponsors, amounts owed to lenders under our then existing first and second lien credit agreements and amounts owed to counterparties under our then existing interest rate swaps (the "Restructuring"). Under the terms of the Restructuring, lenders cancelled 100% of amounts owed under our second lien credit agreement consisting of principal and accrued interest of $191 million and $12 million, respectively, in exchange for 100% of the issued and outstanding common stock of our parent Euramax Holdings, Inc. as of the date of the Restructuring. The common stock was issued to lenders in proportion to their holdings of the second lien loans prior to the Restructuring. As a result, we recorded the fair value of equity securities issued (less associated fees) as a credit to paid-in capital and recognized a pretax extinguishment gain of $8.7 million on the exchange. Our then-existing equity sponsors also cancelled all of our then-outstanding payment in kind notes, consisting of $195.4 million of principal and $1.4 million of accrued interest, in connection with the Restructuring.

        Also under the terms of the Restructuring, lenders under the First Lien Credit Facility, together with counterparties to our interest rate swaps, amended and restated the then-existing First Lien Credit Facility to, among other items, split the sum of amounts owed under the first lien secured revolving credit facility ($77.5 million), the U.S. dollar term loan facility ($304.8 million), the European term loan facility ($109.3 million) and the interest rate swaps ($18.9 million) into two components consisting of a cash pay portion (the "Cash Pay Loan") and a payment-in-kind portion (the "PIK Loan"). Immediately following the Restructuring, principal balances owed under the Cash Pay Loan and PIK Loan were $261.2 million (including capitalized fees of $1.3 million) and $251.8 million (including accrued interest and capitalized fees of $14.9 million), respectively. On the Restructuring date, debt issuance costs of $2.5 million were capitalized in connection with the amendment and restatement of the First Lien Credit Facility. In connection with the Restructuring, the holders of our then-existing equity securities lost the entire value of their investment.

        The Restructuring was preceded by a series of forbearance and limited waiver agreements in place from November 10, 2008 to the Restructuring date. Under the forbearance agreements, lenders under the first and second lien credit agreements and our then-existing accounts receivable facility agreed to forbear from exercising their rights, including accelerating repayment of the outstanding debt, with respect to named events of default primarily related to financial covenant compliance. The forbearance agreements contained, among other items, a minimum liquidity requirement and restrictions on

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distributions of cash. During the period of forbearance, we were restricted from borrowing under our then-existing first lien revolving credit facility. In 2008, we recognized interest expense of $21.6 million representing the accelerated amortization of remaining deferred financing fees to coincide with the term of the first forbearance. In 2009, we recognized interest expense of $5.5 million representing fees and expenses relating to obtaining forbearances.

Debt

Notes

        On March 11, 2011, we, Euramax Holdings, Inc. ("Euramax Holdings") and certain of our domestic subsidiaries entered into a purchase agreement with Deutsche Bank Securities Inc., Gleacher & Company Securities, Inc., Wells Fargo Securities, LLC and Morgan Keegan & Company, Inc., which we refer to collectively as the Initial Purchasers, for the sale of $375 million aggregate principal amount of 9.50% Senior Secured Notes due 2016, which we refer to as the Notes, of the Company. The Notes were issued at par in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Notes were issued pursuant to an indenture, or the Indenture, dated March 18, 2011, among us, Euramax Holdings and certain of our domestic subsidiaries and Wells Fargo Bank, National Association, as trustee, which we refer to as the Trustee. The offering of the Notes closed on March 18, 2011. We used the net proceeds from the Notes, together with cash on hand, the net proceeds from the Senior Unsecured Loan Facility and borrowings under the ABL Credit Facility, to repay our First Lien Credit Facility in full.

        The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by us. Interest is payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2011.

        The Notes may be redeemed at our option, in whole or in part, under the conditions specified in the Indenture plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning on April 1 of the years indicated:

Year	Percentage
2013		107.125	%
2014		104.750	%
2015 and thereafter		100.000	%

        Additionally at any time on or before April 1, 2013, we may redeem the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of the Notes at any time and from time to time, but not more than once in any twelve-month period, at a price equal to 103% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption; up to 35% of the aggregate principal amount of the Notes issued with the net proceeds of certain equity offerings at a price equal to 109.50% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption; or we may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as defined in the Indenture), and accrued and unpaid interest, if any, to the date of redemption.

        The Indenture contains restrictive covenants that limit, among other things, the ability of us and certain of our subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets and enter into certain transactions with affiliates, in each case, subject to exclusions and other customary covenants. The Indenture also contains customary events of default. If we undergo a change of control (as defined in the Indenture),

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we will be required to make an offer to repurchase the notes at 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

ABL Credit Facility

        On March 18, 2011, we, Euramax Holdings and certain of our domestic subsidiaries as borrowers, and certain of our domestic subsidiaries as guarantors, entered into the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, which we refer to as the ABL Credit Facility, with various lenders, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The ABL Credit Facility provides for revolving credit financing of up to $70 million, subject to a borrowing base. The ABL Credit Facility matures on September 18, 2015.

        Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its "prime rate" for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings the Company has made under the ABL Credit Facility. At July, 1, 2011, the applicable margins were 2.50% and 1.50% for LIBOR and Bank Rate borrowings, respectively. The applicable margins are subject to the Company's corporate credit rating as determined from time to time by Standard and Poor's and Moody's Investors Service and range from 2.00% to 2.75% for LIBOR borrowings and 1.00% to 1.75% for Bank Rate borrowings. The ABL Credit Facility requires us to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. We will also be required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

        All obligations under the ABL Credit Facility are unconditionally guaranteed by Euramax Holdings and substantially all of our existing and future direct and indirect, wholly owned domestic restricted subsidiaries which are not borrowers. All obligations under the ABL Credit Facility and the guarantees of those obligations are secured, subject to certain exceptions, by a first-priority security interest in our and the guarantors' inventory and accounts receivable and related assets, which we refer to as the ABL Collateral, and a junior-priority security interest in (i) substantially all of our and the guarantors' assets (other than inventory and accounts receivable and related assets, which assets secure our ABL Credit Facility on a first priority basis) and (ii) all of our capital stock and the capital stock of each material domestic restricted subsidiary owned by us or a guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by us or a guarantor, which we refer to collectively as the Notes Collateral. The security interests are granted in accordance with the Amended and Restated Pledge and Security Agreement dated March 18, 2011, by and among Euramax Holdings, the other grantors party thereto and Regions Bank as Agent.

        The ABL Credit Facility contains affirmative and negative covenants customary for this type of financing, including, but not limited to, financial covenants requiring us to meet a minimum consolidated fixed charge coverage ratio of at least 1.15 to 1.00 when excess availability is less than 15% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base. As of July 1, 2011, excess availability exceeded 15% of the borrowing base, and therefore, we were not required to meet the minimum consolidated fixed charge coverage ratio. Additionally, restrictive covenants limit the ability of us, Euramax Holdings and certain of our subsidiaries to incur liens, incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations, consolidate, merge or sell all or substantially all of their assets, pay dividends or make other distributions, make certain loans and investments, amend or otherwise alter the terms of documents related to certain of their indebtedness, enter into transactions with affiliates and prepay certain indebtedness, in each case, subject to exclusions and other customary covenants.

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Senior Unsecured Loan Facility

        On March 3, 2011, we, Euramax Holdings and certain of our domestic subsidiaries, as guarantors, entered into a credit and guaranty agreement for a new Senior Unsecured Loan Facility (the "Senior Unsecured Loan Facility") in the aggregate principal amount of $125.0 million with certain lenders under the First Lien Credit Facility, and agreed to exchange a combination of outstanding loans they previously made under the First Lien Credit Facility and cash in the aggregate amount of $122.5 million for $125.0 million aggregate principal amount of indebtedness under the Senior Unsecured Loan Facility. Proceeds from the Senior Unsecured Loan Facility were borrowed on March 18, 2011 and will mature on October 1, 2016. Loans under the Senior Unsecured Loan Facility bear interest at 12.25% per year in the event no election is made to pay interest in kind ("PIK") by increasing the principal amount of the Notes, and 14.25% per year in the event a PIK election is made. We may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings under the Senior Unsecured Loan Facility at July 1, 2011 was 12.25% as we have not made a PIK election.

        The Senior Unsecured Loan Facility may not be voluntarily prepaid before March 18, 2013. Thereafter, we may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as a percentage of the loans) set forth below:

Prepayment Date	Percentage
On or after March 18, 2013 but prior to March 18, 2014		103	%
On or after March 18, 2014 but prior to March 18, 2015		102	%
On or March 18, 2015		100	%

        Additionally, at any time before March 18, 2013, we may on one or more occasions prepay up to 35% of the aggregate principal amount of the loans outstanding on the closing date at 112.25%, plus accrued and unpaid interest. Upon a change of control, we may be required to purchase all or a portion of the Senior Unsecured Loan Facility at a price equal to 101% of the principal amount plus accrued and unpaid interest. All obligations under the Senior Unsecured Loan Facility are unconditionally guaranteed by Euramax Holdings and substantially all of our existing and future direct and indirect wholly-owned domestic material restricted subsidiaries.

        The Senior Unsecured Loan Facility contains restrictive covenants that limit, among other things, the ability of us and certain of our subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets and enter into certain transactions with affiliates, in each case, subject to exclusions and other customary covenants. The Senior Unsecured Loan Facility also contains customary events of default.

        The Senior Unsecured Loan Facility contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, material judgments, and failure of any guaranty supporting the Senior Unsecured Loan Facility to be in force and effect in any material respect. If such an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the Senior Unsecured Loan Facility and all actions permitted to be taken by an unsecured creditor.

First Lien Credit Facility

        Our amended and restated first lien credit agreement, (the "First Lien Credit Facility") consisted of $525.3 million in term loans in the form of the Cash Pay Loan and the PIK Loan. The Cash Pay Loan and PIK Loan each included (i) a U.S. dollar term loan facility (the "U.S. Dollar Term Loan Facility") and (ii) Euro and British pound sterling term loan facilities (together the "European Term Loan Facility"). We and Euramax International Holdings B.V. were the borrowers (collectively, the

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"U.S. Borrowers") under the U.S. Dollar Term Loan Facility. Our subsidiaries Euramax Holdings Limited, Euramax Europe B.V. and Euramax Netherlands B.V. were the borrowers (collectively, the "European Borrowers") under the European Term Loan Facility. Outstanding amounts under the First Lien Credit Facility totaling approximately $514.7 million were repaid in the first quarter of 2011 with the proceeds of the Notes and the Senior Unsecured Loan Facility. The First Lien Credit Facility was terminated in March 2011.

Cash Flows

(in thousands)	Six months ended July 1, 2011			Six months ended July 2, 2010			Year ended December 31, 2010			Year ended December 25, 2009			Year ended December 26, 2008
Net cash (used in) provided by operating activities	$	(9,736	)	$	(30,946	)	$	4,133		$	59,482		$	(16,455	)
Net cash used in investing activities		(5,926	)		(2,297	)		(9,482	)		(2,026	)		(6,784	)
Net cash (used in) provided by financing activities		(71	)		(2,191	)		(37,046	)		(35,929	)		59,598
Effect of exchange rate changes on cash		2,734			(2,733	)		(2,647	)		(241	)		4,027
Net (decrease) increase in cash and cash equivalents	$	(12,999	)	$	(38,167	)	$	(45,042	)	$	21,286		$	40,386

Six Months Ended July 1, 2011 Compared to the Six Months Ended July 2, 2010.

        Operating Activities.    Cash used in operating activities in the first half of 2011 was $9.7 million. The primary use of cash during the first half of 2011 was to fund increases in working capital necessary to support net sales growth. Increases in working capital in the first half of the year are consistent with the seasonality of our business. Net cash used in operating activities during the first half of 2011 was significantly lower than the $30.9 million used in the first half of 2010, due to more significant growth in the first half of 2010, compared to the current year, which required greater investment in working capital and due to less restrictive credit terms, which increased trade credit availability, as a result of our debt refinancing during the first half of 2011.

        Investing Activities.    Cash used in investing activities in the first half of 2011 was $5.9 million. Capital expenditures of $6.0 million were offset by asset sales of $0.1 million in the first half of 2011.

        Cash used in investing activities in the first half of 2010 was $2.3 million. Capital expenditures of $4.5 million in the first half of 2010 were offset by $2.2 million of proceeds from the sale of assets.

        Financing Activities.    Net cash used in financing activities during the first half of 2011 was $0.1 million. Net borrowings under the ABL Credit Facility of $25.9 million and $1.7 million from cash overdrafts and borrowings from the issuance of the Notes during the first half of 2011 totaling $375.0 million were offset by cash payments of $412.0 million made to settle outstanding borrowings under the First Lien Credit Facility of $514.7 million. The remaining $102.7 million in outstanding loans under the First Lien Credit Facility were exchanged by various lenders along with cash of $19.8 million in exchange for $125.0 million aggregate principal amount of indebtedness under the Senior Unsecured Loan Facility. Payments of debt issuance costs totaled $10.5 million.

        Cash used in financing activities during the first half of 2010 was $2.2 million and consisted of a mandatory repayment of debt equal to asset sale proceeds.

Year Ended December 31, 2010 Compared to the Year Ended December 25, 2009 and Year Ended December 26, 2008.

        Operating Activities.    Cash provided by operating activities in 2010 was $4.1 million. The primary use of cash during 2010 was to fund increases in working capital necessary to support net sales growth.

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We did not experience this working capital increase in 2009 due to lower levels of sales activity resulting from economic difficulties in many of our markets.

        Cash provided by operating activities in 2009 was $59.5 million, which included reductions in accounts receivable and inventory of $17.9 million and $45.1 million, respectively. The decline in accounts receivable was primarily related to lower sales volumes in 2009 compared to 2008. The decline in inventory was primarily due to initiatives we have undertaken to reduce our investment in inventory through the integration of sales, inventory and operational planning activities. These initiatives contributed to inventory reductions in both 2009 and 2008 of $45.1 million and $45.0 million, respectively.

        Cash used in operating activities in 2008 was $16.5 million, which included a reduction in accounts payable of $62.5 million, partially offset by cash provided by reductions in inventory and accounts receivable. The reduction in accounts payable was primarily related to reductions in trade credit available to us from our suppliers resulting from our lower operating results and credit ratings.

        Investing Activities.    Cash used in investing activities in 2010 was $9.5 million. Capital expenditures of $12.2 million were offset by asset sales of $2.7 million in 2010.

        Cash used in investing activities in 2009 was $2.0 million. Capital expenditures of $4.4 million in 2009 were offset by $2.3 million of proceeds from the sale of assets.

        Cash used in investing activities in 2008 was $6.8 million. Capital expenditures of $14.8 million in 2008 were offset by proceeds from the sale of assets of $8.0 million.

        Financing Activities.    Cash used in financing activities during 2010 was $37.0 million and mainly reflects the repayment of debt outstanding under our First Lien Credit Facility.

        Cash used in financing activities during 2009 was $35.9 million. The use of cash in financing activities in 2009 mainly reflects the repayment of our accounts receivable securitization facility and debt issuance costs in connection with the restructuring of our First Lien Credit Facility and with entering into our then existing ABL Credit Facility.

        Net cash provided by financing activities was $59.6 million in 2008. Cash provided by financing activities in 2008 primarily reflects borrowings under our First Lien Credit Facility of $72.9 million.

Capital Expenditures

        Our capital expenditures for the first half of 2011 and the first half of 2010 were $6.0 million and $4.5 million, respectively. Our capital expenditures in 2010, 2009 and 2008 were $12.2 million, $4.4 million and $14.8 million, respectively. Capital expenditures related to the implementation of our ERP system in the United States were $1.4 million and $0.9 million for the first half of 2011 and 2010, respectively. Capital expenditures related to the implementation of our ERP system in the United States were $1.9 million, $0.9 million and $7.8 million in 2010, 2009 and 2008, respectively. The balance of capital expenditures in each period relates primarily to purchases and upgrades of coil coating, fabricating, transportation and material moving and handling equipment.

        Higher capital expenditures of $1.5 million in the first half of 2011 related primarily to a $0.5 million increase for the implementation of our ERP system in our U.S. Residential Building Products segment. Capital expenditures also increased $0.1 million for our European Engineered Products segment to support the expansion of operations and business development initiatives. The remaining increase is primarily the result of purchases of coil coating, fabricating, transportation and material moving and handling equipment across all of our segments.

        The increase in capital expenditures of $7.8 million in the year ending December 31, 2010 resulted primarily from purchases of fabricating equipment and capital expenditures for 2010 related to implementation of our ERP system in our U.S. Residential Building Products segment. Maintenance capital expenditures were $4.2 million for the year ending December 31, 2010.

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        We have made and will continue to make capital expenditures to comply with environmental laws and regulations. Our environmental capital expenditures for the year ending December 31, 2010 were approximately $1.4 million.

Working Capital Management

        Working capital increased $1.3 million, or 1.1%, to $121.8 million as of July 1, 2011 from $120.5 million as of December 31, 2010. The increase in working capital is primarily attributable to seasonal increases in accounts receivable and inventory offset by a reduction in cash. Working capital has historically been higher during the first half of the year due to increased repair and remodel activity and increased activity in the building and construction industries during these periods. We historically experience an increase in inventory and accounts receivable during the first half of the year as many of our customers in our markets increase purchases in the spring.

        Accounts receivable of $120.2 million as of July 1, 2011 increased $36.5 million, or 43.6%, from $83.7 million as of December 31, 2010. As of July 1, 2011, days sales outstanding in accounts receivable were 46.8 days, compared to 37.9 days as of December 31, 2010. The primary reason for the increase in accounts receivable was a 38% increase in net sales for the two months ended July 1, 2011 compared to the two months ended December 31, 2010. The majority of outstanding receivables are generated from net sales in the preceding two months. The strengthening of the British pound sterling and euro compared to the U.S. dollar, used in converting the local currency balance sheet into U.S. dollars, resulted in an approximate $3.2 million increase.

        Inventories of $121.8 million as of July 1, 2011 increased $31.6 million from $90.2 million as of December 31, 2010, primarily as a result of seasonal increases in demand. The strengthening of the British pound sterling and euro compared to the U.S. dollar, used in converting the local currency balance sheet into U.S. dollars, resulted in an approximate $2.7 million increase. As of July 1, 2011, days sales in inventories were 57.3 days, compared to 45.7 days as of December 31, 2010, which reflects higher inventory levels necessary to support anticipated sales increases.

        Working capital declined $42.9 million, or 26.3%, to $120.5 million as of December 31, 2010 from $163.4 million as of December 25, 2009. This decline in working capital is primarily attributable to the decline in cash as of December 31, 2010. The decline in cash related primarily to $35.0 million of voluntary prepayments we made to reduce indebtedness under the First Lien Credit Facility. Working capital is typically higher during the second and third quarters due to increased repair and remodel activity and increased activity in the building and construction industries during these periods. We typically experience an increase in inventory and accounts receivable during the first half of the year as many of our customers in our markets increase purchases in the spring.

        Accounts receivable of $83.7 million as of December 31, 2010 declined $6.2 million, or 6.9%, from $89.9 million as of December 25, 2009. As of December 31, 2010, days sales outstanding in accounts receivable were 37.9 days compared to 40.3 days as of December 25, 2009. The primary reason for the decrease in accounts receivable was a 5% decrease in net sales for the two months ended December 31, 2010 compared to the two months ended December 25, 2009. The majority of outstanding receivables are generated from net sales in the preceding two months. Accounts receivable declined $2.0 million as a result of the weakening of the British pound sterling and Euro compared to the U.S. Dollar.

        Inventories of $90.2 million as of December 31, 2010 increased $11.0 million, from $79.2 million as of December 25, 2009, primarily as a result of increases in demand. Inventories declined $1.6 million as a result of the weakening of the British pound sterling and Euro compared to the U.S. Dollar. As of December 31, 2010, days sales in inventories were 45.7 days, compared to 42.7 days as of December 25, 2009, which reflects the increased inventory levels in anticipation of sales increases.

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Capital and Commercial Commitments

        In addition to long-term debt, we are required to make payments relating to various types of obligations. The following table summarizes our minimum payments as of July 1, 2011 relating to long-term debt, operating leases, unconditional purchase obligations and other specified capital and commercial commitments. This table does not include information on our recurring purchases of materials for use in production, as our raw materials purchase contracts do not require fixed or minimum quantities. These tables also exclude payments relating to income tax due to the fact that, at this time, we cannot determine either the timing or the amounts of payments for all periods beyond 2010 for certain of these liabilities. Future events could cause actual payments to differ from these amounts. See "Cautionary Statement Regarding Forward-Looking Statements."

		Payments Due by Period
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
		(in millions)
Contractual Obligations(1)
Long-term debt(2)		$	526	$	26	$	—	$	375	$	125
Interest on long-term debt(3)			248		52		102		75		19
Non-cancellable operating leases(4)			26		12		11		3		—
Unconditional purchase obligations			33		33		—		—		—
	Total	$	833	$	123	$	113	$	453	$	144

(1)

Income tax liabilities, including accrued interest and penalties related to unrecognized tax benefits, totaling $11.4 million, are not included in this table as the settlement period for our income tax liability cannot be determined.

(2)

Long-term debt amortization is based on the contractual terms of our credit facilities and assumes no additional borrowings under our ABL Credit Facility.

(3)

Interest payments are based on interest rates in effect at July 1, 2011.

(4)

We lease various facilities and equipment under non-cancelable operating leases for various periods.

        In addition, we sponsor defined benefit pension plans for the benefit of certain of our employees located in the United Kingdom (the "UK Plan") and the United States (the "U.S. Plan"). We curtailed the accrual of participant benefits under the UK Plan effective March 31, 2009. At December 31, 2010 the fair market value of the UK Plan assets was $26.7 million, or $17.0 million less than the projected benefit obligation of the UK Plan. In the first quarter of 2010, we froze future benefit accruals under our U.S. defined benefit pension plan. At December 31, 2010 the fair market value of the U.S. Plan assets was $7.0 million, or $2.3 million less than the projected benefit obligation of the U.S. Plan.

Credit Ratings

        As of July 1, 2011, our current credit ratings, which are considered non-investment grade, were as follows:

	Moody's	Standard and Poor's
Long-term debt	Caa1	B-
Outlook	STABLE	STABLE

        Our current credit ratings, as well as any adverse future actions taken by the rating agencies with respect to our debt ratings, could negatively impact our ability to finance our operations on satisfactory terms and could have the effect of increasing our financing costs. Our debt instruments do not contain

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provisions requiring acceleration of payment upon a debt rating downgrade. The rating agencies may, in the future, revise the ratings on our outstanding debt.

        The above information regarding credit ratings and ratings outlook assigned to our indebtedness by Moody's and Standard & Poor's are opinions of our ability to meet our ongoing obligations. Credit ratings are not recommendations to buy, sell or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. Each agency's rating should be evaluated independently of any other agency's rating.

Off-Balance Sheet Arrangements

        We do not have any off-balance sheet arrangements.

Seasonality; Inflation

        Our sales have historically been seasonal, with the second and third quarters accounting for our highest sale volumes. First and fourth quarter sale volumes are generally lower primarily due to reduced repair and remodel activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in our geographic end markets, as well as customer plant shutdowns in the RV and automotive industries during holidays and model changeovers.

        Our cost of goods sold is subject to inflationary pressures and price fluctuations of the raw materials we use, particularly the cost of aluminum and steel. In addition, we are party to certain leases that contain escalator clauses contingent on increases based on changes in the Consumer Price Index. In 2008, increased commodity cost pressures mainly related to aluminum and steel prices, which have been driven by global demand, increased the costs of certain products. Increases in petroleum, resin, metals, pulp and other raw material commodity driven costs also resulted in multiple product cost increases. We believe that our ability to increase selling prices in response to cost increases largely mitigated the effect of these cost increases on our overall results of operations. We believe that inflation and/or deflation had a minimal impact on our overall operations during the six months ended July 1, 2011 and July 2, 2010 and fiscal years 2010, 2009 and 2008.

Critical Accounting Policies

        We prepare our consolidated financial statements in accordance with U.S. GAAP. In order to apply these principles, management must make judgments, assumptions and estimates based on the best available information at the time. Actual results may differ based on the accuracy of the information utilized and subsequent events. Our accounting policies are described in the notes to our audited financial statements included elsewhere in this prospectus. Our critical accounting policies, which are described below, could materially affect the amounts recorded in our financial statements. Management believes that the following policies are critical because they involve significant judgment, assumptions and estimates.

Allowance for Doubtful Accounts, Inventory Realizability and Obsolescence and Warranty Reserves

        We record trade accounts receivable at net realizable value. This value includes an allowance for doubtful accounts based on historical experience, current economic conditions and an evaluation of the relevant customer's credit worthiness. We charge off accounts receivable against the allowance for doubtful accounts when it is probable that the receivable will not be recovered.

        Our inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. Cost of manufactured inventory includes direct labor and manufacturing overhead. Market with respect to all inventories is replacement cost subject to a floor for an approximate normal profit margin on disposition.

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        We provide warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. We provide accruals for warranties based on historical experience and expectations of future occurrences.

        We make estimates and assumptions related to establishing reserves and allowances for doubtful accounts, inventory obsolescence and warranty costs. Ranges of estimates are developed based upon historical experience, specifically identified conditions and management expectations for the future occurrence of certain events. In the event that actual results differ from these estimates or we adjust these estimates in future periods, adjustments to the amounts recorded could materially impact our financial position and results of operations. Historically, our experience has not been materially different than our estimates. There have been no significant changes in the assumptions used to develop our estimates in establishing reserves and allowances for doubtful accounts, inventory obsolescence and warranty costs from fiscal year 2008 to fiscal year 2010 and no significant changes are anticipated for fiscal year 2011.

Property, Plant and Equipment

        We record property, plant and equipment at cost. Cost of property, plant and equipment acquired in a business combination is recorded at fair value based on the age and current replacement cost for similar assets on the date of the acquisition. We generally expense repair and maintenance costs unless they extend the useful lives of assets. Depreciation of property, plant and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 3 to 37 years for equipment and from 17 to 25 years for buildings. Gains and losses related to the disposition of property, plant and equipment are charged to other income or expense when incurred. Also, when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, management assesses whether there has been an impairment in the value of the asset by comparing the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition to the carrying amount of the asset. If the expected future cash flows are less than the carrying amount of the asset, an impairment loss is recognized based on the excess of the asset's carrying value over its fair value. Fair value is estimated based on discounted cash flows, independent appraisals or comparable market transactions.

Goodwill and Intangible Assets

        Our goodwill represents the excess of the purchase price we pay in a business combination over the fair value of net tangible and identifiable intangible assets acquired. We test our goodwill for impairment annually or more frequently if events or circumstances indicate the potential for impairment. In 2010, we performed our impairment test on the last day of our fiscal year. For fiscal year 2011, we have made an accounting policy election to perform our annual impairment test on the first day of our fourth quarter. We believe this change is preferable as it provides additional time to quantify the fair value of our reporting units and also reduces the likelihood that the annual impairment analysis would not be completed by the filing date of our annual financial statements. This change in accounting policy will not delay, accelerate or avoid an impairment charge and does not result in adjustments to our financial statements when applied retrospectively. For impairment testing purposes, we have identified six reporting units at the operating segment level, primarily based upon the nature of discrete businesses comprising our operations. As of December 31, 2010, goodwill has been allocated to four of the identified reporting units. Two operating segments are below the required quantitative thresholds and have been aggregated into one reporting segment, European Engineered Products.

        The impairment test for goodwill is a two step process. If the carrying value of the reporting unit exceeds its fair value, the goodwill is potentially impaired and the implied fair value of goodwill must be determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. If the carrying amount of a reporting

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unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized equal to the excess of the carrying amount of goodwill over its implied fair value. We determine the fair value of each reporting unit based on an income approach, using a discounted cash flow analysis, and a market valuation approach, using market multiples of publicly traded guideline companies. The discounted cash flow analysis requires various judgmental assumptions about future cash flows, growth rates, and weighted average cost of capital. The assumptions about future cash flows and growth rates are based on an assessment of the business plans of each reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units.

        In 2008, our testing indicated that the net carrying value of our reporting units exceeded their fair values. Accordingly, we proceeded to determine the implied fair value of goodwill for comparison to recorded amounts. We recorded an impairment charge of approximately $345.0 million in 2008. No goodwill impairment charges were recorded based upon impairment testing performed as of December 25, 2009 or December 31, 2010.

        The following table is a summary of the key assumptions and results of our step-one test as of December 31, 2010, comparing the fair value of each reporting unit to the carrying value:

		Key Assumptions
								% Fair Value Exceeds Carrying Value as of December 31, 2010
Reporting Units		Discount Rate			Terminal Growth Rate						Goodwill as of December 31, 2010
											(in thousands)
U.S. Residential Building Products			13.5	%		3.0	%		96.4	%	$	65,942
U.S. RV and Specialty Building Products			13.5	%		3.0	%		55.0	%		15,112
European Roll Coated Aluminum			13.5	%		3.0	%		17.5	%		106,560
European Engineered Products
	Ellbee Limited		13.5	%		3.0	%		327.2	%		12,385
											$	199,999

        Assumptions and estimates about future cash flows and discount rates are complex and often subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. Our assessment includes significant estimates and assumptions including the timing and amount of future discounted cash flows, the discount rate and the perpetual growth rate used to calculate the terminal value. As of December 31, 2010, the fair value for the European Roll Coated Aluminum reporting unit exceeded carrying value by approximately 17.5%. Significant estimates and assumptions were used in determining the fair value of the reporting unit and changes in estimates could have a significant impact on the estimated fair value. For example, a 1.0% increase in the discount rate or a 0.5% decrease in the terminal growth rate would result in a change in the fair value of $11 million or $3 million, respectively, and could result in future impairments. We will continue to analyze changes in assumptions in future periods.

        We have recognized intangible assets, apart from goodwill, acquired in business combinations and resulting from certain shareholder transactions, at fair value on the date of the transactions. Indefinite lived intangible assets are not amortized, but are tested for impairment annually on the last day of our fiscal year, or more frequently if events or circumstances indicate the potential for impairment. We amortize our intangible assets with finite lives over their useful lives based upon the pattern in which the economic benefits of the intangible assets are recognized. If that pattern cannot be determined, a straight-line amortization method is used. Intangible assets with finite lives are tested for impairment when there are indications that the carrying amount of an intangible asset may not be recoverable. We utilize an income approach to estimate the fair value of our definite and indefinite lived intangible assets to test for impairment.

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        We record impairment charges on goodwill and intangible assets in goodwill and other impairments in the consolidated statement of operations. The 2008 impairments of goodwill, trade names and customer relationships resulted from broad declines in our estimate of cash flows to be derived from future sales. See Note 6 to our audited consolidated financial statements included elsewhere in this prospectus for further disclosures related to goodwill and other intangible assets.

Income Taxes

        We account for income taxes using the asset and liability method of accounting. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. We establish valuation allowances if we believe it is more likely than not that some or all of the deferred tax assets will not be realized. We do not recognize a tax benefit unless we conclude that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met a tax benefit is recognized and measured as the largest amount of the tax benefit that in our judgment is greater than 50 percent likely to be realized. Interest and penalties related to unrecognized tax positions are recorded in provision (benefit) for income taxes in our consolidated financial statements.

Revenue Recognition

        We recognize revenue when persuasive evidence of an agreement exists, delivery has occurred, our price to the buyer is fixed and determinable and collectibility is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership.

Recently Issued Accounting Standards

        See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Quantitative and Qualitative Disclosures About Market Risk

        We are exposed to market risk from changes in currency exchange rates (primarily the Euro and British pound sterling), interest rates and commodity prices (primarily aluminum and steel).

Foreign Currency Exchange Risk

        Approximately 38% of our net sales for the six months ended July 1, 2011 originated in Europe. Approximately 33% of our net sales for the year ended December 31, 2010 originated in Europe. Although our sales outside the United States are subject to exchange rate fluctuations, we do not use derivatives to manage our foreign currency exchange risks resulting from foreign sales.

Interest Rate Risk

        We have market risk related to changing interest rates. Although we historically entered into interest rate agreements to reduce the impact of interest rate fluctuations on our interest expense, we terminated all of our outstanding interest rate swaps in connection with the Restructuring. We may enter into additional interest rate swaps in the future to manage our interest rate risk.

Commodity Price Risk

        From time to time we enter into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. We may also choose to commit to purchase a specific quantity of aluminum over a specified time period at a fixed price, exposing us to the difference between the fixed price and the market price of aluminum during that time period. We do not use hedges to manage our long-term risks relating to market prices of steel and aluminum raw materials because we are generally able to pass on changes in market prices to customers.

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BUSINESS

        We are a leading international producer of metal and vinyl products sold to the residential repair and remodel, non-residential construction and recreational vehicle (RV) markets primarily in North America and Europe. We are a leader in several niche product categories, including preformed roof-drainage products sold in the United States, metal roofing and siding for wood frame construction in the United States, and aluminum siding for towable RVs in the United States and Europe. Sales to the building products and RV markets accounted for approximately 73% and 15% of our 2010 net sales, respectively.

        Our customers are located predominantly throughout North America and Europe and include distributors, contractors and home improvement retailers, as well as RV, transportation and other original equipment manufacturers ("OEMs"). We have extensive in-house manufacturing and distribution capabilities for our more than 10,000 unique products and operate through a network consisting of 41 facilities, including 33 located in the U.S., two in Canada and six in Europe. We have over 50 years of experience manufacturing building products and RV exterior components, including our time as a division of our former parent, Alumax, a fully integrated aluminum producer acquired by Alcoa Inc. in 1998. We have operated as an independent company since 1996 when our division was acquired in a management-led buyout.

        The following charts show our net sales by end-market, business segment and geography during the year ended December 31, 2010:

Net Sales by End Market	Net Sales by Business Segment	Net Sales by Geography

        For the year ended December 31, 2010, we had total net sales of approximately $884 million, a net loss of approximately $39 million, and Adjusted EBITDA of approximately $69 million, which represent increases of 9% in net sales and 20% in Adjusted EBITDA as compared to the year ended December 25, 2009. We believe these improved results are indicative of a modest recovery in our business following the global economic downturn. For comparison, our net sales and Adjusted EBITDA, excluding pro forma amounts for acquired businesses, were approximately $1.1 billion and $115 million, respectively, for the year ended December 29, 2006, the last full year before the economic downturn. For a reconciliation of net income (loss) to Adjusted EBITDA, see footnote 3 in "Summary Consolidated Financial Information."

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Our Competitive Strengths

        The following competitive strengths have contributed to our success and are critical to maintaining the market positions that we enjoy and achieving our plans for future growth:

        Well positioned leader in rebounding end markets.    We maintain leading market positions in a number of niche markets which we believe are likely to rebound following a severe cyclical downturn. These positions include:

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#1 position by unit volumes in preformed residential gutters sold in the United States.

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#1 position by revenues in metal roofing and siding for wood frame construction in the Northeast United States.

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#1 position by unit volumes in aluminum siding for towable RV exteriors in the United States.

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#1 position by unit volumes in aluminum siding and roofing for towable RVs in Europe.

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#1 position by unit volumes in steel exterior panels for manufactured housing in the United States.

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#1 position by revenues in vinyl windows and doors for the UK holiday home and home center markets.

        Our total net sales derived from these #1 positions were $335.8 million in 2010, or 38% of our total net sales. We believe our leading market positions position us to grow sales and improve our profitability amid a period of anticipated recovery in the residential repair and remodel, non-residential construction and RV markets.

        Fabrication capabilities specifically tailored for niche markets.    Our manufacturing capabilities are critical to maintaining our strong position in several niche markets for our products. We are able to procure bare metal and paint it to our customers' specifications. These integrated metal coil coating capabilities provide us with a competitive advantage in the home improvement retail and RV industries as an integrated low-cost supplier of metal products with the ability to meet the demanding delivery requirements of customers in these industries. We believe we are also the only supplier who manufactures roof drainage components from each of the four most common gutter materials: aluminum, steel, copper and vinyl. In Europe, our 103" wide aluminum coating line in the Netherlands is one of only two such lines in the world that coat metal in excess of 100" wide.

        Strong, established customer relationships.    We have maintained long-standing relationships with our major customers across our end markets and, to many, we are a critical supplier. Our top ten accounts include customers from each of our five business segments, have been customers of ours for more than 15 years on average, and include The Home Depot® and Lowe's®, the two largest home improvement retailers in the United States, each of whom have been our customer for over 25 years. In addition, since 2005, the year-over-year retention rate of our top 100 customers has averaged over 97%. The depth and longevity of our customer relationships provide a foundation for recurring revenues and an outlet for the introduction of new products.

        More efficient, lower cost business.    Since the third quarter of 2008 we have worked to operate a more efficient, lower cost business. Recent improvements reflect the results of our ongoing initiatives to centralize certain management controls, rationalize our operating structure and implement best practices to improve our manufacturing culture. Specific initiatives include:

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Facility rationalization.  Between January 2008 and July 2011, we closed 30 facilities representing approximately 27% of our square footage devoted to manufacturing and distribution. These closures eliminated redundant and less profitable or unprofitable facilities while reducing supervisory and administrative personnel. In closing these facilities, we endeavored to and

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believe we did retain a significant portion of the profitable business previously served by these closed facilities. We believe we have enhanced the overall productivity potential of our facilities and will be able to support the peak volumes that existed prior to these closures.

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Centralized lean manufacturing deployment.  Beginning in June 2008, we centralized the implementation and execution of our lean manufacturing initiatives and related integrated sales and operational planning. As a result, we have achieved significant reductions in inventory, improved our efficiency and strengthened customer service at many of our facilities. We expect to continue to benefit from greater efficiencies incrementally as we implement these best practices across our global platform.

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Information technology deployment.  We have deployed a market leading enterprise resource planning, or ERP, system in our U.S. Non-Residential Building Products segment, our U.S. Residential Building Products segment and our corporate offices. We expect to deploy this system in our remaining U.S. segment within the next two years. Compared to the legacy systems previously utilized, our new ERP system enables us to better support our manufacturing and selling processes by providing critical information related to product cost, supply chain status and customer profitability.

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Improved freight and logistics productivity.  We have undertaken a significant number of initiatives to improve our freight and logistics productivity and reduce our shipping costs, including outsourcing routes, implementing load optimization software, changing our driver compensation structure and adding on-board GPS systems to track productivity and manage mileage-based compensation within our captive shipping fleet.

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Non-metal procurement cost management.  Under our procurement cost reduction initiatives, in 2010 we reduced our non-metal procurement costs by more than $3.8 million.

        As a result of these and other initiatives, we have a more favorable cost structure than we did prior to 2008. For example, we estimate that we increased our net sales per employee by 7.3% for the year ended December 31, 2010 as compared to the year ended December 28, 2007. We also estimate that we reduced our selling and general expenses (excluding depreciation) as a percentage of sales volume by 2% in the year ended December 31, 2010 as compared to the year ended December 28, 2007. These improvements were achieved despite a 23% reduction in net sales volume during the same period. We believe that these improvements have made us more competitive and have positioned us to improve our operating margins when key end markets recover.

        Significant diversification across products, materials, customers, end markets and geography.    We produce and deliver over 10,000 unique products, utilizing aluminum, steel, copper, vinyl and fiberglass, through a multi-channel distribution network that serves customers across multiple end markets and geographies. Our customer base is highly diverse, with our top ten customers accounting for less than 31% and no single customer accounting for more than 12% of our total 2010 net sales. Further, our top ten customers include customers from each of our five segments. Our sales are also diversified geographically, with 67% of our 2010 net sales originating in the U.S. and Canada and the remainder originating in the UK, the Netherlands and France. This diversity has helped to offset the cyclicality that is experienced in some of the markets we serve, while allowing us to address profitable growth opportunities as they arise in different product lines, end markets and geographies.

        Committed and experienced management team.    We have an experienced management team led by our chief executive officer Mitchell B. Lewis and chief financial officer R. Scott Vansant. Messrs. Lewis and Vansant each have approximately 20 years of industry experience with us and our predecessor and have effectively led us through various industry cycles, economic conditions and capital and ownership structures.

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Our Business Strategy

        Our strategy is to leverage the strengths and experience that have provided us leading market positions to grow our business beyond our current product offerings and the customers and geographic markets we currently serve. In addition, we will endeavor to improve our capabilities and profitability through process improvement initiatives and further cost reductions.

        Capture growth related to anticipated market recovery.    We intend to capitalize on the anticipated recovery in the residential repair and remodel, non-residential construction and RV markets. We believe that our leading market positions, well-established customer relationships, broad product portfolio, national distribution capabilities and low cost manufacturing platform provide us with a competitive advantage over other suppliers.

        Continue to focus on operational leverage.    We believe that we have created significant operating leverage within our current manufacturing platform that will provide substantially greater earnings potential in a rising volume environment. We intend to continue to improve our cost structure through incremental lean manufacturing deployment, improved supply chain management, reduced freight and procurement costs, incremental facility rationalization, and implementation of best practices throughout our organization. We also intend to continue to integrate new information technologies across our business, which we expect will further enhance our management capabilities, improve our data quality and enable further integration of our businesses.

        Drive growth through business development initiatives.    We have instituted a series of business development initiatives that we believe will position us to achieve profitable organic growth. As part of our planning process, we task each segment to broaden its geographic presence and product offering. Our efficient and adaptable manufacturing and distribution platform, as well as our existing channel partners and industry relationships, have well positioned us to develop and profitably commercialize new products as well as modify existing products to respond to new and expanding markets, particularly when our markets continue to recover. As part of our efforts, we have instituted an incentive compensation structure that specifically rewards business development efforts among key managers.

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Expand into new geographic markets.  Our efficient and adaptable manufacturing and distribution platform as well as our established channel partners and industry relationships, have well positioned us to identify and selectively act on growth opportunities in new geographic markets. The versatility of our product line allows us to modify already successful products for use in other geographic areas both in the United States and abroad. For example, we plan to grow our sales of roof drainage products in Canada and our sales to the distributor channels outside the Northeastern United States. Internationally, we have increased our sales representation in emerging markets where our manufacturing and distribution expertise can be leveraged profitably.

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Increase sales to new customers.  We plan to continue identifying and developing new market opportunities for our products. Opportunities include selling to government entities (including the military) or to government contractors, and increasing penetration of all building materials sales channels with our full product line.

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Develop innovative new products.  We plan to continue engaging in research and development of new products and leveraging our existing customer relationships to distribute these products. Examples include our successful introduction of a new solid gutter cover in the United States as well as roll coated aluminum coil offerings with unique graphics capabilities for architectural applications.

        Maintain focus on free cash flow generation and deleveraging.    Since 2008, centralization of many procurement functions and implementation of operational planning processes have enhanced our

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capabilities for managing working capital. In addition, while capital expenditures have historically averaged approximately 1% of net sales, reductions in the number of facilities we operate has further reduced capital spending necessary to maintain equipment and productive capacity while also reducing operating costs. We expect to continue to develop our capabilities for working capital management and to maintain low levels of maintenance capital expenditures. Our focus on these initiatives reflects our intention of generating free cash flow available for debt reduction and deleveraging.

Our Business Segments

        We manage our business and serve our customers through five reportable segments differentiated by market, product type and geography. Our structure and business model trace their roots to our history as a downstream producer of aluminum products and have evolved in response to customer demand for products made from materials other than aluminum and in pursuit of growth opportunities in different end markets and geographies. Today we offer a full complement of products responsive to the demands of the markets we serve and produced from various materials, including aluminum, steel, copper, vinyl and fiberglass.

        Our five reportable business segments are described below:

U.S. Residential Building Products

        Our U.S. Residential Building Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. We sell these products to home improvement retailers, lumber yards, distributors and contractors from nine manufacturing and distribution facilities located in North America.

        This segment accounted for $244.5 million, or 28%, of our net sales in 2010. In 2010 we were the leading manufacturer of preformed metal gutters sold in North America by unit volumes. Further, we believe that we are the only North American supplier that produces preformed roof drainage systems from each of the four most common gutter materials aluminum, steel, copper and vinyl. Demand for products we sell through this segment generally increases in periods following significant weather events including hurricanes, severe winter weather, and excessive rain.

U.S. Non-Residential Building Products

        Our U.S. Non-Residential Building Products segment utilizes light gauge steel and aluminum coil to produce exterior building components, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories. We sell these products to builders, contractors, lumber yards and home improvement retailers from 11 manufacturing and distribution facilities located in the United States. These products are predominantly used in the construction of a wide variety of small scale non-residential, agricultural and industrial building types on either wood or metal frames.

        This segment accounted for $203.4 million, or 23%, of our net sales in 2010. We believe that we are the second largest supplier of steel roofing and siding utilized for wood frame construction in the United States by revenues and believe that we have the largest market share of steel roofing and siding supplied to the Northeastern U.S. wood frame market by sales volume.

U.S. RV and Specialty Building Products

        Our U.S. RV and Specialty Building Products segment utilizes various materials, including aluminum coil, steel coil and fiberglass to create exterior components for the towable RV, cargo and manufactured housing markets. These products include sidewall components, siding, doors and trim.

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We also produce specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the Western United States. Our vinyl windows and patio and awning products are high-end replacement and remodel products that carry strong brand recognition in the regional markets where they are sold. This segment operates from 13 manufacturing and distribution locations in the United States.

        This segment accounted for $146.1 million, or 16%, of our net sales in 2010. We estimate that we sold at least 50% of the aluminum sidewalls and 26% of the doors used in the production of towable RVs in the United States in 2010. In addition, we believe that we are the only supplier of aluminum sidewalls in the United States with in-house coil coating capabilities. After declining in 2008 and 2009, the towable RV market grew 42% in 2010 according to the RVIA.

European Roll Coated Aluminum

        Our European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which we also process into specialty coated sheets and panels. We sell these products to building panel manufacturers, contractors and UK "holiday home," RV and transportation OEMs throughout Europe and in parts of Asia. Our customers use our specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. We produce and distribute these roll coated products from one facility in the Netherlands and one facility in the United Kingdom.

        This segment accounted for $210.5 million, or 24%, of our net sales in 2010. We estimate that we sold at least 85% of the aluminum sidewall material used in the production of RVs in Europe in 2010.

European Engineered Products

        Our European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory-built "holiday home" builders in the United Kingdom. We also produce windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in Western Europe and RV doors. We produce and distribute these engineered products from two facilities in France and two facilities in the United Kingdom and have developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

        This segment accounted for $79.2 million, or 9%, of our net sales in 2010. We believe that we are the largest supplier of residential vinyl windows to the UK home improvement and holiday home markets by revenues.

Our Products

        Our products are sold to a diverse group of customers operating in a variety of industries. Our sales and marketing effort are organized on a decentralized basis to provide services to our broad

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customer base in multiple geographic areas. The table below lists our key products, materials used, customers, sales regions, segments and end markets:

Products	Primary Materials	Customers	Primary Sales Regions	Segments	End Markets
Roof Drainage Products (gutters, downspouts and accessories)	Aluminum, Steel, Vinyl, Copper	Home Improvement Retailers, Lumber Yards, Rural Contractors, Home Improvement Contractors, Distributors, Manufactured Housing Producers	U.S.	U.S. Residential Building Products and U.S. Non-Residential Building Products	Residential Building Products; Non-Residential Building Products
Soffits (roof overhangs), Fascia (trims), Flashing (roofing valley material)	Aluminum, Steel, Copper	Home Improvement Retailers, Lumber Yards, Rural Contractors, Industrial and Architectural Contractors, Home Improvement Contractors, Manufactured Housing Producers	U.S.	U.S. Residential Building Products and U.S. Non-Residential Building Products	Residential Building Products; Non-Residential Building Products
Roofing & Siding (including RV siding and building panels)	Aluminum, Steel, Vinyl, Fiberglass	Rural Contractors, Distributors, Lumber Yards, Industrial and Architectural Contractors, Home Improvement Contractors, Manufactured Housing Producers, Home Improvement Retailers, OEMs, RV Manufacturers	U.S., Europe	U.S. Non-Residential Building Products, U.S. RV and Specialty Building Products, European Roll Coated Aluminum and European Engineered Products	Residential Building Products, RV Products, Non-Residential Building Products
Doors	Aluminum, Fiberglass	Distributors, Home Improvement Retailers, Home Improvement Contractors, RV Manufacturers	U.S., Europe	U.S. Non-Residential Building Products, U.S. RV and Specialty Building Products and European Engineered Products	RV Products, Residential Building Products
Windows	Aluminum, Vinyl	Holiday Home Manufacturers, Home Improvement Contractors, Transportation Industry Manufacturers, OEMs, RV Manufacturers	U.S., Europe	U.S. Non-Residential Building Products, U.S. RV and Specialty Building Products and European Engineered Products	RV Products, Residential Building Products, Other Products
Specialty Coated Coils (painted aluminum and steel coils)	Aluminum, Steel	Various Building Panel Manufacturers, RV Manufacturers, Transportation Industry Manufacturers, OEMs	Europe	European Roll Coated Aluminum	RV Products, Non-Residential Building Products, Other Products

Our End Markets

        Through our five business segments we serve two primary end markets—Building Products and Recreational Vehicle Products. Within the Building Products market, we serve both the Residential and Non-Residential Building Products markets. We believe our geographic network, broad product portfolio and customization capabilities allow us to effectively meet the diverse requirements of our

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customers within our end markets. The following table illustrates our net sales in 2010 by segment and end market:

	End Markets Served
Segment	Residential Building Products			Non-Residential Building Products			Recreational Vehicle Products			Other Products			Net Sales			% of Net Sales
U.S. Residential Building Products	$	239.5		$	—		$	—		$	5.0		$	244.5			27.7	%
U.S. Non-Residential Building Products		—			203.4			—			—			203.4			23.0	%
U.S. RV and Specialty Building Products		51.7			—			57.3			37.1			146.1			16.5	%
European Roll Coated Aluminum		—			106.6			70.9			33.0			210.5			23.8	%
European Engineered Products		40.0			2.7			7.3			29.2			79.2			9.0	%
Net Sales	$	331.2		$	312.7		$	135.5		$	104.3		$	883.7			100.0	%
% of Net Sales		37.5	%		35.4	%		15.3	%		11.8	%		100.0	%
Principal Products		Gutters, downspouts, gutter guards, soffits, patio doors, windows, etc.			Metal roofing, siding panels, drip caps, coated metal coil.			RV exterior components and doors			Coated metal and sheet, cabin frames, sunroofs and windows.
Customer Type		Home improvement contractors, home improvement retailers, distributors and manufacturing housing producers			Rural, industrial and architectural contractors, distributors and builders			RV OEMs			Transportation and other OEMs.

Residential Building Products

        We are a leading supplier of metal and vinyl gutters and related components to U.S. home improvement retailers. Our other residential building products include patio doors, windows and bath and shower products primarily used in the home improvement market. We continue to grow our sales into the residential building products end market through an emphasis on growing our sales of patio doors, vinyl windows and lattice systems.

Roof Drainage Products

        We produce and distribute virtually every component of roof drainage systems and offer a complete product line, including aluminum, steel, copper and vinyl products.

        Home Improvement Retailers.    We sell to all major home improvement retailers, which represent the largest customer group for our roof drainage sales. Our success in this market can be attributed to the following factors:

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Distribution: We maintain a national manufacturing and distribution network to home improvement retailers in the roof drainage sector. We have a national distribution network which is able to satisfy short lead times (usually two days) mandated by home improvement retailers.

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One-stop Shopping: We offer home improvement retailers a full spectrum of roof drainage products and accessories. Further, we offer new and innovative products, including patented products. For example, we introduced the patented Flex-A-Spout^TM which diverts water around trees, shrubs and decks with a corrugated design that easily bends and holds its shape, even when buried.

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Cost: Our size and ability to internally paint metal provides a distinct cost advantage compared to most of our competitors. Our purchasing power also affords us a raw materials cost advantage.

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Customer Relationships: We have developed long-term relationships with home improvement retailers, having served that market for over 30 years.

        Distributors.    Roof drainage products sold into the distributor market are generally characterized by heavier gauges and different component parts. Orders from distributors are typically larger in size than those from either the home improvement retailer or contractor market, which allows us to service this market with fewer locations. Products bought by distributors are typically resold to individual contractors.

Other Residential Building Products

        We produce and distribute a wide range of other residential building products including awning systems, vinyl windows, aluminum shower enclosures, patio doors and manufactured housing siding. These products are typically sold to holiday home and manufactured housing OEMs, home improvement contractors and distributors.

Replacement Vinyl Windows

        We manufacture and sell vinyl windows for the residential replacement markets in the United States and United Kingdom. Vinyl windows require low maintenance and generally are more resistant to temperature than wood and aluminum. In the United States, we sell primarily to the high-end residential contractor market from manufacturing facilities in Sacramento, California and Loveland, Colorado. Over recent years, vinyl window sales have eroded business from wood and aluminum. We also manufacture vinyl windows in the United Kingdom that we sell to the UK holiday home market.

Lattice and Awning System Products

        Lattice and awning systems are patio covers and shade structures that enhance outdoor living space. Each component is manufactured from structural aluminum alloys and finished with a high performance coating offered in a variety of colors. This gives the products the appearance of wood with long-term durability. Our lattice and awning systems are sold to contractors and distributors and sales tend to be driven by general remodeling activity. These systems are manufactured in Romoland, California and distributed through two locations in California and Arizona. We believe that the versatility of this product line will provide us a growth opportunity by allowing us to modify these already successful products for use in other geographic locations.

Aluminum Bath and Shower Enclosures

        We manufacture and sell aluminum bath and shower enclosures. These products are manufactured in one location in the United Kingdom and are sold to the UK distributor and holiday home markets. These products have benefited from overall market growth as consumers begin to switch to more modern baths and showers.

Patio and French Doors

        We manufacture and sell vinyl patio and French doors for the UK home center market. By applying our expertise from our U.S. vinyl operation to support our initiative in the United Kingdom, we have grown sales significantly since initiating this program in 2003.

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Non-Residential Building Products

        We supply metal roofing, siding and accessories for a wide variety of non-residential construction applications, including agricultural, industrial and architectural uses. The core products we sell to this end market include metal roofing and siding, along with numerous accessories such as ridge caps, ridge vents and corners used in non-residential construction. In addition, we manufacture and sell specialty coated aluminum and steel products that are further fabricated by our non-residential customers. We serve a variety of customers through a number of distribution channels including contractors, distributors and lumber yards.

        Demand in the agricultural/rural market is driven by non-residential construction trends in rural areas. In addition to increased volumes from overall market growth, we plan to grow our share in regions of North America where we have low penetration. We have not historically had a major presence in the industrial and architectural market, and management believes there is potential for increasing our market share by leveraging our product and manufacturing capabilities and our cost advantage.

Metal Roofing, Siding and Accessories ("MRS")

        This end market's core products include fabricated metal roofing and siding panels, along with numerous accessories such as drip caps, ridge vents and corners. These products are used primarily for exterior walls and roofs. We also sell metal roofing panels directly to contractors for use in smaller non-residential construction (e.g., schools and office buildings). In addition, we supply home improvement retailers with standard metal panels which are then sold to customers or contractors in the "Do-It-Yourself", or DIY, market.

        MRS serves a highly fragmented market divided into two distinct market customer groups: the wood frame market and the industrial/architectural market. Both markets are regional and characterized by high shipping costs and short lead times. Sales to the wood frame group are made primarily through builders, distributors and contractors, and are driven by rural construction trends. Sales to the industrial/architectural customer group tend to be more customized with product characteristics often specified by architects. We serve this customer group through Fabral, Inc., a well recognized brand name in the industry.

        Demand is largely driven by consumer confidence, interest rates, consumer disposable income, the strength of agricultural markets, consumer access to affordable financing and commercial construction trends. The agricultural market is highly fragmented and we compete against a number of smaller, mostly private companies.

Specialty Coated Metals

        We manufacture and sell specialty coated aluminum and steel that is further fabricated by our non-residential customers. We purchase coil from primary metal producers, which is then coated through a roll-coating painting process before being sold for further fabrication by customers. We primarily focus on niche products that have difficult technical and quality requirements such as rolled aluminum unique colors and patterns, advanced finishes and higher-end panels. The market for specialty painted coils is fragmented and diverse with demand driven primarily by non-residential construction trends.

Recreational Vehicle Products

        We manufacture and sell components for use in the production of RV exteriors to all major RV OEMs. These products include painted aluminum coils, roll formed aluminum panels, doors and exterior wall panels (typically a fiberglass reinforced panel). Aluminum panels sold to our customers

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are initially painted at one of our coil coating lines, and are then either delivered directly to customers or further fabricated.

        There are two distinct segments in the RV market: products for (i) motorhomes and (ii) towable RVs. Motorhomes are motorized RVs, whereas towable RVs are towed by automobiles and light trucks. In these markets, we believe we are the number one supplier of RV aluminum siding for towable RVs in the combined U.S. and European markets. Geographically, approximately 58% of 2010 overall RV net sales were in Europe with the balance in the United States.

        Demand for our RV products is driven by trends in disposable income, interest rates and general economic conditions, as well as demographic trends relating to consumers in the 55 through 74 year old age group, who constitute a significant source of demand for RV products. We primarily supply the lower price point aluminum towable RV market in the United States, which has historically been more stable relative to motorhomes. In Europe, we focus on both towables and motorhomes. Our coating capabilities in the United States and in Europe provide a distinct technological and competitive advantage over other suppliers. These capabilities enable us to paint a stripe or other decorative pattern directly onto the aluminum sheet according to customer specifications.

Aluminum Siding and Roofing

Europe

        In Europe, we serve substantially all major RV OEMs with aluminum exteriors. We serve our customers from one location in Corby, United Kingdom, and one location in Roermond, the Netherlands. Overall, the European RV market is more regionally focused than the U.S. market and country preferences have a significant impact on RV purchases. As a result of gasoline prices and aesthetic preferences, fiberglass, which as applied on a recreational vehicle is heavier than aluminum, has not gained significant market share over aluminum in Europe.

United States

        We believe we are the only national RV supplier of exterior aluminum siding with multiple locations across the United States. We also paint our coils internally, providing us with a significant cost advantage.

        Over the last 16 years, fiberglass has gained significant share as compared to aluminum in the production of RVs in the U.S. market due to its resistance to denting and scratching. This has occurred even though fiberglass is more costly and has historically required the use of a lauan substrate similar to plywood, which adds significant weight to the vehicle. In recent years, aluminum's share of the towable RV market has stabilized.

        We also serve the U.S. RV exterior market, including all major, multi-location North American OEMs. Our three Indiana facilities are strategically located to service the market as approximately 80% of all North American RVs are produced within Indiana. However, we are the only supplier with a network of locations producing aluminum siding outside of Elkhart, providing us with a significant competitive advantage in servicing our customers on a national basis.

RV Doors

        We sell entry, portable office and access doors for the RV, utility trailer and mobile modular industries. RV doors are produced in four locations: Indiana, United States, Pudsey, United Kingdom, Montreuil-Bellay and Andrezieux-Boutheon, France. RV doors are typically aluminum framed and the exterior is painted and manufactured to perfectly match the side panel of the RV.

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Other Products

        In addition to serving our three principal end markets, we have taken advantage of available manufacturing capacity and leveraged our expertise to develop and sell new products into other markets. We develop and manufacture various metal-based products, including windows sold to bus manufacturers, specialty coated metals for the appliance and transportation markets, and engineered transportation components sold to transportation suppliers. Our auto component products include seat rails made of extruded aluminum, aluminum extruded frames, and custom made sunroofs. The majority of our Other Products end market sales are in France.

        Because of its weight advantages, aluminum is displacing steel in automobile manufacturing. As that trend continues, we expect to capitalize on our aluminum fabrication and extrusion capabilities by increasing sales to Tier I suppliers of aluminum components. We have also emphasized sales of painted aluminum coil into specialty applications. For example, we sell wide painted aluminum into the container market, which improves aesthetics and enables customers to reduce application costs by avoiding seams on their interior panels.

Customer Groups

        Within our three principal end markets, we sell our products to a diverse array of customer groups operating in different industries. The following chart illustrates the distribution of actual net sales among different customer groups.

	Year Ended
	December 31, 2010			December 25, 2009			December 26, 2008
Home Improvement Retailers		21.8	%		23.8	%		18.2	%
OEMs		24.8	%		21.8	%		27.0	%
Industrial and Architectural Contractors		17.9	%		18.7	%		18.0	%
Rural Contractors		15.1	%		17.2	%		19.2	%
Distributors		11.6	%		10.1	%		9.3	%
Home Improvement Contractors		4.7	%		4.5	%		4.0	%
Manufactured Housing Producers		4.1	%		3.9	%		4.3	%
		100.0	%		100.0	%		100.0	%

        We believe that our focus on customer service and product innovation has helped us to establish and maintain long-standing relationships across various customer groups. Our top ten customers have purchased our products for more than 20 years on average. For example, we have maintained long-standing relationships with the two largest leading home improvement retailers in the United States, having done business with each of them for over 25 years.

        We work to foster and build on these relationships by offering our customers a national distribution network with what we believe to be among the best lead times in the industry; developing new products; strengthening the customer/supplier relationship through joint information technology system development and linkage; and building and maintaining personal relationships at multiple levels of our customers' organizations. We believe we have a diverse customer base, and our top ten customers, on a combined basis, represented approximately 31% of our 2010 net sales. In fiscal year 2010, our largest customer accounted for approximately 11% of our net sales.

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Original Equipment Manufacturers

        We supply OEMs, such as RV, holiday home, manufactured housing and transportation industry manufacturers. Our principal OEM customers are described below:

        Recreational Vehicle Manufacturers:    We supply various aluminum products to RV manufacturers in the United States and Europe including aluminum siding, roofing, doors and accessories. In addition, we supply laminated aluminum and fiberglass panels to RV manufacturers.

        Commercial Panel Manufacturers:    We sell painted aluminum coil to customers who produce commercial building panels. These panels become part of a total package of commercial building wall panels and facades.

        Transportation Industry Manufacturers:    In addition to supplying RV manufacturers and commercial panel manufacturers, we also supply manufacturers in the transportation industry in Europe with windows, sunroofs, frames and various other components fabricated from aluminum extrusions.

        Other Manufacturers:    We also use our decorative and coil coating capabilities for products supplied to producers of transport containers.

Home Improvement Retailers

        Our home improvement retail customers supply the well-established DIY market in the United States, Canada and the United Kingdom. In the United States, we sell building and construction products. In the United Kingdom, we sell patio doors, vinyl windows and residential entry doors. Home improvement retailers include small hardware stores, large cooperative buying groups, lumberyards and major home improvement retailers.

Rural Contractors

        We supply aluminum and steel roofing and siding products to rural contractors for use in agricultural and rural buildings such as sheds and animal confinement buildings. We sell our products to traditional rural contractors, including building supply dealers, building and agricultural cooperatives, and animal confinement integrators. Building suppliers and agricultural cooperatives typically purchase smaller quantities of product at multiple locations whereas contractors and integrators generally purchase large volumes for delivery to one site.

Home Improvement Contractors

        We sell a variety of products to home improvement contractors, the most significant of which are raincarrying systems and vinyl replacement windows. Other products sold to home improvement contractors include awnings, lattice systems, metal roofing, shower doors and patio and entrance doors. In the United States, we offer a full complement of vinyl replacement windows.

Distributors

        We sell to distributors who distribute to smaller contractors and act as service centers for the next tier of customers in both the United States and Europe. Residential building products sold through distributors include a wide range of shower enclosures, metal roof flashing materials, painted aluminum trim coil, raincarrying systems, fascia/soffit systems and drip edges.

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Industrial and Architectural Contractors

        We sell various products to the architectural and industrial contractor markets including standing seam panels, siding, painted coil, soffit and fascia. These products are primarily produced from galvanized steel or aluminum.

Manufactured Home Producers

        We sell fabricated steel siding and accessory parts to producers of manufactured housing in the United States. These products are used for exterior walls and roofs. In addition to steel siding, we also fabricate and supply a variety of steel and aluminum accessory components for manufactured home exteriors.

Sales and Marketing

        Our products and services are sold primarily by our sales personnel and outside sales representatives located throughout North America, Europe and Asia. We have organized sales teams to focus on specific customers and national accounts to allow us to provide enhanced supply solutions, and enhance our ability to increase the number of products that we provide to those customers and accounts.

Seasonality

        Our sales have historically been seasonal, with the second and third quarters accounting for the highest sale volumes. First and fourth quarter sale volumes are generally lower primarily due to reduced repair and remodel activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in our geographic end markets, as well as customer plant shutdowns in the RV and automotive industries during holidays and model changeovers.

Manufacturing Processes

        Our manufacturing processes employ a variety of equipment and several types of facilities. We believe that our deployment of equipment enables us to manufacture standard and custom products efficiently and economically. We have the equipment necessary for processing substantially all of our products in-house, which minimizes reliance on third party processors. This provides certain cost benefits while enabling us to add new products on a timely basis. These capabilities provide marketing and pricing advantages, including the ability to better control delivery time and to develop new and customer-specific products in an expeditious manner.

        Our manufacturing process generally begins with painting aluminum or steel coil through a process known as roll-coating. Once coated, the aluminum or steel is further fabricated through selected processes which include tension leveling, embossing, slitting, rollforming, brake pressing, notching and bending. These processes complete the appropriate steps to fabricate a finished product. Our coating and fabrication capabilities are described in more detail as follows:

        Coating (painting and anodizing).    Roll-coating is the process of applying a variety of liquid coatings (primarily paint) to bare aluminum or steel coil, providing a baked-on finish that is both protective and decorative. We have three coating lines in the United States and four in Europe. Two of the coating lines in the United States are primarily utilized for internal processing, while one coating line in the United States and the four coating lines in Europe, located within two facilities, are utilized to supply roll-coated products to both internal and external customers.

        Anodizing is an electrochemical process that alters an aluminum surface through a controlled and accelerated oxidation process, which, if desired, may also color the material. Anodizing provides a high quality architectural finish to aluminum extrusions, which is demanded by certain customers. Anodizing

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is a key manufacturing process we offer in our Montreuil-Bellay facility included in the European Engineered Products segment, which fabricates automotive parts and extrusions used in the transportation industry.

        Fabrication.    After coating, the slit or uncut coil in our U.S. Residential Building Products U.S. Non-Residential Building Products, U.S. RV and Specialty Building Products, European Roll Coated Aluminum and European Engineered Products segments may then undergo a variety of downstream production processes which further fabricate the aluminum and steel sheet to form the desired product. Fabrication equipment includes rollformers, punch and brake presses, embossers and expanding machinery for a variety of applications. Production machinery also includes equipment to bend, notch and cut aluminum and vinyl extrusions required, together with glass, for the assembly of windows and doors.

Raw Materials

        Our main raw material purchases consist primarily of aluminum and steel, and, to a lesser extent, paint, glass, copper and vinyl. Aluminum and steel account for approximately 74% of our raw material costs for the year ended December 31, 2010. We sold approximately 183 million pounds of aluminum and 215 million pounds of steel during the year ended December 31, 2010. All of our raw materials are sourced from external suppliers who are located primarily in the United States and Europe. As one of the largest aluminum coil purchasers in the building products sector, we have enjoyed significant purchasing power which we believe has historically allowed for favorable pricing terms compared to our smaller competitors.

        All of our raw material inputs are sourced from external suppliers. We purchase our steel and aluminum sheet requirements from several foreign and domestic aluminum and steel mills. We believe there is sufficient supply in the market place to competitively source all of our requirements without reliance on any particular supplier. To assure continuity of supply, we negotiate contracts for minimum annual purchases of aluminum from several suppliers. Commitments for minimum annual purchases are typically at a market price. At December 31, 2010, we did not have any such minimum purchase commitments outstanding. In addition, to ensure a margin on specific customer orders, we may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. At December 31, 2010, such fixed price purchase commitments were approximately $27.4 million.

        Approximately 53% and 27% of our net sales in 2010 derived from sales of aluminum and steel products, respectively. Both of these raw materials are subject to a high degree of volatility caused by, among other items, the relationship of world supply to world demand, the relationship of the U.S. dollar to other currencies, and the imposition of import and export tariffs. Historically, prices at which we sell aluminum and steel products tend to fluctuate with corresponding changes in the prices paid to suppliers for these raw materials. Supplier price increases and decreases are typically, but not always, due to competition and the market for alternative products, passed on to customers. Accordingly, our net sales and margins attributable to aluminum and steel products may fluctuate, with little or no change in the volume of shipments. See "Risk Factors—Risks Related to Our Business—Our financial performance is affected by the prices of our key raw materials, particularly aluminum and steel. Price fluctuations relating to aluminum and steel could have a material adverse effect on our business, financial condition, results of operations, prospects and cash flows and limit our operating flexibility."

Intellectual Property

        We rely on a combination of patents, trademarks, trade secrets, other intellectual property rights, and other protective measures to protect our proprietary rights, such as our patented Flex-A-Spout^TM product. We do not believe that any individual item of our intellectual property portfolio is material to our current business. We have licensed, and may license in the future, certain intellectual property and

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technology from third parties. See "Risk Factors—Risks Related to Our Business—We may be unable to protect our intellectual property rights, and we may be subject to intellectual property litigation and infringement claims by third parties."

Competition

        We believe the principal competitive factors affecting our business are market diversity, customer diversity, geographic diversity and product and material diversity. We believe that we are well positioned to compete with regard to each of these factors in each of the core markets in which we operate.

        We have leading market positions in many of our core product markets. We have historically utilized our strong market positions and operating platforms to grow our business through both organic initiatives and acquisitions, and to improve our profitability. In certain fragmented markets, we are a national supplier to a broad customer base. We have focused on both introducing new products to our existing customer base and selling existing products into new markets and regions.

        In the residential end market, which includes roof drainage products, our competitors in all three selling channels (home improvement retailers, distributors and contractors) are fragmented and only have regional distribution capabilities. Selected competitors include Gibraltar Industries, Spectra and Royal-Apex Manufacturing Company, Inc. The U.S. RV OEM end market is a small, concentrated industry with a handful of large-scale competitors including Foremost and Drew Industries. In Europe, the market is similarly concentrated with primary competitors being Hartal and Eltherington Group Ltd., to which we supply certain products. The non-residential end-market includes the agricultural and industrial sectors. The agricultural market is extremely fragmented in the U.S. Our primary competitors are Metal Sales Manufacturing Corp., McElroy, Central States and Union Corrugating. In the architectural market, which is also highly fragmented, CENTRIA Architectural Systems, Metal Sales Manufacturing Corp., NCI and Peterson Aluminum Corporation are our principal competitors. In the industrial market, particularly in Europe, we occasionally compete with vertically integrated aluminum mills such as Novelis Inc., Hydro Aluminum, Alcoa and Hulett.

Environmental, Health and Safety Matters

        Our manufacturing operations are subject to a range of federal, state, local and foreign environmental and occupational health and safety laws and regulations, including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste and substances, and the remediation of contamination associated with the current and past use of hazardous substances or other regulated materials. We may not be, at all times, in full compliance with all such requirements. Many of our operations require environmental permits and controls pursuant to these laws and regulations to prevent and limit pollution. These permits contain terms and conditions that impose limitations on our manufacturing activities, production levels and associated activities and periodically may be subject to modification, renewal and revocation by issuing authorities. We believe we are in compliance in all material respects with all applicable permit requirements. Historically, the costs of achieving and maintaining compliance with environmental and health and safety requirements have not been material costs. However, the operation of manufacturing plants entails risks in these areas, and a failure by us to comply with applicable environmental, health and safety laws, regulations, including permit requirements, could result in civil or criminal fines, penalties, enforcement actions, third party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions. While the amount of such liability could be material, we conduct our current operations in a manner intended to reduce the risks of such liability.

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        Under certain of these laws and regulations, such as the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), known as the Superfund law, and its state law analogs, we may be held liable for releases of hazardous substances on or from our properties or any offsite disposal location to which we may have sent waste or if contamination from prior activities is discovered at any of our current or former properties. Such liability may include cleanup costs, natural resource damages and associated transaction costs. Liability under these laws can be joint and several, and can be imposed without regard to fault or the lawfulness of the actions that led to the release at the time they occurred.

        Pursuant to these laws, we have been named as a potentially responsible party in state and federal administrative and judicial proceedings seeking contribution for costs associated with the investigation, analysis, correction and remediation of environmental conditions at eleven third party hazardous waste disposal sites. Pursuant to the terms of the Alumax acquisition agreement, subject to certain terms and limitations, Alumax (and its successors) has agreed to indemnify us for all of the costs associated with each of these eleven sites as well as for all of the costs associated with nine additional sites to which we may have sent waste for disposal but for which we have not received any notice of potential responsibility. Our ultimate liability will depend on many factors, including our volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, the financial viability and participation of the other entities that also sent waste to the site and Alumax's willingness or ability to honor its indemnification obligations.

        We are not currently conducting any investigation or remediation of contamination at facilities we own or operate. Potential liabilities of this kind are not subject to indemnification by Alumax. Once it becomes probable that we will incur costs in connection with remediation of a site and such costs can be reasonably estimated, we establish or adjust our reserve for our projected share of these costs. As of December 31, 2010, we had no reserves recorded for environmental matters, as we believe any potential liability is both remote and not reasonably estimable. However, the estimation of environmental liabilities is subject to uncertainties, including the scope and nature of contamination conditions, the success of remediation technologies being employed, new or changes to environmental laws, regulations or policies, future findings of investigation or remediation actions, alteration to expected remediation plans, or the number, financial condition and cooperation of other potentially responsible parties. In the event that we are responsible for environmental cleanup costs, any actual liabilities that exceed our reserves may have a material and adverse effect on our financial condition and, in particular, our earnings. In addition, we may incur significant liabilities under cleanup laws and regulations in connection with environmental conditions currently unknown to us relating to our existing, prior, or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired.

        The facility that our subsidiary Berger Bros Company ("Berger"), a subsidiary of Berger Holdings Ltd., leases in Ivyland, Pennsylvania has contaminated groundwater as a result of the migration from an adjacent property which was formerly the Naval Air Warfare Center, currently an NPL site under CERCLA. The area designated as an NPL site includes our leased property. The United States Navy is conducting a clean-up of the Naval Air Warfare Center NPL site under the Environmental Protection Agency's supervision. The owner/landlord of the Berger property obtained liability protection under Pennsylvania's Brownfield Law by demonstrating to the Commonwealth of Pennsylvania that the contamination is from an off-site source, and, under Pennsylvania law, such liability protection benefits tenants as well. Moreover, under Berger's lease, the landlord retained any liability for this contamination. Accordingly, although the facility leased by Berger is located on an NPL site, the effects of this contamination would not reasonably be expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

        Compliance with environmental, and occupational health and safety laws and regulations can be costly, and we have incurred and will continue to incur costs, including capital expenditures, to comply

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with these requirements. We estimate that our environmental capital expenditures will be approximately $0.2 million in 2011. In addition, these laws and regulations and their interpretation or enforcement are constantly evolving and have tended to become more stringent over time, and the impact of these changes on our business, financial condition, results of operations or cash flows are impossible to predict. For example, legislation and regulations limiting emissions of greenhouse gases, including carbon dioxide associated with the burning of fossil fuels, are at various stages of consideration and implementation, and if fully implemented, could significantly affect the price of the raw materials for and energy used to produce our products. If our compliance costs increase and are passed through to our customers, our products may become less competitive than other materials, which could reduce our sales. Our costs of compliance with current and future environmental requirements could materially and adversely affect our business, financial condition and results of operations, prospects and cash flows.

Employees

        As of December 31, 2010 we had approximately 2,210 employees, of which approximately 766 (35%) are employed in Europe and approximately 1,444 (65%) in the United States and Canada. Of these employees, approximately 34% are salaried and 66% are hourly employees.

        As of December 31, 2010, approximately 8% of our labor force is represented by collective bargaining agreements and an additional 24% of our labor force is represented by works councils.

        We are not a party to any material pending labor proceedings and believe that our relationship with employees is good.

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Facilities and Properties

        Our principal executive office and headquarters is located in Norcross, Georgia. Our principal facilities are listed below by end market:

		End Market
Facility		Residential Building Products	Non- Residential Building Products	Recreational Vehicle Products	Other Products	Owned/ Leased	Square footage
North America
	Norcross, GA—Corporate HQ					L		14,153
	Anaheim, CA	ü		ü		L		19,546
	Barrie, Ontario	ü				O		78,656
	Barrie, Ontario	ü				L		27,000
	Bloomsburg, PA			ü		L		90,478
	Bristol, IN			ü		O		110,000
	Cedar City, UT		ü			L		43,340
	Denver, CO	ü				L		10,940
	Duluth, GA	ü				L		231,000
	Elkhart, IN			ü		L		68,000
	Feasterville, PA	ü				O		110,475
	Grand Prairie, TX	ü				L		89,578
	Grapevine, TX		ü			L		90,014
	Gridley, IL		ü			O		99,700
	Idabel, OK		ü			O		45,540
	Ivyland, PA	ü				L		105,431
	Jackson, GA		ü			O		70,000
	Lancaster, PA	ü				O		220,726
	Lancaster, PA		ü			O		134,830
	Loveland, CO	ü				L		69,562
	Mansfield, TX			ü		O		55,280
	Marshfield, WI		ü			O		29,000
	Nappanee, IN			ü		O		200,000
	Plano, TX—ABP HQ					L		12,400
	Phoenix, AZ	ü				L		34,565
	Romeoville, IL	ü				L		108,643
	Romoland, CA	ü				O		75,000
	Sacramento, CA	ü				L		108,000
	Salem, OR		ü			L		116,800
	Spokane, WA		ü			O		32,400
	Stayton, OR			ü		L		35,000
	St. Joseph, MN		ü			L		67,000
	Tifton, GA	ü	ü			L		55,000
	West Helena, AR		ü	ü		O		226,850
	Woodland, CA	ü				L		91,445
Europe
	Andrezieux-Boutheon, France			ü		O		73,628
	Corby, England		ü	ü	ü	O		167,917
	Leeds, England	ü				L		56,941
	Montreuil-Bellay, France				ü	O		216,355
	Pudsey, England	ü		ü		L		183,169
	Roermond, the Netherlands		ü	ü	ü	O		245,789
Total Leased(23)								1,728,005
Total Owned(18)								2,192,146

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        We believe that our facilities, taken as a whole, have adequate productive capacity and sufficient manufacturing equipment to conduct business at levels meeting current demand. Our broad U.S. and Western European network is well maintained and our sites are located to optimize customer service, market requirements, distribution capability and freight costs. We do not expect significant increases in the number of site locations, except for the contractor roof drainage customer group which we estimate will add approximately three to four sites per year.

Legal Proceedings

        We are currently party to legal proceedings that have arisen in the ordinary course of business. We believe that the ultimate outcome of these matters would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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MANAGEMENT

Executive Officers and Directors

        The following sets forth certain information with respect to the board of directors and executive officers of our parent, Euramax Holdings.

Name	Age		Title
Mitchell B. Lewis		49	Chief Executive Officer, President and Director
R. Scott Vansant		49	Vice President, Secretary and Chief Financial Officer
Scott R. Anderson		49	Vice President, U.S. Residential Building Products
Jeffrey C. Hummel		47	Vice President, Human Resources
Michael D. Lundin		51	Chairman and Director
James G. Bradley		66	Director
Marjorie L. Bowen		46	Director
Jeffrey A. Brodsky		52	Director
G. Fulton Collins		44	Director
Alvo M. Oddis		55	Director

        Mitchell B. Lewis has been a director since February 2008 and became the chief executive officer of Euramax Holdings in February 2008, chief operating officer of Euramax Holdings in 2005, executive vice president of Euramax Holdings in 2002, and group vice president in 1997. Prior to being appointed group vice president, Mr. Lewis served as president of Amerimax Building Products, Inc. from 1993 to 1997, and assistant general manager of Amerimax Building Products, Inc. from 1992 to 1993. Prior to 1992, Mr. Lewis served as corporate counsel with Alumax, and, prior to joining Alumax, he practiced law with Alston & Bird LLP, specializing in mergers and acquisitions. Mr. Lewis received a B.A. in Economics from Emory University in 1984 and a J.D. from the University of Michigan in 1987. Mr. Lewis is uniquely qualified to serve as one of our directors due to his extensive leadership experience in our industry and deep knowledge of our operations.

        R. Scott Vansant became the Chief Financial Officer of Euramax Holdings in July 1998 and vice president and secretary of Euramax Holdings in September 1996. He joined Alumax in 1991. From 1995 to 1996, Mr. Vansant served as director of internal audit for Alumax. Mr. Vansant also served in various operational positions with Alumax Building Products, Inc., including serving as controller from 1993 to 1995 and branch manager from 1992 to 1993. Prior to 1991, Mr. Vansant worked as a certified public accountant for Ernst & Young LLP. Mr. Vansant received a BBA in Accounting from Mercer University in 1984.

        Scott R. Anderson became vice president of Euramax Holdings responsible for our U.S. Residential Building Products segment in September 2006. Previously, Mr. Anderson served as president of our subsidiary Amerimax Building Products, Inc. beginning in October 1998. Mr. Anderson has served in various financial and operational roles since joining our company in 1987, including operations manager of Amerimax Building Products, Inc. from 1997 to 1998 and controller of Amerimax Building Products, Inc. from 1995 to 1997. Mr. Anderson received a B.S. in Finance from the University of Utah in 1987 and an M.B.A. from New York University in 1995. He is a certified public accountant.

        Jeffrey C. Hummel became vice president of human resources of Euramax Holdings in April 2008. From 2001 to 2008, Mr. Hummel was the vice president of human resources in the Barnes Distribution division of Barnes Group Inc. Mr. Hummel served as corporate counsel for Barnes Group Inc. from 1998 to 2001. From 1993 to 1998, Mr. Hummel practiced law as an associate with Skoler, Abbott & Presser, P.C. Prior to 1993, Mr. Hummel was an associate with Muller, Mintz from 1991 to 1993 and with Bingham, Dana & Gould from 1989 to 1991. Mr. Hummel received a B.S., summa cum laude, in Journalism from Boston University in 1985 and a J.D. from Emory University School of Law in 1989.

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        Michael D. Lundin has been a director of Euramax Holdings since July 2009, and became chairman of Euramax Holdings at that time. Mr. Lundin is currently a partner in Resilience Capital Partners, a private equity firm focused on investments in companies in special situations. Previously, Mr. Lundin was president and chief executive officer of the Oglebay Norton Company, a miner, processor, transporter and marketer of industrial minerals and aggregates from December 2002 until February 2008, and was employed by Oglebay Norton since 2000. Oglebay Norton filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on February 23, 2004. Prior to joining Oglebay Norton, Mr. Lundin served as vice president and then president/partner of Michigan Limestone Operations, LP. Mr. Lundin earned a B.S. in Manufacturing Engineering and Product Development from the University of Wisconsin and an M.B.A. from Loyola Marymount University. Mr. Lundin is currently a director of Rand Logistics, Inc., Broder Bros., Co., Avtron, Inc. and U.S. Concrete Inc. and, until 2008, was a director of Oglebay Norton Company. Mr. Lundin brings to our board extensive corporate oversight and financial management expertise as well as strategic and financial transactional experience.

        James G. Bradley has been a director of Euramax Holdings since April 2010. Mr. Bradley retired in 2006 as chairman and chief executive officer of Wheeling-Pittsburgh Steel, a producer of steel sheet products such as hot rolled, cold rolled, hot dipped galvanized, electro-galvanized, black plate and electrolytic tinplate. Mr. Bradley became chief executive officer of Wheeling-Pittsburgh in 1998, prior to which he was vice president of operations. Mr. Bradley retired from Wheeling-Pittsburg Steel in 2006. Wheeling- Pittsburgh Steel filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in 2000 and emerged from bankruptcy in 2003. Mr. Bradley received a B.S. in civil engineering from Carnegie Institute of Technology in 1967. Mr. Bradley provides our board with significant executive experience in the steel manufacturing industry.

        Marjorie L. Bowen has been a director of Euramax Holdings since July 2009. From May 1989 to her retirement in January 2008 Ms. Bowen was with Houlihan Lokey Howard & Zukin, Inc., an international advisory-focused investment banking firm. While at Houlihan Lokey, Ms. Bowen served as a Managing Director, where she advised an extensive number of public company boards of directors. Ms. Bowen was also a member of the firm's Management Committee for Financial Advisory Services. Ms. Bowen currently serves on the board of directors and the audit and governance committees of The Talbots, Inc. and on the board of directors and the audit and compensation committees of Global Aviation Holdings, Inc. From October 2009 to July 2010, Ms. Bowen served on the board of directors and the compensation and governance committees of Texas Industries, Inc. Ms. Bowen provides our board with a strong mix of skills and experience in areas including financial review and analysis, strategic planning, transaction experience, professional services and corporate governance.

        Jeffrey A. Brodsky has been a director of Euramax Holdings since July 2009. Mr. Brodsky is currently leading Quest Turnaround Advisors, L.L.C. ("Quest") in its role as Plan Administrator of Adelphia Communications Corporation. Previously, he was the chairman, president and chief executive officer of PTV, Inc. Mr. Brodsky co-founded Quest, a financial advisory and restructuring firm in Rye Brook, NY in 2000 and has been a managing director there since that time. Prior to founding Quest, Mr. Brodsky held various senior management roles with Integrated Resources, Inc., a diversified financial services firm. He is a certified public accountant. Mr. Brodsky is currently a director of AboveNet, Inc. Mr. Brodsky's significant experience in the areas of accounting and finance and general business matters are important to the board's ability to review our financial statements, assess potential financings and strategies and otherwise supervise and evaluate our business decisions.

        G. Fulton Collins has been a director of Euramax Holdings since September 2009. Mr. Collins is the president of Collins Capital and Consulting, a small growth private equity and consulting firm, a position he has held since August 2000 and Mr. Collins became the chairman and chief executive officer of Network Communications Inc., a real estate media and advertising business, in January 2011. Previously, Mr. Collins was president of Modeci, Inc. and Windsor Equity Group from November 2004

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to February 2007. Mr. Collins brings to our board significant experience in operational oversight and logistics, and extensive financial planning experience.

        Alvo M. Oddis has been a director of Euramax Holdings since July 2009. Since September 2004, Mr. Oddis has been president of Oddis Consulting, LLC. From 2002 to 2007, Mr. Oddis was president and chief executive officer of Vitality Foodservice, Inc., a provider of dispensed beverages to the food services industry. From 1990 to 2002, Mr. Oddis was president and chief executive officer of Clayton Group Inc., a waterworks distributor. From 1987 to 1990, Mr. Oddis was a partner in Transfirst Financial Corporation, specializing in mergers and acquisitions of wholesale distribution and manufacturing companies. Mr. Oddis brings many years of operational and distribution leadership experience to our board.

Board of Directors

        The board of directors of Euramax Holdings consists of seven members. The current directors are included above. The board of directors of Euramax Holdings has determined that all of its directors are independent under the applicable rules of the SEC, except for Mr. Lewis, who serves as chief executive officer and president. Each of the directors was elected to the board of directors in accordance with the shareholders' agreement between the company and its shareholders. Directors are elected annually to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified.

        Audit Committee.    The audit committee of the board of directors of Euramax Holdings is currently comprised of Messrs. Bowen, Brodsky and Lundin. Mr. Brodsky is the chairman of the audit committee. The board of directors of Euramax Holdings has determined that each of the members of the committee is "financially literate" and that Mr. Brodsky qualifies as an "audit committee financial expert" within the meaning of the regulations adopted by the SEC. The board of directors of Euramax Holdings has affirmatively determined that all of the directors on the committee are independent under the SEC's rules. The audit committee has direct responsibility for the appointment, evaluation, retention, compensation and oversight of the work of our independent registered public accounting firm; the review of accounting principles of our company; coordination of the board's oversight of our internal control over financial reporting; the review of policies governing related party transactions and approval of related party transactions; and the review of risk management policies and other compliance matters.

        Compensation Committee.    The compensation committee of Euramax Holdings is currently comprised of Messrs. G. Fulton Collins, James G. Bradley and Alvo M. Oddis. Mr. Collins is the chairman of the compensation committee. The board of directors of Euramax Holdings has affirmatively determined that all of the directors on the committee meet the definition of "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the definition of "non-employee director" for purposes of Section 16 of the Exchange Act. The principal responsibilities of the compensation committee are to establish policies and periodically determine matters involving executive compensation, review policies relating to the compensation and benefits of our employees, recommend changes in employee benefit programs and to administer equity-based incentive or compensation plans. See "Executive Compensation—Compensation Discussion and Analysis."

Compensation Committee Interlocks and Insider Participation

        No member of the compensation committee is an officer or employee of Euramax Holdings or any of its subsidiaries. None of the executive officers of Euramax Holdings serves, or has served during the past fiscal year, as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of the board of directors of Euramax Holdings.

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EXECUTIVE COMPENSATION

        This section discusses the compensation of our principal executive officer and principal financial officer, as well as our two other executive officers, each of whom was serving as of the end of 2010. These executive officers are referred to in the Compensation Discussion and Analysis (the "CD&A") and the tables that follow as our "NEOs." Our NEOs with respect to fiscal year 2010 are Mitchell B. Lewis, R. Scott Vansant, Scott R. Anderson and Jeffrey C. Hummel. The CD&A is a discussion focusing on the policies, decisions and considerations with respect to the compensation of our NEOs during the 2010 fiscal year. Although the CD&A focuses on information relevant to NEO compensation during 2010, it also contains forward-looking statements that are based on current plans, considerations and expectations. However, determinations regarding the compensation of the NEOs that we adopt in the future may differ materially from currently planned programs summarized in the CD&A.

Compensation Discussion and Analysis

Executive Compensation Philosophy and Objectives

        Our compensation philosophy it so provide a total compensation package that not only attracts and retains high caliber executive officers, but is also designed to align the goals of our executive officers with our corporate objectives and our stockholders' interests. The key elements of our executive compensation program, which are discussed in more detail below, are designed with this philosophy in mind. We intend to continue our existing practice of providing a competitive total compensation package that aims to share our success with our NEOs when stated objectives are met. The compensation committee of our board of directors is responsible for establishing, implementing and monitoring adherence with this compensation philosophy.

        The key objectives of our executive compensation program are (1) to attract, motivate, reward and retain superior executive officers with the skills necessary to successfully lead and manage our business, (2) to achieve accountability for the performance of our executive officers by linking annual cash incentive compensation to the achievement of measurable performance objectives and (3) to align the interests of the executive officers and our stockholders through short-term and long-term incentive compensation programs. For our NEOs, short-term and long-term incentives are designed to accomplish these objectives by providing a significant financial correlation between the Company's financial results and their total compensation.

        A significant portion of the compensation of our NEOs consists of cash and equity-based compensation that is contingent upon the achievement of financial performance metrics. We expect to continue to provide our NEOs with a majority of their compensation in the form of "at-risk" compensation. Providing a significant amount of NEO compensation in this form serves to align the interest of our executive officers with the interests of our stockholders because the amount of cash compensation ultimately received by the NEOs varies depending on our achievement of pre-determined financial objectives and the value of such equity-based compensation derives its from our equity value, which is likely to fluctuate based on our financial performance.

        Our compensation philosophy is based on the following core principles:

Total compensation should be related to company performance

        We believe that a significant portion of our executive officers' total compensation should be linked to achieving specified financial and business objectives that create stockholder value and provide incentives to our executive officers to work as a team. Individuals in senior leadership roles are compensated based upon evaluations of company performance and individual performance. Company

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performance is evaluated primarily based on the degree to which specified financial objectives are met. Individual performance is evaluated based upon several individualized leadership factors, including:

•

attaining specific financial objectives within the executive officers' area of responsibility;

•

building and developing individual skills and a strong leadership team; and

•

developing an effective infrastructure to support business growth and profitability.

Total compensation should be competitive

        We believe that our total compensation packages should be competitive so that we can attract, retain, and motivate talented executive officers who will help us outperform our competitors. To that end, in addition to the compensation offered to all of our NEOs, we provide our CEO and CFO with additional post-employment compensation that consists of two elements—nonqualified defined contribution retirement plan benefits and additional severance benefits. We believe these benefits to be important elements in a well-structured and competitive CEO and CFO compensation package.

Compensation should be equitable

        We believe that it is important to apply generally consistent guidelines for executive officer compensation programs. We also believe that executive officers' total compensation should reward individual skills and performance achievements and encourage executives to achieve exceptional performance. In order to continue delivering equitable pay levels, we expect that the compensation committee will consider depth and scope of accountability, complexity of responsibility, qualifications and executive performance, both individually and collectively as a team. To ensure a compensation program we feel is equitable, we seek to reward our executive officers when we achieve financial and business goals and objectives and to generate stockholder returns by providing a significant portion of executive compensation in the form of "at-risk" performance-based compensation, as described earlier.

Setting Executive Compensation

        The compensation committee consists of three members of the board of directors, Messrs. Collins, Oddis and Bradley. Our board of directors has determined that each member of our compensation committee was and remains an outside director for purposes of Section 162(m) of the Code, a nonemployee director for purposes of Rule 16b-3 under the Exchange Act and an independent director as that term is defined under the rules of the New York Stock Exchange.

        Our compensation committee oversees our executive compensation program. In addition, the compensation committee conducts a review of and determines the amount and form of compensation for the executive officers, including the NEOs, at least annually. During the course of that review, the committee considers our compensation philosophy and objectives, the impact of each NEO on the results and success of the Company and the performance of the particular NEO (based on information provided by the CEO for the NEOs other than himself). In addition, the compensation committee considers recommendations by the CEO regarding the compensation of NEOs other than himself. Our CEO provides recommendations to the compensation committee with respect to total compensation, salary adjustments, annual cash incentive bonus targets, and equity incentive awards for the NEOs other than himself. The CEO's recommendations regarding compensation are determined based on his evaluations of the other NEO's performance and compensation reports and surveys produced by market compensation specialists. The compensation committee gives significant weight to the CEO's recommendations when determining the compensation of our NEOs. The compensation committee, meeting in executive session, determines the compensation of the CEO, including his annual incentive targets. As part of its annual NEO compensation review, the compensation committee determines financial objectives and target annual bonus amounts for the NEOs pursuant to our short-term

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incentive compensation plan. When setting the financial objects for such plans, the compensation committee also considers input of our CFO.

        The compensation committee has the authority to engage the services of an independent compensation consultant. In late 2010, the compensation committee engaged Hay Group, an independent executive compensation consulting firm. At such time, Hay Group was engaged to conduct a review of the Company's executive compensation program and also to review management's proposal regarding instituting a phantom stock plan. Hay Group produced a report on these matters in 2011, the results of which will be considered by the compensation committee in setting compensation on a go-forward basis. The compensation committee may engage a compensation consultant in the future, from time to time, as it determines necessary.

        Consistent with our past practice, we expect that going forward, the compensation committee will review NEO compensation on an annual basis, at the time of a promotion or other change in level of responsibilities, as well as when competitive circumstances or business needs may require. Following a consideration of all relevant information referred to above, the compensation committee approves NEO compensation packages that are consistent with our compensation philosophy, designed to achieve our compensation objectives and competitive in our industry.

Elements of Executive Compensation

        As discussed throughout this CD&A, the compensation payable to our NEOs reflects our pay-for-performance philosophy, whereby a significant portion of both cash and equity compensation is contingent upon achievement of measurable financial objectives and enhanced equity value, as opposed to current cash compensation and perquisites, which are not directly linked to objective financial performance of the Company. This compensation mix is consistent with our philosophy that the role of executive officers is to enhance equity holder value over the long term. We have not adopted any formal or informal policies or guidelines for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among different forms of cash and non-cash compensation.

        The primary elements of the compensation program for our NEOs are: (1) base salary; (2) performance-based cash incentives; (3) equity-based incentives; (4) termination benefits; (5) retirement benefits; (6) health and welfare benefits; and (7) certain additional executive perquisites. Base salary, performance-based cash incentives and long-term equity-based incentives comprise the

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largest portion of our NEO's compensation. The primary objectives that each element of NEO compensation is intended to serve are as follows:

Compensation Element	Primary Objective
Base Salary	To recognize ongoing performance of job responsibilities and as a necessary tool in attracting and retaining employees.
Performance-based cash compensation (bonuses)	To re-emphasize corporate and individual objectives and provide additional reward opportunities when key business and individual objectives are met.
Equity-based incentive compensation	To provide incentives and reward increases in stockholder value and to emphasize and reinforce our focus on team success and to assist with the attraction and retention of key employees.
Termination benefits	To provide protection in the event of involuntary loss of employment and to keep the NEOs focused on stockholder interests when considering strategic alternatives.
Retirement benefits	To provide retirement savings and income in a tax efficient manner.
Health and welfare benefits	To provide a basic level of protection from health, dental, life and disability risks.

        Our compensation committee works to ensure that total compensation for our NEOs is fair, reasonable and competitive. Typically, the compensation committee has sought to set each of these elements of compensation at the same time to enable the compensation committee to simultaneously consider all of the significant elements and their impact on total executive compensation and also to consider the allocation of compensation among certain of these elements and total compensation.

Weighting of Compensation Elements

        We strive to achieve an appropriate mix between the various elements of our compensation program to meet our compensation objectives and philosophy. However, we do not apply any rigid formulas in setting the compensation of our NEOs, and do not use predefined ratios in determining the allocation of compensation among the various elements. Rather, we determine the mix of each executive's total compensation based on market conditions, geographic considerations, competitive market data and other factors.

Base Salary

        We provide a base salary to our NEOs to compensate them for their services during the year and to provide them with a stable source of income. Our NEOs', and all employees' base salaries, depend on their qualifications, their position within the Company, the scope of their job responsibilities, the period during which they have been performing those responsibilities, their individual performance and the results achieved, unique skill sets or knowledge which would impact our ability to replace the individual and pay mix (base salary, annual cash incentives, equity incentives, perquisites and other executive benefits) and compensation practices in our markets.

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        The base salaries of our NEOs are established by our compensation committee. For NEOs other than the CEO, the compensation committee's determinations regarding base salary are based in large part on the recommendations of the CEO. In setting base salaries, the CEO and our compensation committee considered the factors described above.

        The annual base salaries in effect for each of our NEOs as of December 31, 2010 were as follows:

Name	Annual Salary
Mitchell B. Lewis	$	525,000
R. Scott Vansant	$	320,250
Scott R. Anderson	$	279,100
Jeffrey C. Hummel	$	248,400

        In the future, we expect that the NEO's salaries will be reviewed by the compensation committee annually, as well as at the time of a promotion or other change in level of responsibilities, or when competitive circumstances or business needs may require.

Performance-Based Cash Incentives

        We maintain the Euramax International, Inc. Executive Incentive Plan (the "Bonus Plan") which is an annual performance-based cash incentive bonus program in which our executive officers participate, including our NEOs. We created the Bonus Plan in order to attract and retain highly qualified executive talent and to motivate our NEOs to achieve our corporate objectives and it is designed to align the awards payable to participants with the achievement of our short-term corporate financial and operational goals. Under the Bonus Plan, performance objectives and target awards are established by the compensation committee on an annual basis for each participant, including the NEOs. The Bonus Plan provides for payment of bonuses upon the attainment of certain corporate financial and operational goals that are determined by the compensation committee for the relevant performance period. Target bonuses under the Bonus Plan are expressed as a percentage of NEO's annual base salary. Bonuses payable under the plan are paid as soon as practicable after our determination of the achievement of performance objectives and certification of the results by the compensation committee.

        On an annual basis and in advance of the relevant performance year, the compensation committee, with input from our CEO and CFO, sets the corporate performance goals based on an analysis of: (1) historical performance and growth rates; (2) income, expense and margin expectations; (3) financial results of other comparable businesses; (4) economic conditions; and (5) progress toward achieving our strategic plan. The corporate goals approved each year are designed to require significant effort and operational success on the part of our NEOs and the Company. During the course of the performance period, the compensation committee may, based on the recommendations of our CEO (with respect to our other NEOs), adjust such goals as they deem appropriate. In addition, also on an annual basis, the compensation committee, with input from the CEO other than for himself, determines the applicable target awards for the NEOs.

        Target awards under the Bonus Plan are expressed as a percentage of base salary. The 2010 target awards for our NEOs were 50% of base salary for Messrs. Lewis and Vansant, 35% of base salary for Mr. Anderson and 30% of base salary for Mr. Hummel. For fiscal year 2010, the threshold achievement level under the Bonus Plan for each corporate goal was achievement of 85% of the target goal. Achievement of each corporate goal is calculated independently, and no payment shall be made with respect to a goal unless 85% achievement of such goal is attained for the relevant year. Upon achievement of 85% of a corporate goal, 40% of the NEOs' target bonus allocable to that particular goal would be payable. For each 1% of achievement above 85% achievement, bonuses payable would be increased by an additional 4% up to achievement of 100% of the corporate goals (at which level, target bonus would be paid). Each 1% of achievement above target would result in a 3.3% increase in

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the bonus payable up to achievement of 130% of the corporate goals (at which level, 200% of target bonus would be paid). Each 1% of achievement above 130% of the corporate goals would result in a 1% increase in the bonus payable. Beginning with fiscal year 2010, there are no maximum awards under the Bonus Plan. The compensation committee decided to remove maximum award amounts because it believes that the Company benefits by providing the executive officers with an unlimited award potential based on achieving the best possible performance results for the Company. Accordingly, the only constraint on the amount payouts under the Bonus Plan is the increased difficulty to achieve incremental results above the financial objectives established to be eligible for a target payout. In making this decision, the compensation committee considered the historical achievements of the Company, the payouts received by the NEOs, and the challenging nature of achieving incremental results above the target levels that already exist in the plan which will act as a limitation and provide reasonable payouts based on achievement of extraordinary results.

        The corporate goals under the Bonus Plan for fiscal year 2010 were (1) operating income of the Company on a consolidated basis and, in the case of Mr. Anderson, also with respect to his operating unit, determined in accordance with GAAP, before deducting interest, taxes, depreciation and amortization ("EBITDA"), (2) reduction in working capital and (3) business development objectives (net material margin relating to certain identified new products and/or new customers). For all of the NEO's except Mr. Anderson, 75% of the NEO's target award under the Bonus Plan was based on the consolidated EBITDA of the Company, 10% was based on achievement of working capital reduction goals and 15% was based on the achievement of business development objectives. For Mr. Anderson, due to his role as an operating group president, 18.75% of his target award under the Bonus Plan was based on the consolidated EBITDA of the Company, 56.25% was based on the EBITDA of his operating unit, 10% was based on achievement of working capital reduction goals for his operating unit and 15% was based on the achievement of new business development objectives for his operating unit. We believe that EBITDA is an appropriate measure of the Company's and our NEOs' success because it emphasizes operating cash flow (which is important for meeting our debt service obligations), revenue performance as well as improvements in our operating efficiency over the relevant period in which NEOs can have significant impact. The Bonus Plan also provides that in the event of a change in control of the Company, participants in the plan are entitled to receive a pro-rata portion of their full target awards for such performance year, assuming 100% achievement of the performance objectives.

        The results achieved for fiscal year 2010 were 104.10% of target with respect to consolidated EBITDA, 74.87% of target with respect to net material margin relating to certain identified new products and/or new customers, and 86.40% of target with respect to reduction of working capital. The results achieved for fiscal year 2010 with respect to Mr. Anderson's operating unit were 94.76% of target with respect to EBITDA, 100% of target with respect to net material margin relating to certain identified new products and/or new customers, and 102.26% with respect to reduction of working capital. Based on actual levels of achievement, the relative weighting of the corporate goals, and the scale of achievement set forth above, our NEOs were paid the following percentages of their target bonuses with respect to performance during 2010: Messrs. Lewis, Vansant and Hummel—89.21%, and Mr. Anderson—91.53%.

        Although EBITDA, revenue relating to business development and working capital were used as the financial measures for fiscal year 2010, in the future the compensation committee may use other objective financial performance indicators for the Bonus Plan including, without limitation, the price of our common stock, shareholder return, return on equity, return on investment, return on capital, sales productivity, economic profit, economic value added, net income, operating income, gross margin, sales, free cash flow, working capital, earnings per share, operating company contribution, EBITDA (or any derivative thereof) or market share.

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Equity Incentives

        In September 2009, our board of directors adopted an equity compensation program, the Euramax Holdings, Inc. 2009 Executive Incentive Plan (the "Equity Plan"), for the purposes of attracting and retaining valued employees. Our long-term equity incentive awards are generally intended to accomplish the following main objectives: create a direct correlation between our financial and equity value performance and compensation paid to the NEOs; function as a long-term retention of the NEOs and all executives; create a corporate culture that aligns employee interests with stockholder interests; attract and motivate key employees; reward participants for performance in relation to the creation of stockholder value; and deliver competitive levels of compensation consistent with our compensation philosophy.

        The Equity Plan is administered by the compensation committee, which has authority to act in selecting the eligible employees, officers, directors and consultants to whom equity-based awards may be granted under the Equity Plan. The compensation committee also determines the times at which awards may be granted, the amount and type of award that may be granted, the terms and conditions of awards that are granted and the terms of agreements that are entered into with award recipients. To date, the only types of equity-based awards that have been granted under the Equity Plan are restricted stock and restricted stock units.

        On September 24, 2009, awards of restricted stock under the Equity Plan were granted to the NEOs, in connection with the Restructuring of the Company. The number of shares of restricted stock granted to the NEOs at this time was determined based on the Company's discussion with its lenders during the Restructuring. The Company does not have a formal policy regarding the timing of making grants of equity-based awards. Since the grants of equity-based awards in connection with the Restructuring, we have only granted restricted stock to new executives and senior managers who have since joined the Company. No grants of equity-based awards were made to the NEOs in 2010. The size of awards granted under the Equity Plan are determined by the Committee and are determined principally based on the total amount authorized under the plan, the historical range of equity grants provided to executives under expired plans with consideration given to the nature of the job and the individual's experience, as well as the current market conditions relating to equity ownership of officers in similar positions at similarly situated companies.

        The shares of restricted stock held by our NEOs become vested in four equal installments on the first, second, third and fourth year anniversaries of the date of grant. In addition, any unvested shares of restricted stock would become fully vested in the event of a change in control of the Company (as defined in the Equity Plan) or a termination of any of the NEOs' employment by reason of their death or disability. In addition, upon a change in control of the Company, any shares that remain available for issuance under the Plan will be issued to employees who are prior grantees, including the NEOs, on a pro-rata basis at or immediately prior to such change in control. In the alternative, the Company may issue to each such prior grantee, a cash payment equal to the fair market value of the portion of the available shares allocable to such grantee.

Retirement Plan Benefits

        Our NEOs participate in the Company's U.S. qualified 401(k) retirement plan that is made available to employees generally. Pursuant to the plan, participants are eligible to receive employer matching contributions. In addition, the CEO and CFO also participate in a non-qualified supplemental executive retirement plan, the Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan, which is described in more detail following the Pension Benefits table.

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Additional Benefits and Perquisites

        We provide our NEOs with certain personal benefits and perquisites that the compensation committee believes are reasonable and essential to our ability to remain competitive in the general marketplace in attracting and retaining executive talent. Such benefits include car allowances, company-paid life and disability insurance premiums, medical benefits and relocation benefits. The personal benefits and perquisites provided to our NEOs in 2010 are described below in a footnote to the All Other Compensation column of the Summary Compensation Table. The compensation committee, in its discretion, may change the personal benefits and perquisites provided to the NEOs.

Accounting and Tax Considerations

        In determining which elements of compensation are to be paid, and how they are weighted, we also take into account whether a particular form of compensation will be deductible under Section 162(m) of the Code. Section 162(m) generally limits the deductibility of compensation paid to our NEOs to $1 million during any fiscal year unless such compensation is "performance-based" under Section 162(m). Our compensation program is intended to maximize the deductibility of the compensation paid to our NEOs to the extent that we determine it is in our best interests.

        Many other Code provisions, SEC regulations and accounting rules affect the payment of executive compensation and are generally taken into consideration as programs are developed. Our goal is to create and maintain plans that are efficient, effective and in full compliance with these requirements.

Compensation Tables

        The purpose of the following tables is to provide information regarding the compensation earned during our fiscal year ended December 31, 2010 by our NEOs.

Summary Compensation Table

        The following table shows the compensation by our NEOs during the fiscal year ended December 31, 2010, referred to as fiscal year 2010.

Name and Principal Position		Salary ($)		Non-Equity Incentive Plan Compensation ($)(1)		Change in Pension Value (2)		All Other Compensation ($)(3)		Total ($)
Mitchell B. Lewis			525,000		234,176		44,787		24,088		828,051
	CEO and President
R. Scott Vansant			320,520		142,848		43,906		27,960		535,234
	Vice President, CFO, & Secretary
Scott R. Anderson			279,100		89,407		—		19,949		388,456
	Vice President—U.S. Residential Building Products
Jeffrey C. Hummel			248,400		66,479		—		12,150		327,029
	Vice President, Human Resources

(1)

Reflects amounts paid under the Bonus Plan with respect to performance during the 2010 fiscal year.

(2)

Reflects the aggregate change in the actuarial present value during 2010 of the accumulated benefits of Messrs. Lewis and Vansant under the Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan.

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(3)

The following table provides additional detail regarding the benefits that are included in the All Other Compensation column of the Summary Compensation Table:

Name	Health Benefits ($)(a)		Executive Life Insurance ($)(b)		Car Allowance ($)		401(k) Company Match ($)(c)
Mitchell B. Lewis		11,392		2,652		7,284		2,760
R. Scott Vansant		10,972		1,963		12,132		2,893
Scott R. Anderson		10,972		1,559		4,842		2,576
Jeffrey C. Hummel		5,879		1,280		3,486		1,505

(a)

The following items are included in this amount: average company cost per employee for the employee medical plan and employee dental plan, actual company expenses for the executive physical program and actual premiums paid by the Company for medical coverage.

(b)

Amounts represent the annual premiums paid by the Company for executive life insurance of our NEOs.

(c)

Amounts represent matching contributions made by the Company to the 401(k) accounts of the NEOs.

Grants of Plan-Based Awards

	Estimated Future Payouts Under Non-Equity Plan Awards(1)
Name	Threshold ($)(2)		Target ($)		Maximum ($)(3)
Mitchell Lewis		105,000		262,500		—
R. Scott Vansant		64,104		160,260		—
Scott R. Anderson		39,074		97,685		—
Jeffrey C. Hummel		29,808		74,520		—

(1)

For actual amounts earned by the NEOs under the Bonus Plan with respect to performance during 2010, see the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2)

Achievement of each corporate goal is calculated independently, and no payment shall be made with respect to a goal unless 85% achievement is attained for the relevant year. Upon achievement of 85% of a corporate goal, 40% of the NEOs' target bonus allocable to that particular goal would be payable. For each 1% of achievement above 85% achievement, bonuses payable would be increased by an additional 4% up to achievement of 100% of the corporate goals (at which level, target bonus would be paid). Each 1% of achievement above target would result in a 3.3% increase in the bonus payable up to achievement of 130% of the corporate goals (at which level, 200% of target bonus would be paid). Each 1% of achievement above 130% of the corporate goals would result in a 1% increase in the bonus payable.

(3)

Beginning with fiscal year 2010, there are no maximum awards under the Bonus Plan. However, in the event that all executive participants in the plan achieve more than 100% of target in a performance year, the aggregate amount of their awards in excess of target would be reduced, on a pro- rata basis, to no more than 10% of the Company's consolidated EBITDA in excess of the EBITDA performance target. With respect to Mr. Anderson, this reduction would be made if all participants of the Bonus Plan in his operating unit achieved more than 100% of their targets in a performance year.

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Employment Agreements

        On June 12, 2009, we entered into amended and restated employment agreements with each of Mr. Lewis, our Chief Executive Officer and Mr. Vansant, our Chief Financial Officer. Each employment agreement provides for a two-year initial term commencing June 12, 2009, with day-to-day extensions of the term thereafter unless and until the Company or the executive provides at least 60 days notice of non-renewal. The employment agreements each provide for an initial minimum annual base salary, which is $500,000 for Mr. Lewis and $305,000 for Mr. Vansant. In addition, the employment agreements provide that Messrs. Lewis and Vansant are eligible to participate in our performance-based cash incentive bonus program, each with a target annual bonus equal to 50% of their respective base salaries. Messrs. Lewis and Vansant are also eligible to participate in benefit plans in which our other senior executives participate. In addition, their employment agreements provide for certain payments and benefits in the event of a termination of their employment under specific circumstances. Such termination payments and benefits and conditions to receipt of such payments and benefits are described below in the section titled "Potential Payments Upon Termination of Employment and a Change in Control." Messrs. Lewis and Vansant are the only NEOs that are party to employment agreements with the Company.

Outstanding Equity Awards at Fiscal Year-End

        The table below sets forth certain information regarding the outstanding equity awards held by our NEOs as of December 31, 2010.

	Stock Awards
Name	Number of Shares of Stock that Have Not Vested (#)(1)		Market Value of Shares of Stock that Have Not Vested ($)(2)
Mitchell B. Lewis		2550		765,000
R. Scott Vansant		1800		540,000
Scott R. Anderson		900		270,000
Jeffrey C. Hummel		600		180,000

(1)

The shares of restricted stock held by our NEOs become vested in four equal installments on the first, second, third and fourth year anniversaries of the date of grant. In addition, any unvested shares of restricted stock would become fully vested in the event of a change in control of the Company (as defined in the Equity Plan) or a termination of any of the NEOs' employment by reason of their death or disability.

(2)

The market value of restricted stock held by our NEOs has been calculated by multiplying the number of shares of restricted stock held by each NEO as of December 31, 2010 by the fair market value of a share of Company common stock as of such date, which was determined internally by the Company.

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Pension Benefits

Name	Plan Name	Number of Years of Credited Service (#)		Present Value of Accumulated Benefit ($)(1)		Payments During Last Fiscal Year ($)
Mitchell B. Lewis	Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan		22		167,190		—
R. Scott Vansant	Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan		20		161,797		—
Scott R. Anderson	—		—		—		—
Jeffrey C. Hummel	—		—		—		—

(1)

The valuation method used to calculate these amounts was the Projected Unit Credit Method. Material assumptions applied in determining these amounts were a discount rate of 5.07% and an assumed retirement age of 65, the earliest time at which Messrs. Lewis and Vansant may retire under the plan without any benefit reduction due to age.

        We maintain the Euramax Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan ("SERP"), a separate supplemental non-qualified pension plan in which the CEO and CFO participate. The SERP provides for a lump sum benefit that is the equivalent of an amount payable in the form of a life annuity starting at age 65 of $46,000 per year. Mr. Lewis and Mr. Vansant are currently 49 years old. Benefits under the plan are not vested until the executives attain age 55, or, if earlier, upon their total and permanent disability, death, or a change in control of the Company. Payment of benefits under the plan are paid upon retirement, disability, death or upon a termination of the executives' employment by the Company upon the occurrence of a change in control of the Company or by the executives within one year of a change in control if there has been a material reduction in duties or compensation or authority or if they have been required to relocated from Atlanta, Georgia ("Constructive Termination"). If benefits become payable before the executives' attain age 65, only a specified percentage of the benefit will be payable, which percentage increases from 50% at age 55 to 96% at age 64.

Potential Payments Upon Termination of Employment and a Change in Control

        The compensation committee believes that our current severance arrangements protect stockholder interests by retaining management and keeping their focus on the business should periods of uncertainty arise. Because our severance arrangements are structured to serve such purposes and because severance agreements represent a contractual obligation of our Company, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements.

        In the case of Messrs. Lewis and Vansant, the termination payments and benefits to which they would be entitled are set forth in their employment agreements. If, during the term of their respective agreements, the employment of Mr. Lewis or Mr. Vansant is terminated by the Company without "cause," or Mr. Lewis or Mr. Vansant resigns from their employment for "good reason" (each as

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defined in their agreements), they would each be entitled to the following severance payments and benefits:

1.

A pro-rata portion of their annual bonus, calculated based on the number of days worked in the year in which termination occurs, at a level at least equal to 50% of their actual bonus for the relevant year;



2.

Lump sum payment equal to two times the sum of (A) their respective base salaries in effect 30 days prior to termination and (B) 50% of their respective annualized base salary for the fiscal year in which the date of termination occurs; and



3.

Continuation of coverage under the Company's insurance plans for the executives and their qualified beneficiaries for 24 months following the date of termination, at the rates paid by other senior executives.

        Mr. Lewis and Mr. Vansant's receipt of the termination payments and benefits is contingent upon execution of a general release of any and all claims arising out of or related to their employment with us and the termination of their employment, and compliance with the restrictive covenants described in the following paragraph.

        Pursuant to their employment agreements, Messrs. Lewis and Vansant have also agreed to customary restrictions with respect to the disclosure and use of our confidential information, and each has agreed that all intellectual property developed or conceived by them while employed with us relating to our business is our property. In addition, during the term of their employment and for the 24 month period following their respective terminations of employment for any reason, Mr. Lewis and Mr. Vansant have each agreed not to (1) solicit or hire any of our employees, (2) induce or attempt to induce any supplier, licensee, licensor or other material business relation of ours to cease doing business with us, or (3) participate (whether as an officer, director, employee or otherwise) in any competitive business.

        Messrs. Anderson and Hummel are eligible to receive termination benefits under the Amerimax Fabricated Products, Inc. Severance Pay Plan (the "Severance Pay Plan"). Under the terms of the Severance Pay Plan applicable to Messrs. Anderson and Hummel as in effective as of December 31, 2010, upon an involuntary termination of employment by the Company due to a job elimination or restructuring caused by a merger, acquisition, divestiture, unit shutdown, departmental consolidation, technological change or similar business reason, as determined by the Company ("Qualifying Termination"), participants shall be paid 26 weeks of base salary plus an additional one week of base salary for each year of service up to a maximum total payment of 52 weeks of base salary. For purposes of the Severance Pay Plan, payment amounts shall be calculated on the basis of the participant's position and base salary immediately prior to the Qualifying Termination of employment and "base salary" shall be deemed to mean the Participant's base salary in effect at that time excluding any bonuses, awards, overtime, premiums, expense reimbursements, etc. All rights to payments under the Severance Pay Plan cease upon subsequent employment following a Qualifying Termination. Receipt of severance under the Severance Pay Plan is subject to execution of an agreement that contains a general release of any and all claims arising out of or related to their employment with us and the termination of their employment as well as restrictive covenants regarding solicitation or hiring of our employees as well as solicitation of our customers, in each case which govern for two years following the termination of their employment. The agreement also contains confidentiality and non-disparagement covenants of infinite duration. The agreement which such NEOs will be required to sign in order to receive payments under the Severance Pay Plan provides that in the event of a breach of any such covenant, they must repay all severance paid to them, except for the sum of 10% of such severance or $500, whichever is greater.

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        In the event of a termination of the employment of our NEOs by the Company for cause or by the NEOs' voluntary resignation without good reason, none of the NEOs would be entitled to receive severance benefits or payments from the Company.

        The table below quantifies the payments and benefits that our NEOs would be entitled to receive upon the termination of their employment under various circumstances, in each case, assuming such termination of employment occurred as of December 31, 2010. The information below does not incorporate the terms of any agreement entered into after December 31, 2010. It should also be noted that as of December 31, 2010, there were no accrued but unpaid obligations to the NEOs.

Termination Payments

		Severance ($)			Continuation of Benefits ($)(4)		Acceleration of Equity ($)(5)		SERP Benefit ($)(6)		Total ($)
Termination without Cause/ Qualifying Termination	M. Lewis R. S. Vansant S. Anderson J. Hummel		1,546,676 944,148 279,100 128,976	(1) (1) (2) (2)		12,696 16,988 — —		— — — —		— — — —		1,559,372 961,136 279,100 128,976
Resignation for Good Reason	M. Lewis R. S. Vansant S. Anderson J. Hummel		1,546,676 944,148 — —	(1) (1)		12,696 16,988 — —		— — — —		— — — —		1,559,372 961,136 — —
Death or Disability	M. Lewis R. S. Vansant S. Anderson J. Hummel		234,176 142,848 — —	(3) (3)		— — — —		765,000 540,000 270,000 180,000		293,699 295,008 — —		1,292,875 977,856 270,000 180,000
Retirement	M. Lewis R. S. Vansant S. Anderson J. Hummel		— — — —			— — — —		— — — —		— — — —		— — — —

(1)

These amounts include (a) 24 months of base salary, (b) 50% of base salary during year of termination and (c) a pro-rata bonus based on actual performance during 2010, the payment of each of which is pursuant to the employment agreements for Messrs. Lewis and Vansant. Because the date of termination of employment is assumed to occur as of December 31, 2010 for purposes of this table, the full target bonus is reflected.

(2)

These amounts reflect the severance payable to Messrs. Anderson and Hummel pursuant to the Severance Pay Plan in the event of a Qualifying Termination (as defined herein). Based on their years of service, Mr. Anderson would be paid 52 weeks of severance and Mr. Hummel would be paid 27 weeks of severance.

(3)

Under the employment agreements for each of Messrs. Lewis and Vansant, the Company is not obligated to pay them any severance in the event of a termination by reason of death or disability. However, the Company may choose to pay them all or a portion of the bonus payable for the year in which termination occurs, at the Company's discretion. The amounts reflected in these columns assume that the Company, in its discretion, would choose to pay Messrs. Lewis and Vansant their pro-rata actual bonuses for the year of termination. Because the date of termination of

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employment is assumed to occur as of December 31, 2010 for purposes of this table, the full 2010 bonus is reflected.

(4)

These amounts reflect the cost to the Company, as of December 31, 2010, of providing continuation of coverage under the Company's insurance plans for them and their qualified beneficiaries for 24 months, at the rates paid by other senior executives, which is required under the employment agreements of Messrs. Lewis and Vansant.

(5)

The value of the accelerated vesting of restricted stock held by our NEOs has been calculated by multiplying the number of shares of restricted stock held by each NEO as of December 31, 2010 by the fair market value of a share of Company common stock as of such date, which was determined internally by the Company.

(6)

In the event of a termination by reason of death or disability, benefits of Messrs. Lewis and Vansant pursuant to the SERP would become vested such that the benefit payable in connection with such event would be equal to the benefits paid to them had they attained age 55. As a result, these amounts reflect the present value as of December 31, 2010 of the amounts that would be payable to Messrs. Lewis and Vansant under the SERP upon a termination upon attainment of age 55. In the event of the retirement of Messrs. Lewis and Vansant on December 31, 2010, no amounts would be payable under the SERP because both of them were younger than age 55 as of such date.

Change in Control Benefits

        As discussed above, the Bonus Plan provides that in the event of a change in control of the Company, participants in the plan are entitled to receive a pro-rata portion of his or her full target award for such performance year, assuming 100% achievement of the performance objectives. In addition, in the event of a change in control of the Company, the vesting of the shares of restricted stock that have been granted to our NEOs would become accelerated. In addition, any shares that remain available for issuance under the Plan will be issued to prior grantees, including the NEOs, on a pro-rata basis at or immediately prior to such change in control. In the alternative, the Company may issue to each prior grantee, a cash payment equal to the fair market value of the portion of the available shares allocable to such grantee. Further, retirement benefits of Messrs. Lewis and Vansant under the SERP would become vested upon a change in control of the Company. The below table quantifies the value of such benefits, assuming such change in control occurred as of December 31, 2010.

Name	Pro-Rata Annual Bonus ($)(1)		Value of Accelerated Vesting of Restricted Stock & Value of Additional Pro-Rata Restricted Stock Grants ($)(2)		SERP Benefit ($)(3)
Mitchell B. Lewis		262,500		783,294		293,699
R. Scott Vansant		160,260		552,913		295,008
Scott R. Anderson		97,685		276,457		—
Jeffrey C. Hummel		74,520		184,304		—

(1)

Because the date of a change in control of the Company is assumed to occur as of December 31, 2010 for purposes of this table, the full target bonus is reflected.

(2)

The value of the accelerated vesting of restricted stock held by our NEOs has been calculated by multiplying the number of shares of restricted stock held by each NEO as of December 31, 2010 by the fair market value of a share of Company common stock as of such date, which was determined internally by the Company. In addition, these amounts also include the value of the pro-rata share of additional awards of restricted stock that would be granted to each of our NEOs

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pursuant to the Equity Plan in connection with the change in control, based on a $300 per share fair market value as of December 31, 2010.

(3)

In the event of a change in control, benefits of Messrs. Lewis and Vansant pursuant to the SERP would become vested to the such that the benefits payable to them under the SERP be equal to the benefits paid to them had they attained age 55. However, note that a change in control is only a vesting event under the plan, not a payout event. Such benefits would be paid out upon a Constructive Termination (as defined herein) of Messrs. Lewis' and Vansant's employment. These amounts assume that a change in control and Constructive Termination have occurred and reflect the present value as of December 31, 2010 of the amounts that would be payable to Messrs. Lewis and Vansant under the SERP in these circumstances upon attainment of age 55, applying a discount rate of 5.07%.

Director and Officer Indemnification and Limitation of Liability

        We are currently party to indemnification agreements with each of our directors. There is no pending litigation or proceeding naming any of our directors or officers pursuant to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director.

Compensation of Directors

        The table below sets forth information regarding amounts earned by our non-employee directors during 2010.

Name	Fees Earned or Paid In Cash ($)(1)		Stock Awards ($)(2)(3)		Total ($)
Marjorie L. Bowen		79,000		327,000		406,000
James G. Bradley(4)		56,000		288,500		344,500
Jeffrey A. Brodsky		83,000		327,000		410,000
Allen M. Capsuto(5)		7,583		—		7,583
G. Fulton Collins		80,000		—		80,000
Michael D. Lundin		92,000		327,000		419,000
Alvo M. Oddis		76,000		—		76,000

(1)

Amounts in this column include the following fees: an annual fee of $50,000 for each director; an additional fee of $15,000 for the chairman of the board of directors; an additional fee of $10,000 for the chairs of each of the audit committee and compensation committee; and an additional fee of $5,000 for directors serving on the compensation or audit committee. These fees are pro-rated for partial years of service. In addition, directors receive a $2,000 fee for each meeting attended, and a $1,000 fee for each meeting attended telephonically.

(2)

Amounts shown for Stock Awards relate to the aggregate grant date fair value of restricted stock awards granted to directors, computed in accordance with Financial Accounting Standards Board's Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("ASC Topic 718"), based on assumptions described in Note 10 to our Consolidated Financial Statements. The shares of restricted stock held by our directors become vesting in four equal installments on the first, second, third and fourth year anniversaries of the date of grant. In addition, any unvested shares of restricted stock would become fully vested in the event of a change in control of the Company (as defined in the Equity Plan) or a termination of any of the director's service on the board of directors by reason of their death or disability.

(3)

As of December 31, 2010, each of our directors serving on the board as of such date, other than Messrs. Collins and Oddis, held 500 shares of restricted stock.

(4)

Mr. Bradley was appointed to the board of directors on April 20, 2010.

(5)

Mr. Capsuto resigned from the board of directors effective as of February 1, 2010. At the time of his resignation, Mr. Capsuto forfeited all shares of restricted stock held by him.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        This section describes related party transactions that have occurred since December 28, 2007, and any currently proposed transactions, that involve Euramax Holdings or the Company and exceed $120,000, and in which any director, executive officer and/or 5% stockholder had or has a direct or indirect material interest.

Restructuring

        On June 29, 2009, we, our then-existing equity sponsors and certain management shareholders agreed to a restructuring of indebtedness owed to lenders under our then existing first and second lien credit agreements and of amounts owed to counterparties under our then-existing interest rate swaps. Under the terms of the Restructuring, lenders cancelled 100% of amounts owed under our second lien credit agreement consisting of principal and accrued interest of $191 million and $12 million, respectively, in exchange for 100% of the issued and outstanding stock of Euramax Holdings. The stock of Euramax Holdings was issued to lenders in proportion to their holdings of the second lien loans prior to the Restructuring. The following lenders who received common stock of Euramax Holdings in the Restructuring currently own more than 5% of the common stock of Euramax Holdings: Highland Capital Management, L.P., Levine Leichtman Capital Partners Deep Value Fund LP and UBS AG, Stamford Branch. See "Principal Stockholders." Also see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information regarding the Restructuring.

Stockholders Agreement

        In connection with the June 2009 Restructuring, Euramax Holdings entered into a stockholders agreement with the holders of its common stock. The stockholders agreement provides that stockholders holding a majority of the outstanding common stock of Euramax Holdings must approve, among other things:

•

any asset acquisition or series of asset acquisitions in excess of $100.0 million (other than supply agreements entered into in the ordinary course of business of Euramax Holdings);

•

the creation, incurrence, assumption, guarantee, refinancing or prepayment of any indebtedness, the outstanding principal amount of which is greater than $50.0 million at any one time, or any material modification or alteration to the terms and provisions of any such indebtedness (excluding our First Lien Credit Facility, our existing ABL facility and any refinancings or replacements thereof);

•

the redemption or repurchase of any equity securities or debt or debt securities of Euramax Holdings or any of its subsidiaries (including the notes being offered hereby) on other than a pro rata basis among all holders of such securities being repurchased or redeemed, subject to certain exceptions;

•

a public offering of the common stock of Euramax Holdings or securities into which the common stock of Euramax Holdings may be converted;

•

the sale, lease, disposition or abandonment of any of the properties and assets of Euramax Holdings (other than properties, materials, supplies, equipment or other personal property disposed of in the ordinary course of business which do not have a sale price in excess of $100.0 million individually or in the aggregate and are not otherwise material to the business of Euramax Holdings);

•

the merger or consolidation of Euramax Holdings with any other entity, the conversion of Euramax Holdings into another form of entity, the exchange of the interests of Euramax

126

Holdings with any other person or entity or the entry into any joint venture, partnership or consortium agreement;

•

the abandonment of any existing lines of business of Euramax Holdings that constitute $50.0 million or more of the revenue of Euramax Holdings in the immediately preceding 12-month period;

•

any loans or advance payments of (i) compensation or (ii) other consideration to any of the officers or employees of Euramax Holdings, or any of Euramax Holdings' or the existing stockholders' directors, in excess of $100,000, subject to certain exceptions;

•

the entry into any other material contract or agreement, or series of contracts or agreements, that would obligate Euramax Holdings to expend, or transfer assets with a value of, $100.0 million or more (other than supply agreements entered into in the ordinary course of business of Euramax Holdings);

•

any amendment or restatement of the charter or bylaws of Euramax Holdings;

•

any increase or decrease in the number of directors on the board of directors of Euramax Holdings; and

•

any actions, authorizations or approvals or agreements with respect to the foregoing provisions.

        The stockholders agreement imposes transfer restrictions that control the manner in which the stockholders of Euramax Holdings may transfer their shares of common stock of Euramax Holdings as well as certain tag-along, drag-along and preemptive rights with respect to the equity securities of Euramax Holdings. The preemptive rights do not apply in connection with a public offering. The stockholders agreement also provides that the seven members of the board of directors of Euramax Holdings will be elected to the board of directors.

        The stockholders agreement will terminate upon a "qualified public offering," defined as (i) an underwritten public offering of the common stock of Euramax Holdings in which Euramax Holdings receives no less than $50 million of net proceeds or (ii) a demand registration under the Registration Rights Agreement that is the first public offering of the common stock of Euramax Holdings.

Registration Rights Agreement

        In June 2009, Euramax Holdings entered into a registration rights agreement with its existing stockholders. Under the registration rights agreement, a stockholder of Euramax Holdings who holds "registrable securities" may request that Euramax Holdings register such registrable securities through a demand registration or a piggyback registration. Registrable securities include the common stock of Euramax Holdings delivered to its stockholders in connection with the Restructuring (whether or not the common stock of Euramax Holdings continues to be held by the stockholder who acquired the common stock in the Restructuring) and common stock of Euramax Holdings issued to management under its Executive Incentive Plan.

        Piggyback Registration.    If Euramax Holdings proposes to register any securities then, within a specified number of days prior to the anticipated date of the preliminary prospectus relating to the registration, Euramax Holdings must notify each holder of registrable securities of the registration and offer each of them the opportunity to include as many of their registrable securities in the registration statement as they may request. If the managing underwriter of the proposed offering should advise Euramax Holdings that, in its view, the number of shares requested to be registered exceeds the largest number of shares that can be sold without having an adverse effect on the proposed registered offering, Euramax Holdings will include (i) first, any securities proposed to be registered for Euramax Holdings, (ii) second, all securities requested to be registered by the holders of registrable securities and

127

(iii) third, any securities proposed to be registered for any other person with respect to such priorities among them as Euramax Holdings determines.

        Demand Registration.    Stockholders holding a majority of the outstanding common stock of Euramax Holdings may request that Euramax Holdings register all or any portion of their registrable securities. If Euramax Holdings receives notice from stockholders who hold registrable securities requesting a demand registration, Euramax Holdings must provide notice of the requested registration to each stockholder who holds registrable securities within a specified number of days prior to the anticipated date of the preliminary prospectus. If the managing underwriter of the proposed offering should advise Euramax Holdings that, in its view, the number of shares requested to be registered exceeds the largest number of shares that can be sold without having an adverse effect on the proposed registered offering, Euramax Holdings will include (i) first, all securities requested to be registered by the stockholders and (ii) second, any securities proposed to be registered by Euramax Holdings.

        Euramax Holdings is not required to effect a demand registration within three months of a public offering of its securities. Euramax Holdings is not required to effect more than four demand registrations, and is not required to effect more than one demand registration in any six-month period. Euramax Holdings is not obligated to effect a demand registration for any offering which would be its first public offering, unless the managing underwriter advises Euramax Holdings that, in its view, such offering would result in Euramax Holdings and the registering stockholders receiving, in the aggregate, no less than $50 million of net proceeds from the offering. The stockholder requesting a demand registration has the right to select an underwriter or underwriters in connection with the demand registration offering, subject to Euramax Holdings' approval. Euramax Holdings will select the underwriter or underwriters in connection with any other public offering.

        The registration rights agreement may only be amended with the consent of the board of directors of Euramax Holdings and stockholders holding at least two-thirds of the then outstanding registrable securities of Euramax Holdings.

Senior Unsecured Loan Facility

        In March 2011, we, Holdings and certain of our domestic subsidiaries, as guarantors, entered into the Senior Unsecured Loan Facility with investment funds affiliated with Highland Capital Management, L.P. and Levine Leichtman Capital Partners, as lenders. For a description of the terms of the Senior Unsecured Loan Facility, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—Senior Unsecured Loan Facility."

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PRINCIPAL STOCKHOLDERS

        The following table presents information regarding beneficial ownership of the common stock of Euramax Holdings by:

•

each of the directors of Euramax Holdings;

•

each of the executive officers of Euramax Holdings;

•

each stockholder known by us to beneficially hold five percent or more of the common stock of Euramax Holdings; and

•

all of the executive officers and directors of Euramax Holdings as a group.

        Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of the date of this prospectus are deemed to be outstanding and to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

	Shares Beneficially Owned
Name and Address	Number		Percent
Highland Capital Management, L.P.		39,945.3		21.7	%
Levine Leichtman Capital Partners Deep Value Fund		28,690.2		15.6	%
UBS AG, London Branch & Stamford Branch		16,040.3		8.7	%
Credit Suisse Alternative Capital, Inc.		14,958.6		8.1	%
UniCredit Bank		9,349.1		5.1	%
Van Kampen Asset Management, Inc.		9,349.1		5.1	%
BlackRock Advisors, LLC		9,200.7		5.0	%
Mitchell B. Lewis		7,431.0		4.0	%
R. Scott Vansant		5,815.3		3.2	%
Scott R. Anderson		1,457.1		*	%
Jeffrey C. Hummel		400		*	%
Michael D. Lundin		250		*	%
Marjorie L. Bowen		250		*	%
Jeffrey A. Brodsky		250		*	%
Alvo M. Oddis		250		—	%
James G. Bradley		125		*	%
G. Fulton Collins		—		—	%
All directors and executive officers, as a group (10 persons)		13,653.4		7.4	%

*

Less than 1%

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        In connection with the sale of the outstanding notes on March 18, 2011, we, the guarantors and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, we and the guarantors agreed to file with the SEC a registration statement on the appropriate form under the Securities Act with respect to publicly registered notes having identical terms to the outstanding notes. Upon the effectiveness of the exchange offer registration statement, we and the guarantors will, pursuant to the exchange offer, offer to the holders of the outstanding notes who are able to make certain representations the opportunity to exchange their notes for the exchange notes. We also agreed to file a shelf registration statement under certain circumstances.

        If (i) we and the guarantors fail to cause a registration statement with respect to this exchange offer to become effective within 300 days of the date of original issuance of the notes, or by January 12, 2012, (ii) we have not exchanged outstanding notes validly tendered in accordance with the terms of the exchange offer on or prior to 30 business days after the effectiveness date of this registration statement, (iii) the shelf registration statement, if required by the terms of the registration statement, is not declared effective on or prior to the 90th day after the 30th day after the delivery of a Shelf Notice (as defined in the registration rights agreement), or (iv) the shelf registration statement, if required by the terms of the registration rights agreement, is declared effective but thereafter ceases to be effective, then we will pay additional interest to each holder of the outstanding notes, with respect to the first 90-day period immediately following the occurrence of the first registration default in an amount equal to one-quarter of one percent (0.25%) per annum on the principal amount of the outstanding notes held by such holder. The amount of the additional interest will increase by an additional one-quarter of one percent (0.25%) per annum on the principal amount of outstanding notes with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of additional interest for all registration defaults of 1.0% per annum. No additional interest will accrue on the notes following the second anniversary of the original issuance date of the notes. There can only exist one registration default at any one time. Following the cure of all registration defaults, the accrual of additional interest will cease.

        Each broker-dealer that receives the exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

        A copy of the registration rights agreement is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

Terms of the Exchange Offer

        We and the guarantors are offering to exchange an aggregate principal amount of up to $375.0 million of exchange notes and guarantees thereof for a like aggregate principal amount of outstanding notes and guarantees thereof. The form and terms of the exchange notes are the same as the form and the terms of the outstanding notes, except that the exchange notes:

•

will have been registered under the Securities Act;

•

will not bear the restrictive legends restricting their transfer under the Securities Act; and

•

will not contain the registration rights and additional interest provisions contained in the outstanding notes.

        The exchange notes evidence the same debt as the outstanding notes exchanged for the new notes and will be entitled to the benefits of the same indenture under which the outstanding notes were

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issued, which is governed by New York law. For a complete description of the terms of the exchange notes, see "Description of Exchange Notes." We will not receive any cash proceeds from the exchange offer.

        The exchange offer is not extended to holders of outstanding notes in any jurisdiction where the exchange offer would not comply with the securities or blue sky laws of that jurisdiction.

        As of the date of this prospectus, $375.0 million aggregate principal amount of outstanding notes is outstanding and registered in the name of Cede & Co., as nominee for DTC. Only registered holders of the outstanding notes, or their legal representatives and attorneys-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer. We and the guarantors will not set a fixed record date for determining registered holders of the outstanding notes entitled to participate in the exchange offer. This prospectus, together with the letter of transmittal, is being sent to all registered holders of outstanding notes and to others believed to have beneficial interests in the outstanding notes.

        This prospectus and the accompanying letter of transmittal together constitute the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange outstanding notes, which are properly tendered on or before the expiration date and are not withdrawn as permitted below, for exchange notes. The expiration date for this exchange offer is 5:00 P.M., New York City time, on                                    , 2011, or such later date and time to which we, in our sole discretion, extend the exchange offer.

        Notes tendered in the exchange offer must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

        Neither we nor any of the guarantors, our or their respective boards of directors or our or their management recommends that you tender or not tender old notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender outstanding notes in the exchange offer and, if you decide to tender, the aggregate amount of outstanding notes to tender. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

        We expressly reserve the right, in our sole discretion:

•

to extend the expiration date;

•

to delay accepting any outstanding notes due to an extension of the exchange offer;

•

if any condition set forth below under "—Conditions to the Exchange Offer" has not been satisfied, to terminate the exchange offer and not accept any outstanding notes for exchange; or

•

to amend the exchange offer in any manner.

        We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment as promptly as practicable by a public announcement, and in the case of an extension, no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make a public announcement of any extension, delay, non-acceptance, termination or amendment, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency, which may be an agency controlled by us. Notwithstanding the foregoing, in the event of a material change in the exchange offer, including our waiver of a material condition, we will extend the exchange offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

        During an extension, all outstanding notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any outstanding notes not accepted for exchange for

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any reason will be returned without cost to the holder that tendered them promptly after the expiration or termination of the exchange offer.

How to Tender Outstanding Notes for Exchange

        When the holder of outstanding notes tenders, and we accept such notes for exchange pursuant to that tender, a binding agreement between us and the tendering holder is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of outstanding notes who wishes to tender such notes for exchange must, on or prior to the expiration date:

•

transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to Wells Fargo Bank, National Association, which will act as the exchange agent, at the address set forth below under the heading "—The Exchange Agent";

•

comply with DTC's Automated Tender Offer Program, or ATOP, procedures described below; or

•

if outstanding notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must transmit an agent's message to the exchange agent as per DTC, Euroclear Bank S.A./N.V., as operator of the Euroclear system, or Euroclear, or Clearstream Banking S.A., or Clearstream, (as appropriate) procedures.

        In addition, either:

•

the exchange agent must receive the certificates for the outstanding notes and the letter of transmittal;

•

the exchange agent must receive, prior to the expiration date, a timely confirmation of the book-entry transfer of the outstanding notes being tendered, along with the letter of transmittal or an agent's message; or

•

the holder must comply with the guaranteed delivery procedures described below.

        The term "agent's message" means a message, transmitted to DTC, Euroclear or Clearstream, as appropriate, and received by the exchange agent and forming a part of a book-entry transfer, or "book-entry confirmation," which states that DTC, Euroclear or Clearstream, as appropriate, has received an express acknowledgement that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

        We will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent's message, waives any right to receive any notice of the acceptance of such tender.

        Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless the outstanding notes surrendered for exchange are tendered:

•

by a registered holder of the outstanding notes; or

•

for the account of an eligible institution.

        An "eligible institution" is a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or correspondent in the United States.

        If outstanding notes are registered in the name of a person other than the signer of the letter of transmittal, the outstanding notes surrendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in

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our sole discretion, duly executed by the registered holder with the holder's signature guaranteed by an eligible institution.

        We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of outstanding notes tendered for exchange in our sole discretion. Our determination will be final and binding. We reserve the absolute right to:

•

reject any and all tenders of any outstanding note improperly tendered;

•

refuse to accept any outstanding note if, in our judgment or the judgment of our counsel, acceptance of the outstanding note may be deemed unlawful; and

•

waive any defects or irregularities or conditions of the exchange offer as to any particular outstanding note based on the specific facts or circumstance presented either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender outstanding notes in the exchange offer.

        Notwithstanding the foregoing, we do not expect to treat any holder of outstanding notes differently from other holders to the extent they present the same facts or circumstances.

        Our interpretation of the terms and conditions of the exchange offer as to any particular outstanding notes either before or after the expiration date, including the letter of transmittal and the instructions to it, will be final and binding on all parties. Holders must cure any defects and irregularities in connection with tenders of notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor shall any of us incur any liability for failure to give such notification.

        If a person or persons other than the registered holder or holders of the outstanding notes tendered for exchange signs the letter of transmittal, the tendered outstanding notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the outstanding notes.

        If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any outstanding notes or any power of attorney, these persons should so indicate when signing, and you must submit proper evidence satisfactory to us of those persons' authority to so act unless we waive this requirement.

        By tendering, each holder will represent to us: that the person acquiring exchange notes in the exchange offer is acquiring them in the ordinary course of its business, whether or not such recipient is the holder itself; at the time of the commencement or consummation of the exchange offer neither it, nor to its actual knowledge, any other person receiving exchange notes from such holder has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act; and neither it nor, to its actual knowledge, any other person receiving exchange notes from such holder is an "affiliate," as defined under Rule 405 of the Securities Act, of us.

        If any holder or any other person receiving exchange notes from such holder is an "affiliate," as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the notes in violation of the provisions of the Securities Act to be acquired in the exchange offer, the holder or any other person:

•

may not rely on applicable interpretations of the staff of the SEC; and

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•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer who acquired its outstanding notes as a result of market-making activities or other trading activities, and thereafter receives exchange notes issued for its own account in the exchange offer, must represent to us and acknowledge that it will provide us with information we reasonably request and comply with the applicable provisions of the Securities Act (including, but not limited to, delivering this prospectus in connection with any resale of such exchange notes issued in the exchange offer). The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution" for a discussion of the exchange and resale obligations of broker-dealers.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes Issued in the Exchange Offer

        Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept, promptly after the expiration date, all outstanding notes properly tendered and will issue exchange notes registered under the Securities Act in exchange for the tendered outstanding notes. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered outstanding notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter, and complied with the applicable provisions of the registration rights agreement. See "—Conditions to the Exchange Offer" for a discussion of the conditions that must be satisfied before we accept any outstanding notes for exchange.

        For each outstanding note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to that of the surrendered outstanding note. Registered holders of exchange notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid. Under the registration rights agreement, we may be required to make payments of additional interest to the holders of the outstanding notes under circumstances relating to the timing of the exchange offer.

        In all cases, we will issue exchange notes for outstanding notes that are accepted for exchange only after the exchange agent timely receives:

•

certificates for such outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent's account at DTC, Euroclear or Clearstream, as appropriate;

•

a properly completed and duly executed letter of transmittal or an agent's message; and

•

all other required documents.

        If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered outstanding notes, or if a holder submits outstanding notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or nonexchanged notes without cost to the tendering holder. In the case of outstanding notes tendered by book-entry transfer into the exchange agent's account DTC, Euroclear or Clearstream, the nonexchanged notes will be credited to an account maintained with DTC, Euroclear or Clearstream. We will return the outstanding notes or have them credited to DTC, Euroclear or Clearstream accounts, as appropriate, promptly after the expiration or termination of the exchange offer.

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Book-Entry Transfer

        The participant should transmit its acceptance to DTC, Euroclear or Clearstream, as the case may be, on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC, Euroclear or Clearstream, as the case may be, will verify the acceptance and then send to the exchange agent confirmation of the book-entry transfer. The confirmation of the book-entry transfer will include an agent's message confirming that DTC, Euroclear or Clearstream, as the case may be, has received an express acknowledgement from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. Delivery of exchange notes issued in the exchange offer may be effected through book-entry transfer at DTC, Euroclear or Clearstream, as the case may be. However, the letter of transmittal or facsimile thereof or an agent's message, with any required signature guarantees and any other required documents, must:

•

be transmitted to and received by the exchange agent at the address set forth below under "—The Exchange Agent" on or prior to the expiration date; or

•

comply with the guaranteed delivery procedures described below.

        DTC's ATOP program is the only method of processing exchange offers through DTC. To accept an exchange offer through ATOP, participants in DTC must send electronic instructions to DTC through DTC's communication system. In addition, such tendering participants should deliver a copy of the letter of transmittal to the exchange agent unless an agent's message is transmitted in lieu thereof. DTC is obligated to communicate those electronic instructions to the exchange agent through an agent's message. To tender outstanding notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal. Any instruction through ATOP is at your risk and such instruction will be deemed made only when actually received by the exchange agent.

        In order for an acceptance of an exchange offer through ATOP to be valid, an agent's message must be transmitted to and received by the exchange agent prior to the expiration date, or the guaranteed delivery procedures described below must be complied with. Delivery of instructions to DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

        If a holder of outstanding notes desires to tender such notes and the holder's outstanding notes are not immediately available, or time will not permit the holder's outstanding notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the holder tenders the outstanding notes through an eligible institution;

•

prior to the expiration date, the exchange agent received form such eligible institution a properly completed and duly executed notice of guaranteed delivery, acceptable to us, by mail, hand delivery, overnight courier or facsimile transmission, setting forth the name and address of the holder of the outstanding notes tendered, the certificate number or numbers of such outstanding notes and the amount of the outstanding notes being tendered. The notice of guaranteed delivery shall state that the tender is being made and guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent's message with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

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•

the exchange agent receives the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent's message with any required signature guarantees and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

Withdrawal Rights

        You may withdraw tenders of your outstanding notes at any time prior to the expiration of the offer.

        For a withdrawal to be effective, you must send a written notice of withdrawal to the exchange agent at the address set forth below under "—The Exchange Agent." Any such notice of withdrawal must:

•

specify the name of the person that has tendered the outstanding notes to be withdrawn;

•

identify the outstanding notes to be withdrawn, including the principal amount of such outstanding notes; and

•

where certificates for outstanding notes are transmitted, specify the name in which outstanding notes are registered, if different from that of the withdrawing holder.

        If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC, Euroclear or Clearstream, as applicable, to be credited with the withdrawn notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal and our determination will be final and binding on all parties. Any tendered notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder. In the case of outstanding notes tendered by book-entry transfer into the exchange agent's account at DTC, Euroclear or Clearstream, as applicable, the outstanding notes withdrawn will be unlocked with DTC, Euroclear or Clearstream, as applicable, for the outstanding notes. The outstanding notes will be returned promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be re-tendered by following one of the procedures described under "—How to Tender Outstanding Notes for Exchange" above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other provisions of the exchange offer, we are not required to accept the outstanding notes in the exchange offer or to issue the exchange notes, and we may terminate or amend the exchange offer, if at any time before the expiration of the exchange offer (x) such acceptance or issuance would violate applicable law or any applicable interpretation of the staff of the SEC, (y) there is an action or proceeding instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to us, or (z) the governmental approvals we deem necessary to obtain for the consummation of the exchange offer are not obtained.

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        The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered in the exchange.

The Exchange Agent

        Wells Fargo Bank, National Association, has been appointed as our exchange agent for the exchange offer. All executed letters of transmittal should be directed to our exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

        We have appointed Wells Fargo Bank, National Association as the exchange agent for the exchange offer. Wells Fargo Bank, National Association also acts as trustee under the indenture governing the notes. All executed letters of transmittal should be directed to the exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wells Fargo Bank, N.A.	Wells Fargo Bank , N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	Northstar East Building—12th Floor
P.O. Box 1517	6th St & Marquette Avenue	608 Second Avenue South
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402
	By facsimile:
	(For Eligible Institutions only):
	(612) 667-9825
	Confirmation: (800) 344-5128

        Originals of all documents sent by facsimile should be promptly sent to the exchange agent by mail, by hand or by overnight delivery service.

The method of delivery of the outstanding notes, the letters of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or outstanding notes should be sent directly to us.

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

Fees and Expenses

        We will not make any payment to brokers, dealers or others soliciting acceptance of the exchange offer except for reimbursement of mailing expenses.

        The cash expenses to be incurred in connection with the exchange offer will be paid by us.

Transfer Taxes

        Holders who tender their outstanding notes for exchange notes will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes issued in the exchange offer

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or substitute outstanding notes not tendered or exchanged are to be delivered to, or are to be issued in the name of, any person other than the holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the holder must pay any applicable transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, transfer taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange Outstanding Notes

        Holders who desire to tender their outstanding notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange.

        Outstanding notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to accrue interest and to be subject to the provisions in the indenture regarding the transfer and exchange of the outstanding notes and the existing restrictions on transfer set forth in the legend on the outstanding notes and in the offering memorandum, dated March 11, 2011, relating to the outstanding notes. After completion of this exchange offer, we will have no further obligation to provide for the registration under the Securities Act of those outstanding notes except in limited circumstances with respect to specific types of holders of outstanding notes and we do not intend to register the outstanding notes under the Securities Act. In general, outstanding notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

        Upon completion of the exchange offer, holders of any remaining outstanding notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. See "Risk Factors—Risks Related to the Exchange Offer and Holding the Exchange Notes—You may have difficulty selling the outstanding notes that you do not exchange."

Exchanging Outstanding Notes

        Based on interpretations of the staff of the SEC, as set forth in no-action letters to third parties, we believe that the notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by holders of such notes, other than by any holder that is a broker-dealer who acquired outstanding notes for its own account as a result of market-making or other trading activities or by any holder which is an "affiliate" of us within the meaning of Rule 405 under the Securities Act. The exchange notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•

the holder is not a broker-dealer tendering notes acquired directly from us;

•

the person acquiring the exchange notes in the exchange offer, whether or not that person is a holder, is acquiring them in the ordinary course of its business;

•

neither the holder nor that other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes issued in the exchange offer; and

•

the holder is not our affiliate.

        However, the SEC has not considered the exchange offer in the context of a no-action letter, and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in these other circumstances.

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        Each holder must furnish a written representation, at our request, that:

•

it is acquiring the exchange notes issued in the exchange offer in the ordinary course of its business;

•

at the time of the commencement or consummation of the exchange offer, neither it nor, to its actual knowledge, any other person receiving exchange notes from it has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act; and

•

neither it nor, to its actual knowledge, any other person receiving exchange notes from such holder is an "affiliate," as defined in Rule 405 of the Securities Act, of us.

        Each holder who cannot make such representations:

•

will not be able to rely on the interpretations of the staff of the SEC in the above-mentioned interpretive letters;

•

will not be permitted or entitled to tender outstanding notes in the exchange offer; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of outstanding notes, unless the sale is made under an exemption from such requirements.

        In addition, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by that broker-dealer as a result of market-making or other trading activities, must represent to us and acknowledge that it will provide us with information we reasonably request and comply with the applicable provisions of the Securities Act (including, but not limited to, delivering this prospectus in connection with any resale of such notes issued in the exchange offer). See "Plan of Distribution" for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

        In addition, to comply with state securities laws of certain jurisdictions, the exchange notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with by the holders selling the exchange notes. We have not agreed to register or qualify the exchange notes for offer or sale under state securities laws.

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DESCRIPTION OF EXCHANGE NOTES

        You can find the definitions of certain terms used in this description under "—Certain Definitions." Certain defined terms used in this description but not defined below under the caption "—Certain Definitions" have the meanings assigned to them in the indenture and the Intercreditor Agreements. In this description, the term "Issuer" refers only to Euramax International, Inc., a Delaware corporation, and not to any of its subsidiaries.

        The outstanding notes were issued, and the exchange notes will be issued, under an indenture (the "indenture"), dated March 18, 2011, among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as trustee and collateral trustee. Unless otherwise indicated, the exchange notes offered hereby and the outstanding notes are collectively referred to herein as the "notes." The terms of the notes include those stated in the indenture and the Trust Indenture Act of 1933, as amended, or the Trust Indenture Act.

        The following description is a summary of the material provisions of the indenture, the security documents and the Intercreditor Agreements. It does not restate those agreements in their entirety. We urge you to read the indenture, the security documents and the Intercreditor Agreements because they, and not this description, define your rights as a holder of the notes. Copies of the indenture, the security documents and the Intercreditor Agreements have been filed with the Commission and are incorporated by reference into the registration statement of which this prospectus forms a part.

        The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Notes and the Note Guarantees

The Notes

        The notes:

•

are general senior secured obligations of the Issuer;

•

share, equally and ratably with all obligations of the Issuer under any other Notes Priority Debt, in the benefits of Liens held by the Collateral Trustee on all Collateral from time to time owned by the Issuer, which Liens will be (i) senior to all Liens on the Notes Priority Collateral securing ABL Obligations and Subordinated Lien Obligations, if any, (ii) senior to all Liens on the ABL Priority Collateral securing Subordinated Lien Obligations, if any, and (iii) junior to all Liens on the ABL Priority Collateral securing ABL Obligations, in each case subject to Permitted Liens;

•

are structurally subordinated to any existing and future Indebtedness and other liabilities of the Issuer's non-Guarantor Subsidiaries;

•

are pari passu in right of payment with all existing and future Indebtedness of the Issuer that is not subordinated;

•

are senior in right of payment to any existing and future subordinated Indebtedness of the Issuer;

•

are effectively senior to the Senior Unsecured Loan to the extent of the value of the Notes Priority Collateral and the ABL Priority Collateral securing the notes; and

•

are guaranteed on a senior secured basis by the Guarantors, as described under the caption "—The Note Guarantees."

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        As of July 1, 2011, the Issuer had outstanding:

•

$25.9 million in aggregate principal amount of ABL Debt, with $40.2 million of additional availability;

•

no Notes Priority Debt (other than the notes);

•

no Subordinated Lien Debt;

•

$122.6 million in aggregate principal amount of unsecured Indebtedness (consisting solely of the Senior Unsecured Loan); and

•

$70.8 million in aggregate principal amount of total liabilities outstanding (including trade payables) at Subsidiaries that are not Guarantors.

        For the year ended December 31, 2010, the Issuer's Subsidiaries that are not Guarantors generated 33.9%, 84.7% and 37.4% of the Issuer's consolidated net sales, consolidated operating income and consolidated Adjusted EBITDA, respectively. As of July 1, 2011, the Issuer's Subsidiaries that are not Guarantors represented 49.7% of the Issuer's consolidated assets.

The Note Guarantees

        The notes are guaranteed by (i) Euramax Holdings, Inc. ("Parent"), (ii) each of the Issuer's future Wholly Owned Restricted Subsidiaries (other than any Excluded Subsidiaries) and (iii) any Restricted Subsidiary that guarantees any Indebtedness of the Issuer or a Guarantor or otherwise becomes an obligor under the ABL Credit Facility.

        Each Note Guarantee of a Guarantor:

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is a general senior secured obligation of that Guarantor;

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shares, equally and ratably with all obligations of that Guarantor under any other Notes Priority Debt, in the benefits of Liens held by the Collateral Trustee on all Collateral from time to time owned by that Guarantor, which Liens will be (i) senior to all Liens on the Notes Priority Collateral securing ABL Obligations and Subordinated Lien Obligations, if any, (ii) senior to all Liens on the ABL Priority Collateral securing Subordinated Lien Obligations, if any, and (iii) junior to all Liens on the ABL Priority Collateral securing ABL Obligations;

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is pari passu in right of payment with all existing and future Indebtedness of that Guarantor that is not subordinated;

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is effectively senior to all obligations of that Guarantor under the Senior Unsecured Loan to the extent of the value of the Notes Priority Collateral and the ABL Priority Collateral owned by such Guarantor; and

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is senior in right of payment to any future subordinated Indebtedness of that Guarantor.

        As of the date hereof, all of the Issuer's Wholly Owned Restricted Subsidiaries (other than any Excluded Subsidiaries) are Guarantors of the notes. However, it is possible that in the future one or more of the Issuer's Subsidiaries will not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, the non-Guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer. See "Risk Factors—Risks Related to the Exchange Notes and Our Indebtedness—In the event of our bankruptcy, the ability of the holders of the exchange notes to realize upon the collateral will be subject to certain bankruptcy law limitations."

        If the Issuer or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Restricted Subsidiary (other than an Excluded Subsidiary) on or after the date of the indenture, such

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Wholly Owned Restricted Subsidiary must become a Guarantor, execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. In addition, any Restricted Subsidiary of the Issuer that guarantees, or otherwise becomes an obligor with respect to, any Indebtedness of the Issuer or any Guarantor, including the ABL Credit Facility, must become a Guarantor, execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee.

        The Note Guarantee of a Guarantor will be released under specified circumstances, including, in connection with a disposition of the Guarantor's Capital Stock if various conditions are satisfied. See "—Certain Covenants—Guarantees."

        As of the date hereof, all of the Issuer's Subsidiaries are "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," the Issuer is permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries."

        Any Unrestricted Subsidiaries will not be subject to any of the covenants in the indenture and will not guarantee the notes. The covenants in the indenture applicable to the Issuer and its Restricted Subsidiaries do not apply to Parent and its Subsidiaries (other than the Issuer and its Restricted Subsidiaries).

Principal, Maturity and Interest

        The indenture provides for the issuance by the Issuer of notes with an unlimited principal amount. The Issuer may issue additional notes (the "additional notes") from time to time after this offering. Any offering of additional notes is subject to the covenants described below under the captions "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and "—Certain Covenants—Liens." The notes and any additional notes subsequently issued under the indenture would be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Additional notes may not be fungible with the notes for U.S. federal income tax purposes. Any additional notes, if any, will be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The notes will mature on April 1, 2016.

        Interest on the notes accrues at the rate of 9.5% per annum and is payable semiannually in arrears on April 1 and October 1, commencing on October 1, 2011. The Issuer will make each interest payment to the holders of record on the immediately preceding March 15 and September 15, respectively.

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a holder has given wire transfer instructions to the Issuer, the Issuer will pay all principal, interest and premium on that holder's notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the Issuer elects to make interest payments by check mailed to the holders at their addresses set forth in the register of holders.

Paying Agent and Registrar for the Notes

        The Trustee currently acts as paying agent and registrar. The Issuer may change the paying agent or registrar without prior notice to the holders, and the Issuer or any of its Subsidiaries may act as paying agent or registrar.

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Transfer and Exchange

        A holder may transfer or exchange notes in accordance with the indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a holder to pay any taxes and fees required by law or permitted by the indenture. The Issuer is not required to transfer or exchange any note selected for redemption. Also, the Issuer is not required to transfer or exchange any note (1) for a period of 15 days before a selection of notes to be redeemed or (2) tendered and not withdrawn in connection with a Change of Control Offer or Asset Sale Offer.

Security

        The statements under this section are summaries of the material terms and provisions of the indenture, the Intercreditor Agreements and the other security documents. They do not purport to be complete and are qualified in their entirety by reference to all the provisions in such documents. Therefore, we urge you to read the indenture, the Intercreditor Agreements and the other security documents because they, and not this description, define your rights as holders of the notes.

        The obligations of the Issuer with respect to the notes, the obligations of the Guarantors under the Note Guarantees, and the obligations of the Issuer and the Guarantors with respect to any other Notes Priority Lien Obligations are secured by Liens held by the Collateral Trustee on the Collateral. The Liens on the Collateral securing the foregoing obligations will be senior to the Liens on the Collateral securing the Subordinated Lien Obligations, if any. All such Liens will be subject to Permitted Liens. The holders of notes will not possess a first-priority Lien on the ABL Priority Collateral.

Security for the Notes

General

        The holders of Notes Priority Obligations will have the benefit of the Collateral, which consists of and is divided into (i) the Notes Priority Collateral, as to which the holders of Notes Priority Obligations will have first-priority Liens, the holders of Subordinated Lien Obligations (designated as second priority), if any, will have junior priority Liens to the holders of Notes Priority Obligations, the holders of ABL Obligations will have junior- priority Liens to the holders of Notes Priority Obligations and Subordinated Lien Obligations (designated as second-priority), if any, and the holders of Subordinated Lien Obligations (not designated as second priority), if any, will have junior-priority Liens to each of the holders of Notes Priority Obligations, ABL Obligations and the Subordinated Lien Obligations (designated as second- priority), in each case subject to Permitted Liens, and (ii) the ABL Priority Collateral, as to which the holders of ABL Obligations will have first-priority Liens, the holders of the Notes Priority Obligations will have junior-priority Liens to the holders of the ABL Obligations and the holders of Subordinated Lien Obligations, if any, will have junior-priority Liens to the holders of the ABL Obligations and the Notes Priority Obligations, in each case subject to Permitted Liens. The General Intercreditor Agreement governs the priorities of the security interests and certain related creditor rights in the Collateral among the holders of the ABL Obligations, the holders of the Notes Priority Obligations and the holders of Subordinated Lien Obligations, if any.

Notes Priority Collateral

        The Notes Priority Collateral consists of substantially all the assets of the Issuer and the Guarantors, other than the ABL Priority Collateral and Excluded Assets. The Notes Priority Collateral includes but is not limited to: (i) all of the Capital Stock of the Issuer, (ii) all of the Capital Stock held by the Issuer or any Guarantor (other than Capital Stock of any Excluded Subsidiary), (iii) 65% of the voting capital stock and 100% of any non-voting Capital Stock of controlled foreign corporations

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directly owned by the Issuer or any Guarantor and (iv) substantially all of the tangible and intangible assets of the Issuer and each Guarantor, other than the ABL Priority Collateral and Excluded Assets.

        The holders of Notes Priority Obligations will have first-priority Liens on the Notes Priority Collateral (subject to certain Permitted Liens). In addition, the Issuer and the Guarantors will grant junior-priority Liens on the Notes Priority Collateral for the holders of the ABL Obligations which initially consist of the loans outstanding under the ABL Credit Facility, obligations with respect to letters of credit issued under the ABL Credit Facility, certain hedging and cash management obligations and other bank products incurred with the lenders, agents or arrangers party to the ABL Credit Facility or their respective affiliates and other obligations incurred under the ABL Credit Facility. The holders of Subordinated Lien Obligations (designated as second priority), if any, may be given junior-priority Liens on the Notes Priority Collateral, subject to the limitations in the indenture and the ABL Credit Facility, that is junior to the Liens of the holders of the Notes Priority Obligations but senior to the Liens of the holders of ABL Obligations. Except as provided in the General Intercreditor Agreement, holders of such junior Liens will not be able to take any enforcement action with respect to the Notes Priority Collateral so long as any Notes Priority Obligations are outstanding.

ABL Priority Collateral

        The Notes Priority Obligations will also be secured by second-priority Liens on the ABL Priority Collateral (subject to certain Permitted Liens). "ABL Priority Collateral" is defined as (i)(1) all accounts (and all rights to receive payments, indebtedness and other obligations (whether constituting an account, chattel paper, instrument, document or general intangible) which arise as a result of the sale or lease of inventory, goods (excluding equipment) or merchandise or provision of services, including the right to payment of any interest or finance charges) and (2) all promissory notes and other writings evidencing the foregoing obligations, however evidenced and whenever made, (ii) inventory, (iii) payment intangibles (including corporate and other tax refunds), documents of title, customs receipts, insurance, shipping and other documents and other written materials related to any inventory (including to the purchase or import of any inventory), (iv) all letter of credit rights, chattel paper, instruments, investment property, documents and general intangibles pertaining to any ABL Priority Collateral, (v) deposit accounts, collection accounts, disbursement accounts, lock-boxes, commodity accounts and securities accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds and assets held in, on deposit in, or credited to any of the foregoing (excluding, in each case, certain cash proceeds of Notes Priority Collateral and the deposit account(s) in which such cash is to be held), (vi) all books and records and "supporting obligations" (as defined in Article 9 of the Uniform Commercial Code) relating to any of the foregoing, (vii) related letters of credit, guaranties, collateral, liens, commercial tort claims or other claims and causes of action, and (viii) to the extent not otherwise included, all substitutions, replacements, accessions, products and proceeds (including, without limitation, insurance proceeds, investment property, licenses, royalties, income, payments, claims, damages and proceeds of suit but excluding, for the avoidance of doubt, any real estate, equipment, intellectual property and Capital Stock) of any or all of the foregoing, in each case held by the Issuer or any of the Guarantors, other than any assets that would otherwise be included in the ABL Priority Collateral that constitute Excluded Assets. Generally, the second-priority Liens on the ABL Priority Collateral granted to secure the Notes Priority Obligations and the junior-priority Liens on the ABL Priority Collateral granted to secure the Subordinated Lien Obligations, if any, will be terminated and automatically released if the Lien on such ABL Priority Collateral in favor of the ABL Obligations is released.

        The Issuer and the Guarantors will grant first-priority Liens on the ABL Priority Collateral for the holders of the ABL Obligations, which initially consist of the loans outstanding under the ABL Credit Facility, obligations with respect to letters of credit issued under the ABL Credit Facility, certain hedging and cash management obligations and other bank products incurred with the lenders, agents or

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arrangers party to the ABL Credit Facility or their respective affiliates and other obligations incurred under the ABL Credit Facility. The holders of Notes Priority Obligations will have second-priority Liens on the ABL Priority Collateral. The holders of Subordinated Lien Obligations, if any, will be secured by junior-priority Liens on the ABL Priority Collateral that is junior to the Liens of the holders of the ABL Obligations and the Notes Priority Obligations on the ABL Priority Collateral, subject to the limitations in the indenture and the ABL Credit Facility. Except as provided in the General Intercreditor Agreement, holders of such junior liens will not be able to take any enforcement action with respect to the ABL Priority Collateral so long as any ABL Obligations are outstanding and commitments have not been terminated.

Excluded Assets

        Notwithstanding the foregoing, the Collateral will not include (clauses (1) to (13) collectively, the "Excluded Assets"):

        (1)   any intellectual property, lease, license, contract, property rights or agreement to which the Issuer or any Guarantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the Issuer or any Guarantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include, and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above;

        (2)   any assets (other than accounts receivable or inventory) of the Issuer or any Guarantor, subject to certain exceptions, which is subject to or secured by a Capital Lease Obligation or purchase money indebtedness permitted by clause (5) of the definition of "Permitted Debt" so long as the documents governing such Capital Lease Obligation or purchase money indebtedness do not permit other liens on such assets;

        (3)   any of the outstanding voting capital stock of a controlled foreign corporation in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporation entitled to vote; provided that immediately upon the amendment of the United States Internal Revenue Code of 1986, as amended, to allow the pledge of a greater percentage of the voting power of capital stock in a controlled foreign corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by the Issuer and each Guarantor shall attach to, such greater percentage of capital stock of each controlled foreign corporation directly owned by the Issuer or any Guarantor;

        (4)   (i) any property or assets owned by any Excluded Subsidiary (subject to such Excluded Subsidiary otherwise becoming a Guarantor to the extent required by the terms of the indenture) or any Unrestricted Subsidiary and (ii) any property or assets owned by Parent that is not owned by the Issuer or its Restricted Subsidiaries and (iii) any of the outstanding capital stock of any Unrestricted Subsidiary;

        (5)   any Capital Stock and other securities of a Subsidiary to the extent that the pledge of such Capital Stock and other securities results in the Issuer being required to file separate financial statements of such Subsidiary with the Commission, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and

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only with respect to the relevant notes affected. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Commission to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary's Capital Stock secures the notes affected thereby, then the Capital Stock of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant notes affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, the Collateral Documents may be amended or modified, without the consent of any holder of such notes, to the extent necessary to release the security interests in favor of such creditor on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral for the relevant notes. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary's Capital Stock to secure the notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant notes;

        (6)   any leasehold interests in real property;

        (7)   any fee-owned real property with a book value of less than $2.5 million;

        (8)   commercial tort claims of less than $10.0 million;

        (9)   pledges and security interests prohibited by, or requiring any consent of any governmental authority pursuant to, law, rule or regulation;

        (10) Equity Interests in any joint venture with a third party that is not an Affiliate, to the extent a pledge of such Equity Interests is prohibited by the documents covering such joint venture;

        (11) (i) deposit or securities accounts the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Issuer or any Guarantor to be paid to the Internal Revenue Service, which we refer to as the IRS, or state or local government agencies within the following two months with respect to employees of the Issuer or its Subsidiaries and (b) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3 102 on behalf of employees of the Issuer or its Subsidiaries, and (ii) all segregated deposit or securities accounts constituting (and the balance of which consists solely of funds set aside in connection with) payroll accounts and trust accounts;

        (12) with respect to perfection only, any item of personal property which constitutes Notes Priority Collateral as to which the Collateral Trustee shall determine in writing in its reasonable discretion after consultation with the Issuer that the costs of perfecting a security interest in such item are excessive in relation to the value of such security being perfected thereby; and

        (13) proceeds and products of any of the foregoing to the extent they constitute Excluded Asset described in clauses (1) through (12).

        Notwithstanding the foregoing, (i) in the event of the amendment of the United States Internal Revenue Code of 1986, as amended, to allow the pledge in excess of 65% of the voting power of all classes of capital stock of any controlled foreign corporation entitled to vote without adverse tax consequences, the Issuer will use its commercially reasonable efforts to grant a security interest in such Capital Stock, subject to the limitations of paragraph (3) above, and (ii) in the event of any change in

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facts and circumstances (including but not limited to the modification, amendment or interpretation of Rule 3-16 of Regulation S-X under the Securities Act) that would permit the pledge of all or a portion of the Capital Stock of a Subsidiary formed under the laws of the Netherlands in excess of the amount then pledged without the filing of separate financial statements of such Subsidiary with the SEC (or any other governmental agency), the Issuer will use its commercially reasonable efforts to grant a security interest in such Capital Stock, subject to the limitations of paragraph (5) above.

        In addition, neither the Issuer nor any of the Guarantors shall be required to perfect the security interest in the following other than by filing of a UCC financing statement: (i) vehicles and other equipment subject to a certificate of title statute, (ii) letter of credit rights, (iii) deposit or security accounts or any other asset or property requiring perfection through control agreement and (iv) fixtures, except to the extent that the same are equipment under the UCC or are related to real property covered by a mortgage in favor of the Collateral Agent. Furthermore, the security interest in certain property or assets which constitute ABL Priority Collateral will not be perfected to the extent that the ABL Collateral Agent determines in writing in its reasonable discretion, and in consultation with the Issuer, that the costs of perfecting such security interest are excessive in relation to the value of the security to be afforded thereby. In addition neither the Issuer nor any of its Subsidiaries shall be required to obtain bailee or landlord waivers, estoppels or collateral access agreements.

General Intercreditor Agreement

        The Issuer, the Guarantors, the Trustee, the Collateral Trustee and the ABL Collateral Agent entered into the General Intercreditor Agreement to establish the respective lien priorities of the holders of ABL Obligations, the holders of Notes Priority Obligations and the holders of Subordinated Lien Obligations, if any, in the Collateral, all as set forth above, and their respective rights and obligations with respect to such Collateral. Although the holders of the notes are not party to the General Intercreditor Agreement, by their acceptance of the notes they will agree to be bound thereby and the holders of the notes and other Notes Priority Obligations also specifically authorize the Trustee and the Collateral Trustee to enter into the General Intercreditor Agreement on their behalf and to take all actions provided for under the terms of the General Intercreditor Agreement and the holders of notes and other Notes Priority Obligations will be bound by such actions. Pursuant to the terms of the General Intercreditor Agreement, the Collateral Trustee will determine the time and method by which the security interests in the Notes Priority Collateral will be enforced and the ABL Collateral Agent will determine the time and method by which the security interests in the ABL Priority Collateral will be enforced.

        The aggregate amount of the obligations secured by the ABL Priority Collateral may, subject to the limitations set forth in the indenture, be increased. All or a portion of the obligations secured by the ABL Priority Collateral consists, or may consist, of indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently re-borrowed and such obligations may, subject to the limitations set forth in the indenture, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the subordination of the Liens held by the holders of Notes Priority Obligations or the provisions of the General Intercreditor Agreement defining the relative rights of the parties thereto. The lien priorities provided for in the General Intercreditor Agreement shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the obligations secured by the ABL Priority Collateral or the obligations secured by the Notes Priority Collateral, by the release of any Collateral or of any guarantees securing any secured obligations or by any action that any representative or secured party may take or fail to take in respect of any Collateral.

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Maintenance of Collateral

        The Indenture and/or the security documents will provide that the Issuer will, and will cause each of its Restricted Subsidiaries to (i) at all times maintain, preserve and protect all property material to the conduct of its business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business); (ii) from time to time make, or cause to be made, all necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; and (iii) keep its insurable property insured at all times by financially sound and reputable insurers.

After-Acquired Property

        Promptly following the acquisition by the Issuer or any Guarantor, the Issuer or such Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and opinions of counsel as shall be reasonably necessary to vest in the Collateral Trustee a perfected security interest in such After-Acquired Property and to have such After-Acquired Property added to the Collateral and thereupon all provisions of the Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect.

Further Assurances

        The Issuer and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Trustee may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the security documents. In addition, from time to time, the Issuer will reasonably promptly secure the obligations under the notes, the Indenture and the security documents by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral. Such security interests and Liens will be created under the security documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Collateral Trustee.

Sufficiency of Collateral

        No appraisal of the value of the Collateral was made in connection with the offering of the outstanding notes. The Fair Market Value of the Collateral is subject to fluctuations based on factors that include, among others, the ability to sell the Collateral in an orderly sale, general economic conditions, the availability of buyers and similar factors. The amount to be received upon a sale of the Collateral would also be dependent on numerous factors, including, but not limited to, the actual Fair Market Value of the Collateral at such time and the timing and the manner of the sale. By its nature, portions of the Collateral may be illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the Collateral can be sold in a short period of time or in an orderly manner. In addition, in the event of a bankruptcy, the ability of the holders to realize upon any of the Collateral may be subject to certain bankruptcy law limitations as described below. The Collateral will be pledged pursuant to the security documents, which contain provisions relating to the administration, preservation and disposition of the Collateral. The following is a summary of some of the covenants and provisions set forth in the security documents and the Indenture as they relate to the Collateral.

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No Action with Respect to the ABL Priority Collateral

        The General Intercreditor Agreement provides that (i) the holders of Notes Priority Obligations and the holders of Subordinated Lien Obligations, if any, may not commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, the ABL Priority Collateral under any security document, applicable law or otherwise, at any time when the ABL Priority Collateral is subject to any first-priority security interest and any ABL Obligations remain outstanding or any commitment to extend credit that would constitute such ABL Obligations remains in effect and (ii) only the ABL Collateral Agent shall be entitled to take any such actions or exercise any such remedies. The relative rights of the holders of Notes Priority Obligations in respect of the right to take enforcement actions is described below under the caption—Collateral Trust and Notes Priority Intercreditor Agreement—Enforcement of Liens."

        Notwithstanding the preceding paragraph, the Collateral Trustee and the Subordinated Collateral Trustee, if applicable, may:

        (1)   file a claim or statement of interest with respect to the Notes Priority Obligations or Subordinated Lien Obligations, as applicable, in any case or proceeding commenced by or against the Issuer or any Guarantor under the Bankruptcy Code or any similar bankruptcy law for the relief or protection of debtors, any other proceeding of a similar nature for the reorganization, protection, restructuring, compromise or arrangement of any of the assets and/or liabilities of the Issuer or any Guarantor or any similar case or proceeding;

        (2)   take any action (not adverse to the priority status of any of the Liens on the ABL Priority Collateral, or the rights of the ABL Collateral Agent or any holder of ABL Obligations, to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on any of the Collateral;

        (3)   file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, or other pleading objecting to or otherwise seeking the disallowance of the claims of the holders of Notes Priority Obligations or Subordinated Lien Obligations, as applicable, if any, in either case not inconsistent with the terms of the General Intercreditor Agreement;

        (4)   to the extent such holders acknowledge that such holders hold an unsecured claim, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Issuer or the Guarantors arising under any case or proceeding referred to in clause (1) above, except to the extent inconsistent with the terms of the General Intercreditor Agreement; or

        (5)   vote in favor of or against any plan of reorganization, compromise or arrangement, or file any proof of claim, make other filings and/or make any arguments and motions with respect to the Notes Priority Obligations or Subordinated Lien Obligations, as applicable, that in each case, are not inconsistent with the terms of the General Intercreditor Agreement.

No Action with Respect to Notes Priority Collateral

        The General Intercreditor Agreement provides that the holders of ABL Obligations and the holders of Subordinated Lien Obligations, if any, may not commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, the Notes Priority Collateral under any security document,

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applicable law or otherwise, at any time when the Notes Priority Collateral is subject to any first-priority security interest and any Notes Priority Obligations remain outstanding or any commitment to extend credit that would constitute such Notes Priority Obligations remains in effect and (ii) only the Collateral Trustee shall be entitled to take any such actions or exercise any such remedies. Notwithstanding the preceding paragraph, the holders of ABL Obligations and the holders of Subordinated Lien Obligations, and the ABL Collateral Agent and the Subordinated Collateral Trustee, if applicable, may:

        (1)   file a claim or statement of interest with respect to the ABL Obligations or the Subordinated Lien Obligations, as applicable, in any case or proceeding commenced by or against the Issuer or any Guarantor under the Bankruptcy Code or any similar bankruptcy law for the relief or protection of debtors, any other proceeding of a similar nature for the reorganization, protection, restructuring, compromise or arrangement of any of the assets and/or liabilities of the Issuer or any Guarantor or any similar case or proceeding;

        (2)   take any action (not adverse to the priority status of any of the Liens on the Notes Priority Collateral, or the rights of the Collateral Trustee or any holder of Notes Priority Obligations, to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on any of the Collateral;

        (3)   file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, or other pleading objecting to or otherwise seeking the disallowance of the claims of the holders of ABL Obligations or the holders of Subordinated Lien Obligations, as applicable, if any, in either case not inconsistent with the terms of the General Intercreditor Agreement;

        (4)   to the extent such holders acknowledge that such holders hold an unsecured claim, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Issuer or the Guarantors arising under any case or proceeding referred to in clause (1) above, except to the extent inconsistent with the terms of the General Intercreditor Agreement; or

        (5)   vote in favor of or against any plan of reorganization, compromise or arrangement, or file any proof of claim, make other filings and/or make any arguments and motions with respect to the ABL Obligations or the Subordinated Lien Obligations, as applicable, that in each case, are not inconsistent with the terms of the General Intercreditor Agreement.

No Duties of ABL Collateral Agent

        The General Intercreditor Agreement provides that neither the ABL Collateral Agent nor any holder of any ABL Obligations will have any duties or other obligations to any holder of Notes Priority Obligations or any holder of Subordinated Lien Obligations, if any, with respect to the ABL Priority Collateral, other than to transfer to the Collateral Trustee or Subordinated Collateral Trustee, as applicable, any proceeds of any such ABL Priority Collateral in which the Collateral Trustee or Subordinated Collateral Trustee, as applicable, continues to hold a security interest remaining after any sale, transfer or other disposition of such ABL Priority Collateral (in each case, unless the holders' Lien on all such ABL Priority Collateral is terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction), the payment and satisfaction in full in cash of such ABL Obligations and the termination of any commitment to extend credit that would constitute such ABL Obligations, or, if the ABL Collateral Agent is in possession of all or any part of such ABL Priority Collateral after such payment and satisfaction in full and termination, such ABL Priority Collateral or any part thereof remaining, in each case without representation or warranty on the part of, or recourse to, the ABL Collateral Agent or any holder of ABL Obligations. In addition, the General Intercreditor Agreement will further provide that, until the ABL Obligations shall have been paid and satisfied in full in cash and any commitment to extend credit that would constitute ABL

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Obligations secured thereby shall have been terminated, the ABL Collateral Agent will be entitled, for the benefit of the holders of such ABL Obligations, to sell, transfer or otherwise dispose of or deal with such ABL Priority Collateral without regard to any subordinated security interest therein or any rights to which any holder of Notes Priority Obligations or holder of Subordinated Lien Obligations, if any, would otherwise be entitled as a result of such subordinated security interest. Without limiting the foregoing, the Collateral Trustee will agree in the General Intercreditor Agreement and each holder of notes will agree by its acceptance of the notes that neither the ABL Collateral Agent nor any holder of any ABL Obligations secured by any ABL Priority Collateral will have any duty or obligation first to marshal or realize upon the ABL Priority Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the ABL Priority Collateral, in any manner that would maximize the return to the holders of Notes Priority Obligations, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the holders of Notes Priority Obligations from such realization, sale, disposition or liquidation. The General Intercreditor Agreement will have similar provisions regarding the duties owed to the ABL Collateral Agent and the holders of any ABL Obligations and the Subordinated Collateral Trustee and the holders of any Subordinated Lien Obligations, by the Collateral Trustee and the holders of Notes Priority Obligations with respect to the Notes Priority Collateral.

        The General Intercreditor Agreement additionally provides that the Collateral Trustee and the Subordinated Collateral Trustee will waive, and each holder of Notes Priority Obligations and each holder of Subordinated Lien Obligations, if any, will waive (including each holder of the notes by its acceptance thereof), any claim that may be had against the ABL Collateral Agent or any holder of any ABL Obligations arising out of (i) any actions which the ABL Collateral Agent or such holder of ABL Obligations take or omit to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the ABL Obligations from any account debtor, guarantor or any other party) in accordance with the documents governing any such ABL Obligations or any other agreement related thereto or to the collection of such ABL Obligations or the valuation, use, protection or release of any security for such ABL Obligations, (ii) any election by the ABL Collateral Agent or such holder of ABL Obligations, in any proceeding instituted under Title 11 of the United States Code of the application of Section 1111(b) of the Bankruptcy Code or (iii) any borrowing of, or grant of a security interest or administrative expense priority under Section 363 or Section 364 of the Bankruptcy Code to, the Issuer or any of its subsidiaries as debtor-in-possession. The ABL Collateral Agent and holders of ABL Obligations and the Subordinated Collateral Trustee and the holders of Subordinated Lien Obligations, if any, will agree to waive similar claims with respect to the actions of any of the holders of Notes Priority Obligations with respect to Notes Priority Collateral.

No Interference; Payment Over; Reinstatement

        Notwithstanding the foregoing, each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, will agree in the General Intercreditor Agreement that:

        (1)   it will not take, cause to be taken, or support any other Person in taking, any action the purpose or effect of which is, or could be, to make any Lien that the holders of Notes Priority Obligations or the holders of Subordinated Lien Obligations, if any, have on the ABL Priority Collateral pari passu with, or to give the holders of Notes Priority Obligations, or the holders of Subordinated Lien Obligations, if any, any preference or priority relative to any Lien that the holders of any ABL Obligations secured by any ABL Priority Collateral have with respect to such ABL Priority Collateral;

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        (2)   it will not contest, challenge or question, or support any other Person in contesting, challenging or questioning, in any proceeding the validity or enforceability of any senior security interest in the ABL Priority Collateral and the related ABL Obligations, the validity, attachment, perfection or priority of any lien held by the holders of any ABL Obligations secured by any ABL Priority Collateral, or the validity or enforceability of the priorities, rights or duties established by or other provisions of the General Intercreditor Agreement;

        (3)   it will not take or cause to be taken, or support any other Person in taking, any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the ABL Priority Collateral by the ABL Collateral Agent or the holders of any ABL Obligations secured by such ABL Priority Collateral;

        (4)   it will have no right to (A) direct the ABL Collateral Agent or any holder of any ABL Obligations to exercise any right, remedy or power with respect to any ABL Priority Collateral or (B) consent to the exercise by the ABL Collateral Agent or any holder of any ABL Obligations of any right, remedy or power with respect to such ABL Priority Collateral;

        (5)   it will not institute, or support any other Person in instituting, any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the ABL Collateral Agent or any holder of any ABL Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the ABL Collateral Agent nor any holders of any ABL Obligations will be liable for, any action taken or omitted to be taken by the ABL Collateral Agent or such lenders with respect to such ABL Priority Collateral;

        (6)   it will not seek, and will waive any right, to have any ABL Priority Collateral or any part thereof marshaled upon any foreclosure or other disposition of such ABL Priority Collateral; and

        (7)   it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the General Intercreditor Agreement.

        The ABL Collateral Agent and the Subordinated Collateral Trustee and the holders of ABL Obligations and the holders of Subordinated Lien Obligations, if any, will agree to similar limitations with respect to their rights in the Notes Priority Collateral and their ability to bring a suit against the Collateral Trustee or the holders of Notes Priority Obligations with respect to Notes Priority Collateral.

        Each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, will agree in the General Intercreditor Agreement, that if it obtains possession of the ABL Priority Collateral or realizes any proceeds or payment in respect of the ABL Priority Collateral, pursuant to any security document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or through any other exercise of remedies, at any time when any ABL Obligations secured or intended to be secured by such ABL Priority Collateral remain outstanding or any commitment to extend credit that would constitute ABL Obligations secured or intended to be secured by such ABL Priority Collateral remains in effect, then it will segregate and hold such ABL Priority Collateral, proceeds or payment in trust for the ABL Collateral Agent and the holders of any ABL Obligations and promptly transfer such ABL Priority Collateral, proceeds or payment, as the case may be, to the ABL Collateral Agent. Each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, will further agree that if, at any time, all or part of any payment with respect to any ABL Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay

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over to the ABL Collateral Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to the ABL Collateral Agent, and the provisions set forth in the General Intercreditor Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Obligations. The ABL Collateral Agent and the Subordinated Collateral Trustee and the holders of ABL Obligations and the holders of Subordinated Lien Obligations, if any, will be subject to similar limitations with respect to the Notes Priority Collateral and any proceeds or payments in respect of any Notes Priority Collateral.

Entry upon Premises by ABL Collateral Agent and Holders of ABL Obligations

        The General Intercreditor Agreement provides that if the ABL Collateral Agent takes any enforcement action with respect to the ABL Priority Collateral or the Collateral Trustee or Subordinated Collateral Trustee, as applicable, acquires an ownership or possessory interest in any of the Notes Priority Collateral pursuant to the exercise of its rights under the applicable security documents or under applicable law or the Collateral Trustee or Subordinated Collateral Trustee, as applicable, shall, through the exercise of remedies under the applicable security documents or otherwise, sell any of the Notes Priority Collateral to any third party (a "Third Party Purchaser") as permitted by the terms of the General Intercreditor Agreement, then, subject to the rights of any landlords under real estate leases and to the limitations and restrictions with respect to use of and entry upon the premises as set forth in the applicable collateral access agreements, the holders of Notes Priority Obligations and the holders of Subordinated Lien Obligations, if any, will (or, in the case of any such sale to a Third Party Purchaser, shall require as a condition of such sale to the Third Party Purchaser) (i) cooperate with the ABL Collateral Agent in its efforts to enforce its security interest in the ABL Priority Collateral and to finish any work-in-process and assemble the ABL Priority Collateral, (ii) not hinder or restrict in any respect the ABL Collateral Agent from enforcing its security interest in the ABL Priority Collateral or from finishing any work-in-process or assembling the ABL Priority Collateral, and (iii) permit the ABL Collateral Agent, its employees, agents, advisers and representatives, at the sole cost and expense of the Issuer and the Guarantors (or, failing payment thereof by the Issuer and the Guarantors, of the ABL Collateral Agent and the holders of ABL Obligations), to enter upon and use the Notes Priority Collateral (including (x) equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and (y) intellectual property), for a period not to exceed 180 days after the taking of such enforcement action, for purposes of (A) inspecting, removing or enforcing the ABL Collateral Agent's rights in the ABL Priority Collateral, (B) assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods of any ABL Priority Collateral consisting of work-in-process or raw materials, (C) selling any or all of the ABL Priority Collateral located on such Notes Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (D) removing any or all of the ABL Priority Collateral located on such Notes Priority Collateral, (E) using any of the Collateral under the control or possession of the Collateral Trustee or the Subordinated Collateral Trustee consisting of computers or other data processing equipment related to the storage or processing of records, documents or files pertaining to the ABL Priority Collateral and using any Collateral under such control or possession consisting of other equipment to handle or dispose of any ABL Priority Collateral or (F) taking reasonable actions to protect, secure, and otherwise enforce the rights of the ABL Collateral Agent and the holders of ABL Obligations in and to the ABL Priority Collateral; provided, however, that nothing contained in the General Intercreditor Agreement will restrict the rights of the Collateral Trustee or the Subordinated Collateral Trustee, as applicable, from selling, assigning or otherwise transferring any Notes Priority Collateral prior to the expiration of such 180-day period if the purchaser, assignee or transferee thereof agrees to be bound by the applicable provisions of the General Intercreditor Agreement. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of

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competent jurisdiction or is in effect due to an Insolvency or Liquidation Proceeding, such 180-day period shall be tolled during the pendency of any such stay or other order. If the ABL Collateral Agent conducts a public auction or private sale of the ABL Priority Collateral at any of the real property included within the Notes Priority Collateral, the ABL Collateral Agent shall provide the Collateral Trustee and the Subordinated Collateral Trustee, as applicable, with reasonable notice and use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt the Collateral Trustee's or the Subordinated Collateral Trustee's, as applicable, use of such real property.

        The General Intercreditor Agreement also provides that each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, irrevocably grants the ABL Collateral Agent a non-exclusive worldwide license to or right to use, to the extent permitted by law and any applicable contractual obligations binding on the Notes Priority Collateral, and solely to the extent the Collateral Trustee or the Subordinated Collateral Trustee has an ownership interest therein or other assignable right of use thereto, exercisable without payment of royalty or other compensation, any of the intellectual property now or hereafter owned by, licensed to, or otherwise used by the Issuer or its Subsidiaries in order for the ABL Collateral Agent and the holders of ABL Obligations to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any inventory included in the ABL Priority Collateral in connection with the liquidation, disposition, foreclosure or realization upon the inventory included in the ABL Priority Collateral in accordance with the terms of the ABL Documents. The Collateral Trustee and the Subordinated Collateral Trustee will agree that any of the intellectual property constituting Notes Priority Collateral that is sold, transferred or otherwise disposed of (whether pursuant to enforcement action or otherwise) will be subject to rights of the ABL Collateral Agent as described above.

        During the period of actual occupation, use or control by the ABL Collateral Agent or the holders of ABL Obligations or their agents or representatives of any Notes Priority Collateral, the ABL Collateral Agent and the holders of ABL Obligations will (i) be responsible for the ordinary course third-party expenses related thereto, including costs with respect to heat, light, electricity, water and real property taxes with respect to that portion of any premises so used or occupied, in each case to the extent not paid for by the Issuer or any of its Subsidiaries, and (ii) be obligated to repair at their expense any physical damage to such Notes Priority Collateral or other assets or property resulting from such occupancy, use or control, and to leave such Notes Priority Collateral or other assets or property in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted, in each case to the extent not paid for by the Issuer or any of its Subsidiaries. The ABL Collateral Agent and the holders of ABL Obligations shall agree to pay, indemnify and hold the Collateral Trustee and the Subordinated Collateral Trustee and the holders of Notes Priority Obligations and the holders of Subordinated Lien Obligations, if any, harmless from and against any third-party liability resulting from the gross negligence or willful misconduct of the ABL Collateral Agent, the holders of ABL Obligations or any of their agents, representatives or invitees (as determined by a court of competent jurisdiction in a final and non-appealable decision) in its or their operation of such facilities, in each case to the extent not paid for by the Issuer or any of its Subsidiaries. Notwithstanding the foregoing, in no event shall the ABL Collateral Agent or the holders of ABL Obligations have any liability to the holders of Notes Priority Obligations or the holders of Subordinated Lien Obligations, if any, pursuant to the General Intercreditor Agreement as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Notes Priority Collateral existing prior to the date of the exercise by the ABL Collateral Agent or the holders of ABL Obligations of their rights under the General Intercreditor Agreement and the ABL Collateral Agent and the holders of ABL Obligations will not have any duty or liability to maintain the Notes Priority Collateral in a condition or manner better than that in which it was maintained prior to the use

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thereof by them, or for any damage to or diminution in the value of the Notes Priority Collateral that results solely from removal of any ABL Priority Collateral from the premises or the ordinary wear and tear resulting from the use of the Notes Priority Collateral by such persons in the manner and for the time periods specified under the General Intercreditor Agreement.

Agreements with Respect to Bankruptcy or Insolvency Proceedings

        If the Issuer or any of the Guarantors becomes subject to a case under the Bankruptcy Code and, as debtor(s)-in-possession, moves for approval of DIP Financing to be provided by one or more lenders (the "DIP Lenders") under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, will agree in the General Intercreditor Agreement, that it will raise no objection to any such financing or to the Liens on the ABL Priority Collateral securing the same ("DIP Financing Liens") or to any use of cash collateral that constitutes ABL Priority Collateral, unless the ABL Collateral Agent or the holders of any ABL Obligations secured by such ABL Priority Collateral oppose or object to such DIP Financing or such DIP Financing Liens or use of such cash collateral (and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the Liens of such ABL Obligations in such ABL Priority Collateral, then each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, subordinate the Liens of the holders of Notes Priority Obligations and the holders of Subordinated Lien Obligations, if any, in such ABL Priority Collateral to the liens of the ABL Obligations in such ABL Priority Collateral and the DIP Financing Liens), so long as the holders of Notes Priority Obligations and the holders of Subordinated Lien Obligations, if any, retain Liens on all the Notes Priority Collateral to the extent permitted by applicable law, including proceeds thereof arising after the commencement of such proceeding, with the same priority relative to the Lien securing the ABL Obligations as existed prior to the commencement of the case under the Bankruptcy Code. The ABL Collateral Agent and the Subordinated Collateral Trustee, and the holders of ABL Obligations and the holders of Subordinated Lien Obligations, if any, will agree to similar provisions with respect to any DIP Financing on the Notes Priority Collateral; provided, that no Liens on any category of assets constituting ABL Priority Collateral arising post-petition are subject to a Lien as part of such DIP Financing on the Notes Priority Collateral.

        Subject to limited exceptions, the Collateral Trustee and the Subordinated Collateral Trustee agreed in the General Intercreditor Agreement (and each holder of notes will agree by its acceptance of the notes) that each will not object to or oppose a sale or other disposition of any ABL Priority Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the ABL Collateral Agent and the holders of ABL Obligations shall have consented to such sale or disposition of such ABL Priority Collateral. The ABL Collateral Agent and the Subordinated Collateral Trustee, and the holders of ABL Obligations and the holders of Subordinated Lien Obligations, if any, will agree to similar limitations with respect to their right to object to such a sale of Notes Priority Collateral.

        The General Intercreditor Agreement provides that each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, may seek adequate protection of its interest in the ABL Priority Collateral in the form of replacement Liens on post-petition collateral of the same type so long as the holders of the ABL Obligations have been

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granted such replacement Liens on such ABL Priority Collateral, and agrees that it shall not contest or support any other Person contesting any request for such Liens. Each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, may seek adequate protection of its junior Liens in ABL Priority Collateral, subject to the provisions of the General Intercreditor Agreement; provided, that if (A) the ABL Collateral Agent is granted adequate protection in the form of a replacement Lien on post-petition collateral of the same type as the ABL Priority Collateral, and (B) such adequate protection requested by the Collateral Trustee or the Subordinated Collateral Trustee, as applicable, is in the form of a replacement Lien on such post-petition collateral of the same type as the ABL Priority Collateral, such Lien, if granted, will be subordinated to the adequate protection Liens granted in favor of the ABL Collateral Agent on such post-petition collateral, and, if applicable, the Liens securing any DIP Financing (and all obligations relating thereto) secured by such ABL Priority Collateral and provided by the ABL Collateral Agent or one or more lenders under the ABL Credit Facility on the same basis as the Liens of the Collateral Trustee or the Subordinated Collateral Trustee, as applicable, on such ABL Priority Collateral are subordinated to the Liens of the ABL Collateral Agent on such ABL Priority Collateral under the General Intercreditor Agreement. In the event that the Collateral Trustee, for itself and on behalf of the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, as applicable, seeks or requests (or is otherwise granted) adequate protection of its Liens on the ABL Priority Collateral in the form of a replacement Lien on post-petition assets of the same type as such ABL Priority Collateral, then the Collateral Trustee, for itself and on behalf of the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, as applicable, agrees that the ABL Collateral Agent shall also be granted a replacement Liens on such post-petition assets as adequate protection of its Liens on the ABL Priority Collateral and that the Collateral Trustee's or the Subordinated Collateral Trustee's replacement Liens shall be subordinated to the replacement Liens of the ABL Collateral Agent. The ABL Collateral Agent and the Subordinated Collateral Trustee, and the holders of ABL Obligations and the holders of Subordinated Lien Obligations, if any, will agree to similar provisions with respect to any adequate protection in respect of the Notes Priority Collateral.

        Each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of the Subordinated Lien Obligations, if any, agrees that it shall not (i) seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of any ABL Priority Collateral without the prior written consent of the ABL Collateral Agent, or (ii) oppose any request by the ABL Collateral Agent or any holder of ABL Obligations to seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the ABL Priority Collateral. The ABL Collateral Agent and the Subordinated Collateral Trustee, and the holders of ABL Obligations and the holders of Subordinated Lien Obligations, if any, will agree to similar provisions in respect of the Notes Priority Collateral.

Insurance

        Unless and until written notice by the ABL Collateral Agent to the Collateral Trustee and the Subordinated Collateral Trustee that the ABL Obligations have been paid and discharged in full in cash and all commitments to extend credit under the ABL Credit Facility shall have been terminated, as between the ABL Collateral Agent, on the one hand, and the Collateral Trustee and the Subordinated

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Collateral Trustee, on the other hand, only the ABL Collateral Agent will have the right (subject to the rights of the grantors under the security documents related to the ABL Obligations, the security documents related to the Notes Priority Obligations and the security documents related to the Subordinated Lien Obligations, if any) to adjust or settle any insurance policy or claim covering or constituting ABL Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the ABL Priority Collateral. Unless and until written notice by the Collateral Trustee to the ABL Collateral Agent and the Subordinated Collateral Trustee, if any, that the Notes Priority Obligations have been paid and discharged in full in cash, as between the ABL Collateral Agent and the Subordinated Collateral Trustee, if any, on the one hand, and the Collateral Trustee, on the other hand, only the Collateral Trustee will have the right (subject to the rights of the grantors under the applicable security documents) to adjust or settle any insurance policy covering or constituting Notes Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding solely affecting the Notes Priority Collateral. To the extent that an insured loss covers or constitutes both ABL Priority Collateral and Notes Priority Collateral, then the ABL Collateral Agent and the Collateral Trustee will work jointly and in good faith to collect, adjust or settle (subject to the rights of the grantors under the applicable security documents) under the relevant insurance policy.

Refinancings of the ABL Obligations, the Notes Priority Obligations and the Subordinated Lien Obligations, if Any

        The ABL Obligations, the Notes Priority Obligations and the Subordinated Lien Obligations, if any, may be increased, refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under the applicable ABL Document, Notes Priority Document or Subordinated Lien Document) of the ABL Collateral Agent or any holder of ABL Obligations, the Collateral Trustee or any holder of Notes Priority Obligations, or the Subordinated Collateral Trustee or any holder of Subordinated Lien Obligations, if any, all without affecting the Lien priorities provided for in the General Intercreditor Agreement; provided, however, that the holders of any such refinancing, replacement or additional indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of the General Intercreditor Agreement pursuant to such documents or agreements (including amendments or supplements to the General Intercreditor Agreement) as the ABL Collateral Agent, the Collateral Trustee or the Subordinated Collateral Trustee, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the ABL Collateral Agent, Collateral Trustee or the Subordinated Collateral Trustee, as the case may be (and provided further, however, that such amendments, supplements, modifications and waivers are not adverse to the ABL Collateral Agent, the Trustee, the Collateral Trustee, the Subordinated Trustee or the Subordinated Collateral Trustee).

        In connection with any increase, refinancing or replacement contemplated by the foregoing paragraph, the General Intercreditor Agreement may be amended at the request and sole expense of the Issuer, and without the consent of either the ABL Collateral Agent, the Collateral Trustee or the Subordinated Collateral Trustee, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Notes Priority Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Notes Priority Collateral securing the indebtedness being refinanced or replaced and (c) to establish that the Liens on any ABL Priority Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any ABL Priority Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement.

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Use of Proceeds of ABL Priority Collateral

        After the satisfaction in full in cash of all obligations under any ABL Obligations and the termination of all commitments to extend credit that would constitute ABL Obligations, the Collateral Trustee and the Subordinated Collateral Trustee, as applicable, in accordance with and pursuant to the terms of the General Intercreditor Agreement, will distribute all cash proceeds (after payment of the costs of enforcement and collateral administration, including any amounts owed to the Collateral Trustee) of the ABL Priority Collateral received by it under the applicable security documents, for the ratable benefit of the holders of Notes Priority Obligations and the holders of Subordinated Lien Obligations, if any, as applicable.

        Subject to the terms of the applicable security documents, the Issuer and the Guarantors will have the right to remain in possession and retain exclusive control of the Collateral securing the Notes Priority Obligations and the Subordinated Lien Obligations, if any (other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and deposited with the Collateral Trustee, the Subordinated Collateral Trustee or the ABL Collateral Agent in accordance with the provisions of the applicable security documents and other than as set forth in the applicable security documents), to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

Release of ABL Collateral

        The General Intercreditor Agreement provides that, if in connection with any sale, lease, exchange, transfer or other disposition of any ABL Priority Collateral permitted under the terms of the ABL Documents and not expressly prohibited under the terms of the Notes Priority Documents or the Subordinated Lien Documents, if any (other than in connection with the exercise of the ABL Collateral Agent's remedies in respect of the ABL Priority Collateral), the ABL Collateral Agent, for itself or on behalf of any holder of ABL Obligations, releases any of its Liens on any part of the ABL Priority Collateral, or releases any Guarantor from its obligations under its guaranty (in each case other than in connection with the discharge of all ABL Obligations and after the occurrence and during the continuance of any "event of default" under a Notes Priority Document or Subordinated Lien Document, if any) then the Liens, if any, of each of the Collateral Trustee, for itself and on behalf of the Trustee and the holders of Notes Priority Obligations (and each holder of notes will agree by its acceptance of the notes), and the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Trustee and the holders of Subordinated Lien Obligations, if any, on such ABL Priority Collateral, and the obligations of such Guarantor under its guaranty of the ABL Obligations, shall be automatically, unconditionally and simultaneously released. The junior-priority Liens on the ABL Priority Collateral securing the Notes Priority Obligations and the Subordinated Lien Obligations, if any, respectively, shall also terminate and be released automatically to the extent the first-priority liens on the ABL Priority Collateral are released by the ABL Collateral Agent in connection with a sale, transfer or disposition of ABL Priority Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Priority Collateral by the ABL Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the ABL Obligations).

Amendments

        The Collateral Trustee and the Subordinated Collateral Trustee shall each have the right to agree to amend, supplement or otherwise modify the Intercreditor Agreements and any other security document to the extent that such amendment, supplement or other modification is not materially adverse to the interests of the holders of ABL Obligations, the holders of Notes Priority Obligations or the holders of Subordinated Lien Obligations, as applicable. Furthermore, the documents governing the ABL Obligations, the Notes Priority Obligations and the Subordinated Lien Obligations, if any, may be amended, supplemented or modified, and any provision thereof may be waived, in each case, in

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accordance with the terms of such documents and without notice to, or the consent of the ABL Collateral Agent or any holder of ABL Obligations, the Collateral Trustee or any holder of Notes Priority Obligations, or the Subordinated Collateral Trustee or any holder of Subordinated Lien Obligations, if any (in each case, except to the extent any such persons are party to the documents being so amended, supplemented, modified or waived), without affecting the Lien priorities provided for in the General Intercreditor Agreement.

Miscellaneous

        In the event of any inconsistency between the terms of the Collateral Trust and Notes Priority Intercreditor Agreement, on the one hand, and the General Intercreditor Agreement, on the other hand, the terms of the General Intercreditor Agreement shall control.

Subordinated Lien Debt

        The indenture will permit the Issuer and the Guarantors to incur Subordinated Lien Debt in the future. Subordinated Lien Debt will be permitted to be secured by the Collateral only if such Subordinated Lien Debt and the related junior-priority Liens are permitted to be incurred under the covenants described below under the captions "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and "—Certain Covenants—Liens." The Liens on the Collateral securing the Subordinated Lien Obligations will be junior to the Liens on the Collateral held by the Collateral Trustee securing the Notes Priority Obligations. All such Liens will be subject to Permitted Liens.

Notes Priority Debt

        The notes and all other Indebtedness permitted to be secured in accordance with the definition of Notes Priority Debt will be considered to be Notes Priority Debt for purposes of the Collateral Trust and Notes Priority Intercreditor Agreement referred to below. The provisions of the Collateral Trust and Notes Priority Intercreditor Agreement do not limit the amount of Notes Priority Debt that can be incurred and secured.

Collateral Trust and Notes Priority Intercreditor Agreement

        The statements under this section are summaries of the material terms and provisions of the Collateral Trust and Notes Priority Intercreditor Agreement. They do not purport to be complete and are qualified in their entirety by reference to all the provisions in the Collateral Trust and Notes Priority Intercreditor Agreement.

        Upon the incurrence of additional Notes Priority Debt in accordance with the terms of the indenture and the security documents, the Issuer, the Guarantors, the Trustee and the Collateral Trustee will enter into the Collateral Trust and Notes Priority Intercreditor Agreement to establish the terms of the relationship among each Series of Notes Priority Debt and between the holders of Notes Priority Obligations. Although the holders of the notes will not be party to the Collateral Trust and Notes Priority Intercreditor Agreement, by their acceptance of the notes they will agree to be bound thereby and the holders of the notes and other Notes Priority Obligations also specifically authorize the Collateral Trustee to enter into the Collateral Trust and Notes Priority Intercreditor Agreement on their behalf and to take all actions provided for under the terms of the Collateral Trust and Notes Priority Intercreditor Agreement and the holders of notes and other Notes Priority Obligations will be bound by such actions.

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Voting

        In connection with any matter under the Collateral Trust and Notes Priority Intercreditor Agreement requiring a vote of holders of Notes Priority Debt, each applicable Series of Notes Priority Debt eligible to vote will cast its votes in accordance with the Notes Priority Documents governing such Series of Notes Priority Debt. The amount of Notes Priority Debt to be voted by a Series of Notes Priority Debt will equal (1) the aggregate outstanding principal amount of Notes Priority Debt held by such Series of Notes Priority Debt (including outstanding letters of credit (unless fully cash collateralized in accordance with the terms of the relevant Notes Priority Documents, fully supported by a letter of credit satisfactory to the issuer of the letter of credit supported thereby or otherwise supported in a manner satisfactory to the respective issuers thereof) whether or not then available or drawn, but excluding obligations under the Hedge Agreements), plus (2) the Hedge Agreement Outstanding Amount, plus (3) other than in connection with an exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Indebtedness of such Series of Notes Priority Debt. Following and in accordance with the outcome of the applicable vote under its Notes Priority Documents, the Notes Priority Representative of each applicable Series of Notes Priority Debt will cast all of its votes as a block in respect of any vote under the Collateral Trust and Notes Priority Intercreditor Agreement. In making all determinations of votes under the Collateral Trust and Notes Priority Intercreditor Agreement, the Collateral Trustee will be entitled to rely upon the votes, and relative outstanding amounts, as determined and reported to it by the Directing Notes Priority Representative, and will have no duty to independently ascertain such votes or amounts.

Enforcement of Liens

        The Collateral Trust and Notes Priority Intercreditor Agreement provides that, if the Collateral Trustee at any time receives written notice from the Directing Notes Priority Representative that any Triggering Event has occurred entitling the Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens on the Collateral, the Collateral Trustee will promptly deliver written notice thereof to each Notes Priority Representative, unless such notice is not required by the governing indenture. Thereafter, the Collateral Trustee may await written direction by an Act of Required Notes Priority Debtholders and will act, or decline to act, as directed by an Act of Required Notes Priority Debtholders, in the exercise and enforcement of the Collateral Trustee's interests, rights, powers and remedies in respect of the Collateral or under the Notes Priority Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Notes Priority Debtholders. Subsequent to the Collateral Trustee delivering written notice to each Notes Priority Representative that any Triggering Event has occurred entitling the Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens on the Collateral, then, unless it has been directed to the contrary by an Act of Required Notes Priority Debtholders, the Collateral Trustee in any event may at the direction of the Directing Notes Priority Representative (but will not be obligated to) take all lawful and commercially reasonable actions permitted under the Notes Priority Documents to protect or preserve its interest in the Collateral subject thereto and the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Notes Priority Documents.

        Without limiting the rights of the Required Notes Priority Debtholders to act as provided above, at any time while a payment default has occurred and is continuing with respect to any Series of Notes Priority Debt following the final maturity thereof or the acceleration by the holders of such Series of Notes Priority Debt of the maturity of all then outstanding Notes Priority Obligations in respect thereof, and in either case after the passage of a period of 180 days (the "Non-controlling Notes Priority Secured Parties' Standstill Period") from the date of delivery of a notice of the same in writing (and requesting that enforcement action be taken with respect to the Collateral) to the Collateral Trustee

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and each other Notes Priority Representative and so long as the payment default has not been cured or waived (or the acceleration rescinded), the Majority Holders in respect of such Series of Notes Priority Debt may exercise their rights and remedies in respect of Collateral under the Notes Priority Documents; provided further, however, that, notwithstanding the foregoing, in no event shall any holder of such Series of Notes Priority Debt exercise or continue to exercise (or be permitted to direct the Collateral Trustee to exercise or continue to exercise) any such rights or remedies if, notwithstanding the expiration of the Non-controlling Notes Priority Secured Parties' Standstill Period, (i) the Collateral Trustee at the direction of the Directing Notes Priority Representative (whether or not directed by an Act of Required Notes Priority Debtholders) or the Required Notes Priority Debtholders have commenced and are diligently pursuing the exercise of rights and remedies with respect to any of the Collateral (prompt notice of such exercise to be given to the Notes Priority Representative of the holders of the relevant Series of Notes Priority Debt) or (ii) an Insolvency or Liquidation Proceeding in respect of the respective Grantor has been commenced and is continuing.

Release and Subordination of Liens on Collateral

        The Collateral Trust and Notes Priority Intercreditor Agreement provides that the Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee, except as provided in the following paragraph or:

        (1)   as directed by an Act of Required Notes Priority Debtholders accompanied by an officers' certificate to the effect that the release or subordination was permitted by each applicable Notes Priority Document;

        (2)   as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction; or

        (3)   in connection with any foreclosure or exercise of rights and remedies pursuant to the Collateral Trust and Notes Priority Intercreditor Agreement.

        The Collateral Trust and Notes Priority Intercreditor Agreement further provides that the Collateral Trustee's Liens on the Collateral will be released and terminate:

        (1)   in whole, upon the Discharge of Notes Priority Obligations;

        (2)   upon the written request of the Issuer and the applicable Grantor to the Collateral Trustee, as to any Collateral of a Grantor (other than the Issuer) that (x) is released as a guarantor under each Notes Priority Document and (y) is not obligated (as primary obligor or guarantor) with respect to any other Notes Priority Obligations at such time and so long as the respective release does not violate the terms of any Notes Priority Document which then remains in effect;

        (3)   as to any Collateral that is released, sold, transferred or otherwise disposed of by the Issuer or any other Grantor to a Person that is not (either before or after such release, sale, transfer or disposition) the Issuer or a Subsidiary thereof in a transaction or other circumstance that complies with the terms of the indenture (for so long as the indenture is in effect) and is not prohibited by any of the other Notes Priority Documents, at the time of such release, sale, transfer or other disposition and to the extent of the interest released, sold, transferred or otherwise disposed of;

        (4)   as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (1), (2) or (3) above) at any time prior to the Discharge of Notes Priority Obligations if written consent to the release of all first-priority Liens on such Collateral has been given by an Act of Required Notes Priority Debtholders; and

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        (5)   as to a release of all or substantially all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Notes Priority Debt at the time outstanding as provided for in the applicable Notes Priority Documents and (B) the Issuer has delivered an officer's certificate and an opinion of counsel to the Collateral Trustee certifying that any such necessary consents have been obtained.

        The indenture provides that the Liens on the Collateral shall be automatically released in connection with the foregoing events and, in addition, in connection with any of the following: (i) upon a Legal Defeasance or Covenant Defeasance of the notes as described under the caption "—Legal Defeasance and Covenant Defeasance"; and (ii) upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions described under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," with regard to Collateral owned by that Subsidiary and (iii) upon a satisfaction and discharge of the indenture.

        At any time that any Grantor desires that the Collateral Trustee take any action to acknowledge or give effect to any release of Collateral pursuant to the provisions described in the foregoing paragraph, the Issuer and the applicable Grantor shall deliver to the Collateral Trustee a certificate signed by an officer of the Issuer and such Grantor stating that the release of the applicable Collateral is permitted pursuant to the provisions described in the foregoing paragraph, as the case may be. In determining whether any release of Collateral is permitted, the Collateral Trustee is entitled to conclusively rely on any officer's certificate furnished by it pursuant to the immediately preceding sentence. All actions taken pursuant to the provisions described in the foregoing paragraph will be at the sole cost and expense of the Issuer and the applicable Grantor.

Amendment of Collateral Trust and Notes Priority Intercreditor Agreement and Security Documents

        The Collateral Trust and Notes Priority Intercreditor Agreement provides that no amendment or supplement to the provisions of any security document will be effective without the approval of the Collateral Trustee acting as directed by an Act of Required Notes Priority Debtholders except that:

        (1)   any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Notes Priority Debt that was otherwise permitted by the terms of the Notes Priority Documents to be secured by the Collateral or preserving, perfecting or establishing the Liens thereon or the rights of the Collateral Trustee therein will become effective when executed and delivered by the Issuer or any other applicable Grantor party thereto and the Collateral Trustee;

        (2)   no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Notes Priority Obligations:

        (i)    to vote its Notes Priority Debt as to any matter described as subject to an Act of Required Notes Priority Debtholders or a vote of the Required Notes Priority Debtholders (or amends the provisions of this clause (2) or the definition of "Act of Required Notes Priority Debtholders"),

        (ii)   to share in the order of application described under the caption "—Application of Proceeds" in the proceeds of enforcement of or realization on any Collateral, or

        (iii)  to require that Liens securing Notes Priority Obligations of such holder be released only as set forth in the provisions described under the caption "—Release and Subordination of Liens on Collateral,"

will become effective without the consent of the requisite percentage or number of holders of each Series of Notes Priority Debt so affected under the applicable Notes Priority Documents; and

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        (3)   no amendment or supplement that imposes any obligation upon the Collateral Trustee or any Notes Priority Representative or adversely affects the rights of the Collateral Trustee or any Notes Priority Representative, respectively, in its capacity as such will become effective without the consent of the Collateral Trustee or such Notes Priority Representative, respectively.

        Notwithstanding anything to the contrary under the caption "—Amendment of Collateral Trust and Notes Priority Intercreditor Agreement and Security Documents," but subject to clauses (2) and (3) above any mortgage or other security document that secures Notes Priority Obligations may be amended or supplemented with the approval of the Collateral Trustee acting as directed in writing by the Required Notes Priority Debtholders.

Application of Proceeds

        The Collateral Trust and Notes Priority Intercreditor Agreement provides that the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral and the proceeds of any casualty, condemnation or any title insurance policy required under any Notes Priority Document in the following order:

        FIRST, to the payment of all reasonable and documented fees, costs and expenses incurred by the Trustee and the Collateral Trustee in connection with such sale, collection or realization or otherwise in connection with the Collateral Trust and Notes Priority Intercreditor Agreement or any of the Notes Priority Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee and the Collateral Trustee under the Collateral Trust and Notes Priority Intercreditor Agreement on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy thereunder by the Trustee and the Collateral Trustee;

        SECOND, to each the Notes Priority Representative for each Series of Notes Priority Debt for application to the payment of all outstanding Notes Priority Debt and any other Notes Priority Obligations that are then due and payable in such order as may be provided in the applicable Notes Priority Documents in an amount sufficient to pay in full and discharge all outstanding Notes Priority Obligations that are then due and payable; and

        THIRD, any surplus then remaining will be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

        For purposes of the immediately preceding paragraphs, "proceeds" of Collateral will include any and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Trustee's Liens upon the Collateral (including distributions of Collateral in satisfaction of any Notes Priority Obligations).

        In connection with the application of proceeds set forth in the preceding paragraphs under the caption "—Application of Proceeds," except as otherwise directed by an Act of Required Notes Priority Debtholders, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

Mandatory Redemption

        The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.

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Optional Redemption

        At any time prior to April 1, 2013, but not more than once in any twelve-month period, the Issuer may redeem, in the aggregate, the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of notes issued under the indenture (together with any additional notes) at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest thereon to the applicable redemption date.

        At any time prior to April 1, 2013, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of notes issued under the indenture (together with any additional notes) at a redemption price of 109.500% of the principal amount thereof, plus accrued and unpaid interest thereon to the applicable redemption date, with all or a portion of the net cash proceeds of one or more Qualified Equity Offerings; provided that:

        (1)   at least 55% of the aggregate principal amount of notes issued under the indenture (including any additional notes) remains outstanding immediately after the occurrence of such redemption (excluding notes held by the Issuer and its Subsidiaries); and

        (2)   the redemption must occur within 90 days of the date of the closing of such Qualified Equity Offering.

        At any time prior to April 1, 2013, the Issuer may, on any one or more occasions, redeem all or a part of the notes, upon not less than 15 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus the Applicable Premium, and accrued and unpaid interest to, the date of redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

        Except pursuant to the three preceding paragraphs, the notes will not be redeemable at the Issuer's option prior to April 1, 2013.

        On or after April 1, 2013, the Issuer may redeem all or a part of the notes upon not less than 15 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2013		107.125	%
2014		104.750	%
2015 and thereafter		100.000	%

        If less than all of the notes are to be redeemed at any time, the Trustee will select notes for redemption on a pro rata basis (or, in the case of notes issued in global form as discussed under "Book Entry; Delivery and Form," based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depositary requirements.

        No notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be sent electronically or mailed by first class mail or as otherwise provided in accordance with the procedures of DTC at least 15 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may be given prior to the

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completion thereof, and any redemption or notice may, at the Issuer's discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the Qualified Equity Offering.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, unless the Issuer defaults in the payment of the redemption price, interest ceases to accrue on notes or portions of them called for redemption.

        The Issuer or its Affiliates may acquire notes by means other than a redemption from time to time, including through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise so long as the acquisition does not otherwise violate the terms of the indenture, upon such terms and at such prices as the Issuer or its Affiliates may determine, which may be more or less than the consideration for which the notes offered hereby are being sold and could be for cash or other consideration.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest thereon to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), the Issuer will send a notice to each holder electronically or by first class mail at its registered address or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date (as defined in the indenture) specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Issuer will, to the extent lawful:

        (1)   accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the paying agent an amount equal to the Change of Control Payment (as defined in the indenture) in respect of all notes or portions thereof properly tendered; and

        (3)   deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers' Certificate of the Issuer stating the aggregate principal amount of notes or portions thereof being purchased by the Issuer.

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        The paying agent will promptly mail or wire transfer to each holder of notes properly tendered and so accepted the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.

        The provisions described above that require the Issuer to make a Change of Control Offer in connection with a Change of Control will be applicable regardless of whether any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of the Issuer and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Issuer and the initial purchasers.

        The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes properly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given for all of the notes pursuant to the indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, subject to one or more conditions precedent, including but not limited to the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

        The ABL Credit Facility provides that certain change of control events will constitute a default under the ABL Credit Facility. Credit agreements that the Issuer enters into in the future may contain similar provisions. Such defaults could result in amounts outstanding under the ABL Credit Facility and such other agreements being declared immediately due and payable or lending commitments being terminated. In addition, the ABL Credit Facility does not permit the Issuer to repurchase the notes in connection with a Change of Control or otherwise. Accordingly, if a Change of Control occurs, the Issuer could not make the offer required by the indenture without amending or refinancing the ABL Credit Facility or any future credit facility. We cannot assure you that the Issuer will be able to amend or refinance the ABL Credit Facility or any future credit facility on acceptable terms, or at all. Additionally, the Issuer's ability to pay cash to holders of notes following the occurrence of a Change of Control may be limited by its then existing financial resources; sufficient funds may not be available to the Issuer when necessary to make any required repurchases of notes. See "Risk Factors—Risks Related to the Exchange Notes and Our Indebtedness—We may not have the ability to raise the funds necessary to finance the change of control offer or the asset sale offer required by the indenture governing the exchange notes."

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Issuer and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase such notes as a

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result of a sale, transfer, conveyance or other disposition of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        A Change of Control would be triggered at such time as a majority of the members of the Board of Directors of the Issuer or Parent are not Continuing Directors (defined as directors serving on the date of the indenture, or directors who were nominated for election by directors or elected to the Board of Directors with the approval of a majority of the directors who were serving at the time of such nomination or election, as the case may be). You should note, however, that recent case law suggests that, in the event that incumbent directors are replaced as a result of a contested election, the Issuer may nevertheless avoid triggering a Change of Control under a clause similar to the provision described in the prior sentence if the outgoing directors were to approve the new directors for the purpose of such Change of Control clause.

Asset Sales

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   other than in the case of an Event of Loss, the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

        (2)   with respect to Asset Sales involving aggregate consideration in excess of $25.0 million, such fair market value is determined in good faith by the Board of Directors of the Issuer or Parent; and

        (3)   other than in the case of an Event of Loss or a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents or a combination thereof; provided that, for purposes of this provision, each of the following shall be deemed to be cash:

        (a)   any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet or in the footnotes thereto, or as would be shown on such balance sheet or footnotes if such liability was incurred subsequent to the date of such balance sheet) of the Issuer or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms contractually subordinated in right of payment to the notes or any Note Guarantee, liabilities to the extent owed to the Issuer or any Restricted Subsidiary of the Issuer and liabilities incurred in contemplation of such Asset Sale) that are assumed by the transferee of any such assets or Equity Interests pursuant to an agreement that releases the Issuer or such Restricted Subsidiary, as the case may be, from further liability, or that are assumed or released as a matter of law;

        (b)   any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary, as the case may be, from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days (to the extent of the cash or Cash Equivalents received in that conversion); and

        (c)   any Designated Non-Cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at the time outstanding, not to exceed the greater of (x) $50.0 million and (y) 7.5% of the Issuer's Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

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        Within 365 days after the receipt of any Net Proceeds from an Asset Sale other than (1) a sale of Collateral or (2) a Sale of a Subsidiary Guarantor, the Issuer or such Restricted Subsidiary may apply such Net Proceeds at its option and to the extent it so elects:

        (1)   to make one or more Asset Sale Offers to all holders of notes and all Holders of other Notes Priority Debt on a pro rata basis based on the principal amount of notes and such other Notes Priority Debt outstanding;

        (2)   if such Asset Sale is by a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness and other obligations of a Restricted Subsidiary that is not a Guarantor other than Indebtedness owed to the Issuer or a Guarantor;

        (3)   to repay any Indebtedness (including the notes) of the Issuer or any Subsidiary Guarantor (other than any Disqualified Stock or any Indebtedness that is contractually subordinated in right of payment to the notes), other than Indebtedness owed to Parent, the Issuer or a Restricted Subsidiary of the Issuer; provided that the Issuer shall equally and ratably redeem or repurchase the notes as described under the caption "—Optional Redemption," or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase the notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid;

        (4)   to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Issuer;

        (5)   to make an Investment in Replacement Assets or make a capital expenditure in or that is used or useful in a Permitted Business; or

        (6)   any combination of the foregoing;

provided that the Issuer will be deemed to have complied with the provisions described in clauses (4) and (5) of this paragraph if and to the extent that, within 365 days after the Asset Sale that generated the Net Proceeds, the Issuer or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Permitted Business, make an Investment in Replacement Assets or make a capital expenditure in compliance with the provision described in clauses (4) and (5) of this paragraph, and that acquisition, purchase, Investment or capital expenditure is thereafter completed within 180 days after the end of such 365-day period. Pending the final application of any such Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the indenture.

        Within 365 days after the receipt of any Net Proceeds from an Asset Sale that constitutes (1) a sale of Collateral or (2) a Sale of a Subsidiary Guarantor, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply an amount equal to such Net Proceeds:

        (1)   (a) to make one or more Asset Sale Offers to all holders of notes and all Holders of other Notes Priority Debt on a pro rata basis based on the principal amount of notes and such other Notes Priority Debt outstanding or (b) with respect to Net Proceeds derived from any ABL Priority Collateral, to repay, repurchase or redeem any ABL Obligations; provided that any such Net Proceeds shall be applied in accordance with the General Intercreditor Agreement;

        (2)   to make an Investment in other assets or property that would constitute Collateral;

        (3)   to make an Investment in Capital Stock of another Permitted Business if, after giving effect to such Investment, the Permitted Business becomes a Subsidiary Guarantor or is merged into or consolidated with the Issuer or any Subsidiary Guarantor;

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        (4)   to make an Investment in Replacement Assets or to make a capital expenditure with respect to assets, in each case, that constitute Collateral;

        (5)   to repay, repurchase or redeem Notes Priority Obligations; provided that the Issuer shall equally and ratably redeem or repurchase the notes as described under the caption "—Optional Redemption" or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase the notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid; or

        (6)   any combination of the foregoing;

provided that the Issuer will be deemed to have complied with the provision described in clauses (2), (3) and (4) of this paragraph if, and to the extent that, within 365 days after the Asset Sale that generated the Net Proceeds, the Issuer or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to make an Investment in assets or property that would constitute Collateral or make an Investment in Capital Stock of another Permitted Business or to make an Investment in Replacement Assets or to make a capital expenditure with respect to assets that constitute Collateral in compliance with the provisions described in clauses (2), (3) and (4) of this paragraph, and that purchase, Investment or capital expenditure is thereafter completed within 180 days after the end of such 365-day period.

        Any Net Proceeds from Asset Sales that are not applied or invested as described in the two preceding paragraphs will constitute "Excess Proceeds." Within 10 business days after the aggregate amount of Excess Proceeds exceeds $25 million, the Issuer will make an Asset Sale Offer to all holders of notes and all holders of other Notes Priority Debt containing provisions similar to those set forth in the indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of notes and such other Notes Priority Debt that may be purchased out of the Excess Proceeds. The offer price for the notes and any other Notes Priority Debt in any Asset Sale Offer will be equal to 100% of the principal amount of the notes and such other Notes Priority Debt purchased, plus accrued and unpaid interest on the notes and any other Notes Priority Debt to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and such other Notes Priority Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the notes and such other Notes Priority Debt shall be purchased on a pro rata basis based on the principal amount of notes and such other Notes Priority Debt tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Issuer may satisfy the foregoing obligation with respect to any Net Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 365-day period (as such period may be extended in accordance with the indenture) or with respect to Excess Proceeds of $25 million or less.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

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Certain Covenants

Effectiveness of Certain Covenants

        If on any date following the date of the indenture:

        (1)   the notes are rated Baa3 or better by Moody's and BBB- or better by S&P (or, if either such entity ceases to rate the notes for reasons outside of the control of the Issuer, the equivalent investment grade credit rating from any other "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer as a replacement agency); and

        (2)   no Default or Event of Default shall have occurred and be continuing,

then, beginning on that day and subject to the provisions of the following paragraph, the covenants specifically listed under the following captions in this offering memorandum will be suspended:

        (1)   "—Repurchase at the Option of Holders—Asset Sales";

        (2)   "—Certain Covenants—Restricted Payments";

        (3)   "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (4)   "—Certain Covenants—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries";

        (5)   clause (3) of "—Certain Covenants—Merger, Consolidation or Sale of Assets";

        (6)   "—Certain Covenants—Transactions with Affiliates"; and

        (7)   "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries."

        During any period that the foregoing covenants have been suspended, the Issuer's or Parent's Board of Directors may not designate any of the Issuer's Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant described below under the caption "—Designation of Restricted and Unrestricted Subsidiaries."

        Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the foregoing covenants will be reinstituted as of and from the date of such rating decline. Calculations under the reinstated "Restricted Payments" covenant will be made as if the "Restricted Payments" covenant had been in effect since the date of the indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Additionally, upon the reinstatement of the "Asset Sale" covenant, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. All Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, while the foregoing covenants were suspended will be classified to have been incurred or issued pursuant to clause (4) of the second paragraph of "—Incurrence of Indebtedness and Issuance of Preferred Stock."

Restricted Payments

        (A)  The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any other payment or distribution on account of the Issuer's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends, payments or

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distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Issuer or to the Issuer or a Restricted Subsidiary of the Issuer or (b) payable by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

        (2)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer held by Persons other than the Issuer or any Restricted Subsidiary of the Issuer;

        (3)   make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any, Subordinated Lien Debt or any Indebtedness of the Issuer or any Subsidiary Guarantor that is unsecured or contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Issuer and any of the Guarantors), except payments of (x) interest, (y) principal at the Stated Maturity thereof (or the satisfaction of a sinking fund obligation) or (z) principal and accrued interest, due within one year of the date of such payment, purchase, redemption, defeasance, acquisition or retirement; or

        (4)   make any Restricted Investment

(all such restricted payments and other restricted actions set forth in clauses (1) through (4) above (other than any exceptions thereto) being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

        (1)   no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

        (2)   the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; and

        (3)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the date of the indenture permitted by the provisions described in clauses (1), (6), (7), (8), (9), (11), (12)(c), (d) and (e) (in the case of these subsections of clause (12), to the extent it qualifies as selling, general and administrative expense of Parent on a standalone basis), (13) and (14) of the next succeeding paragraph (B), is less than the sum, without duplication, of:

        (a)   50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the first fiscal quarter after the date of the indenture to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

        (b)   100% of the aggregate net cash proceeds and the fair market value of assets received by the Issuer since the date of the indenture as a contribution to its equity capital or from the issue or sale of Equity Interests of the Issuer or from the issue or sale of Equity Interests of any direct or indirect parent of the Issuer to the extent such net cash proceeds are actually contributed to the Issuer as equity (other than Excluded Contributions, Refunding Capital Stock, Disqualified Stock and Designated Preferred Stock) or from the issue or sale of

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convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Issuer), plus

        (c)   the net cash proceeds and the fair market value of assets received by the Issuer or any Restricted Subsidiary of the Issuer from (i) the disposition, sale, liquidation, retirement or redemption of all or any portion of any Restricted Investment made after the date of the indenture, net of disposition costs and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, and (ii) the sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of an Unrestricted Subsidiary, plus

        (d)   without duplication, (i) to the extent that any Unrestricted Subsidiary of the Issuer that was designated as such after the date of the indenture is redesignated as a Restricted Subsidiary, the fair market value of the Issuer's direct or indirect Investment in such Subsidiary as of the date of such redesignation, plus (ii) an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of the principal of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Issuer to the Issuer or any Restricted Subsidiary of the Issuer after the date of the indenture, except, in each case, to the extent that any such Investment or net reduction in Investment is included in the calculation of Consolidated Net Income or were used to reduce Permitted Investments, plus

        (e)   without duplication, in the event the Issuer or any Restricted Subsidiary of the Issuer makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of the Issuer, an amount equal to the fair market value of the existing Investment in such Person made after the date of the indenture that was previously treated as a Restricted Payment.

        (B)  The preceding provisions will not prohibit:

        (1)   the payment of any dividend or distribution or the consummation of any redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, as the case may be, if at said date of declaration or notice such payment would have complied with the provisions of the indenture;

        (2)   (a) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer (other than any Disqualified Stock or any Equity Interests sold to a Restricted Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer) or from substantially concurrent contributions to the equity capital of the Issuer (collectively, including any such contributions, "Refunding Capital Stock"); and

        (b)   the declaration and payment of accrued dividends on any Equity Interests redeemed, repurchased, retired, defeased or acquired out of the proceeds of the sale of Refunding Capital Stock within 45 days of such sale;

provided that the amount of any such proceeds or contributions that are utilized for any Restricted Payment pursuant to this clause (2) shall be excluded from the amount described in clause (3)(b) of the preceding paragraph (A) and clause (4) of this paragraph (B) and shall not constitute an Excluded Contribution;

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        (3)   the payment, repayment, defeasance, redemption, repurchase, retirement or other acquisition of (a) Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee or (b) any Subordinated Lien Debt or (c) any Indebtedness of the Issuer or any Guarantor that is unsecured or (d) Disqualified Stock of the Issuer or any Restricted Subsidiary thereof, in each such case of (a) through (d) in exchange for, or out of the net cash proceeds from, an incurrence of Permitted Refinancing Indebtedness;

        (4)   Restricted Investments acquired (a) from the proceeds of a capital contribution to, or out of the net cash proceeds of substantially concurrent contributions to, the equity capital of the Issuer or (b) from the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer) of, or in exchange for, Equity Interests of the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer (so long as such proceeds are contributed to the Issuer); provided, that for the purposes hereof, the amount of any such net cash proceeds that are utilized for any such acquisition and the fair market value of any assets so acquired or exchanged shall be excluded from the amount described in clause (3)(b) of the preceding paragraph (A) and clause (2) of this paragraph (B) and shall not constitute an Excluded Contribution;

        (5)   the repurchase of Equity Interests deemed to occur (i) upon the exercise of options or warrants if such Equity Interests represent all or a portion of the exercise price thereof and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

        (6)   the payment of dividends on the Issuer's common stock (or the payment of dividends to Parent or any other direct or indirect parent of the Issuer to fund the payment of dividends on its common stock) following any public offering of common stock of the Issuer or Parent or any other direct or indirect parent of the Issuer, in an aggregate amount of up to 6.0% per annum of the net proceeds received by the Issuer (or by Parent or any other direct or indirect parent of the Issuer and contributed to the Issuer) from such public offering; provided, however, that the aggregate amount of all such dividends pursuant to this clause (6) since the date of the indenture shall not exceed the aggregate amount of net proceeds received by the Issuer (or by a direct or indirect parent of the Issuer and contributed to the Issuer) from such public offering;

        (7)   the purchase, redemption, retirement or other acquisition for value of any Equity Interests of the Issuer, Parent or any other direct or indirect parent of the Issuer held by any current, future or former director, officer, consultant or employee of the Issuer, Parent or any other direct or indirect parent of the Issuer or any Restricted Subsidiary of the Issuer, or their estates or the beneficiaries of such estates (including the payment of dividends and distributions to Parent or any other direct or indirect parent of the Issuer to enable Parent or such other parent to repurchase Equity Interests owned by its directors, officers, consultants and employees), in an amount not to exceed $5.0 million in any calendar year; provided that the Issuer may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of purchases, redemptions, acquisitions or retirements for value (and dividends and distributions) permitted to have been but not made in any preceding calendar year up to a maximum of $10.0 million in any calendar year, provided, further, that such amounts will be increased by (a) the cash proceeds from the sale after the date of the indenture of Equity Interests of the Issuer or, to the extent contributed to the Issuer, Equity Interests of Parent or any other direct or indirect parent of the Issuer, in each case to directors, officers, consultants or employees of Parent, the Issuer or any other direct or indirect parent of the Issuer or any Restricted Subsidiary of the Issuer after the date of the indenture, plus (b) the cash proceeds of key man life insurance policies received by the Issuer, its Restricted Subsidiaries, Parent or any other direct or indirect parent of the Issuer and contributed to the Issuer after the date of the indenture, in the

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case of each of clauses (a) and (b), to the extent such net cash proceeds are not otherwise applied to make or otherwise increase the amounts available for Restricted Payments pursuant to clause (3)(b) of the preceding paragraph (A) or clauses (2), (4) or (16) of this paragraph (B);

        (8)   upon the occurrence of a Change of Control (or similarly defined term in other Indebtedness) and within 90 days after completion of the offer to repurchase notes and other Notes Priority Obligations pursuant to the covenant described above under the caption "—Repurchase at the Option of Holders—Change of Control" (including the purchase of all notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Lien Debt or any Indebtedness of the Issuer or any Guarantor that is unsecured or contractually subordinated to the notes or to any Note Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control (or similarly defined term in other Indebtedness), at a purchase price not greater than 101% of the outstanding principal amount or liquidation preference thereof (plus accrued and unpaid interest and liquidated damages, if any);

        (9)   within 90 days after completion of any offer to repurchase notes or other Notes Priority Obligations pursuant to the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales" (including the purchase of all notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Lien Debt or any Indebtedness of the Issuer or any Guarantor that is unsecured or contractually subordinated to the notes or to any Note Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Sale (or similarly defined term in such other Indebtedness), at a purchase price not greater than 100% of the outstanding principal amount or liquidation preference thereof (plus accrued and unpaid interest and liquidated damages, if any);

        (10) payments or distributions, in the nature of satisfaction of dissenters' rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the indenture applicable to mergers, consolidations and transfers of all or substantially all the property and assets of the Issuer;

        (11) the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of the Issuer or Parent or any direct or indirect parent of the Issuer (and payments of dividends to Parent or any direct or indirect parent of the Issuer for such purposes);

        (12) the declaration and payment of dividends or distributions by the Issuer or any Restricted Subsidiary to, or the making of loans to, Parent or any other direct or indirect parent of the Issuer in amounts sufficient for Parent or any other direct or indirect parent of the Issuer to pay, in each case without duplication:

        (a)   franchise and excise taxes and other fees, taxes and expenses, in each case, to the extent required to maintain their corporate existence, and any taxes required to be withheld and paid by Parent or any other direct or indirect parent of the Issuer;

        (b)   with respect to any taxable period during which the Issuer or any of its Subsidiaries is a member of a consolidated, unitary, combined or similar income tax group in which Parent (or the direct or indirect parent of Parent) is the common parent, the portion of its consolidated, unitary, combined or similar U.S. federal, state, local and/or non-U.S. income taxes (as applicable) of such income tax group attributable to the income of the Issuer and any of its Subsidiaries, in an amount not to exceed the income tax liabilities that would have been payable by the Issuer and/or its Subsidiaries (as applicable) on a stand-alone basis (or as a stand-alone group), reduced, in each case, by any such income taxes paid or to be paid

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directly by the Issuer or its Subsidiaries; provided that the amount of any such payments attributable to any income of an Unrestricted Subsidiary shall be limited to the cash distributions made by such Unrestricted Subsidiary to the Issuer or its Restricted Subsidiaries for such purpose;

        (c)   (1) customary salary, bonus and other benefits payable to officers and employees of Parent or any other direct or indirect parent of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries and (2) any reasonable and customary indemnification claims made by directors or officers of the Issuer, Parent or any other direct or indirect parent of the Issuer;

        (d)   general corporate administrative, operating and overhead costs and expenses of Parent or any other direct or indirect parent of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

        (e)   fees and expenses related to any equity or debt offering or acquisition by Parent or such other parent entity (whether or not successful);

        (13) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries and preferred stock of any Restricted Subsidiary issued or incurred in accordance with the covenant described under "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" to the extent such dividends are included in the definition of "Fixed Charges";

        (14) the declaration and payment of dividends or distributions:

        (a)   to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of the Issuer issued after the date of the indenture;

        (b)   to Parent or any other direct or indirect parent of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of Parent or any other direct or indirect parent of the Issuer issued after the date of the indenture; provided, however, that the aggregate amount of dividends declared and paid pursuant to this clause (14)(b) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock; and

        (c)   on Refunding Capital Stock that is preferred stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (14), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is preferred stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

        (15) other Restricted Payments in an amount which, taken together with all other Restricted Payments made pursuant to this clause (15), do not exceed $25.0 million;

        (16) the Refinancing Transaction; and

        (17) Restricted Payments in an aggregate amount not to exceed the amount of all Excluded Contributions;

provided that, in the case of clauses (4) and (6) through (9) above, no Default or Event of Default has occurred and is continuing or would occur as a consequence thereof.

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        The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. In determining whether any Restricted Payment is permitted by the covenant described under the caption "—Restricted Payments," the Issuer and its Restricted Subsidiaries may allocate all or any portion of such Restricted Payment among the categories described in clauses (1) through (17) of the immediately preceding paragraph or among such categories and the types of Restricted Payments described in the first paragraph under "—Restricted Payments" (including categorization in whole or in part as a Permitted Investment); provided that, at the time of such allocation, each Restricted Payment, or allocated portions thereof, would be permitted under the various provisions of the covenant described under the caption "—Restricted Payments" into which such particular Restricted Payment is allocated; and provided further that the Issuer and its Restricted Subsidiaries may reclassify all or a portion of such Restricted Payment or Permitted Investment in any manner that complies with this covenant, and following such reclassification such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only the clause or clauses of this covenant to which such Restricted Payment or Permitted Investment has been reclassified. The cancellation of Indebtedness owing to the Issuer from members of management, directors or consultants of the Issuer, any of its direct or indirect parents, Parent or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parents or Parent will not be deemed to constitute a Restricted Payment for purposes of the indenture.

Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt) or issue any shares of Disqualified Stock, and the Issuer will not permit any of its Restricted Subsidiaries to issue any preferred stock (other than in each case Disqualified Stock or preferred stock of Restricted Subsidiaries held by the Issuer or a Restricted Subsidiary, so long as so held); provided, however, that (i) the Issuer or any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) and issue Disqualified Stock and (ii) any Subsidiary Guarantor may issue preferred stock, if the Fixed Charge Coverage Ratio for the Issuer's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred, at the beginning of such four-quarter period.

        The covenant described by the first paragraph under the caption "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" will not prohibit the incurrence or issuance of any of the following (collectively, "Permitted Debt"):

        (1)   Indebtedness incurred by the Issuer or any Subsidiary Guarantor (as borrower, co-borrower, guarantor, obligor, co-obligor or otherwise) under one or more Credit Facilities (including the ABL Credit Facility) in an aggregate principal amount at any one time outstanding under the provision described in this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed an amount equal to the greater of (A) $70.0 million and (B) the Borrowing Base as of the date of such incurrence;

        (2)   Indebtedness incurred by the Issuer and the Subsidiary Guarantors represented by the notes and the Note Guarantees issued on the date of the indenture, plus any exchange notes and exchange guarantees issued in exchange thereof pursuant to the Registration Rights Agreement (for the sake of clarity, this clause (2) shall not permit additional notes, but shall permit exchange

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notes and related exchange guarantees to be issued pursuant to a registration rights agreement in exchange for additional notes otherwise permitted to be incurred hereunder);

        (3)   the Senior Unsecured Loan incurred by the Issuer and the Subsidiary Guarantors on the date of the indenture in an aggregate principal amount of $125.0 million;

        (4)   Indebtedness of the Issuer and the Subsidiary Guarantors existing on the Issue Date (other than Indebtedness described in clauses (1), (2) and (3);

        (5)   Indebtedness of the Issuer or any of its Restricted Subsidiaries (including without limitation Capital Lease Obligations, mortgage financings or purchase money obligations), Disqualified Stock issued by the Issuer or any Restricted Subsidiary and preferred stock issued by any Restricted Subsidiary, in each case incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets used in the business of the Issuer or such Restricted Subsidiary or in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets (but no other material assets)), in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision described in this clause (5), not to exceed as of any date of incurrence the greater of (a) 3.75% of the Issuer's Consolidated Total Assets and (b) $25.0 million;

        (6)   Permitted Refinancing Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred or Disqualified Stock or Preferred Stock permitted to be issued under the provisions described in the first paragraph of this covenant or clause (2), (3), (4), (6), (9), (10) or (19) of this paragraph;

        (7)   intercompany Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries and owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that:

        (a)   if the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is a Person other than the Issuer or a Subsidiary Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and

        (b)   (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by the provision described in this clause (7);

        (8)   (a) the Guarantee by the Issuer or any of the Subsidiary Guarantors of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this covenant, (b) the Guarantee by any Foreign Subsidiary, New US LLC 1 or New US LLC 2 of Indebtedness of another Foreign Subsidiary of the Issuer or New US LLC 1 or New US LLC 2 that was permitted to be incurred by another provision of this covenant, (c) any Guarantee by a Restricted Subsidiary of the Issuer of Indebtedness of the Issuer (so long as such Restricted Subsidiary also guarantees the Notes if required pursuant to the covenant under the caption "—Guarantees") or (d) any Guarantee by a Subsidiary Guarantor of any Indebtedness of any Subsidiary Guarantor;

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        (9)   (x) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any of its Subsidiary Guarantors incurred to finance an acquisition or (y) Acquired Debt; provided that, in either case, after giving effect to the transactions that result in the incurrence or issuance thereof, on a pro forma basis, (i) either (a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (b) the Fixed Charge Coverage Ratio for the Issuer would be greater than immediately prior to such transactions;

        (10) preferred stock of a Restricted Subsidiary of the Issuer issued to the Issuer or another Restricted Subsidiary of the Issuer; provided that (a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (b) any sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary thereof will be deemed, in each case, to constitute an issuance of such preferred stock that was not permitted by the provision described in this clause (10);

        (11) ABL Debt of the Issuer or any Subsidiary Guarantor under the following: (a) ABL Hedge Agreements that are incurred in the ordinary course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, (b) ABL Bank Products in the ordinary course of business and (c) ABL Cash Management Agreements in the ordinary course of business;

        (12) additional Indebtedness of the Issuer or any of its Restricted Subsidiaries incurred in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision described in this clause (12), not to exceed as of any date of incurrence the greater of (x) 5.0% of the Issuer's Consolidated Total Assets and (y) $35.0 million;

        (13) Indebtedness incurred by the Issuer or any Restricted Subsidiary of the Issuer to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the notes;

        (14) Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business;

        (15) Indebtedness in respect of any bankers' acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business;

        (16) Guarantees (a) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (b) otherwise constituting Investments permitted under the indenture;

        (17) Indebtedness of Foreign Subsidiaries, New US LLC 1 and New US LLC 2 incurred in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision described in this clause (17), not to exceed as of any date of incurrence $25.0 million;

        (18) Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to any current, future or former director, officer, consultant or employee of the Issuer, the direct or indirect parent of the Issuer or any Restricted Subsidiary of the Issuer (or any of their Affiliates), or their estates or the beneficiaries of such estates to finance the purchase, redemption, acquisition or

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retirement for value of Equity Interests permitted by clause (2) of the second paragraph of the covenant described under the caption "—Restricted Payments," in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision described in this clause (18), not to exceed $2.5 million as of any date of incurrence;

        (19) Contribution Indebtedness;

        (20) (a) Indebtedness incurred in connection with any permitted Sale and Leaseback Transaction and any refinancing, refunding, renewal or extension of any such Indebtedness, provided that, except to the extent otherwise permitted hereunder, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and the direct and contingent obligors with respect to such Indebtedness are not changed; provided further that the Attributable Debt with respect to all Sale and Leaseback Transactions and any refinancing, refunding, renewal or extension in respect thereof shall not exceed as of any date of incurrence $40.0 million in the aggregate;

        (b)   Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the ordinary course of business;

        (c)   Indebtedness representing deferred compensation to employees of the Issuer (or any direct or indirect parent of the Issuer) and its Restricted Subsidiaries incurred in the ordinary course of business; and

        (21) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts.

        For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred or issued pursuant to the first paragraph of this covenant, the Issuer, in its sole discretion, will be permitted to divide and classify at the time of its incurrence or issuance, and may from time to time divide or reclassify, all or a portion of such item of Indebtedness or Disqualified Stock or preferred stock such that it will be deemed to have been incurred pursuant to one or more of such clauses (in whole or in part) or the first paragraph of this covenant, to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause or the first paragraph of this covenant at the time of such reclassification (including in part pursuant to one or more clauses and/or in part pursuant to the first paragraph of this covenant), provided, however, that Indebtedness under an ABL Credit Facility may only be incurred under clauses (1) and (11) of the definition of Permitted Debt, as applicable.

        For the purpose of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred or first committed (in the case of revolving credit debt); provided that if such Indebtedness denominated in a foreign currency is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar- denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness. The principal amount of

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any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

        Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this covenant will not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies. In addition, for purposes of determining any particular amount of Indebtedness, any Guarantees, Liens or obligations with respect to letters of credit, in each case, supporting Indebtedness otherwise included in the determination of such particular amount, will not be included.

        The Issuer will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantees on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer solely by virtue of being unsecured or by virtue of being secured on a junior priority basis or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Liens

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Issuer or any of its Restricted Subsidiaries or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

        (2)   make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

        (3)   transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions:

        (1)   existing under, by reason of or with respect to the ABL Documents, Indebtedness existing on the Issue Date, or any other agreements in effect on the date of the indenture and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those in effect on the date of the indenture;

        (2)   existing under, by reason of or with respect to any other Credit Facility of the Issuer permitted under the indenture; provided that the applicable encumbrances and restrictions contained in the agreement or agreements governing the other Credit Facility are not materially more restrictive, taken as a whole, than those contained in the ABL Credit Facility (with respect to

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other credit agreements) or the indenture (with respect to other indentures), in each case as in effect on the date of the indenture;

        (3)   existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order;

        (4)   with respect to any Person or the property or assets of a Person acquired by the Issuer or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacement or refinancings are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the ABL Credit Facility, the indenture, Indebtedness existing on the Issue Date or such other agreements as in effect on the date of the acquisition;

        (5)   in the case of the provision described in clause (3) of the first paragraph of this covenant:

        (a)   that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

        (b)   existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Issuer or any Restricted Subsidiary thereof not otherwise prohibited by the indenture,

        (c)   existing under, by reason of or with respect to (i) purchase money obligations for property acquired in the ordinary course of business or (ii) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or

        (d)   arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary thereof;

        (6)   existing under, by reason of or with respect to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements arising in connection with the entering into of such transactions;

        (7)   existing under, by reason of or with respect to any agreement for the sale or other disposition of some or all of the Capital Stock of, or any property and assets of, a Restricted Subsidiary that restricted distributions by that Restricted Subsidiary pending the closing of such sale or other disposition;

        (8)   existing under, by reason of or with respect to Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

        (9)   restricting cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (10) existing under, by reason of or with respect to customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

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        (11) existing under, by reason of or with respect to (a) the indenture, the notes (and any additional notes), the Note Guarantees and the security documents (including any exchange notes or exchange guarantees issued pursuant to the Registration Rights Agreement), (b) the Senior Unsecured Loan and the documents related thereto, (c) the Intercreditor Agreements or (d) any amendments, supplements, modifications, restatements, replacements, renewals, refundings, restructurings, increases or refinancing of any of the foregoing;

        (12) existing under, by reason of or with respect to Indebtedness of the Issuer or a Restricted Subsidiary not prohibited to be incurred under the indenture; provided that (a) such encumbrances or restrictions are ordinary and customary in light of the type of Indebtedness being incurred and the jurisdiction of the obligor and (b) such encumbrances or restrictions will not affect in any material respect the Issuer's or any Guarantor's ability to make principal and interest payments on the notes, as determined in good faith by the Issuer;

        (13) consisting of customary restrictions pursuant to any Permitted Receivables Financing; and

        (14) existing under, by reason of or with respect to, any Notes Priority Debt.

        For purposes of determining compliance with this covenant, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Merger, Consolidation or Sale of Assets

        The Issuer will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation) or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:

        (1)   either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition shall have been made (i) is a corporation, limited liability company, partnership (including a limited partnership) or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (provided that if such Person is not a corporation, (A) a corporate Wholly Owned Restricted Subsidiary of such Person organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, or (B) a corporation of which such Person is a Wholly Owned Restricted Subsidiary organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, is a co-issuer of the notes or becomes a co-issuer of the notes in connection therewith) and (ii) assumes all the obligations of the Issuer under the notes, the indenture and the security documents related to the notes pursuant to agreements reasonably satisfactory to the Trustee;

        (2)   immediately after giving effect to such transaction no Event of Default exists;

        (3)   immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, on a pro forma basis, either (a) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Disqualified

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Stock and Preferred Stock"; or (b) the Fixed Coverage Ratio for the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) would be greater than immediately prior to such transactions;

        (4)   each Guarantor, unless such Guarantor is the Person with which the Issuer has entered into a transaction under the covenant described under the caption "—Merger, Consolidation or Sale of Assets," shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Issuer or the surviving Person in accordance with the notes and the indenture; and

        (5)   at the time of the transaction the Issuer will have delivered, or caused to be delivered, to the Trustee an Officers' Certificate and opinion of counsel, each to the effect that such merger, consolidation or sale of assets comply with the indenture.

        The provision described in clause (3) of the immediately preceding paragraph will not apply to (a) any merger, consolidation or sale, assignment, lease, transfer, conveyance or other disposition of assets between or among the Issuer, any of its Restricted Subsidiaries and/or any of the Guarantors or (b) any merger between the Issuer and an Affiliate of the Issuer, or between a Restricted Subsidiary and an Affiliate of the Issuer, in each case in this clause (b) solely for the purpose of reincorporating the Issuer or such Restricted Subsidiary, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

Transactions with Affiliates

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, but not limited to, the purchase, sale or exchange of property, the making of any Investment, the giving of any Guarantee or the rendering of any service) with any Affiliate of the Issuer or any Restricted Subsidiary involving consideration in excess of $3.0 million other than transactions solely among any of the Issuer and its Restricted Subsidiaries (an "Affiliate Transaction"), unless:

          (i)  such business, transaction or series of related transactions is on terms no less favorable, taken as a whole, to the Issuer or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with an unaffiliated party; and

         (ii)  with respect to any Affiliate Transaction involving an amount or having a value in excess of $10.0 million the Issuer delivers to the Trustee an Officers' Certificate stating that such business, transaction or series of related transactions complies with clause (i) above.

        In the case of an Affiliate Transaction involving an amount or having a value in excess of $20.0 million, the Issuer must obtain a resolution of the Board of Directors of Parent set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of Parent's Board of Directors. In the case of an Affiliate Transaction involving an amount or having a value in excess of $40.0 million, the Issuer must obtain a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction (or relevant purchase price or valuation) is fair to the Issuer or such Restricted Subsidiary from a financial point of view.

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        The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

        (1)   transactions between or among the Issuer, its Restricted Subsidiaries, and/or any Guarantors;

        (2)   payment of reasonable fees and compensation to, and indemnification and similar arrangements on behalf of, current, former or future directors of Parent, any other direct or indirect parent of the Issuer, the Issuer or any Restricted Subsidiary of the Issuer;

        (3)   Restricted Payments that are permitted by the provisions of the indenture described above under the caption "—Restricted Payments" or the definition of "Permitted Investments" (including any payments that are excluded from the definitions of "Restricted Payment" and "Restricted Investment");

        (4)   any sale of Equity Interests (other than Disqualified Stock) of the Issuer;

        (5)   loans and advances to officers and employees of Parent, any other direct or indirect parent of the Issuer, the Issuer or any of the Issuer's Restricted Subsidiaries or guarantees in respect thereof or otherwise made on the Issuer's or any of its Restricted Subsidiaries' behalf (or the cancellation of such loans, advances or guarantees), in both cases for bona fide business purposes in the ordinary course of business;

        (6)   any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Issuer or any of its Restricted Subsidiaries or Parent with current, former or future officers and employees of Parent, any direct or indirect parent of the Issuer, the Issuer or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of Parent, any direct or indirect parent of the Issuer, the Issuer or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

        (7)   transactions with a Person that is an Affiliate of the Issuer solely because the Issuer, directly or indirectly, owns Equity Interests in, or controls, such Person;

        (8)   any contracts, instruments or other agreements or arrangements in each case as in effect on the date of the indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangement as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuer and its Restricted Subsidiaries at the time executed than the original agreement or arrangement as in effect on the date of the indenture;

        (9)   any Guarantee by Parent or any other direct or indirect parent of the Issuer of Indebtedness or other liabilities or obligations of the Issuer or any Guarantor that was permitted by the indenture;

        (10) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Issuer or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

        (11) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the ordinary course of business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of the Issuer, as determined in good faith by Parent or the Issuer;

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        (12) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of prong (i) of the previous paragraph of this covenant;

        (13) any contribution to the common equity capital of the Issuer;

        (14) any transaction with any Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction;

        (15) the pledge of Equity Interests of any Unrestricted Subsidiary;

        (16) subject to the limitations described under clause (12)(b) of paragraph (B) under the covenant "—Restricted Payments," payments by the Issuer (or Parent or any other direct or indirect parent of the Issuer) or any of the Restricted Subsidiaries pursuant to any tax sharing, allocation or similar agreement;

        (17) the incurrence of the Senior Unsecured Loan, the execution, delivery and performance under any document related to the Senior Unsecured Loan and any amendment, modification, refinancing, restructuring or replacement thereof;

        (18) the use of proceeds of the notes and the Senior Unsecured Loan to repay the Issuer's outstanding indebtedness as described in this offering memorandum under "Use of Proceeds";

        (19) sales of accounts receivable, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing;

        (20) any agreement that provides customary registration rights to the equity holders of the Issuer or any direct or indirect parent of the Issuer and the performance by the parties thereto of their obligations, duties and rights under their obligations, duties and rights under such agreement, and any shareholders agreement (including but not limited to the Shareholders Agreement) among some or all of the shareholders of the Issuer or any direct or indirect parent of the Issuer and the performance by the parties thereto of such agreement;

        (21) Guarantees by Parent of Indebtedness or other liabilities or obligations of Foreign Subsidiaries, New US LLC 1 and/or New US LLC 2 that are permitted by the indenture; and

        (22) transactions between the Issuer or any Restricted Subsidiary, on the one hand, and any person that is an Affiliate of the Issuer or any Restricted Subsidiary, on the other hand, solely because a director of such Person is also a director of the Issuer or any direct or indirect parent of the Issuer.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of the Issuer or Parent may designate any Subsidiary (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary; provided that:

        (1)   any Guarantee by the Issuer or any Restricted Subsidiary of the Issuer of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (2)   the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the

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Issuer or any Restricted Subsidiary of the Issuer of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under the covenant described above under the caption "—Certain Covenants—Restricted Payments";

        (3)   such Subsidiary does not own any Equity Interests of, or hold any Liens on any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than Equity Interests of any Restricted Subsidiary of such Subsidiary that is concurrently being designated as an Unrestricted Subsidiary);

        (4)   the Subsidiary being so designated, after giving effect to such designation:

        (a)   is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary of the Issuer that would not be permitted under "—Certain Covenants—Transactions with Affiliates" after giving effect to the exceptions thereto;

        (b)   is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results except to the extent permitted under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and "—Certain Covenants—Restricted Payments"; and

        (c)   (i) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation or would be permitted under "—Certain Covenants—Restricted Payments" and (ii) to the extent the Indebtedness of the Subsidiary is non-recourse Indebtedness, any Guarantee or credit support by the Issuer or a Restricted Subsidiary would be permitted under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and "—Certain Covenants—Restricted Payments"; and

        (5)   no Event of Default would be in existence following such designation.

        Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer or Parent giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by the indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in clause (4) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness, Investments or Liens on the property of such Subsidiary shall be deemed to be incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under the indenture, the Issuer shall be in default under the indenture.

        The Board of Directors of the Issuer or Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

        (1)   such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period;

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        (2)   all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the covenant described above under the caption "—Certain Covenants—Restricted Payments";

        (3)   all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the caption "—Certain Covenants—Liens"; and

        (4)   no Default or Event of Default would be in existence following such designation.

Guarantees

        If the Issuer or any of its Restricted Subsidiaries (a) acquires or creates another Wholly Owned Restricted Subsidiary (other than an Excluded Subsidiary) on or after the date of the indenture or (b) any Restricted Subsidiary of the Issuer becomes a guarantor of any indebtedness of the Issuer or any Subsidiary Guarantor or becomes an obligor with respect to the ABL Credit Facility, then, within 45 days of the date of such event, as applicable, such Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee.

        The Issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any other Indebtedness of the Issuer or any Guarantor (including, but not limited to, any Indebtedness under any Credit Facility) unless such subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the notes by such Restricted Subsidiary, which Guarantee shall be senior in right of payment to or pari passu in right of payment with such Restricted Subsidiary's Guarantee of such other Indebtedness.

        This covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. In addition, in the event that any Wholly Owned Restricted Subsidiary that is an Excluded Subsidiary ceases to be an Excluded Subsidiary, or if any Excluded Subsidiary becomes a guarantor or obligor with respect to the ABL Credit Facility or any other Indebtedness of the Issuer or any Subsidiary Guarantor, then such Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 45 days of the date of such event. The form of the Note Guarantee will be attached as an exhibit to the indenture.

        A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless:

        (1)   immediately after giving effect to that transaction, no Default or Event of Default exists; and

        (2)   either:

        (a)   the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) (i) is organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that the provisions described in this clause (i) shall not apply if such Guarantor is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia) and (ii) assumes all the obligations of that Guarantor under the indenture, its Note Guarantee and the security documents related to the notes pursuant to a supplemental indenture satisfactory to the Trustee; or

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        (b)   in the case of a Subsidiary Guarantor, such sale or other disposition or consolidation or merger complies with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

        Notwithstanding the foregoing, any Guarantor may (i) merge with the Issuer or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of the preceding paragraph.

        The Note Guarantee of Parent or any other direct or indirect parent of the Issuer will automatically and unconditionally be released without the need for any further action by any party upon written notice from the Issuer to the Trustee (1) if such entity is not a guarantor of any other Indebtedness of the Issuer or any other Guarantor, or (2) if such Guarantor merges or consolidates with, or transfers all or substantially all of its assets to, the Issuer to another Guarantor, or (3) upon Legal Defeasance or Covenant Defeasance of the notes or (4) upon a satisfaction and discharge of the indenture.

        The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any party:

        (1)   in connection with any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Issuer, if the sale of such Capital Stock of that Subsidiary Guarantor complies with the covenants described above under the caption "—Repurchase at the Option of Holders—Asset Sales" and "—Certain Covenants—Restricted Payments";

        (2)   in connection with the merger or consolidation of a Subsidiary Guarantor with the Issuer or any other Subsidiary Guarantor;

        (3)   in the event of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (a) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (b) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor;

        (4)   if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under the indenture;

        (5)   upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the indenture;

        (6)   solely in the case of a Note Guarantee created pursuant to the provision described in clause (b) of the first paragraph or the second paragraph under the caption "—Guarantees," upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to the covenant described under the caption "—Guarantees," except a discharge or release by or as a result of payment under such Guarantee; or

        (7)   upon a liquidation or dissolution of a Subsidiary Guarantor permitted under the indenture.

        In addition, the Note Guarantee of any Subsidiary Guarantor will be released in connection with a sale of all or substantially all of the assets of such Subsidiary Guarantor in a transaction that complies with the conditions in the fourth paragraph under the caption "—Guarantees" above. Also,

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notwithstanding any other provision in the indenture, any Guarantor may be liquidated at any time, so long as all assets owned by such entity which constitute Collateral remain Collateral owned by the Issuer or a Guarantor following any such liquidation. Upon the release of a Guarantee in accordance with the terms of the indenture, all Collateral owned by the related Guarantor will also be automatically released.

Reports

        Whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any notes are outstanding, the Issuer will furnish to the holders of notes or cause the Trustee to furnish to the holders of notes or post on its website or file with the Commission:

        (1)   all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such reports, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Issuer's certified independent accountants, which reports shall be filed within the time period specified in the Commission's rules and regulations; and

        (2)   as soon as practicable, and in any event within the time periods specified in the Commission's rules and regulations, all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports;

provided, however, that if the last day of any such time period is not a business day, such report will be due on the next succeeding business day. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports, except that such reports (a) will not be required to contain separate financial information for Subsidiary Guarantors or Subsidiaries whose securities are pledged to secure the notes that would be required under Rule 3-16 of Regulation S-X promulgated by the Commission and (b) will not be subject to the Trust Indenture Act.

        In addition, whether or not required by the Commission, after the consummation of the exchange offer or the effectiveness of a shelf registration statement, the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) for a filer that is a "non-accelerated filer" (as defined in such rules and regulations).

        Notwithstanding the foregoing, prior to the consummation of the exchange offer or the effectiveness of a shelf registration statement, the Issuer's reports referred to in clauses (1) and (2) above will not be required to (a) comply with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission, (b) include a report from management or an auditor's attestation report as to the Issuer's internal control over financial reporting that would be required pursuant to Section 404 of the Sarbanes- Oxley Act of 2002, as amended, or the certifications from the Issuer's chief executive officer and chief financial officer that would be required by Sections 302 or 906 of the Sarbanes Oxley Act of 2002, as amended or (c) contain the disclosure that would be required to be filed with the Commission pursuant to Item 5.02(e) of Form 8-K.

        The Issuer or Parent will also hold a quarterly conference call to discuss such financial information. Prior to the conference call, the Issuer or Parent shall issue a press release to the appropriate wire services announcing the time and date of such conference call and, unless the call is to be open to the public, direct Holders of Notes, securities analysts and prospective investors to contact the office of the Issuer's chief financial officer to obtain access. If Parent or the Issuer is holding a conference call open to the public to discuss the most recent quarter's financial performance,

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Parent and the Issuer will not be required to hold a second, separate call just for the holders of the notes.

        The Issuer or Parent will maintain a public or non-public website on which Holders of Notes, prospective investors and securities analysts are given access to the quarterly and annual financial information and details of the quarterly conference call described above. If the website containing the financial reports is not available to the public, the Issuer or Parent will direct Holders of Notes, prospective investors and securities analysts on its publicly available website to contact the Issuer's chief financial officer to obtain access to the non-public website. If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto or elsewhere in the quarterly or annual reports and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.

        If Parent or any other direct or indirect Parent of the Issuer or any successor thereto files reports with the Commission in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with the time periods specified in the first paragraph hereof, then the Issuer shall be deemed to comply with this covenant; provided that the same are accompanied by consolidating information as required by Rule 3-10 of Regulation S-X (or any successor provision). If Parent enters into a merger or consolidation transaction with a person that continues to file reports with the Commission in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or otherwise, then the Issuer shall be deemed to comply with this covenant; provided that the same are accompanied by consolidating information as required by Rule 3-10 of Regulation S-X (or any successor provision).

        In addition, the Issuer and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file with the Commission the reports required by the preceding paragraphs, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements set forth under this covenant for purposes of clause (4) under "Events of Default and Remedies" until 30 days after the date any report required to be provided by this covenant is due, and any failure to comply with this covenant shall be automatically cured when the Issuer or Parent provides all required reports to the noteholders or files all required reports with the Commission.

Events of Default and Remedies

        Each of the following is an "Event of Default":

        (1)   default for 30 consecutive days in the payment when due of interest on the notes;

        (2)   default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the notes;

        (3)   failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions described under the captions "—Repurchase at the Option of Holders—Change of Control," "—Repurchase at the Option of Holders—Asset Sales" or "—Certain Covenants—Merger, Consolidation or Sale of Assets" or the provisions described in the third paragraph under the caption "—Certain Covenants—Guarantees" for 30 days after written notice by the Trustee or holders representing 25% or more of the aggregate principal amount of notes outstanding;

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        (4)   failure by the Issuer or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or holders representing 25% or more of the aggregate principal amount of notes outstanding to comply with any of the agreements in the indenture or the security documents for the benefit of the holders of the notes other than those referred to in clauses (1)-(3) above;

        (5)   default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of the Issuer's Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer), or the payment of which is guaranteed by the Issuer or any of the Issuer's Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:

        (a)   is caused by a failure to make any payment when due at the final maturity of such Indebtedness (after giving effect to any applicable grace period) (a "Payment Default"); or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $30.0 million or more;

        (6)   failure by the Issuer or any of the Issuer's Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer) to pay non-appealable final judgments aggregating in excess of $30.0 million (excluding amounts covered by insurance or bonded) which judgments are not paid, discharged or stayed for a period of more than 60 days after such judgments have become final and non-appealable and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

        (7)   the occurrence of any of the following:

        (a)   any security document for the benefit of holders of the notes is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect in any material respect, other than in accordance with the terms of the relevant security documents; or

        (b)   except as permitted by the indenture, any first priority Lien for the benefit of holders of the notes purported to be granted under any security document for the benefit of holders of the notes on Collateral, individually or in the aggregate, having a fair market value in excess of $30.0 million ceases to be an enforceable and perfected first priority Lien in any material respect, subject only to Permitted Liens, and such condition continues for 60 days after written notice by the Trustee or the Collateral Trustee of failure to comply with such requirement; provided that it will not be an Event of Default under this clause 7(b) if such condition results from the action or inaction of the Trustee or the Collateral Trustee; or

        (c)   the Issuer or any Significant Subsidiary that is a Subsidiary Guarantor (or any such Subsidiary Guarantors that together would constitute a Significant Subsidiary), or any Person acting on behalf of any of them, denies or disaffirms, in writing, any material obligation of the Issuer or such Significant Subsidiary that is a Guarantor (or such Subsidiary Guarantors that together constitute a Significant Subsidiary) set forth in or arising under any security document for the benefit of holders of the notes;

        (8)   except as permitted by the indenture, any Note Guarantee of a Subsidiary Guarantor that is a Significant Subsidiary of the Issuer (or any such Subsidiary Guarantors that together would

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constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect in any material respect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee if, and only if, in each such case, such Default continues for 21 days after notice of such Default shall have been given to the Trustee; and

        (9)   certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary of the Issuer (or any Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary).

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Issuer or any Significant Subsidiary of the Issuer (or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary), all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately by notice in writing to the Issuer specifying the Event of Default(s).

        Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any) if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the notes if in the best judgment of the Trustee acceleration is not in the best interest of the holders of the notes.

        In the event of any Event of Default specified in clause (5) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders, if within 20 days after such Event of Default arose:

        (1)   the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

        (2)   the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

        (3)   the default that is the basis for such Event of Default has been cured.

        The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the Trustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture or the security documents except a continuing Default or Event of Default in the payment of interest on, premium, if any, on, or the principal of, the notes and may rescind any acceleration with respect to the notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). No such rescission shall affect any subsequent default or impair any right consequent thereon. The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the Trustee in personal liability, or that may be unduly prejudicial to the rights of holders of notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from holders of notes.

        The Issuer is required to deliver to the Trustee annually within 120 days after the end of each fiscal year a statement regarding compliance with the indenture. Within 30 days of becoming aware of

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any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default unless such Default or Event of Default has been cured before the end of the 30-day period.

        In addition to acceleration of maturity of the notes, if an Event of Default occurs and is continuing, the Trustee, the Collateral Trustee and/or the holders of the notes will have the right to exercise remedies with respect to the Collateral, such as foreclosure, as are available under the indenture, the security documents and at law, subject to the terms of the Intercreditor Agreements.

No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders

        No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, or of Parent or any other direct or indirect parent of the Issuer, shall have any liability for any obligations of the Issuer or any Guarantor under the notes, the indenture, the Note Guarantees or the note documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        The Issuer may, at its option and at any time, elect to have all of the obligations of the Issuer discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance") and cure all then existing Events of Default except for:

        (1)   the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium on such notes when such payments are due from the trust referred to below;

        (2)   the Issuer's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's and the Guarantors' obligations in connection therewith;

        (4)   the Legal Defeasance provisions of the indenture; and

        (5)   the optional redemption provisions of the indenture to the extent that Legal Defeasance is to be effected together with a redemption.

        In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default and Remedies" will no longer constitute Events of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, to pay the principal of, or interest and premium on the outstanding

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notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to maturity or to a particular redemption date;

        (2)   in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the beneficial owners of the outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from borrowing funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which the Issuer or any of its respective Subsidiaries are parties or by which the Issuer or any of its respective Subsidiaries are bound (other than that resulting with respect to any Indebtedness being defeased from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith);

        (6)   the Issuer must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others;

        (7)   if the notes are to be redeemed prior to their Stated Maturity, the Issuer must deliver to the Trustee irrevocable instructions to redeem all of the notes on the specified redemption date; and

        (8)   the Issuer must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

        The Collateral will be released from the Lien securing the notes, as provided under the caption "—Security—Collateral trust and notes priority intercreditor agreement—Release and Subordination of Liens on Collateral," upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described above.

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Amendment, Supplement and Waiver

        Except as provided in the next three succeeding paragraphs, the indenture, the notes, the Note Guarantees, the security documents relating to the notes and the Intercreditor Agreements relating to the notes (subject to compliance with the applicable Intercreditor Agreements) may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the indenture, the notes, the Note Guarantees, the security documents or the Intercreditor Agreements relating to the notes may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

        Without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

        (1)   reduce the percentage of the aggregate principal amount of notes whose holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of, or change the Stated Maturity of, any note or alter the provisions, or waive any payment, with respect to the redemption of such notes (other than provisions relating to the covenants described under "—Repurchase at the Option of Holders" (except to the extent provided in clause (9) below));

        (3)   reduce the rate of, or change the time for, payment of interest on any note;

        (4)   waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

        (5)   make any note payable in money other than U.S. dollars;

        (6)   make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium, if any, on the notes;

        (7)   release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture or the Note Guarantees;

        (8)   impair the right of any holder to institute suit for the enforcement of any payment on or with respect to such holder's notes or the Note Guarantees;

        (9)   amend, change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the covenant described under the caption "—Repurchase at the Option of Holders—Asset Sales" after the obligation to make such Asset Sale Offer has arisen or the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the covenant described under the caption "—Repurchase at the Option of Holders—Change of Control" after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or

        (10) make any change in the amendment and waiver provisions, except to increase any such percentage required for such actions or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby.

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        In addition, any amendment to, or waiver of, the provisions of the indenture or any security document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the notes will require the consent of the holders of at least 66²/3% in aggregate principal amount of the notes then outstanding (but only to the extent any such consent is required under the Intercreditor Agreements).

        Notwithstanding the preceding, without notice to or the consent of any holder of notes, the Issuer, the Guarantors and the Trustee may amend or supplement the indenture, the notes, the Note Guarantees or the security documents relating to the notes or the Intercreditor Agreements to:

        (1)   cure any ambiguity, omission, mistake, defect or inconsistency;

        (2)   provide for uncertificated notes in addition to or in place of certificated notes;

        (3)   provide for the assumption of the Issuer's or any Guarantor's obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets;

        (4)   make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights of such holder under the indenture in any material respect;

        (5)   comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

        (6)   comply with the provisions described under "—Certain Covenants—Guarantees";

        (7)   conform the text of the indenture, the notes, the Note Guarantees or any security document to any provision of this Description of Exchange Notes to the extent that such provision in this Description of Exchange Notes was intended to be a verbatim recitation of the indenture, the notes, the Note Guarantees or any security document;

        (8)   evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the indenture, or evidence and provide for a successor or replacement Collateral Trustee under the security documents;

        (9)   provide for the issuance of additional notes and related guarantees (and the grant of security for the benefit of the additional notes and related guarantees) in accordance with the terms of the indenture and the Collateral Trust and Notes Priority Intercreditor Agreement;

        (10) make, complete or confirm any grant of Collateral permitted or required by the indenture or any of the security documents or any release, termination or discharge of Collateral that becomes effective as set forth in the indenture or any of the security documents;

        (11) grant any Lien for the benefit of the holders of any future Subordinated Lien Debt or any present or future ABL Debt or Notes Priority Debt in accordance with the terms of the indenture and the Collateral Trust and Notes Priority Intercreditor Agreement;

        (12) add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the indenture;

        (13) mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Trustee for the benefit of the Trustee and the holders of the notes as additional security for the payment and performance of the Issuer's and any Guarantor's obligations under the indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of the indenture or otherwise;

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        (14) provide for the succession of any parties to the security documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of the indenture and the relevant security document;

        (15) provide for a reduction in the minimum denominations of the notes;

        (16) add a Guarantor or other guarantor under the indenture or release a Guarantor in accordance with the terms of the indenture;

        (17) add covenants for the benefit of the holders or surrender any right or power conferred upon either Issuer or any Guarantor;

        (18) make any amendment to the provisions of the indenture relating to the transfer and legending of notes as permitted by the indenture, including, without limitation, to facilitate the issuance and administration of the notes, provided that compliance with the indenture as so amended may not result in notes being transferred in violation of the Securities Act or any applicable securities laws;

        (19) provide for the assumption by one or more successors of the obligations of any of the Guarantors under the indenture and the Note Guarantees;

        (20) provide for the issuance of exchange notes and related guarantees in accordance with the terms of the indenture;

        (21) comply with the rules of any applicable securities depositary; and

        (22) make any changes that do not affect the legal rights of the holders of notes in any material respect in order to facilitate entry into any of the Intercreditor Agreements.

        The consent of the holders of the notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if the consent approves the substance of the proposed amendment.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

        (1)   either:

        (a)   all notes that have been authenticated (except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or

        (b)   all notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

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        (2)   no Default or Event of Default shall have occurred and be continuing (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the indenture and the notes issued thereunder on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than any such default resulting from any borrowing of funds to be applied to make the deposit and any similar simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);

        (3)   the Issuer has or any Guarantor has paid or caused to be paid all sums payable by it under the indenture and not provided for by the deposit required by clause 1(b) above; and

        (4)   the Issuer has delivered irrevocable instructions to the Trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

        In addition, the Issuer must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

        The Collateral will be released from the Lien securing the notes, as provided under the caption "—Security—Collateral Trust and Notes Priority Intercreditor Agreement—Release of Liens on Collateral," upon a satisfaction and discharge in accordance with the provisions described above.

Concerning the Trustee

        Wells Fargo Bank, National Association is the Trustee under the indenture and has been appointed by the Issuer as paying agent and registrar with respect to the notes.

        If the Trustee becomes a creditor of the Issuer or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        The indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person's own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder shall have offered to the Trustee security, indemnity or prefunding satisfactory to it against any loss, liability or expense.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "ABL Bank Products" means any bank products agreements entered into with any lender under the ABL Credit Facility, its Affiliates or any other person permitted under the ABL Credit Facility.

        "ABL Cash Management Agreements" means any cash management agreements entered into with any lender under the ABL Credit Facility, its Affiliates or any other person permitted under the ABL Credit Facility.

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        "ABL Collateral Agent" means any collateral agent, collateral trustee or other representative of lenders or holders of ABL Obligations party to the General Intercreditor Agreement or upon the refinancing or replacement of the ABL Credit Facility, or any successor representative acting in such capacity.

        "ABL Credit Facility" means that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated as of March 18, 2011, among the borrowers and guarantors named therein (which may include the Issuer and the Guarantors as borrower, co-borrower, guarantor, obligor, co-obligor or otherwise), the lenders and agents from time to time party thereto, and Regions Bank, as administrative agent, and any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as further amended, restated, adjusted, waived, renewed, modified, refunded, replaced, restated, restructured, increased, supplemented or refinanced in whole or in part from time to time, regardless of whether such amendment, restatement, adjustment, waiver, modification, renewal, refunding, replacement, restatement, restructuring, increase, supplement or refinancing is with the same financial institutions (whether as agents or lenders) or otherwise and any one or more indentures, note purchase agreements, credit facilities, commercial paper facilities, or other financing arrangements or agreements that replace, refund or refinance all or any part of the loans, notes, or other commitments thereunder, including any such replacement, refunding or refinancing facility or indenture or other financing arrangements or agreements that increases the amount borrowable or issuable thereunder or alters the maturity thereof.

        "ABL Debt" means Indebtedness under the ABL Credit Facility, the ABL Documents, the ABL Bank Products, the ABL Hedge Agreements and the ABL Cash Management Agreements.

        "ABL Documents" means the ABL Credit Facility, any additional credit agreement, note purchase agreement, indenture or other agreement related thereto and all other loan or note documents, collateral or security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, the ABL Credit Facility, including the ABL Bank Products, the ABL Hedge Agreements and the ABL Cash Management Agreements, as such agreements or instruments may be amended, supplemented, modified, restated, replaced, renewed, refunded, restructured, increased or refinanced from time to time (including successive amendments, supplements, modifications, restatements, replacements, renewals, refundings, restructurings, increases and refinancings).

        "ABL Hedge Agreements" means any hedge agreements entered into with any lender under the ABL Credit Facility, its Affiliates or any other person permitted under the ABL Credit Facility.

        "ABL Obligations" means all indebtedness, liabilities and obligations (of every kind or nature) incurred or arising under or relating to the ABL Documents and all other obligations in respect thereof.

        "Acquired Debt" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by the specified Person.

        "Act of Required Notes Priority Debtholders" means, as to any matter, a direction in writing delivered to the Collateral Trustee by or with the written consent of the holders of Notes Priority Debt representing the Required Notes Priority Debtholders.

        For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, the Issuer or any Affiliate of the Issuer will be deemed not to be outstanding, and (b) votes will be

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determined in accordance with the provisions described above under the caption "—Security—Collateral Trust and Notes Priority Intercreditor Agreement—Voting."

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

        "After Acquired Property" means any and all assets or property (other than Excluded Assets) acquired after the date of the indenture which constitute Collateral.

        "Applicable Premium" means, with respect to any note on any redemption date, the greater of:

        (1)   1.0% of the principal amount of the note; or

        (2)   the excess of:

        (a)   the present value at such redemption date of (i) the redemption price of the note at April 1, 2013 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption"), plus (ii) all required interest payments due on the note through April 1, 2013 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the principal amount of the note.

        "Asset Sale" means:

        (1)   the sale, lease (other than operating leases in the ordinary course of business), conveyance or other disposition of any property or assets, other than Equity Interests of the Issuer; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and the Issuer's Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the covenant described under the caption "—Repurchase at the Option of Holders—Asset Sales";

        (2)   the issuance of Equity Interests by any of the Issuer's Restricted Subsidiaries or the sale by the Issuer or any Restricted Subsidiary thereof of Equity Interests in any of its Restricted Subsidiaries (other than directors' qualifying shares); and

        (3)   an Event of Loss.

        Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:

        (1)   any single transaction or series of related transactions or Event of Loss that involves property or assets having a fair market value of less than $5.0 million;

        (2)   a transfer of property or assets between or among the Issuer, its Restricted Subsidiaries and any Guarantor;

        (3)   an issuance of Equity Interests by a Restricted Subsidiary of the Issuer to the Issuer or to another Restricted Subsidiary thereof;

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        (4)   the sale, lease, assignment, license or sublease of equipment, inventory, accounts receivable or other assets in the ordinary course of business (including, without limitation, any Collateral);

        (5)   the sale or other disposition of cash or Cash Equivalents;

        (6)   a Restricted Payment that is permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments" or a Permitted Investment;

        (7)   any sale, exchange or other disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable or unnecessary for use in connection with the business of the Issuer or its Restricted Subsidiaries and any sale or disposition of property in connection with scheduled turnarounds, maintenance and equipment and facility updates;

        (8)   the licensing or sub-licensing of intellectual property in the ordinary course of business or consistent with past practice;

        (9)   any sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by the indenture or the note documents;

        (10) any issuance, sale, or transfer of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

        (11) the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;

        (12) foreclosures, condemnations or any similar action on assets;

        (13) the lease, assignment or sublease of any real or personal property in the ordinary course of business; and

        (14) sales of accounts receivable, or participations therein, and any related assets, in connection with any Permitted Receivables Financing.

        "Asset Sale Offer" has the meaning assigned to that term in the indenture governing the notes.

        "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if the sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.

        "Bankruptcy Code" means Title 11 of the United States Code.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation, or a duly authorized committee thereof;

        (2)   with respect to a partnership, the Board of Directors of the general partner of the partnership; and

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        (3)   with respect to any other Person, the board or committee of such Person serving a similar function.

        "Borrowing Base" means, as of any date, an amount equal to:

        (1)   90% of the face amount of all accounts receivable owned by the Issuer and its Restricted Subsidiaries as of the end of the month preceding such date that were not more than 60 days past due; plus

        (2)   85% of the book value of all inventory owned by the Issuer and its Restricted Subsidiaries as of the end of the month preceding such date.

        "business day" means any day other than a Legal Holiday.

        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Cash Equivalents" means:

        (1)   United States dollars;

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

        (3)   time deposits, demand deposits, money market deposits, certificates of deposit and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million (or $100.0 million in the case of a non-U.S. bank).

        (4)   repurchase obligations for underlying securities of the types described in clauses (2), (3) and (7) entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper rated at least P-1 by Moody's Investors Service, Inc. or at least A-1 by Standard & Poor's Rating Services (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within two years after the date of acquisition;

        (6)   marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody's or S&P, respectively, or liquidity funds or other similar money market mutual funds, with a rating of at least Aaa by Moody's or AAAm by S&P (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another rating agency);

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        (7)   securities issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof, maturing within two years from the date of acquisition thereof and having an investment grade rating from Moody's Investors Service, Inc. or Standard & Poor's Rating Services;

        (8)   money market funds (or other investment funds) at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition;

        (9)   (a) Euros or any national currency of any participating member state of the EMU;

        (b)   local currency held by the Issuer or any of its Restricted Subsidiaries from time to time in the ordinary course of business;

        (c)   securities issued or directly and fully guaranteed by the sovereign nation or any agency thereof (provided that the full faith and credit of such sovereign nation is pledged in support thereof) in which the Issuer or any of its Restricted Subsidiaries is organized or is conducting business having maturities of not more than one year from the date of acquisition; and

        (d)   investments of the type and maturity described in clauses (3) through (8) above of foreign obligors, which investments or obligors satisfy the requirements and have ratings described in such clauses.

        "Change of Control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than one or more Permitted Holders;

        (2)   the adoption of a plan relating to the liquidation or dissolution of the Issuer (unless, after such liquidation or dissolution, Parent assumes all of the obligations of the Issuer under the indenture and the security documents for the benefit of holders of the notes as provided thereunder);

        (3)   any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, except that in no event shall the parties to the Stockholders Agreement be deemed a "group" solely by virtue of being parties to the Stockholders Agreement as in effect on the date hereof), other than one or more Permitted Holders or a Permitted Group, has become the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Issuer;

        (4)   the first day on which a majority of the members of the Board of Directors of the Issuer or the Parent are not Continuing Directors; or

        (5)   a "Change of Control" shall have occurred under the Senior Unsecured Loan;

provided, however, that a transaction in which Parent becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change of Control if (a) the shareholders of Parent immediately prior to such transaction "beneficially own" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority of the voting power of the outstanding voting stock of Parent, immediately following the consummation of such transaction or (b) immediately following the consummation of such transaction, no "person" (as such term is defined above), other than such other Person (but including the holders of the Equity Interests of such other Person), "beneficially owns" (as such term is defined above), directly or indirectly through one or more intermediaries, more than 35% of the voting power

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of the outstanding voting stock of the Parent; and provided, further, however, that any transaction in which the Issuer remains a Wholly Owned Restricted Subsidiary of Parent, but one or more intermediate holding companies between Parent and the Issuer are added, liquidated, merged or consolidated out of existence, shall not constitute a Change of Control. A person or group shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement.

        "Change of Control Offer" has the meaning assigned to that term in the indenture governing the notes.

        "Class" means (1) in the case of Notes Priority Debt, every Series of Notes Priority Debt, taken together, (2) in the case of ABL Priority Debt, every Series of ABL Priority Debt, taken together and (3) in the case of Subordinated Lien Debt, every Series of Subordinated Lien Debt, taken together.

        "Collateral" means all assets and properties of the Issuer and the Guarantors subject to Liens created by the security documents related to the notes, but excluding Excluded Assets.

        "Collateral Trust and Notes Priority Intercreditor Agreement" means the Collateral Trust and Notes Priority Intercreditor Agreement among the Issuer, the Guarantors, the Trustee, the Collateral Trustee and any other agent, trustee or representative of additional Notes Priority Debt and the other parties thereto from time to time, as such agreement may be amended, restated, supplemented, modified and/or replaced from time to time.

        "Collateral Trustee" means Wells Fargo Bank, National Association in its capacity as collateral trustee under the General Intercreditor Agreement, together with its successors in such capacity.

        "Commission" means the United States Securities and Exchange Commission and any successor organization.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

        (1)   provision for taxes based on income or profits or capital gains of such Person and its Restricted Subsidiaries for such period, including without limitation state, franchise and similar taxes and foreign withholding taxes of such Person and its Restricted Subsidiaries paid or accrued during such period (including, without duplication, the amount of any payments made pursuant to clauses 12(a) and 12(b) of paragraph (B) under "Certain Covenants—Restricted Payments"), to the extent that such provision for taxes or payment was deducted in computing such Consolidated Net Income; plus

        (2)   Fixed Charges of such Person and its Restricted Subsidiaries for such period (including without limitation (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities), to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

        (3)   depreciation and amortization (including amortization or impairment write-offs of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation and amortization was deducted in computing such Consolidated Net Income; plus

        (4)   any other non-cash expenses or charges, including any impairment charge or asset write-offs or write-downs related to intangible assets (including goodwill), long-lived assets, and Investments in debt and equity securities pursuant to GAAP, reducing Consolidated Net Income

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for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Cash Flow to such extent, and excluding amortization of a prepaid cash expense or charge that was paid in a prior period); plus

        (5)   the amount of any integration costs or other business optimization expenses or costs deducted (and not added back) in such period in computing Consolidated Net Income incurred in connection with acquisitions, including any costs related to the closure and/or consolidation of facilities, and severance and relocation cost; plus

        (6)   the amount of any minority interest expense consisting of income of a Restricted Subsidiary attributable to minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

        (7)   any extraordinary, non-recurring or unusual gain or loss or expense, together with any related provision for taxes, to the extent deducted in computing such Consolidated Net Income; plus

        (8)   the amount of cash restructuring charges not to exceed (x) $10.0 million in any twelve-month period and (y) $25.0 million in the aggregate (through the maturity of the notes), to the extent deducted in computing such Consolidated Net Income; minus

        (9)   non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

        (1)   the Net Income of any Person, other than the specified Person, that is not a Restricted Subsidiary of the specified Person or that is accounted for by the equity method of accounting shall not be included, except that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are paid in cash (or to the extent converted into cash) or Cash Equivalents to the specified Person or a Restricted Subsidiary thereof during such period;

        (2)   solely for the purpose of determining the amount available for Restricted Payments under clause 3(a) of the first paragraph under "—Certain Covenants—Restricted Payments," the Net Income of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders, unless such restrictions with respect to the declaration and payment of dividends or distributions have been properly waived for such entire period; provided that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments paid in cash (or to the extent converted into cash) or Cash Equivalents to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

        (3)   the cumulative effect of a change in accounting principles shall be excluded;

        (4)   any amortization of fees or expenses that have been capitalized shall be excluded;

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        (5)   non-cash charges relating to employee benefit or management compensation plans of the Issuer or any Restricted Subsidiary thereof or any non-cash pension expenses or non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards for the benefit of the members of the Board of Directors of Parent, any direct or indirect parent of the Issuer, or the Issuer or officers or employees of Parent, any direct or indirect parent of the Issuer, or the Issuer and its Restricted Subsidiaries shall be excluded (other than in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period);

        (6)   any non-recurring charges or expenses incurred in connection with the Refinancing Transaction shall be excluded;

        (7)   any non-cash restructuring charges shall be excluded;

        (8)   any non-cash impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded;

        (9)   any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (a) any sale of assets outside the ordinary course of business of such Person or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or (c) the extinguishment of any Indebtedness or Hedging Obligations or other derivative instruments of such Person or any of its Restricted Subsidiaries shall, in each case, be excluded;

        (10) any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall, in each case, be excluded;

        (11) any noncash impact attributable to the application of the purchase method of accounting in accordance with GAAP, including without limitation the total amount of depreciation and amortization, cost of sales or other noncash expense resulting from the write up of assets for such period on a consolidated basis in accordance with GAAP to the extent such noncash expense results from such purchase accounting adjustments;

        (12) any fees and expenses incurred during such period, or any amortization or writeoff thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, financing transaction or amendment or modification of any debt instrument (including, in each case, any such transaction undertaken but not completed) and any charges or nonrecurring merger costs incurred during such period as a result of any such transaction, shall be excluded;

        (13) accruals and reserves that are established or adjusted within 12 months of the date of original issue of the notes that are so required to be established or adjusted as a result of the Refinancing Transaction in accordance with GAAP shall be excluded;

        (14) unrealized gains and losses related to Hedging Obligations shall be excluded;

        (15) the Net Income will be reduced by the amount of any payments made pursuant to clauses 12(a) and 12(b) of paragraph (B) under "Certain Covenants—Restricted Payments;"

        (16) any gain or loss realized upon the termination of any employee benefit plan together with any related provision for taxes (or the tax effect of any such termination) shall be excluded;

        (17) gains or losses resulting from the translation into U.S. dollars of long term and intercompany obligations; and

        (18) amortization of any amounts required or permitted by SFAS 141(R) (including noncash write-ups or noncash charges relating to inventory and fixed assets) or SFAS 142 (including

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noncash charges related to intangible assets and goodwill) to be recorded on such Person's balance sheet.

        "Consolidated Secured Indebtedness" means, as of any date of determination, Consolidated Total Indebtedness secured by Liens.

        "Consolidated Total Assets" of any Person means, as of any date, the amount which, in accordance with GAAP, would be set forth under the caption "Total Assets" (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available (giving pro forma effect to any acquisitions or dispositions of assets or properties that have been made by the specified Person or any of its Restricted Subsidiaries subsequent to the date of such balance sheet, including through mergers or consolidations).

        "Consolidated Total Indebtedness" means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital Lease Obligations, Attributable Debt in respect of Sale and Lease Back Transactions and debt obligations evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (and excluding (x) any undrawn letters of credit, (y) all obligations relating to any Permitted Receivables Facility and (z) any intercompany Indebtedness) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Disqualified Stock and preferred stock of the Restricted Subsidiaries (excluding items eliminated in consolidation), with the amount of such Disqualified Stock and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis, and only to the extent required to be recorded on a balance sheet, in accordance with GAAP. For purposes hereof, the "Maximum Fixed Repurchase Price" of any Disqualified Stock or preferred stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or preferred stock, such fair market value shall be determined reasonably and in good faith by the Issuer.

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Issuer or Parent, as the case may be, who:

        (1)   was a member of such Board of Directors on the date of the indenture; or

        (2)   was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Contribution Indebtedness" means Indebtedness of the Issuer or any Subsidiary Guarantor in an aggregate principal amount equal to the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer or such Subsidiary Guarantor after the date of the indenture; provided that:

        (1)   such cash contributions have not been used to make a Restricted Payment, and

        (2)   such Contribution Indebtedness (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers' Certificate on the incurrence date thereof.

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        "controlled foreign corporation" means (i) a controlled foreign corporation within the meaning of Section 957(a) of the United States Internal Revenue Code of 1986, as amended and (ii) New Holdco BV and any of its subsidiaries.

        "Credit Facilities" means one or more debt facilities (including, without limitation, the ABL Credit Facility), credit agreements, commercial paper facilities, note purchase agreements, indentures, or other agreements, in each case with banks, lenders, purchasers, investors, trustees, agents or other representatives of any of the foregoing, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables or interests in receivables to such lenders or other persons or to special purpose entities formed to borrow from such lenders or other persons against such receivables or sell such receivables or interests in receivables and including Permitted Receivables Financings), letters of credit, notes or other borrowings or other extensions of credit, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time, including any replacement, refunding or refinancing facility or agreement that increases the amount permitted to be borrowed thereunder or alters the maturity thereof or adds entities as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender, group of lenders, or otherwise.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Designated Non-cash Consideration" means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary of the Issuer in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

        "Designated Preferred Stock" means preferred stock of Parent, the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to the Issuer or any of their Subsidiaries) and is so designated as Designated Preferred Stock pursuant to an Officer's Certificate executed by the principal financial officer of Parent, the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof.

        "Directing Notes Priority Representative" means:

        (1)   the Trustee; and

        (2)   if no obligations under the indenture are outstanding, and any other Notes Priority Obligations are outstanding, the respective creditor or any trustee, agent or representative thereof designated in accordance with the Collateral Trust and Notes Priority Intercreditor Agreement;

provided, that the Collateral Trustee shall not be deemed to have knowledge of any change in the "Directing Notes Priority Representative" unless it receives written notice thereof from the Issuer; provided, further, that the "Directing Notes Priority Representative" may, but shall not be required to, await direction by an Act of Required Notes Priority Debtholders and will act, or decline to act, as directed by an Act of Required Notes Priority Debtholders, in respect of any act that requires the direction of the "Directing Notes Priority Representative."

        "Discharge of Notes Priority Obligations" means:

        (1)   payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest

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would be allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the Notes Priority Documents and constituting Notes Priority Obligations;

        (2)   payment in full in cash of all Hedging Obligations constituting Notes Priority Obligations or the cash collateralization of all such Hedging Obligations on terms satisfactory to each applicable counterparty;

        (3)   payment in full in cash of all other Notes Priority Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time);

        (4)   termination or expiration of all commitments, if any, to extend credit that would constitute Notes Priority Obligations; and

        (5)   termination or cash collateralization (in an amount and manner reasonably satisfactory to the Collateral Trustee, but in no event greater than 105% of the aggregate undrawn face amount) of all letters of credit issued under the Notes Priority Documents and constituting Notes Priority Obligations.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature; provided, however, that only the portion of the Capital Stock which so matures, is mandatorily redeemable or is redeemable at the option of the holder prior to such date shall be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a Change of Control (or similarly defined term) or an Asset Sale (or similarly defined term) shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The term "Disqualified Stock" shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91 days after the date on which the notes mature. Disqualified Stock shall not include Capital Stock which is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

        "Domestic Subsidiary" means any Restricted Subsidiary of the Issuer that was formed under the laws of the United States or any state of the United States or the District of Columbia.

        "EN BV" means Euramax Netherlands B.V.

        "equally and ratably" means, in reference to sharing of Liens or proceeds thereof as between holders of Secured Obligations within the same Class, that such Liens or proceeds:

        (1)   will be allocated and distributed first to the Secured Debt Representative for each outstanding Series of Notes Priority Debt, ABL Debt or Subordinated Lien Debt within that Class, for the account of the holders of such Series of Notes Priority Debt, ABL Debt or Subordinated Lien Debt, ratably in proportion to the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit and whether for

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payment or cash collateralization) on, each outstanding Series of Notes Priority Deb, ABL Debt or Subordinated Lien Debt within that Class when the allocation or distribution is made, and thereafter; and

        (2)   will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit and whether for payment or cash collateralization) on all outstanding Secured Obligations within that Class) to the Secured Debt Representative for each outstanding Series of Notes Priority Debt, ABL Debt or Subordinated Lien Debt within that Class, for the account of the holders of any remaining Secured Obligations within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Secured Obligations within that Class due and demanded (with written notice to the applicable Secured Debt Representative and the Collateral Trustee) prior to the date such distribution is made.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Event of Loss" means, with respect to any property or asset, any (i) loss or destruction of, or damage to, such property or assets or (ii) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

        "Excluded Contribution" means net cash proceeds received by the Issuer and its Restricted Subsidiaries as capital contributions after the date of the indenture or from the issuance or sale (other than to a Restricted Subsidiary) of Equity Interests (other than Disqualified Stock) of the Issuer (or Parent or a direct or indirect parent of the Issuer to the extent contributed to the Issuer), in each case to the extent designated as an Excluded Contribution pursuant to an Officers' Certificate and not previously included in the calculation set forth in clause (3)(b) of paragraph (A) of "Certain Covenants—Restricted Payments" for purposes of determining whether a Restricted Payment may be made.

        "Excluded Subsidiary" means any Subsidiary that is:

        (1)   a controlled foreign corporation;

        (2)   a Subsidiary of a controlled foreign corporation; and

        (3)   a Restricted Subsidiary of the Issuer; provided that (a) the total assets of all Restricted Subsidiaries that are Excluded Subsidiaries solely as a result of this clause (3), as reflected on their respective most recent balance sheets prepared in accordance with GAAP, do not in the aggregate at any time exceed $1.0 million and (b) the total revenues of all Restricted Subsidiaries that are Excluded Subsidiaries solely as a result of this clause (3) for the twelve-month period ending on the last day of the most recent fiscal quarter for which financial statements for the Issuer are available, as reflected on such income statements, do not in the aggregate exceed $5.0 million.

        For the sake of clarity, (i) New US LLC 1, which upon consummation of this offering will be a Subsidiary of New Holdco BV and (ii) New US LLC 2, which upon consummation of this offering will be a Subsidiary of EN BV, shall each be an Excluded Subsidiary, the capital stock of each will not be pledged as Collateral, and each shall not be a Guarantor.

        "fair market value" means the price that would be paid in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. For purposes of determining compliance with the provisions of the indenture described under the caption "—Certain Covenants," unless provided otherwise, any determination that the fair market value of assets other than cash or Cash Equivalents is equal to or greater than

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$20.0 million will be made by the Issuer's or Parent's Board of Directors and evidenced by a resolution thereof and set forth in an Officers' Certificate.

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, retires or redeems any Indebtedness or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, retirement or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock or Disqualified Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

        (1)   Investments, acquisitions, dispositions, mergers, consolidations, business restructurings, operational changes and any financing transactions relating to any of the foregoing (collectively, "relevant transactions"), in each case that have been made by the specified Person or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis, including Pro Forma Cost Savings; if since the beginning of such period any Person that subsequently becomes a Restricted Subsidiary of the Issuer or was merged with or into the Issuer or any Restricted Subsidiary thereof since the beginning of such period shall have made any relevant transaction that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such relevant transaction had occurred at the beginning of the applicable four-quarter period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis, including Pro Forma Cost Savings;

        (2)   the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded;

        (3)   the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

        (4)   consolidated interest expense attributable to interest on any Indebtedness (whether existing or being incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period. Interest on Indebtedness that may optionally be determined at an interest rate based on a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based on the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition.

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        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

        (1)   the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, to the extent deducted (and not added back) in computing Consolidated Net Income, including, without limitation, (a) amortization of original issue discount, (b) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (c) the interest component of any deferred payment obligations, (d) the interest component of all payments associated with Capital Lease Obligations, (e) imputed interest with respect to Attributable Debt, (f) commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and (g) net of the effect of all payments made or received pursuant to interest rate Hedging Obligations, but in each case excluding (v) accretion of accrual of discounted liabilities not constituting Indebtedness, (w) any expense resulting from the discounting of any outstanding Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (y) any expensing of bridge, commitment or other financing fees; plus

        (2)   the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

        (3)   any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

        (4)   the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, and all cash dividends on any series of preferred stock of any Restricted Subsidiary of such Person, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, less

        (5)   interest income for such period,

in each case, on a consolidated basis and in accordance with GAAP.

        "Foreign Subsidiary" means any Restricted Subsidiary of the Issuer other than a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles in the United States as in effect on the date of the indenture. For clarity purposes, in determining whether a lease is a capitalized lease or an operating lease and whether interest expense exists, such determination shall be made in accordance with GAAP as in effect on the date of the indenture. At any time after the date of the indenture, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in the indenture); provided that any such election, once made, shall be irrevocable; provided further, that any calculation or determination in the indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer's election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give notice of any such election made in accordance with this definition to the Trustee and the holders of notes.

        "General Intercreditor Agreement" means the General Intercreditor Agreement dated March 18, 2011, among the Issuer, the Guarantors, the ABL Collateral Agent and the Collateral Trustee or any

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other persons from time to time party thereto, substantially as described herein, as it may be amended or supplemented from time to time in accordance with the indenture.

        "Government Securities" means (1) securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) securities that are obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.

        "Grantors" means, collectively, the Issuer and the Guarantors.

        "Guarantee" means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

        "Guarantors" means:

        (1)   Parent;

        (2)   each direct or indirect Wholly Owned Restricted Subsidiary of the Issuer on the date of the indenture (other than Excluded Subsidiaries);

        (3)   any other Restricted Subsidiary of the Issuer that has issued a guarantee of any other Indebtedness of the Issuer or any Guarantor or otherwise is an obligor under the ABL Credit Facility; and

        (4)   any other Restricted Subsidiary of the Issuer that executes a Note Guarantee in accordance with the provisions of the indenture;

and their respective successors and assigns until released from their obligations under their Note Guarantees and the indenture in accordance with the terms of the indenture.

        "Hedge Agreement Outstanding Amount" means the aggregate amount that would be payable, as determined in the reasonable good faith judgment of each counterparty under each Hedge Agreement which constitutes Notes Priority Debt, consistent with the prevailing market practice, under and in accordance with the terms of the applicable Hedge Agreement which constitutes Notes Priority Debt if the transactions under such Hedge Agreement were terminated on the date two Business Days prior to the date of any vote requiring the Act of the Required Notes Priority Debtholders, or if the transactions under such Hedge Agreement were previously terminated, the termination amount, which remains unpaid as of the Business Day preceding any Act of Required Notes Priority Debtholders.

        "Hedge Agreements" means:

        (1)   interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging, mitigating or swapping interest rate risk either generally or under specific contingencies;

        (2)   foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging, mitigating or swapping foreign currency exchange rate risk either generally or under specific contingencies; and

        (3)   commodity swap agreements, commodity cap agreements or commodity collar agreements designed for the purpose of fixing, hedging, mitigating or swapping commodity risk either generally or under specific contingencies.

        "Hedging Obligations" means the obligations owed by the Issuer and the Guarantors to the counterparties under the Hedge Agreements, including any guarantee obligations in respect thereof.

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        "holder" means a Person in whose name a note is registered.

        "IFRS" means the international accounting standards promulgated by the International Accounting Standards Board and its predecessors, as adopted by the European Union, as in effect from time to time.

        "incur" means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Issuer and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) shall be considered an incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Fixed Charges of the Issuer or its Restricted Subsidiary as accrued and the amount of any such accretion or payment of interest in the form of additional Indebtedness or additional shares of Disqualified Stock is for all purposes included in the Indebtedness of the Issuer or its Restricted Subsidiary as accreted or paid.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

        (1)   in respect of borrowed money;

        (2)   evidenced by bonds, notes, debentures or similar instruments;

        (3)   evidenced by letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in clause (1) or (2) above or clause (4), (5), (6), (7) or (8) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the fifth business day following receipt by such Person of a demand for reimbursement;

        (4)   in respect of banker's acceptances;

        (5)   in respect of Capital Lease Obligations and Attributable Debt;

        (6)   in respect of the balance deferred and unpaid of the purchase price of any property, except (i) any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

        (7)   representing Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; or

        (8)   representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price.

In addition, the term "Indebtedness" includes (1) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and (2) to the extent not otherwise included, the Guarantee by the specified Person of any

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Indebtedness of any other Person. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Board of Directors of the Issuer or Parent.

        The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

        (1)   the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

        (2)   the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

provided that Indebtedness shall not include:

          (i)  any liability for foreign, federal, state, local or other taxes,

         (ii)  performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business,

        (iii)  any liability arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such liability is extinguished within five business days of its incurrence,

        (iv)  any liability owed to any Person in connection with workers' compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business,

         (v)  any indebtedness existing on the date of the indenture that has been satisfied and discharged or defeased by legal defeasance, or

        (vi)  agreements providing for indemnification, adjustment of purchase price or earnouts or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition or acquisition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received in connection with such transaction.

        No Indebtedness of any Person will be deemed to be contractually subordinated in right of payment to any other Indebtedness of such Person solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

        "Insolvency or Liquidation Proceeding" means:

        (1)   any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to either Issuer or any Guarantor;

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        (2)   any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to either Issuer or any Guarantor or with respect to a material portion of their respective assets;

        (3)   any liquidation, dissolution, reorganization or winding up of either Issuer or any Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

        (4)   any assignment for the benefit of creditors or any other marshalling of assets and liabilities of either Issuer or any Guarantor.

        "Intercreditor Agreements" means, collectively, the General Intercreditor Agreement and the Collateral Trust and Notes Priority Intercreditor Agreement.

        "Investment Grade Securities" means:

        (1)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof;

        (2)   debt securities or debt instruments with an investment grade rating (but not including any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries);

        (3)   investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) above which fund may also hold immaterial amounts of cash pending investment or distribution; and

        (4)   corresponding instruments in countries other than the United States customarily utilized for high quality investments.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers and trade credit in the ordinary course of business to the extent they are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Issuer or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, payroll, travel and similar advances to officers, directors and employees made in the ordinary course of business, and excluding advances set forth in the preceding parenthetical), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. In no event shall a guarantee of an operating lease of the Issuer or any Restricted Subsidiary be deemed an Investment.

        If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Investment in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person only if such Investment was made in contemplation of, or in connection with, the acquisition of such Person by the Issuer or such Restricted Subsidiary and the amount of any such Investment shall be determined as provided in

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the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including (1) any conditional sale or other title retention agreement, (2) any lease in the nature thereof, (3) any option or other agreement to sell or give a security interest and (4) any filing, authorized by or on behalf of the relevant grantor, of any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Lien Priority Confirmation" means:

        (1)   as to any additional ABL Debt, the written agreement of the holders of such additional ABL Debt, or their applicable representative, for the enforceable benefit of the ABL Collateral Agent, all existing and future holders of ABL Debt and each representative with respect thereto, the Collateral Trustee, all holders of each existing and future Notes Priority Debt, each existing and future representative with respect thereto, the Subordinated Collateral Trustee, all holders of existing and future Subordinated Lien Debt, if any, and each existing and future representative with respect thereto:

        (a)   that such representative and all other holders of obligations in respect of such ABL Debt are bound by the provisions of the General Intercreditor Agreement;

        (b)   consenting to and directing the ABL Collateral Agent to act as agent for such additional ABL Debt or such representative, as applicable, and perform its obligations under the General Intercreditor Agreement; and

        (c)   that the holders of such obligations in respect of such additional ABL Debt are bound by the General Intercreditor Agreement; and

        (2)   as to any additional Notes Priority Debt, the written agreement of the holders of such additional Notes Priority Debt, or their applicable representative, for the enforceable benefit of the Collateral Trustee, all holders of each existing and future Notes Priority Debt, each existing and future representative with respect thereto, the Subordinated Collateral Trustee, all holders of future Subordinated Lien Debt, if any, and each existing and future representative with respect thereto, the ABL Collateral Agent, all holders of ABL Debt and each representative with respect thereto:

        (a)   that such representative and all other holders of obligations in respect of such Notes Priority Debt are bound by the provisions of the Intercreditor Agreements;

        (b)   consenting to and directing the Collateral Trustee to act as agent for such additional Notes Priority Debt or such representative, as applicable, and perform its obligations under Intercreditor Agreements and the security documents related to the notes; and

        (c)   that the holders of such obligations in respect of such additional Notes Priority Debt are bound by the Intercreditor Agreements; and

        (3)   as to any Subordinated Lien Debt, if any, the written agreement of the holders of such debt, or their applicable representative, for the enforceable benefit of the Subordinated Collateral Trustee, all holders of future Subordinated Lien Debt, if any, each existing and future representative with respect thereto, the Collateral Trustee, all holders of existing and future Notes

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Priority Debt and each existing and future representative with respect thereto and the ABL Collateral Agent, all holders of ABL Debt and each representative with respect thereto:

        (a)   that such representative and all the other holders of obligations in respect of such Subordinated Lien Debt are bound by the provisions of the General Intercreditor Agreement;

        (b)   consenting to and directing the Subordinated Collateral Trustee to act as agent for such Subordinated Lien Debt or such representative, as applicable, and perform its obligations under the General Intercreditor Agreement and the applicable collateral documents; and

        (c)   that the holders of such obligations in respect of such Subordinated Lien Debt are bound by the General Intercreditor Agreement.

        "Majority Holders" means, with respect to any Series of Notes Priority Debt, the holders of more than 50% of the Notes Priority Obligations (determined as provided in the first sentence of the definition of Required Notes Priority Debtholders) in respect thereof.

        "Moody's" means Moody's Investors Service Inc. and any successor to the rating agency business thereto.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of dividends on preferred stock.

        "Net Proceeds" means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale and the sale or other disposition of any non-cash consideration, including, without limitation, legal, accounting and investment banking fees, and brokerage or sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, as well as any other reserve established in accordance with GAAP related to pension and other post-employment benefit liabilities, liabilities related to environmental matters, or any indemnification obligations associated with such transaction and (5) in the case of Net Proceeds relating to an Event of Loss, the amount of any insurance recovery that would otherwise constitute Net Proceeds shall be reduced by the amount of cash invested by the Issuer to rebuild, replace, repair, restore or reconstruct prior to receipt of such insurance proceeds.

        "New Holdco BV" means Gaula Holding B.v., a private company with limited liability formed under the laws of the Netherlands and acquired by the Issuer in connection with the planned restructuring of the Issuer's Foreign Subsidiaries.

        "New US LLC 1" means Emax Products LLC, a limited liability company organized under the laws of the State of Delaware formed by the Issuer in connection with the planned restructuring of the Issuer's Foreign Subsidiaries.

        "New US LLC 2" means EMAX Metals LLC, a limited liability company organized under the laws of the State of Delaware formed by EN BV in connection with the planned restructuring of the Issuer's Foreign Subsidiaries.

        "New York Uniform Commercial Code" means the Uniform Commercial Code as in effect from time to time in the State of New York.

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        "note documents" means the indenture, the notes and the security documents related to the notes, each as amended or supplemented in accordance with the terms thereof.

        "Note Guarantee" means a Guarantee of the notes pursuant to the indenture.

        "Notes Priority Collateral" means all of the assets of the Issuer and the Guarantors including real estate equipment and intellectual property, other than the ABL Priority Collateral and Excluded Assets and subject to certain exceptions set forth in the General Intercreditor Agreement.

        "Notes Priority Debt" means the indenture, the notes and, to the extent issued or outstanding, any Indebtedness or Hedging Obligations of the Issuer or Guarantors designated as such by the Issuer in writing to the Collateral Trustee, the Subordinated Collateral Trustee and the ABL Collateral Agent; provided that:

        (1)   on or before the date on which such Indebtedness or Hedging Obligation is incurred, an officer's certificate is delivered to the Collateral Trustee, the Subordinated Collateral Trustee, if any, and the ABL Collateral Agent designating such Indebtedness as "Notes Priority Debt" for the purposes of the Notes Priority Documents and the Subordinated Lien Documents, if any, and the ABL Documents;

        (2)   such Indebtedness or Hedging Obligation is evidenced or governed by an indenture, credit agreement, loan agreement, note agreement, promissory note or other agreement or instrument that includes a Lien Priority Confirmation;

        (3)   such Indebtedness or Hedging Obligation is designated as Notes Priority Debt in accordance with the requirements of the Collateral Trust and Notes Priority Intercreditor Agreement; and

        (4)   at the time of the incurrence thereof, the applicable Notes Priority Debt may be incurred (and secured as contemplated in the Collateral Trust and Notes Priority Intercreditor Agreement) without violating the terms of any Notes Priority Document, Subordinated Lien Document, if any, and any ABL Document or causing any default thereunder.

        "Notes Priority Documents" means, collectively, the indenture, the notes, the security documents and each of the other agreements, documents and instruments (including, without limitation, any agreement in respect of any Hedging Obligations) providing for or evidencing any other Notes Priority Obligations, and any other document or instrument executed or delivered at any time in connection with any Notes Priority Obligations, including any intercreditor or joinder agreement among holders of Notes Priority Obligations, to the extent such are effective at the relevant time, in each case as each may be amended, restated, supplemented, modified, renewed, extended or refinanced from time to time, and any other credit agreement, indenture or other agreement, document or instrument evidencing, governing, relating to or securing any Notes Priority Debt.

        "Notes Priority Obligations" means, subject to the terms and conditions in the Collateral Trust and Notes Priority Intercreditor Agreement, (i) all guarantee obligations, fees, expenses and all other obligations under the Notes Priority Documents, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding, (ii) all obligations under the Indenture and the notes and (iii) all obligations arising with respect to any Notes Priority Debt.

        "Notes Priority Representative" means:

        (1)   in the case of the indenture, the Trustee; or

        (2)   in the case of any other Series of Notes Priority Debt, the respective creditor or any trustee, agent or representative thereof designated as such in the respective Series of Notes Priority Debt.

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        "Obligations" means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities (including all interest, fees and expenses accruing after the commencement of any Insolvency or Liquidation Proceeding, even if such interest, fees and expenses are not enforceable, allowable or allowed as a claim in such proceeding) under any ABL Documents, Secured Debt Documents or Notes Priority Documents, as the case may be.

        "Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Director of Financial Planning and Analysis, the Treasurer, any Assistant Treasurer, the Controller, the General Counsel, the Secretary, any Executive Vice President, any Senior Vice President, any Vice President or any Assistant Vice President of such Person.

        "Officers' Certificate" means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal operating officer, the principal financial officer, the treasurer, the principal accounting officer, the Director of Financial Planning and Analysis or the general counsel of the Issuer that meets the requirements of the indenture.

        "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Issuer, any Subsidiary of the Issuer or the Trustee) that meets the requirements of the indenture.

        "parent of the Issuer" means any one or more parents of the Issuer, including, without limitation, Euramax Holdings, Inc. and any Subsidiary of Euramax Holdings, Inc. that owns, directly or indirectly, all or any portion of the Capital Stock of the Issuer.

        "Permitted Asset Swap" means the concurrent purchase and sale or exchange of Replacement Assets or a combination of Replacement Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person that is not the Issuer or any of its Restricted Subsidiaries; provided that (i) any cash or Cash Equivalents received must be applied in accordance with the covenant described under "—Repurchase at the Option of Holders—Asset Sales" and (ii) such Replacement Assets constitute ABL Collateral or Notes Priority Collateral to the extent the assets or property so replaced constituted such Collateral, as applicable.

        "Permitted Group" means any group of investors that is deemed to be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act), as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Permitted Holders) beneficially owns (together with its Affiliates) more of the Voting Stock of the Issuer that is beneficially owned by such group of investors than is then collectively beneficially owned by the Permitted Holders in the aggregate.

        "Permitted Business" means any business conducted or proposed to be conducted (as described in the offering memorandum) by the Issuer and its Restricted Subsidiaries on the date of the indenture and other businesses reasonably related, complementary or ancillary thereto and reasonable expansions or extensions thereof.

        "Permitted Holder" means any officer of Parent or the Issuer who owns shares of Parent's common stock on the issue date of the indenture, and their family members and relatives and any trusts created for the benefit of such persons and/or their family members and relatives and any estate, executor, administrator or other personal representative or beneficiary of any of the foregoing.

        "Permitted Investments" means:

        (1)   any Investment in the Issuer or a Restricted Subsidiary of the Issuer, including any investment in the notes or the guarantees thereof; provided that Investments by the Issuer or any Subsidiary Guarantor in a Restricted Subsidiary that is not a Guarantor shall not exceed an aggregate amount of $35.0 million at any one time outstanding (for clarification, this proviso will

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not limit Investments by a Restricted Subsidiary that is not a Guarantor in a Restricted Subsidiary that is not a Guarantor);

        (2)   any Investment in cash or Cash Equivalents or Investment Grade Securities;

        (3)   (A) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment:

        (a)   such Person becomes a Subsidiary Guarantor; or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Subsidiary Guarantor;

and, in each case, any Investment held by such Person, provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; and

        (B)  any Investment by a Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor in a Person, if as a result of such Investment:

        (a)   such Person becomes a Restricted Subsidiary of the Issuer; or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

and, in each case, any Investment held by such Person, provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; and

        (4)   any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales" or from any other disposition of assets not constituting an Asset Sale;

        (5)   Investments to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer, Parent or any direct or indirect parent of the Issuer;

        (6)   Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

        (7)   Investments received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business;

        (8)   loans or advances to employees of the Issuer or any of its Restricted Subsidiaries that are approved by a majority of the disinterested members of the Board of Directors of the Issuer or Parent, in an aggregate principal amount of $2.5 million at any one time outstanding;

        (9)   Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

        (10) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (10) since the date of the indenture, not to exceed the greater of (x) $35.0 million and (y) 5.0% of the Issuer's Consolidated Total Assets at the time of such Investment;

        (11) any Investment existing on the date of the indenture;

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        (12) any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

        (13) guarantees of Indebtedness of the Issuer or any Restricted Subsidiary which Indebtedness is permitted under the covenant described in "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (14) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

        (15) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business; and

        (16) in connection with the Refinancing Transaction and the related restructuring of the Issuer's Foreign Subsidiaries, the following Investments: (i) a capital contribution by the Issuer to New Holdco BV in an amount necessary to repay the euro-denominated debt of EN BV, a Subsidiary of the Issuer, together with accrued and unpaid interest, outstanding as of the Issue Date; (ii) a capital contribution by the Issuer to New US LLC 1 in an amount necessary to repay the GBP-denominated debt of Euramax Holdings Limited, a Subsidiary of the Issuer, together with accrued and unpaid interest, outstanding as of the Issue Date; (iii) the contribution by the Issuer of its interest in New US LLC 1 to New Holdco BV; (iv) the contribution by the Issuer of its interest in Euramax International Holdings Limited to New US LLC 1; and (v) a loan by the Issuer of up to $230.0 million to New Holdco BV so long as an amount equal to the amount of such loan is distributed or dividended to the Issuer on or within 30 days following the date of the indenture.

        "Permitted Liens" means:

        (1)   Liens on Collateral securing ABL Debt and other ABL Obligations, incurred under clauses (1) and (11) of the definition of "Permitted Debt" under the covenant "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (2)   Liens on Collateral securing the notes issued on the date of the indenture and related guarantees (including liens on any exchange notes and exchange guarantees issued pursuant to the Registration Rights Agreement);

        (3)   Liens in favor of the Issuer or any Restricted Subsidiary;

        (4)   Liens on property or Capital Stock of a Person existing at the time such Person is acquired by, merged with or into or consolidated, combined or amalgamated with the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to, and were not incurred in connection with or in contemplation of, such merger, acquisition, consolidation, combination or amalgamation and do not extend to any assets other than those of the Person acquired by or merged into or consolidated, combined or amalgamated with the Issuer or the Restricted Subsidiary;

        (5)   Liens on property existing at the time of acquisition thereof by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to, and were not incurred in connection with or in contemplation of, such acquisition and do not extend to any property other than the property so acquired by the Issuer or the Restricted Subsidiary;

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        (6)   Liens existing on the date of the indenture, other than liens to secure the notes issued on the date of the indenture or to secure Obligations under the ABL Credit Facility outstanding on the date of the indenture;

        (7)   Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture (other than ABL Debt); provided that (a) the new Lien shall be limited to all or part of the same property and assets that secured the original Lien, and (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

        (8)   Liens to secure Indebtedness (including Capital Lease Obligations) permitted by the provision described in clause (5) of the second paragraph of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or improvement;

        (9)   Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security and employee health and disability benefits;

        (10) Liens to secure the performance of bids, tenders, completion guarantees, public or statutory obligations, surety or appeal bonds, bid leases, performance bonds, reimbursement obligations under letters of credit that do not constitute Indebtedness or other obligations of a like nature, and deposits as security for contested taxes or for the payment of rent, in each case incurred in the ordinary course of business;

        (11) Liens for taxes, assessments or governmental charges or claims that are (i) not yet overdue or payable or (ii) subject to penalties for nonpayment or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and which proceedings have the effect of preventing the forfeiture or sale of real property Collateral subject to such Liens; provided that any reserve or other appropriate provision required under GAAP has been made therefor;

        (12) carriers', warehousemen's, landlords', mechanics', suppliers', materialmen's and repairmen's and similar Liens, or Liens in favor of customs or revenue authorities or freight forwarders or handlers to secure payment of customs duties, in each case (whether imposed by law or agreement) incurred in the ordinary course of business;

        (13) licenses, entitlements, servitudes, easements, rights-of-way, restrictions, reservations, covenants, conditions, utility agreements, rights of others to use sewers, electric lines and telegraph and telephone lines, minor imperfections of title, minor survey defects, minor encumbrances or other similar restrictions on the use of any real property, including zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business, that were not incurred in connection with Indebtedness and do not, in the aggregate, materially diminish the value of said properties or materially interfere with their use in the operation of the business of the Issuer or any of its Restricted Subsidiaries;

        (14) leases, subleases, licenses, sublicenses or other occupancy agreements granted to others in the ordinary course of business which do not secure any Indebtedness and which do not materially interfere with the ordinary course of business of the Issuer or any of its Restricted Subsidiaries;

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        (15) with respect to any leasehold interest where the Issuer or any Restricted Subsidiary of the Issuer is a lessee, tenant, subtenant or other occupant, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or sublandlord of such leased real property encumbering such landlord's or sublandlord's interest in such leased real property;

        (16) Liens arising from Uniform Commercial Code financing statement filings regarding precautionary filings, consignment arrangements or operating leases entered into by the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business;

        (17) Liens (i) of a collection bank arising under Section 4-210 of the New York Uniform Commercial Code on items in the course of collection, (ii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) within general parameters customary in the banking industry or (iii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business;

        (18) Liens securing judgments for the payment of money not constituting an Event of Default under the indenture pursuant to clause (6) under "Events of Default and Remedies," so long as such Liens are adequately bonded;

        (19) deposits made in the ordinary course of business to secure liability to insurance carriers;

        (20) Liens arising out of conditional sale, title retention, consignment or similar arrangements, or that are contractual rights of set-off, relating to the sale or purchase of goods entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

        (21) Liens arising under any Permitted Receivables Financing;

        (22) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement permitted under the indenture;

        (23) any extension, renewal or replacement, in whole or in part of any Lien described in clauses (4), (5), (6), (7), (12) through (15), (17), (18) and (22) through (29) of this definition of "Permitted Liens"; provided that any such extension, renewal or replacement is no more restrictive in any material respect than any Lien so extended, renewed or replaced and does not extend to any additional property or assets;

        (24) Liens on cash or cash equivalents securing Hedging Obligations in existence on the date of the indenture;

        (25) Liens other than any of the foregoing incurred by the Issuer or any Restricted Subsidiary of the Issuer with respect to Indebtedness or other obligations that do not, in the aggregate, exceed $10.0 million at any one time outstanding (which Indebtedness may constitute Notes Priority Debt or Subordinated Lien Debt);

        (26) Liens on Capital Stock issued by, or any property or assets of, any Foreign Subsidiary, New US LLC 1 and/or New US LLC 2 securing (a) Indebtedness incurred by a Foreign Subsidiary, New US LLC 1 and/or New US LLC 2 in compliance with the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" or (b) Hedging Obligations;

        (27) Liens deemed to exist in connection with Investments in repurchase agreements permitted under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

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        (28) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

        (29) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement not prohibited by the indenture; and

        (30) Liens securing Indebtedness in an aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the application of the net proceeds therefrom) not exceeding the Secured Debt Cap.

        The Issuer may classify (or later reclassify) any Lien in any one or more of the above categories (including in part in one category and in part another category).

        "Permitted Receivables Financing" means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable of the Issuer or any of its Restricted Subsidiaries and enters into a third party financing thereof on terms that the Board of Directors of the Issuer or Parent has concluded are customary and market terms fair to the Issuer and its Restricted Subsidiaries.

        "Permitted Refinancing Indebtedness" means:

        (A)  any Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than Disqualified Stock) issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than Disqualified Stock and intercompany Indebtedness); provided that:

        (1)   the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith);

        (2)   such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

        (3)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is contractually subordinated in right of payment to the notes or the Note Guarantees, such Permitted Refinancing Indebtedness is contractually subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

        (4)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu in right of payment with, or subordinated in right of payment to, the notes or such Note Guarantees; and

        (5)   such Indebtedness is incurred either (a) by the Issuer or any Subsidiary Guarantor or (b) by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

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        (B)  any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace or refund other Disqualified Stock of the Issuer or any of its Restricted Subsidiaries (other than Disqualified Stock held by the Issuer or any of its Restricted Subsidiaries); provided that:

        (1)   the liquidation or face value of such Permitted Refinancing Indebtedness does not exceed the liquidation or face value of the Disqualified Stock so extended, refinanced, renewed, replaced or refunded (plus all accrued dividends thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith);

        (2)   such Permitted Refinancing Indebtedness has a final redemption date later than the final redemption date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Disqualified Stock being extended, refinanced, renewed, replaced or refunded;

        (3)   such Permitted Refinancing Indebtedness has a final redemption date later than the final maturity date of, and is contractually subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Disqualified Stock being extended, refinanced, renewed, replaced or refunded;

        (4)   such Permitted Refinancing Indebtedness is not redeemable at the option of the holder thereof or mandatorily redeemable prior to the final maturity of the Disqualified Stock being extended, refinanced, renewed, replaced or refunded; and

        (5)   such Disqualified Stock is issued either (a) by the Issuer or any Subsidiary Guarantor or (b) by the Restricted Subsidiary that is the issuer of the Disqualified Stock being extended, refinanced, renewed, replaced or refunded.

        "Person" means any individual, corporation, partnership, joint venture, association, jointstock company, trust, unincorporated organization, limited liability company or government or other entity.

        "preferred stock" means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

        "Pro Forma Cost Savings" means, with respect to any period, the reduction in net costs, integration and other synergies (including, without limitation, improvements to gross margins) and related adjustments that (1) are directly attributable to an acquisition that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Calculation Date and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the date of the indenture, (2) were actually implemented with respect to any acquisition within 12 months after the date of the acquisition and prior to the Calculation Date that are supportable and quantifiable by underlying accounting records or (3) the Issuer reasonably determines are expected to be realized within 12 months of the Calculation Date and, in the case of each of (1), (2) and (3), are described, as provided below, in an Officers' Certificate, as if all such reductions in costs and integration and other synergies had been effected as of the beginning of such period. Pro Forma Cost Savings described above shall be established by a certificate delivered to the Trustee from the Issuer's Chief Financial Officer or another Officer authorized by the Board of Directors of the Issuer or Parent to deliver an Officers' Certificate under the indenture that outlines the specific actions taken or to be taken and the benefit achieved or to be achieved from each such action and, in the case of clause (3) above, that states such benefits have been determined to be probable. Notwithstanding the foregoing, the aggregate Pro Forma Cost Savings taken into account in any determination of the Fixed Charge Coverage Ratio or the Secured Debt Ratio, exclusive of Pro Forma Cost Savings consistent with

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Regulation S-X under the Securities Act, shall not exceed 10.0% of Consolidated Cash Flow as measured without giving effect to any Pro Forma Cost Savings.

        "Qualified Equity Offering" means (1) any public offering or private placement of Capital Stock (other than Disqualified Stock) of the Issuer, Parent or any other direct or indirect parent of the Issuer (other than Capital Stock sold to the Issuer or a Subsidiary of the Issuer); provided that if such public offering or private placement is of Capital Stock of Parent or any other direct or indirect parent of the Issuer, the term "Qualified Equity Offering" shall refer to the portion of the net cash proceeds therefrom that has been contributed to the equity capital of the Issuer or (2) the contribution of cash to the Issuer as an equity capital contribution.

        "Rating Agency" means each of (1) S&P, (2) Moody's and (3) if either S&P or Moody's no longer provide ratings, any other ratings agency which is nationally recognized for rating debt securities.

        "Refinancing Transaction" includes the issuance of notes (and the consummation of the exchange offer in respect thereof pursuant to the Registration Rights Agreement), the execution and delivery of and the entry into the ABL Facility, the incurrence of the Senior Unsecured Loan, the execution and delivery of the related documentation, the exchange by certain of the Issuer's existing lenders of a portion of their existing loans for a portion of the Senior Unsecured Loans and the use of proceeds in respect of the foregoing as described in this offering memorandum under "Use of Proceeds."

        "Registration Rights Agreement" means the Registration Rights Agreement dated as of the date of the indenture among the Issuer, the Guarantors and the initial purchasers of the notes, as amended, modified, replaced and supplemented from time to time.

        "Replacement Assets" means (1) tangible assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

        "Required Notes Priority Debtholders" means, at any time, the holders of a majority in aggregate principal amount of all Notes Priority Debt then outstanding, calculated in accordance with the provisions described in "Security—Collateral Trust and Notes Priority Intercreditor Agreement—Voting." For purposes of this definition, Notes Priority Debt registered in the name of, or beneficially owned by, any issuer thereof, any guarantor thereof or any Affiliate of any issuer or any guarantor thereof will be deemed not to be outstanding.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to the rating agency business thereto.

        "Sale and Leaseback Transaction" means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof.

        "Sale of a Subsidiary Guarantor" means any Asset Sale to the extent involving (1) a sale, lease, conveyance or other disposition of a majority of the Capital Stock of a Subsidiary Guarantor or (2) the issuance of Equity Interests by a Subsidiary Guarantor, other than (a) an issuance of Equity Interests by a Subsidiary Guarantor to the Issuer or another Subsidiary Guarantor and (b) an issuance of directors' qualifying shares.

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        "Secured Debt Cap" means, as of any date of determination, the amount of Notes Priority Debt and Subordinated Lien Debt that may be incurred by the Issuer or any of the Subsidiary Guarantors under the first paragraph and clause (12) of the second paragraph of the covenant "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" that is concurrently secured by Liens on the Collateral such that, after giving pro forma effect to the incurrence of any Indebtedness and the application of the Net Proceeds therefrom, the Secured Debt Ratio would not exceed 3.75 to 1.0. For purposes of this calculation, the amount of Indebtedness outstanding as of any date of determination shall not include any Indebtedness that consists solely of Hedging Obligations that are or were incurred in the normal course of business and not for speculative purposes.

        "Secured Debt Documents" means ABL Documents, Notes Priority Documents and Subordinated Lien Documents.

        "Secured Debt Ratio" means, as of any date of determination, the ratio of Consolidated Secured Indebtedness of the Issuer and its Restricted Subsidiaries as of that date to the Issuer's Consolidated Cash Flow for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination, with such adjustments to the amount of such Indebtedness and Consolidated Cash Flow as are consistent with the adjustment provisions set forth in the definition of "Fixed Charge Coverage Ratio." For purposes of this calculation, (i) the amount of ABL Debt outstanding as of any date of determination shall include the amount available for borrowing thereunder whether or not borrowed and (ii) any Indebtedness that consists solely of Hedging Obligations that are incurred in the normal course of business and not for speculative purposes shall be excluded.

        "Secured Debt Representative" means each ABL Representative, Notes Priority Representative and Subordinated Lien Representative.

        "Secured Obligations" means ABL Obligations, Notes Priority Obligations and Subordinated Lien Obligations.

        "Securitization Subsidiary" means a Subsidiary of the Issuer

        (1)   that is designated a "Securitization Subsidiary" by the Board of Directors of the Issuer or Parent,

        (2)   that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

        (3)   no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

        (a)   is Guaranteed by the Issuer, any Guarantor or any Restricted Subsidiary of the Issuer,

        (b)   is recourse to or obligates the Issuer, any Guarantor or any Restricted Subsidiary of the Issuer in any way, or

        (c)   subjects any property or asset of the Issuer, any Guarantor or any Restricted Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and

        (4)   with respect to which neither the Issuer, any Guarantor nor any Restricted Subsidiary of the Issuer (other than an Unrestricted Subsidiary) has any obligation to maintain or preserve such its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

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        "security documents" means the Intercreditor Agreements, each Lien Priority Confirmation with respect to Notes Priority Debt, and all security agreements, pledge agreements, mortgages, deeds of trust, collateral assignments, collateral agency agreements, debentures, control agreements or other grants or transfers for security executed and delivered by the Issuer or any Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the terms of the Intercreditor Agreements.

        "Senior Unsecured Loan" means that certain Credit and Guaranty Agreement dated as of March 3, 2011 by and among the Issuer, Euramax Holdings, Inc., certain Subsidiaries of the Issuer, and the lenders party thereto from time to time for $125.0 million in aggregate principal amount of borrowings and any related notes, guarantees, instruments and agreements executed in connection therewith, and in each case as further amended, restated, adjusted, waived, renewed, modified, refunded, replaced, restated, restructured, increased, supplemented or refinanced in whole or in part from time to time, regardless of whether such amendment, restatement, adjustment, waiver, modification, renewal, refunding, replacement, restatement, restructuring, increase, supplement or refinancing is with the same financial institutions (whether as agents or lenders) or otherwise and any one or more indentures, note purchase agreements, credit facilities, commercial paper facilities, or other financing arrangements or agreements that replace, refund or refinance all or any part of the loans, notes, or other commitments thereunder, including any such replacement, refunding or refinancing facility or indenture or other financing arrangements or agreements that increases the amount borrowable or issuable thereunder or alters the maturity thereof.

        "Series of ABL Debt" means, severally, (i) Indebtedness under the ABL Credit Facility, (ii) all other Hedging Obligations that constitute ABL Debt and (iii) each separate issue of Indebtedness which constitutes ABL Debt.

        "Series of Notes Priority Debt" means, severally, the notes and any additional notes, any other Credit Facilities (other than the ABL Credit Facility or Subordinated Lien Debt, if any) and other Indebtedness or Hedging Obligations that constitutes Notes Priority Debt.

        "Series of Secured Debt" means each Series of ABL Debt, each Series of Notes Priority Debt and each Series of Subordinated Lien Debt.

        "Series of Subordinated Lien Debt" means, severally, each issue or series of Subordinated Lien Debt for which a single transfer register is maintained.

        "Significant Subsidiary" means any Restricted Subsidiary that would constitute a "significant subsidiary" within the meaning of Article 1 of Regulation S-X under the Securities Act.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Stockholders Agreement" means the Stockholders Agreement dated as of June 29, 2009, among Parent and the stockholders named therein, as such agreement may be amended, restated, supplemented, modified and/or replaced from time to time.

        "Subordinated Collateral Trustee" means Wells Fargo Bank, National Association, as collateral trustee for the holders of Subordinated Lien Obligations, if any.

        "Subordinated Lien" means a Lien granted by a Subordinated Lien Document to the Subordinated Collateral Trustee, at any time, upon any property of the Issuer or any Guarantor to secure Subordinated Lien Obligations.

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        "Subordinated Lien Debt" means:

        (1)   any Indebtedness (including letters of credit and reimbursement obligations with respect thereto) of the Issuer or any Guarantor that is secured on a subordinated basis to the Notes Priority Debt by a Subordinated Lien that was permitted to be incurred and so secured under each applicable Subordinated Lien Document; provided that:

        (a)   on or before the date on which such Indebtedness is incurred by the Issuer or such Guarantor, such Indebtedness is designated by the Issuer or Guarantor, as applicable, in an Officers' Certificate delivered to the Subordinated Collateral Trustee, Collateral Trustee and the ABL Collateral Agent, as "Subordinated Lien Debt" for the purposes of the indenture and the General Intercreditor Agreement; provided that no Series of Secured Debt may be designated as both Subordinated Lien Debt and either ABL Debt or Notes Priority Debt;

        (b)   such Indebtedness is governed by an indenture, credit agreement or other agreement that includes a Lien Priority Confirmation; and

        (c)   all requirements set forth in the General Intercreditor Agreement as to the confirmation, grant or perfection of the Collateral Trustee's Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (1) will be conclusively established if the Issuer delivers to the Collateral Trustee an Officers' Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is "Subordinated Lien Debt"); and

        (2)   Hedging Obligations of the Issuer or any Guarantor incurred in accordance with the terms of the Subordinated Lien Documents; provided that:

        (a)   on or before or within thirty (30) days after the date on which such Hedging Obligations are incurred by the Issuer or Guarantor (or on or within thirty (30) days after the date of the indenture for Hedging Obligations in existence on the date of the indenture), such Hedging Obligations are designated by the Issuer or Guarantor, as applicable, in an Officers' Certificate delivered to the Collateral Trustee, as "Subordinated Lien Debt" for the purposes of the Subordinated Lien Documents; provided that no Hedging Obligation may be designated as both Subordinated Lien Debt and either ABL Debt or Notes Priority Debt;

        (b)   the counterparty in respect of such Hedging Obligations, in its capacity as a holder or beneficiary of such Subordinated Lien, executes and delivers a joinder to the General Intercreditor Agreement in accordance with the terms thereof or otherwise becomes subject to the terms of the General Intercreditor Agreement; and

        (c)   all other requirements set forth in the General Intercreditor Agreement have been complied with (and the satisfaction of such requirements will be conclusively established if the Issuer delivers to the Collateral Trustee an Officers' Certificate stating that such requirements and other provisions have been satisfied and that such Hedging Obligations are "Subordinated Lien Debt").

        (3)   For purposes of the definition of "Restricted Payments," the Senior Unsecured Loan.

        "Subordinated Lien Documents" means, collectively, any indenture, credit agreement or other agreement governing each Series of Subordinated Lien Debt and the security documents related thereto (other than any security documents that do not secure Subordinated Lien Obligations), in each case as such documents may be amended, restated, modified or supplemented from time to time in accordance with their terms.

        "Subordinated Lien Obligations" means Subordinated Lien Debt and all other Obligations in respect thereof.

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        "Subordinated Lien Representative" means, in the case of any future Series of Subordinated Lien Debt, the Trustee, agent or representative of the holders of such Series of Subordinated Lien Debt that (1) is appointed as a Subordinated Lien Representative (for purposes related to the administration of the security documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Subordinated Lien Debt, together with its successors in such capacity, and (2) has become a party to the General Intercreditor Agreement (by executing a joinder in the form required under the General Intercreditor Agreement) and any other intercreditor agreement, if applicable.

        "Subordinated Trustee" means Wells Fargo Bank, National Association, as trustee for the holders of Subordinated Lien Obligations, if any.

        "Subsidiary" means, with respect to any specified Person:

        (1)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person (or a combination thereof); and

        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a subsidiary of such Person or (b) the only general partners of which are such Person or one or more subsidiaries of such Person (or any combination thereof).

        "Subsidiary Guarantor" means a Guarantor that is a Restricted Subsidiary of the Issuer.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 1, 2013; provided, however, that if the period from the redemption date to April 1, 2013, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Triggering Event" means a default under (a) the ABL Credit Facility, the indenture, the notes, the Guarantees or the security documents or (b) at such time as the ABL Credit Facility and the indenture are no longer effective, any then effective ABL Document or Notes Priority Document.

        "Uniform Commercial Code" means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

        "Unrestricted Subsidiary" means (i) any Securitization Subsidiary and (ii) any Subsidiary of the Issuer that is designated as an Unrestricted Subsidiary pursuant to a resolution of the Issuer's or Parent's Board of Directors in compliance with the covenant described under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," and any Subsidiary of such Subsidiary.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Stock at any date, the number of years obtained by dividing:

        (1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or liquidation or face value, including payment at final maturity or redemption, in respect thereof, by (b) the

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number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

        (2)   the then outstanding principal or liquidation or face value amount of such Indebtedness or Disqualified Stock.

        "Wholly Owned Restricted Subsidiary" of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares or Investments by foreign nationals mandated by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

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CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

        The following summary describes certain United States federal income tax consequences and, in the case of a Non-U.S. Holder (as defined below), certain United States federal estate tax consequences, of purchasing, owning and disposing of the notes and of the exchange of the outstanding notes for the exchange notes. This summary applies to you only if you are a beneficial owner of an exchange note or of an outstanding note who holds the exchange note or the outstanding note as a capital asset within the meaning of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), (generally, investment property).

        This summary does not discuss considerations or consequences relevant to persons subject to special provisions of United States federal tax law, such as:

•

dealers in securities or currencies;

•

traders in securities;

•

U.S. Holders (as defined below) whose functional currency is not the United States dollar;

•

persons holding exchange notes or outstanding notes as part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security;

•

persons subject to the alternative minimum tax;

•

persons subject to unearned income Medicare contribution tax;

•

United States expatriates;

•

financial institutions;

•

insurance companies;

•

controlled foreign corporations and passive foreign investment companies, and shareholders of such corporations;

•

regulated investment companies;

•

real estate investment trusts;

•

entities that are tax-exempt for United States federal income tax purposes and retirement plans, individual retirement accounts and tax-deferred accounts; and;

•

pass-through entities, including entities classified as partnerships for United States federal income tax purposes, and beneficial owners of pass-through entities.

        If an entity or arrangement classified as a partnership for United States federal income tax purposes holds outstanding notes or exchange notes, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. If you are an entity or arrangement classified as a partnership for United States federal income tax purposes, or a partner in such partnership, you should consult your own tax advisor regarding the United States federal income and estate tax consequences of purchasing, owning and disposing of the outstanding notes or the exchange notes.

        This summary does not discuss all of the aspects of United States federal income and estate taxation that may be relevant to you in light of your particular investment or other circumstances. In addition, this summary does not discuss any other United States federal tax consequences (such as gift tax consequences) or United States state or local income or foreign income or other tax consequences. This summary is based on United States federal income and estate tax law, including the provisions of the Internal Revenue Code, Treasury regulations, administrative rulings and judicial authority, all as in effect or in existence as of the date of this prospectus memorandum. Subsequent developments in

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United States federal income and estate tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the United States federal income and estate tax consequences of purchasing, owning and disposing of outstanding notes or the exchange notes. Before you purchase notes, or exchange outstanding notes for exchange notes, you should consult your own tax advisor regarding the particular United States federal, state and local and foreign income and other tax consequences of acquiring, owning and disposing of the exchange notes that may be applicable to you.

Exchange Offer

        The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes and, accordingly, you will not recognize any taxable gain or loss as a result of the exchange, you will have the same tax basis in the exchange notes immediately after the exchange as your tax basis in the outstanding notes immediately before the exchange and your holding period for the exchange notes will include the period during which you held the outstanding notes exchanged therefor.

U.S. Holders

        The following summary applies to you only if you are a "U.S. Holder." As used in this summary, the term U.S. Holder means a beneficial owner of an outstanding note or an exchange note or notes that is for United States federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity classified as a corporation for such purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate, the income of which is subject to United States federal income taxation regardless of the source of that income; or

•

a trust, if (1) a United States court is able to exercise primary supervision over the trust's administration and one or more "United States persons" (within the meaning of the Internal Revenue Code) has the authority to control all of the trust's substantial decisions, or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a "United States person."

Stated Interest.

        Stated interest on your exchange notes will be taxable to you as ordinary interest income at the time it is paid or accrued in accordance with your usual method of accounting for United States federal income tax purposes.

Market Discount.

        If you purchase an exchange note (or purchased an outstanding note for which the exchange note was exchanged, as the case may be) at a price that is less than its "stated redemption price at maturity" (as defined below), the excess of the stated redemption price at maturity over your purchase price will be treated as "market discount". However, the market discount will be considered to be zero if on the date of purchase it is less than the statutory de minimis amount equal to ¹/4 of 1% of the stated redemption price at maturity of the exchange note multiplied by the number of complete years to maturity from the date you purchased the exchange note (or the date you purchased an outstanding note for which the exchange note was exchanged, as the case may be). For this purpose, the stated redemption price at maturity of an exchange note includes all payments on the exchange note (including, for this purpose, all payments on an outstanding note for which the exchange note was

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exchanged) other than payments of "qualified stated interest." Stated interest on the outstanding notes and exchange notes is treated as qualified stated interest.

        Under the market discount rules of the Internal Revenue Code, you generally will be required to treat any gain recognized on the retirement, sale, redemption, exchange or other taxable disposition of an exchange note as ordinary income (generally treated as interest income) to the extent of the market discount which accrued but was not previously included in income. In addition, you may be required to defer, until the maturity of the exchange note or its earlier disposition in a taxable transaction, the deduction of all or a portion of your interest expense on any indebtedness incurred or continued to purchase or carry the exchange note (or an outstanding note for which the exchange note was exchanged, as the case may be). In general, market discount will be considered to accrue ratably during the period from the date you purchased the exchange note (or the date you purchased the outstanding note for which the exchange note was exchanged, as the case may be) to the maturity date of the exchange note, unless you make an irrevocable election (on an instrument-by-instrument basis) to accrue market discount under a constant yield method. Alternatively, you may elect to include market discount in income currently as it accrues (under either a ratable or constant yield method), in which case the rules described above regarding the treatment of any gain recognized upon the retirement or disposition of the exchange note and the deferral of interest deductions will not apply. The election to include market discount in income currently, once made, applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the IRS.

Bond Premium.

        If you purchase an exchange note (or purchased an outstanding note for which the exchange note was exchanged, as the case may be) for an amount in excess of the amount payable at maturity of the exchange note (or on an earlier call date if it results in a smaller excess), you will be considered to have "bond premium" equal to such excess. You may be able to elect to amortize this premium using a constant yield method over the term of the exchange note (or until an earlier call date, as applicable). The amortized amount of the premium for a taxable year generally will be treated first as a reduction of interest on the exchange note (or on the outstanding note for which the exchange note was exchanged, as the case may be) included in such taxable year to the extent thereof, then as a deduction allowed in that taxable year to the extent of the your prior interest inclusions on the exchange note (or on the outstanding note for which the exchange note was exchanged, as the case may be), and finally as a carryforward allowable against your future interest inclusions on the exchange note. You must reduce the tax basis in your exchange note (or in the outstanding note for which the exchange note was exchanged, as the case may be) by the amount of the premium so amortized. The election to amortize premium on a constant yield method, once made, applies to all debt obligations held or subsequently acquired by you on or after the first day of the taxable year to which the election applies and may not be revoked without the consent of the IRS. You should consult your own tax advisor concerning the computation and amortization of any bond premium on the exchange notes.

Constant Yield Election.

        As an alternative to the above-described rules for including stated interest and any market discount in income and amortizing any bond premium, you may elect to include in gross income all interest that accrues on an exchange note, including stated interest, any market discount (including any de minimis market discount) and adjustments for any bond premium, on the constant yield method. If you were to make this election with respect to an exchange note having market discount, you would be deemed to have made an election to include market discount in income currently (as discussed above) which, as discussed above, will apply to all debt instruments held or subsequently acquired by you. If you were to make this election with respect to an exchange note having bond premium, you would be

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deemed to have made an election to amortize bond premium (as discussed above) which, as discussed above, will apply to all debt instruments held or subsequently acquired by you. Particularly for United States holders who are on the cash method of accounting, a constant yield election may have the effect of causing you to include stated interest in income earlier than would be the case if no such election were made, and the election may not be revoked without the consent of the Internal Revenue Service. You should consult your own tax advisor before making this election.

Sale or Other Taxable Disposition of Exchange Notes.

        Upon the sale, redemption, retirement, exchange or other taxable disposition of the exchange notes, you generally will recognize taxable gain or loss equal to the difference, if any, between:

•

the amount realized on the disposition (less any amount attributable to accrued interest, which will be taxable as ordinary interest income to the extent not previously included in gross income, in the manner described under "Certain United States Federal Tax Considerations—U.S. Holders—Stated Interest"); and

•

your tax basis in the exchange notes.

        Your tax basis in your exchange notes generally will be their cost (or your cost in acquiring the outstanding note for which the exchange note was exchanged, as the case may be). Your gain or loss generally will be capital gain or loss. This capital gain or loss will be long-term capital gain or loss if at the time of the disposition you have held the exchange notes (taking into account, for this purpose, the period of time you held an outstanding note for which the exchange note was exchanged) for more than one year. The deductibility of capital losses is subject to limitations. If you are a non-corporate U.S. Holder, your long-term capital gain generally will be subject to tax at preferential rates.

Information Reporting and Backup Withholding.

        In general, information reporting requirements will apply to certain payments of interest on the exchange notes and to the proceeds of a sale or other disposition (including a redemption or retirement) of an exchange note (unless you are an exempt recipient, such as a corporation).

        In general, "backup withholding" at a rate of 28 percent (which rate currently is scheduled to increase to 31 percent for taxable years beginning on or after January 1, 2013) may apply to the foregoing amounts if you are a non-corporate U.S. Holder and you fail to provide a correct taxpayer identification number or otherwise fail to comply with applicable requirements of the backup withholding rules or otherwise establish an exemption.

        The backup withholding tax is not an additional tax and may be credited against your United States federal income tax liability, provided that correct information is timely provided to the IRS.

Non-U.S. Holders

        Except as modified below for United States federal estate tax purposes, the following summary applies to you if you are a beneficial owner of an exchange note and you are neither a U.S. Holder (as defined above) nor an entity or arrangement classified as a partnership for United States federal income tax purposes, which we refer to as a Non-U.S. Holder.

United States Federal Withholding Tax.

        Subject to the discussion below concerning backup withholding, United States federal withholding tax generally will not apply to payments by us or our paying agent (in its capacity as such) of

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(i) principal of your exchange notes or (ii) interest on your exchange notes that is not effectively connected with your conduct of a trade or business in the United States provided:

•

you do not actually or constructively own ten percent or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Internal Revenue Code and the Treasury regulations thereunder;

•

you are not a controlled foreign corporation for United States federal income tax purposes that is related, directly or indirectly, to us (as provided in the Internal Revenue Code);

•

you are not a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code; and

•

you provide a signed written statement, on an Internal Revenue Service Form W-8BEN (or successor form) which can reliably be related to you, certifying under penalties of perjury that you are not a United States person within the meaning of the Internal Revenue Code and providing your name and address to:



(A)

us or our paying agent; or



(B)

a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds your exchange notes on your behalf and that certifies to us or our paying agent under penalties of perjury that it, or the bank or financial institution between it and you, has received from you your signed, written statement and provides us or our paying agent with a copy of this statement.

        The applicable Treasury regulations provide alternative methods for satisfying the certification requirement described above. In addition, under these Treasury regulations, special rules apply to pass-through entities and this certification requirement may also apply to beneficial owners of pass-through entities.

        If you cannot satisfy the requirements described above, payments of interest made to you will be subject to United States federal withholding tax at a rate of 30 percent unless you provide us or our paying agent with a properly executed (1) Internal Revenue Service Form W-8ECI (or successor form) stating that interest paid on your exchange notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States, or (2) Internal Revenue Service Form W-8BEN (or successor form) claiming an exemption from or reduction in this withholding tax under an applicable income tax treaty.

United States Federal Income Tax.

        Except for the possible application of United States federal withholding tax (see "Certain United States Federal Tax Considerations—Non-U.S. Holders—United States Federal Withholding Tax" above) and backup withholding (see "Certain United States Federal Tax Considerations—Non-U.S. Holders—Backup Withholding and Information Reporting" below), you generally will not have to pay United States federal income tax on payments of principal of and interest on your exchange notes, or on any gain realized from (or accrued interest treated as received in connection with) the sale, redemption, retirement at maturity or other taxable disposition of your exchange notes unless:

•

in the case of interest payments or disposition proceeds representing accrued interest, you cannot satisfy the requirements described above under "Certain United States Federal Tax Considerations—Non-U.S. Holders—United States Federal Withholding Tax" or claim a complete exemption from United States federal income tax on such interest under an applicable income tax treaty (and your United States federal income tax liability has not otherwise been fully satisfied through the United States federal withholding tax described above);

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•

in the case of gain, you are an individual who is present in the United States for 183 days or more during the taxable year of the sale or other taxable disposition of your exchange notes and specific other conditions are met (in which case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by United States source capital losses, generally will be subject to a flat 30 percent United States federal income tax, even though you are not considered a resident alien under the Internal Revenue Code); or

•

the interest or gain is effectively connected with your conduct of a United States trade or business and, if required by an applicable income tax treaty, is attributable to a United States "permanent establishment" maintained by you.

        If you are engaged in a trade or business in the United States and interest or gain in respect of your exchange notes is effectively connected with the conduct of your trade or business (and, if required by an applicable income tax treaty, is attributable to a United States "permanent establishment" maintained by you), the interest or gain generally will be subject to United States federal income tax on a net basis at the regular graduated rates and in the manner applicable to a U.S. Holder (although the interest will be exempt from the withholding tax discussed under "Certain United States Federal Tax Considerations—Non-U.S. Holders—United States Federal Withholding Tax" if you provide a properly executed Internal Revenue Service Form W-8ECI (or successor form) on or before any payment date to claim the exemption). In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30 percent of your effectively connected earnings and profits for the taxable year, as adjusted for certain items, unless a lower rate applies to you under an applicable income tax treaty.

Backup Withholding and Information Reporting.

        Under current Treasury regulations, backup withholding and information reporting generally will not apply to payments of interest made by us or our paying agent (in its capacity as such) to you if you have provided the required certification that you are a Non-U.S. Holder as described in "Certain United States Federal Tax Considerations—Non-U.S. Holders—United States Federal Withholding Tax" above, and provided that neither we nor our paying agent has actual knowledge or reason to know that you are a U.S. Holder (as described in "Certain United States Federal Tax Considerations—U.S. Holders" above). However, we or our paying agent may be required to report to the Internal Revenue Service and you payments of interest on the exchange notes and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of a treaty or agreement.

        The gross proceeds from the disposition of your exchange notes (including a retirement or redemption) may be subject to information reporting and backup withholding tax at a rate of up to 28 percent (which rate currently is scheduled to increase to 31 percent for taxable years beginning on or after January 1, 2013). If you sell or otherwise dispose of your exchange notes outside the United States through a non-U.S. office of a non-U.S. broker and the proceeds are paid to you outside the United States, then the U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not backup withholding, will apply to a payment of proceeds from the sale or other disposition of your exchange notes, even if that payment is made outside the United States, if you sell or otherwise dispose of your exchange notes through a non-U.S. office of a U.S. broker or a foreign broker with certain United States connections unless the broker has documentary evidence in its files that you are a non-U.S. person and certain other conditions are met or you otherwise establish an exemption. If you receive payments of the proceeds of a sale or other disposition of your notes to or through a U.S. office of a broker, the payment is subject to both U.S. backup withholding and information reporting unless you provide a Form W-8BEN (or successor form) certifying that you are a non-U.S. person or you otherwise establish

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an exemption, provided that the broker does not have actual knowledge or reason to know that you are a U.S. person or the conditions of any other exemption are not, in fact, satisfied.

        You should consult your own tax advisor regarding application of backup withholding in your particular circumstance and the availability of and procedure for obtaining an exemption from backup withholding under current Treasury regulations. Any amounts withheld under the backup withholding rules from a payment to you will be allowed as a refund or credit against your United States federal income tax liability, provided the required information is timely furnished to the IRS.

United States Federal Estate Tax.

        If you are an individual and are not a United States citizen or a resident of the United States (as specially defined for United States federal estate tax purposes) at the time of your death, your notes generally will not be subject to the United States federal estate tax, unless, at the time of your death:

•

you actually or constructively own ten percent or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Internal Revenue Code and the Treasury regulations thereunder; or

•

your interest on the notes is effectively connected with your conduct of a United States trade or business.

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BOOK ENTRY; DELIVERY AND FORM

        Except as set forth below, all the exchange notes will be issued in fully registered global form. Global notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company ("DTC") in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. Except as set forth below, global notes may be transferred only to another nominee of DTC or to a successor of DTC or its nominee, in whole and not in part. Except in the limited circumstances described below, beneficial interests in global notes may not be exchanged for notes in certificated form and owners of beneficial interests in global notes will not be entitled to receive physical delivery of notes in certificated form. See "—Exchange of Global Notes for Certificated Notes."

        Transfers of beneficial interests in global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including Euroclear and Clearstream), which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

        DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the "participants") and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (collectively, the "indirect participants"). Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

        DTC has also advised us that, pursuant to procedures established by it:

        (1)   upon deposit of the global notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of the global notes; and

        (2)   ownership of these interests in global notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in global notes).

        Investors global notes who are participants in DTC's system may hold their interests therein directly through DTC. Investors in global notes who are not participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) that are participants in DTC. All interests in a global note may be subject to the procedures and requirements of DTC. Interests in a global note held through Euroclear or Clearstream may be subject to the procedures and

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requirements of those systems (as well as to the procedures and requirements of DTC). The laws of some states require that certain persons take physical delivery in definitive form of securities that they own and the ability to transfer beneficial interests in a global note to Persons that are subject to those requirements will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a person having beneficial interests in a global note to pledge those interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of those interests, may be affected by the lack of a physical certificate evidencing those interests.

        Except as described below, owners of an interest in global notes will not have notes registered in their names, will not receive physical delivery of definitive notes in registered certificated form ("certificated notes") and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of and premium, interest and additional interest, if any, on a global note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Issuer and the trustee will treat the Persons in whose names notes, including global notes, are registered as the owners of such notes for the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, the trustee or any agent of the Issuer or the trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any participant's or indirect participant's records relating to or payments made on account of beneficial ownership interests in global notes or for maintaining, supervising or reviewing any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests in global notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on that payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the trustee or the Issuer. Neither the Issuer nor the trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of any notes, and the Issuer and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Cross-market transfers between the participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note from DTC, and making or receiving payment in accordance with normal procedures for

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same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account DTC has credited the interests in the global notes and only in respect of the portion of the aggregate principal amount of the notes as to which that participant or those participants has or have given the relevant direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the global notes for legended notes in certificated form, and to distribute those notes to its participants. Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfers of interests in global notes among participants, they are under no obligation to perform those procedures, and may discontinue or change those procedures at any time.

        Neither the Issuer nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear, Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A global note is exchangeable for a certificated note if:

•

DTC (a) notifies us that it is unwilling or unable to continue as depositary for the applicable global notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in each case, a successor depositary is not appointed by us within 90 days;

•

there has occurred and is continuing a Default with respect to the notes; or

•

if requested by a holder of beneficial interest in a global note.

        In all cases, certificated notes delivered in exchange for any global note or beneficial interests in a global note will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors" in the final offering memorandum relating to the outstanding notes dated March 11, 2011, unless that legend is not required by applicable law.

242

PLAN OF DISTRIBUTION

        Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for the outstanding notes may be offered for resale, resold or otherwise transferred by holders thereof, other than any holder which is (A) an "affiliate" of our company within the meaning of Rule 405 under the Securities Act, (B) a broker-dealer who acquired notes directly from our company or (C) a broker-dealer who acquired notes as a result of market-making or other trading activities, without compliance with the registration and prospectus delivery provisions of the Securities Act provided that such exchange notes are acquired in the ordinary course of such holders' business, and such holders are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such exchange notes. However, broker-dealers receiving the exchange notes in the exchange offer will be subject to a prospectus delivery requirement with respect to resales of such exchange notes. To date, the staff of the SEC has taken the position that these broker-dealers may fulfill their prospectus delivery requirements with respect to transactions involving an exchange of securities such as the exchange pursuant to the exchange offer, other than a resale of an unsold allotment from the sale of the outstanding notes to the initial purchasers thereof, with the prospectus contained in the exchange offer registration statement. Pursuant to the registration rights agreement, we have agreed to permit these broker-dealers to use this prospectus in connection with the resale of such exchange notes. We have agreed that, for a period of 90 days after the expiration date of the exchange offer, we will make this prospectus, and any amendment or supplement to this prospectus, available to, and promptly send additional copies of this prospectus, and any amendment or supplement to this prospectus, to, any broker-dealer that requests such documents in the letter of transmittal for use in connection with any such resale.

        Each holder of the outstanding notes who wishes to exchange its outstanding notes for exchange notes in the exchange offer will be required to make certain representations to us as set forth in "The Exchange Offer."

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay the expenses incident to the exchange offer (including, in the case of a shelf registration, the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the exchange notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act, as set forth in the registration rights agreement.

243

LEGAL MATTERS

        The validity of the exchange notes offered hereby and the guarantees thereof will be passed on for us by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York. Certain matters with respect to Indiana law will be passed upon for us by Baker & Daniels LLP. Certain matters with respect to Pennsylvania law will be passed upon for us by Dilworth Paxson LLP.

EXPERTS

        The consolidated financial statements of Euramax Holdings, Inc. and subsidiaries as of December 31, 2010 and December 25, 2009 and for each of the fiscal years in the period ended December 31, 2010, December 25, 2009 and December 26, 2008 appearing in this prospectus and the registration statement of which this prospectus forms a part have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We and the guarantors have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete.

        We are not currently subject to the periodic reporting and other informational requirements of the Exchange Act. Under the terms of the indenture governing the notes, we have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we will furnish to the trustee and the holders of the notes or post on our website certain specified financial information unless we file such information with the SEC.

        After consummation of the exchange offer, the indenture for the notes provides that, whether or not required by the SEC, we will nonetheless continue to file reports unless the SEC will not accept such a filing. The indenture for the notes also provides that Euramax Holdings, Inc. may comply with the reporting requirements of the indenture in lieu of us. In accordance therewith, Euramax Holdings, Inc., and not Euramax International, Inc., will file reports and other information with the SEC.

        In addition, we have agreed that, for so long as any notes remain outstanding, if at any time we are not required to file with the SEC the reports required by the preceding paragraphs, we will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        You may read and copy any document we file or furnish with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review the registration statement, as well as our future SEC filings, by accessing the SEC's Internet site at http://www.sec.gov. You may also request copies of those documents, at no cost to you, by contacting us at the following address:

Euramax Holdings, Inc.
5445 Triangle Parkway, Suite 350
Norcross, GA 30092
(770) 449-7066
Attention: Corporate Secretary
(770) 449-7066

244

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements:
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2010 and December 25, 2009	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2010, December 25, 2009 and December 26, 2008	F-4
Consolidated Statements of Changes in Equity (Deficit)	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, December 25, 2009 and December 26, 2008	F-6
Notes to Consolidated Financial Statements	F-7
Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of July 1, 2011 and December 31, 2010	F-53
Condensed Consolidated Statements of Operations for the Six Months Ended July 1, 2011 and July 2, 2010	F-54
Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 1, 2011 and July 2, 2010	F-55
Notes to Condensed Consolidated Financial Statements	F-56
Financial Statement Schedules:
Schedule I—Condensed Financial Information Euramax Holdings, Inc. (Parent Company Only)	F-75

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of
Euramax Holdings, Inc. and Subsidiaries

        We have audited the accompanying consolidated balance sheets of Euramax Holdings, Inc. and Subsidiaries as of December 31, 2010 and December 25, 2009, and the related consolidated statements of operations, changes in equity (deficit) and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the Index at Item 22(b). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Euramax Holdings, Inc. and Subsidiaries at December 31, 2010 and December 25, 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

	/s/ Ernst & Young LLP
Atlanta, Georgia March 4, 2011

F-2

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

		December 31, 2010			December 25, 2009
Assets
Current assets:
	Cash and cash equivalents	$	24,902		$	69,944
	Accounts receivable, less allowance for doubtful accounts (2010—$5,742, 2009—$7,213)		83,690			89,924
	Inventories, net		90,227			79,195
	Income taxes receivable		—			4,250
	Deferred income taxes		5,785			5,478
	Other current assets		3,760			3,100
	Assets related to discontinued operations		—			2,327
Total current assets			208,364			254,218
Property, plant, and equipment, net			157,895			169,448
Goodwill			199,999			208,474
Customer relationships, net			87,491			109,314
Other intangible assets, net			8,879			9,862
Deferred income taxes			822			2,327
Other assets			3,440			4,983
Total assets		$	666,890		$	758,626
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	50,446		$	55,343
	Accrued expenses		35,766			31,992
	Accrued interest payable		754			2,403
	Deferred income taxes		922			638
	Liabilities related to discontinued operations		—			449
Total current liabilities			87,888			90,825
Long-term debt (Note 7)			503,169			525,319
Deferred income taxes			27,910			45,381
Other liabilities			38,092			50,041
Total liabilities			657,059			711,566
Commitments and contingencies (Note 14)
Shareholders' equity:
	Class A common stock—$1.00 par value; 600,000 shares authorized, 181,676 and 178,263 issued and outstanding in 2010 and 2009, respectively		182			178
	Class B convertible restricted voting common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2010 and 2009		—			—
	Additional paid-in capital		715,790			713,460
	Accumulated loss		(719,370	)		(680,830	)
	Accumulated other comprehensive income		13,229			14,252
Total shareholders' equity			9,831			47,060
Total liabilities and shareholders' equity		$	666,890		$	758,626

See accompanying notes.

F-3

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

		Year Ended December 31, 2010			Year Ended December 25, 2009			Year Ended December 26, 2008
Net sales		$	883,700		$	812,055		$	1,173,493
Costs and expenses:
	Cost of goods sold (excluding depreciation and amortization)		732,451			675,126			1,009,392
	Selling and general (excluding depreciation and amortization)		93,581			90,603			110,608
	Debt restructuring and forbearance expenses		—			14,506			3,798
	Depreciation and amortization		38,700			39,721			55,348
	Goodwill and other impairments		—			3,516			401,376
Income (loss) from operations			18,968			(11,417	)		(407,029	)
Interest expense (includes related party interest expense of $8,427 and $15,904 in 2009 and 2008)			(68,333	)		(84,204	)		(109,527	)
Gain on extinguishment of debt			—			8,723			—
Other income (loss), net			(3,484	)		1,303			(22,716	)
Loss from continuing operations before income taxes			(52,849	)		(85,595	)		(539,272	)
Benefit for income taxes			(14,461	)		(1,297	)		(61,078	)
Loss from continuing operations			(38,388	)		(84,298	)		(478,194	)
Loss from discontinued operations, net of tax			(152	)		(1,330	)		(22,413	)
Net loss		$	(38,540	)	$	(85,628	)	$	(500,607	)

See accompanying notes.

F-4

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(in thousands)

		Stock Common			Additional Paid-in Capital			Accumulated Loss			Accumulated Other Comprehensive Income			Totals
Balance at December 28, 2007		$	161		$	323,005		$	(94,595	)	$	45,200		$	273,771
Comprehensive loss:
	Net loss		—			—			(500,607	)		—			(500,607	)
	Foreign currency translation adjustment		—			—			—			(21,325	)		(21,325	)
	Pension liability adjustments, net of taxes		—			—			—			(10,564	)		(10,564	)
	Loss on derivative instruments, net of taxes		—			—			—			(1,482	)		(1,482	)
Comprehensive loss															(533,978	)
Share-based compensation			—			925			—			—			925
Balance at December 26, 2008			161			323,930			(595,202	)		11,829			(259,282	)
Comprehensive loss:
	Net loss		—			—			(85,628	)		—			(85,628	)
	Foreign currency translation adjustment		—			—			—			2,084			2,084
	Pension liability adjustments, net of taxes		—			—			—			(2,692	)		(2,692	)
	Amortization of losses on derivative instruments, net of taxes		—			—			—			3,031			3,031
Comprehensive loss															(83,205	)
Restructuring of long-term debt			—			386,662			—			—			386,662
Cancellation of issued shares related to the Restructuring			(161	)		161			—			—			—
Issuance of shares related to the Restructuring			178			(178	)		—			—			—
Share-based compensation			—			2,885			—			—			2,885
Balance at December 25, 2009			178			713,460			(680,830	)		14,252			47,060
Comprehensive loss:
	Net loss		—			—			(38,540	)		—			(38,540	)
	Foreign currency translation adjustment		—			—			—			(7,256	)		(7,256	)
	Pension liability adjustments, net of taxes		—			—			—			3,329			3,329
	Amortization of losses on derivative instruments, net of taxes		—			—			—			2,904			2,904
Comprehensive loss															(39,563	)
Issuance of shares pursuant to share-based payment plans			4			(4	)		—			—			—
Share-based compensation			—			2,334			—			—			2,334
Balance at December 31, 2010		$	182		$	715,790		$	(719,370	)	$	13,229		$	9,831

See accompanying notes.

F-5

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

			Year Ended December 31, 2010			Year Ended December 25, 2009			Year Ended December 26, 2008
Operating activities
Net loss			$	(38,540	)	$	(85,628	)	$	(500,607	)
Reconciliation of net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization			38,700			39,721			58,607
	Amortization of deferred financing fees			435			2,761			23,258
	Goodwill and other impairments			—			3,516			407,174
	Gain on extinguishment of Second Lien debt facility			—			(8,723	)		—
	Pay-in-kind interest			21,995			20,494			15,904
	Accrued interest and fees added to principal of first lien debt			—			16,956			—
	Share-based compensation			2,334			2,885			925
	Provision for doubtful accounts			624			2,641			9,012
	Foreign exchange (gain) loss			4,194			(3,856	)		10,710
	Gain on sale of assets			(72	)		(151	)		(347	)
	Loss on assets held for sale			—			—			216
	Loss on interest rate swaps			4,287			8,568			10,168
	Deferred income taxes			(17,734	)		9,658			(69,296	)
	Changes in operating assets and liabilities, net of acquisitions
		Accounts receivable		3,681			17,941			36,625
		Inventories		(12,650	)		45,075			44,982
		Other current assets		(642	)		(307	)		1,090
		Accounts payable and other current liabilities		(3,952	)		(1,360	)		(62,459	)
		Income taxes payable		4,421			(10,930	)		(14,896	)
		Other noncurrent assets and liabilities		(2,948	)		221			12,479
Net cash provided by (used in) operating activities				4,133			59,482			(16,455	)
Investing activities
Proceeds from sale of assets				2,683			2,325			8,040
Capital expenditures				(12,165	)		(4,351	)		(14,824	)
Net cash used in investing activities				(9,482	)		(2,026	)		(6,784	)
Financing activities
Changes in cash overdrafts				(8	)		(3	)		(175	)
Net (repayments) borrowings on First Lien Credit Facility				(37,038	)		(1,053	)		72,911
Net repayments on accounts receivable securitization facility				—			(34,633	)		(5,367	)
Deferred financing fees				—			(240	)		(7,771	)
Net cash (used in) provided by financing activities				(37,046	)		(35,929	)		59,598
Effect of exchange rate changes on cash				(2,647	)		(241	)		4,027
Net increase (decrease) in cash and cash equivalents				(45,042	)		21,286			40,386
Cash and cash equivalents at beginning of period				69,944			48,658			8,272
Cash and cash equivalents at end of period			$	24,902		$	69,944		$	48,658
Supplemental cash flow information
Income taxes paid (refunded), net			$	1,917		$	(5,802	)	$	4,898
Interest paid, net			$	42,774		$	45,174		$	76,284
Significant noncash financing activities
Settlement of Second Lien Credit Facility in exchange for common stock			$	—		$	202,912		$	—
Cancellation of Equity Sponsor Pay-in-Kind (PIK) Notes			$	—		$	196,783		$	—
Issuance of First Lien Debt to settle interest rate swaps, accrued interest and issuance fees			$	—		$	35,053		$	—

See accompanying notes.

F-6

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

1. Basis of Presentation

Nature of Operations and Organization

        Euramax Holdings, Inc. and Subsidiaries (Euramax or the Company) is an international producer of residential and non-residential building materials and recreational vehicle, or RV, exterior components. The Company's core building products include aluminum, steel, vinyl and copper roof drainage products, steel roofing and siding and specialty coated aluminum coil. The Company's core RV products include aluminum siding, roofing and doors. In addition, the Company sells an extensive line of accessory products, including roofing and siding hardware, trim parts and roof drainage accessories. The Company sells its products to a wide range of customers, including distributors, contractors, and home improvement retailers, as well as RV and transportation original equipment manufacturers, or OEMs. The Company's manufacturing and distribution network consists of 42 strategically located facilities, of which 36 are located in North America and 6 are located in Europe. The Company's sales have historically been seasonal, with the second and third quarters accounting for the highest sales volumes.

        For periods prior to June 29, 2009, Euramax was owned by GS Capital Partners V Fund L.P., GS Capital Partners 2000 L.P., and their affiliated private equity funds (collectively, the Equity Sponsors), and certain members of the Company's management. The recessionary economic environment of 2008 and 2009 contributed to significant declines in the Company's net sales and operating results. These declines limited the Company's ability to comply with financial covenants required by its various debt agreements. As an alternative to other remedies available, the Company, its lenders and shareholders agreed to a debt restructuring that was effective on June 29, 2009. In connection with the restructuring of debt issued by Euramax and its subsidiaries, approximately $196.8 million of principal and interest on PIK Notes held by the Equity Sponsor was cancelled and the Equity Sponsors and management shareholders conveyed ownership of their shares of Euramax to lenders under the Second Lien Credit Agreement in exchange for the cancellation of debt and accrued interest totaling $202.9 million. See Note 7 for further discussion on the restructuring of debt issued by Euramax and its subsidiaries.

Principles of Consolidation

        The consolidated financial statements of the Company are prepared in conformity with U.S. generally accepted accounting principles and include the accounts of the Company and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

2. Summary of Significant Accounting Policies

Fiscal Year

        The Company operates on a 52 or 53 week fiscal year ending on the last Friday in December. The Company's fiscal year ended December 31, 2010 consisted of 53 weeks. Years ended December 25, 2009 and December 26, 2008 each consisted of 52 weeks.

F-7

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

2. Summary of Significant Accounting Policies (Continued)

Use of Estimates and Assumptions

        The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts of certain assets, liabilities, revenues and expenses and disclosure of contingencies in the Company's consolidated financial statements. Although these estimates and assumptions are based on the Company's knowledge of current events and actions the Company may take in the future, actual results could ultimately differ from those estimates and assumptions, and the differences could be material.

Cash and Cash Equivalents

        The Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. Certain cash overdrafts of the Company have been netted with positive cash balances held with the same financial institutions.

Trade Accounts Receivable

        Trade accounts receivable are recorded at net realizable value. This value includes an allowance for estimated uncollectible accounts, returns and allowances, cash discounts and other adjustments. The allowance for doubtful accounts is based on historical experience, the level of past-due accounts based on the contractual terms of the receivables, current economic conditions and an evaluation of the customers' credit worthiness. Accounts receivable are charged against the allowance for doubtful accounts when it is probable that the receivable will not be recovered.

        Activity in the allowance for doubtful accounts was as follows:

	2010			2009			2008
Balance, beginning of year	$	7,213		$	7,194		$	2,394
Net charges to costs and expenses		624			2,562			8,440
Write-offs, net of recoveries		(2,039	)		(2,596	)		(3,457	)
Foreign currency translation		(56	)		53			(183	)
Balance, end of year	$	5,742		$	7,213		$	7,194

Inventories

        Inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. Cost of manufactured inventory includes direct labor and manufacturing overhead. Market with respect to all inventories is replacement cost subject to a floor for an approximate normal profit margin on disposition. Abnormal amounts of idle facility expense, freight, handling costs, and wasted materials are recorded as current period charges. The allocation of fixed production overheads to inventory is based on the normal capacity of the production facilities.

F-8

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

2. Summary of Significant Accounting Policies (Continued)

Property, Plant, and Equipment

        Property, plant, and equipment is recorded at cost. Cost of property, plant, and equipment acquired in a business combination is recorded at fair value based on the age and current replacement cost for similar assets on the date of the acquisition. Repair and maintenance costs are generally expensed unless they extend the useful lives of assets. Depreciation of property, plant, and equipment is computed principally on the straight-line method over the estimated useful lives of the assets ranging from 3 to 37 years for equipment and from 10 to 25 years for buildings. Gains and losses related to the disposition of property, plant, and equipment are charged to other income or expense when incurred. Also, when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, management assesses whether there has been an impairment in the value of the asset by comparing the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition to the carrying amount of the asset. If the expected future cash flows are less than the carrying amount of the asset, an impairment loss is recognized based on the excess of the asset's carrying value over its fair value. Fair value is estimated based on discounted cash flows, independent appraisals or comparable market transactions.

Goodwill and Intangible Assets

        Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired. Goodwill has been assigned to multiple reporting units at either the operating segment, or one level below, primarily based upon the nature of discrete businesses comprising the Company's operations. Goodwill is tested for impairment annually on the last day of the Company's fiscal year, or more frequently, if events or circumstances indicate the potential for impairment. In 2008, the Company's testing indicated that the net carrying value of its six reporting units exceeded their fair values. Accordingly, the Company proceeded to determine the implied fair value of goodwill for comparison to recorded amounts. In 2008, the Company recorded an impairment charge of approximately $345.0 million, including $114.8 million for the U.S. Residential Building Products segment, $53.6 million for the U.S. Non-Residential Building Products segment, $100.3 million for the U.S. RV and Specialty Building Products segment, $58.5 million for the European Engineered Products segment, and $17.8 million for the European Roll Coated Aluminum segment. The implied fair value of goodwill was determined by estimating the fair value of the reporting units and allocating such value to the tangible and identifiable intangible assets of each reporting unit. The Company's fair value estimate was based upon estimates of the future cash flows of the reporting units and market valuations of comparable companies. Significant judgments were made in estimating the future cash flows of the reporting units and determining comparable companies upon which fair values of the Company's reporting units were based. No goodwill impairment charges were recorded during 2009 or 2010. The carrying value of goodwill at the valuation date is not representative of current fair value.

        The Company has recognized intangible assets, apart from goodwill, acquired in business combinations and resulting from certain shareholder transactions, at fair value on the date of the transactions. Indefinite lived intangible assets are not amortized, but are tested for impairment annually on the last day of the Company's fiscal year, or more frequently if events or circumstances indicate the potential for impairment. The Company amortizes its intangible assets with finite lives over their useful

F-9

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

2. Summary of Significant Accounting Policies (Continued)

lives based upon the pattern in which the economic benefits of the intangible assets are recognized. If that pattern cannot be determined, a straight-line amortization method is used. Intangible assets with finite lives are tested for impairment when there are indications that the carrying amount of an intangible asset may not be recoverable. The Company utilizes an income approach to estimate the fair value of its definite and indefinite lived intangible assets to test for impairment.

        In 2008, impairment charges relating to customer relationships totaled $50.4 million, including $3.5 million in the U.S. Non-Residential Building Products segment, $5.1 million in the U.S. RV and Specialty Building Products segment, $16.3 million in the European Roll Coated segment, and $25.5 million in the European Engineered Products segment. In 2008, impairment charges relating to trade names totaled $3.9 million, including $2.3 million in the U.S. Residential Building Products segment and $1.6 million in the U.S. Non-Residential Building Products segment. No intangible asset impairment charges were recorded in 2009 or 2010.

        Impairment charges on goodwill and intangible assets are recorded in goodwill and other impairments in the consolidated statement of operations. The 2008 impairments of goodwill, trade names and customer relationships resulted from broad declines in the Company's estimate of future cash flows based on economic conditions during the year ended and as of December 26, 2008. See Note 6 for further disclosures related to goodwill and other intangible assets.

Income Taxes

        The Company accounts for income taxes using the asset and liability method of accounting. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. Valuation allowances are established if the Company believes it is more likely than not that some or all of the deferred tax assets will not be realized. A tax benefit is not recognized unless the Company concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, a tax benefit is recognized and measured as the largest amount of the tax benefit that in the Company's judgment is greater than 50 percent likely to be realized. Interest and penalties related to unrecognized tax positions are recorded in provision (benefit) for income taxes in the accompanying Consolidated Statements of Operations. See Note 11 for further disclosures related to income taxes.

Financial Instruments and Risk Management

        The Company measures fair value based on a hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value.

F-10

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

2. Summary of Significant Accounting Policies (Continued)

Market price observability is impacted by a number of factors, including the type of asset or liability and their characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3	Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        All derivative instruments are recognized on the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. Derivative instruments that qualify as hedging instruments are designated based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of net investment in a foreign operation. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk is recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of Other Comprehensive Income (OCI) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss related to the ineffective portion of the derivative instrument, if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign operation, the gain or loss is reported in OCI as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. Should a financial instrument designated as a hedge be terminated while the underlying hedged transaction remains outstanding, or reasonably possible of occurring, the gain or loss would be deferred and amortized over the shorter of the remaining life of the underlying or the agreement.

        The Company uses derivative financial instruments primarily to reduce its exposure to fluctuations in interest rates. When entered into, the Company formally designates and documents the financial instrument as a hedge of a specific exposure, as well as the risk management objectives and strategies for undertaking the hedge transaction. The Company formally assesses both at the inception and at least quarterly thereafter, whether the financial instruments that are used in hedging transactions are effective at offsetting changes in either the fair value or cash flows of the related exposure. Derivatives are recorded on the balance sheet at fair value as either other assets or other liabilities. The Company calculates the fair value of its derivatives using quoted market prices when available. When quoted market prices are not available, the Company uses standard pricing models with market-based inputs that take into account the present value of estimated future cash flows. The earnings impact resulting from the derivative instruments is recorded in the same line item within the statement of operations as the exposure being hedged. The ineffective portion of a financial instrument's change in fair value is

F-11

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

2. Summary of Significant Accounting Policies (Continued)

immediately recognized in earnings as other income (expense). As of December 31, 2010 there were no outstanding derivative instruments.

Revenue Recognition

        The Company recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred, the Company's price to the buyer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. Revenue is recorded net of provisions for returns, allowances, rebates, and discounts.

        The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides accruals for warranties based on historical experience and expectations of future occurrence. Warranty costs are recorded as a component of cost of goods sold and are classified as accrued expenses or other liabilities depending on the timing of expected payments.

Shipping and Handling Costs

        The Company classifies all shipping and handling charges as cost of goods sold.

Advertising Costs

        The Company expenses all advertising costs as incurred. Advertising costs for 2010, 2009, and 2008 were $3.1 million, $2.6 million, and $4.0 million, respectively.

Translation of Foreign Currencies

        Assets and liabilities of non-U.S. subsidiaries are translated to U.S. Dollars at the rate of exchange in effect on the balance sheet date. Income and expenses are translated to U.S. Dollars at the weighted average rates of exchange prevailing during the year. Foreign currency gains and losses resulting from the remeasurement of inter-company amounts that are not of a long-term investment nature into local currencies and certain indebtedness of foreign subsidiaries denominated in U.S. dollars are included in other income (expense) and amounted to $(3.7) million, $4.5 million, and $(15.9) million in 2010, 2009, and 2008, respectively. Foreign currency gains and losses resulting from transactions in the ordinary course of business are recorded in selling and general expenses. The foreign currency translation gains and losses recorded in selling and general expenses were not significant for any period presented.

Recently Adopted Accounting Pronouncements

        In June 2009, the FASB issued guidance which revised the approach for determining the primary beneficiary of a variable interest entity to be more qualitative in nature and require companies to more frequently reassess whether they must consolidate a variable interest entity. The revised standard was adopted by the Company on December 26, 2009, the first day of the Company's 2010 fiscal year. The adoption of this new standard did not have a significant impact on the Company's consolidated financial statements.

F-12

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

2. Summary of Significant Accounting Policies (Continued)

        In June 2009, the FASB issued guidance related to accounting for transfers of financial assets, which clarifies the determination of a transferor's continuing involvement in a transferred financial asset and limits the circumstances in which a financial asset should be derecognized when the transferor has not transferred the entire original financial asset. The Company adopted the revised guidance on December 26, 2009, the first day of the Company's 2010 fiscal year. The adoption of this new standard did not have a significant impact on the Company's consolidated financial statements.

        In February 2008, the FASB amended certain provisions of accounting guidance related to fair value measurements, which delayed the effective date for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. The Company adopted these provisions effective December 27, 2008, the first day of the Company's 2009 fiscal year. The adoption of the standard for all nonfinancial assets and nonfinancial liabilities did not have a material impact on the Company's consolidated financial statements.

        In December 2007, the FASB amended its guidance on accounting for business combinations. Among other things, the new guidance amends the principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. It also establishes new disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. The Company adopted this new accounting guidance effective December 26, 2009, the first day of the Company's 2010 fiscal year. The adoption of this new accounting policy did not have a significant impact on our consolidated financial statements, and the impact it will have on our consolidated financial statements in future periods will depend on the nature and size of business combinations completed subsequent to the date of adoption.

        In December 2007, the FASB issued accounting and disclosure guidance related to noncontrolling interests in a subsidiary and for the deconsolidation of a subsidiary. The new guidance also establishes disclosure requirements that clearly identify and distinguish between the controlling and noncontrolling interests and requires the separate disclosure of income attributable to controlling and noncontrolling interests. The standard is effective for fiscal years beginning after December 15, 2008. The adoption of this new standard did not have a significant impact on the Company's consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

        In October 2009, the FASB amended certain revenue recognition provisions related to multiple deliverable arrangements. The provisions clarify the separability criteria for deliverables in a multiple element revenue arrangement and require the use of the relative selling price of stand alone elements to allocate transaction costs to individual elements at inception. These provisions also require additional disclosure regarding the nature and type of performance obligations of significant multiple deliverable revenue arrangements. The provisions are effective for fiscal periods beginning on or after June 15, 2010. The Company is currently evaluating the impact this will have on our financial statements.

F-13

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

3. Inventories

        Inventories were comprised of:

	December 31, 2010		December 25, 2009
Aluminum and steel coil	$	50,372	$	43,517
Raw materials		23,056		20,390
Work in process		2,229		1,983
Finished products		14,570		13,305
	$	90,227	$	79,195

        The Company has disclosed aluminum and steel coil inventory separately, as it represents inventory that can be classified as raw material, work in process or finished product. Aluminum and steel coil represent both painted and bare coil. Inventories are net of related reserves totaling $2.4 million and $4.1 million at December 31, 2010 and December 25, 2009, respectively. During 2008, the Company recorded cost of sales totaling $8.8 million to reduce the carrying value of its inventory to market as a result of a significant decline in aluminum and steel market prices.

        Activity in the allowance for obsolete inventory was as follows:

	2010			2009			2008
Balance, beginning of year	$	4,130		$	5,130		$	4,749
Net charges to costs and expenses		2,601			3,686			5,864
Write-offs		(4,232	)		(4,795	)		(4,765	)
Acquisition and purchase accounting adjustments		—			—			(344	)
Foreign currency translation		(94	)		109			(374	)
Balance, end of year	$	2,405		$	4,130		$	5,130

4. Discontinued Operations

        In November 2008, the Company made the decision to cease operations of its GSI subsidiary. GSI was previously included in the U.S. Residential Building Products segment. GSI produced and sold roof drainage products to contractors. The decision was based upon financial losses caused by poor economic conditions and diminishing prospects for market improvement. Following this decision, the GSI assets were offered for sale. The Company ceased operating at eleven of its twelve GSI locations prior to December 26, 2008. In 2008, GSI incurred goodwill and other impairment charges including impairments on fixed assets, goodwill and customer relationships of $5.1 million, $2.0 million and $5.7 million, respectively. Additionally, GSI accrued as operating expenses $0.8 million for future lease commitments. In 2009, certain GSI assets were sold for approximately $1.8 million, resulting in a loss of $0.2 million.

F-14

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

4. Discontinued Operations (Continued)

        In the accompanying consolidated statements of operations, loss from discontinued operations, net of income taxes, consists of the following:

	Year Ended
	December 31, 2010			December 25, 2009			December 26, 2008
Net sales	$	—		$	2,353		$	32,132
Operating and other expenses		156			4,305			51,064
Goodwill and other impairments		—			—			12,795
Loss before income taxes		(156	)		(1,952	)		(31,727	)
Benefit for income taxes		(4	)		(622	)		(9,314	)
Loss from discontinued operations	$	(152	)	$	(1,330	)	$	(22,413	)

        The following assets and liabilities are included in assets related to discontinued operations and liabilities related to discontinued operations in the consolidated balance sheets.

	December 31, 2010		December 25, 2009
Accounts receivable	$	—	$	65
Assets held for sale		—		2,262
Total assets	$	—	$	2,327

	December 31, 2010		December 25, 2009
Accounts payable	$	—	$	9
Accrued liabilities		—		440
Total liabilities	$	—	$	449

F-15

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

5. Property, Plant, and Equipment

        Property, plant, and equipment consisted of:

	December 31, 2010			December 25, 2009
Land and improvements	$	23,050		$	23,900
Buildings		57,476			58,185
Machinery and equipment		160,953			157,735
		241,479			239,820
Less accumulated depreciation		(90,386	)		(72,705	)
		151,093			167,115
Construction in progress		6,802			2,333
	$	157,895		$	169,448

        Depreciation expense (including software amortization expenses disclosed below) for 2010, 2009, and 2008 was $18.9 million, $17.8 million, and $20.3 million, respectively.

        As of December 31, 2010 and December 25, 2009, unamortized computer software costs totaling $12.5 million and $15.2 million, respectively, were recorded in property, plant and equipment. Amortization of capitalized computer software costs for 2010, 2009, and 2008 was $2.9 million, $2.9 million, and $2.2 million, respectively.

        Due to declines in the RV market in 2008, the Company determined that its investment in its U.S. RV and Specialty Building Products facility located in Ft. Wayne, Indiana was not fully recoverable. Accordingly, the Company recorded a charge of $2.0 million in 2008 to reduce the carrying value of certain machinery and equipment devoted to the manufacture of fiberglass panels for the RV industry, to their appraised values. Further declines in RV demand in 2009, led to the closure of the fiberglass manufacturing facility. As a result, the Company wrote the investment in its facility down by $3.5 million to its expected salvage value.

F-16

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

6. Goodwill and Intangible Assets

Goodwill

        The changes in the carrying amount of goodwill for the years ended December 31, 2010 and December 25, 2009 are as follows:

		U.S. Residential Building Products		U.S. RV and Specialty Building Products		European Roll Coated Aluminum			European Engineered Products			Consolidated
Balance at December 26, 2008		$	65,942	$	15,112	$	112,323		$	11,635		$	205,012
	Foreign currency translation		—		—		2,666			1,040			3,706
	Other		—		—		(244	)		—			(244	)
Balance at December 25, 2009			65,942		15,112		114,745			12,675			208,474
	Foreign currency translation		—		—		(8,185	)		(290	)		(8,475	)
Balance at December 31, 2010		$	65,942	$	15,112	$	106,560		$	12,385		$	199,999

        Accumulated impairment losses as of December 31, 2010 were $112.0 million for U.S. Residential Building Products, $97.9 million for U.S. RV and Specialty Coated Products, $58.6 million for European Roll Coated Aluminum Products and $9.6 million for European Engineered Products. Accumulated impairment losses as of December 25, 2009 were $112.0 million for U.S. Residential Building Products, $97.9 million for U.S. RV and Specialty Coated Products, $63.1 million for European Roll Coated Aluminum and $9.8 million for European Engineered Products. Changes in accumulated impairment losses resulted from foreign currency translation adjustments related to goodwill in the Company's foreign reporting units.

Intangible Assets

        Intangible assets consisted of the following:

		As of December 31, 2010							As of December 25, 2009
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
	Customer relationships	$	213,336	$	(125,845	)	$	87,491	$	219,585	$	(110,271	)	$	109,314
	Patents		5,800		(3,245	)		2,555		5,800		(2,655	)		3,145
	Non-compete agreements		2,266		(2,042	)		224		2,266		(1,649	)		617
			221,402		(131,132	)		90,270		227,651		(114,575	)		113,076
Intangible assets not subject to amortization:
	Trade names		6,100		—			6,100		6,100		—			6,100
Total intangible assets		$	227,502	$	(131,132	)	$	96,370	$	233,751	$	(114,575	)	$	119,176

F-17

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

6. Goodwill and Intangible Assets (Continued)

        The aggregate amortization expense for intangible assets for 2010, 2009, and 2008 was $19.8 million, $21.9 million, and $35.0 million, respectively. The average useful lives of the Company's customer relationships, patents and non-compete agreements are 12 years, 10 years and 3 years, respectively. Based on the carrying value of identified intangible assets recorded at December 31, 2010, and assuming no subsequent impairment of the underlying assets, the aggregate annual amortization expense for the next five years is expected to be as follows:

Year	Amortization of Intangible Assets
2011	$	17,805
2012		16,026
2013		14,670
2014		13,340
2015		11,765

7. Long-Term Debt

        Long-term debt obligations consisted of the following:

		December 31, 2010		December 25, 2009
First Lien Credit Agreement:
	Cash Pay loans	$	258,335	$	261,844
	PIK loans		244,834		263,475
		$	503,169	$	525,319

The First Lien Credit Agreement

        The amended and restated First Lien Credit Agreement consists of $503.2 million in term loans comprised of the Cash Pay Loan and the PIK Loan. The Cash Pay Loan and PIK Loan are each comprised of (i) a U.S. Dollar Term Loan Facility and (ii) Euro and British Pound term loan facilities (together the European Term Loan Facility). Euramax International, Inc. and Euramax International Holdings B.V. are the borrowers (collectively, the U.S. Borrowers) under the U.S. Dollar Term Loan Facility. Euramax Holdings Limited, Euramax Europe B.V. and Euramax Netherlands B.V. are the borrowers (collectively, the European Borrowers) under the European Term Loan Facility. As of December 31, 2010, portions of the Cash Pay Loan denominated in U.S. Dollars, Euros and British Pounds were $205.5 million, EUR 31.8 million ($42.5 million) and GBP 6.6 million ($10.3 million), respectively. Also, as of December 31, 2010, portions of the PIK Loan denominated in U.S. Dollars, Euros and British Pounds were $194.2 million, EUR 30.5 million ($40.7 million) and GBP 6.3 million ($9.9 million), respectively.

F-18

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

7. Long-Term Debt (Continued)

        Each of the Company's existing and subsequently acquired or organized domestic subsidiaries (the U.S. Guarantors and, together with the U.S. Borrowers, the U.S. Obligors) guarantee all obligations under the U.S. Dollar Term Loan Facility. Each of the Company's existing and subsequently acquired or organized domestic and foreign subsidiaries (the European Guarantors and, together with the European Borrowers, the European Obligors), to the extent that they may grant such upstream guarantees without breaching applicable financial assistance, corporate benefit or fiduciary duty rules or incurring adverse tax consequences, guarantee all obligations under the European Term Loan Facility. The U.S. Dollar Term Loan Facility is secured by a second priority security interest in the accounts receivable and inventory of the domestic subsidiaries of the U.S. Borrowers and a first priority security interest in substantially all other assets of the U.S. Obligors. The European Term Loan Facility is secured by a first priority security interest in all assets of the European Obligors.

        The amended and restated First Lien Credit Agreement eliminated the revolving credit facility, extended the maturity date of both the U.S. Dollar Term Loan Facility and the European Term Loan Facility (together the Term Loans) from June 29, 2012 to June 29, 2013, and, eliminated requirements for quarterly repayments. The Term Loans may be prepaid at any time without premium or penalty. Mandatory prepayments are required to be made equal to proceeds arising from certain asset sales, casualty insurance, certain issuances of debt securities, and 75% of the Company's annual excess cash flow (as defined). Prepayments are required annually (beginning in the first quarter of 2011) based upon the excess cash flow of the immediately preceding fiscal year. Based on the consolidated excess cash flow calculation for 2010, no excess cash flow payment is required to be made in the first quarter of 2011.

        On December 30, 2009, in conjunction with the sale of assets, the Company made an approximate $2.0 million mandatory prepayment on the First Lien Credit Facility. In addition to this mandatory prepayment, the company made voluntary prepayments on July 9, 2010, August 13, 2010, and September 30, 2010 of approximately $5.0 million, $5.0 million, and $25 million, respectively. The Company also chose to make a Cash Pay election for approximately $5.7 million of PIK interest on November 30, 2010. The combination of these prepayments resulted in an approximate $42.7 million reduction in the First Lien debt offset by additional indebtedness of approximately $22 million due to PIK interest.

        The First Lien Credit Agreement contains affirmative and negative covenants customary for this type of financing, including but not limited to, financial covenants related to minimum interest coverage, minimum fixed charge coverage, maximum capital expenditures, maximum total leverage and minimum liquidity. The First Lien Credit Agreement includes negative covenants that restrict the Company's ability to, among other things, incur additional indebtedness, incur liens, guarantee obligations, pay dividends or make redemptions or make voluntary payments on subordinated debt, engage in mergers and make acquisitions, sell assets, enter into sale leaseback transactions, and engage in certain types of transactions with affiliates. These limitations also prohibit the U.S. borrower's ability to transfer cash or other assets to Euramax Holdings, whether by dividend, loan or otherwise. Accordingly, restricted net assets of the Company's subsidiaries included in consolidated equity were approximately $9.6 million and $46.8 million at December 31, 2010 and December 25, 2009, respectively. The First Lien Credit Agreement also contains cross default provisions with the Asset Based Revolving Credit Facility. Failure to comply with covenants contained in the Company's First

F-19

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

7. Long-Term Debt (Continued)

Lien Credit Agreement in future periods, if not waived or amended, would result in an event of default. Under an event of default, the lender may declare all or any portion of the obligations immediately due and payable. Any default resulting in the acceleration of indebtedness or foreclosure on collateral would have a material adverse effect on the Company.

        Term Loans bear interest at the greater of 3.00% or a reserve adjusted Eurodollar rate, plus an applicable margin. The applicable margin for the Cash Pay Loan is 7.00%. The applicable margin for the PIK Loan is 11.00% unless the Company elects, at least ten days prior to the expiration of an interest contract period, to pay interest applicable to the contract period. In such event, the applicable margin is 9.00%. The Company may select interest contract periods of 30, 60, 90 or 180 days. Interest on the Cash Pay Loan is payable on the last day of each calendar month within the interest contract period. Interest representing the applicable margin on the PIK Loan is payable at the earlier of the expiration of the interest contract period or within 90 days of the start of an interest contract period. Accrued interest attributable to the applicable margin (PIK Interest) on the PIK Loan, if not elected by the Company to be paid in cash, is capitalized at the earlier of the end of an interest contract period or 90 days. At December 31, 2010 and December 25, 2009, PIK Interest of $2.4 million and $2.1 million, respectively, was recorded as a long-term liability based upon the Company's ability and intent to capitalize such interest as part of the PIK Loan principal. The applicable interest rates for borrowings under the Cash Pay Loan and PIK Loan were 10% and 14%, respectively, as of December 31, 2010 and December 25, 2009. If on the third anniversary of the Restructuring the Company does not elect to begin making cash payments of interest on the PIK Loan, the applicable margins for the Cash Pay Loan and PIK Loan increase to 9.0% and 13.0%, respectively.

Asset-Based Revolving Credit Facility

        On the Restructuring date, the Company entered into a $70.0 million asset-based revolving credit facility (the ABL Facility). Proceeds from the ABL Facility were used to pay certain fees incurred in connection with the Restructuring and may be used for working capital or other corporate purposes. Borrowings under the ABL Facility are secured by a first priority security interest in the accounts receivable and inventory of the Company's domestic subsidiaries ($90.1 million as of December 31, 2010 and $93.0 million as of December 25, 2009). The Company may elect either LIBOR or Base Rate revolving loans under the ABL Facility. The Company entered into a First Amendment to the ABL Facility on September 24, 2010, which amended the borrowing rate for LIBOR Loan borrowings from the greater of 2.50% or a LIBOR Index Rate plus an applicable margin of 3.50%, to a LIBOR Index Rate plus an applicable margin of 3.50%. The amendment also reduced the commitment fees on the ABL Facility from 0.75% to 0.50%. A Second Amendment to the ABL facility on October 15, 2010 amended the borrowing rate for Base Rate borrowings from the greater of 2.50%; the Federal Funds rate plus 0.5%; or the lender's Prime Rate plus 2.0%, plus an applicable margin of 1.25%. to the greatest of 2.50%; or the Federal Funds Rate plus 0.5%; or the Prime Rate in effect on such day; or LIBOR for an interest period of one-month plus 1%, plus an applicable margin of 1.25%.The applicable margins for both Base Rate and LIBOR loans increase 0.5% and 1.0% in the event that availability under the ABL Facility falls below $25.0 million and $10.0 million, respectively.

F-20

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

7. Long-Term Debt (Continued)

        The ABL Facility requires the Company to pay commitment fees equal to 0.50% per annum on the average daily undrawn portion of the facility. Amounts under the ABL Facility may be borrowed, repaid and reborrowed until the loan termination date, subject to borrowing base limitations related to the amounts of eligible accounts receivable and inventory. Subsequent to the Amendments, the Company borrowed approximately $14.0 million on the facility, and utilized the borrowings and excess available cash to pay down approximately $25.0 million on the First Lien Credit Agreement. The borrowings on the ABL were repaid as of October 18, 2010.

        At December 31, 2010 and December 25, 2009, $56.9 million and $47.5 million, respectively, were available to be drawn on the ABL Facility. The ABL Facility contains affirmative and negative covenants customary for this type of financing and cross default provisions with the First Lien Credit Agreement. The ABL Facility terminates on June 29, 2012.

Debt Restructuring

        On June 29, 2009, Euramax, its lenders, the Equity Sponsors and certain management shareholders agreed to a restructuring of indebtedness owed by the Company to lenders under the First and Second Lien Credit Agreements, the Equity Sponsor PIK Notes, and of amounts owed to counterparties to the Interest Rate Swaps (the Restructuring). See Note 8 for further discussion of the Interest Rate Swaps. Under the terms of the Restructuring, 100% of the Equity Sponsor PIK Notes consisting of principal and accrued interest of $195.4 million and $1.4 million, respectively, were cancelled. In addition, lenders cancelled 100% of amounts owed under the Second Lien Credit Agreement consisting of principal and accrued interest of $191 million and $12 million, respectively. In exchange, lenders under the Second Lien Credit Agreement received 100% of the issued and outstanding stock of the Company. Such stock was issued to lenders in proportion to their holdings of the Second Lien loans prior to the restructuring. As a result, the Company recorded the fair value of equity securities issued (less associated fees) together with the cancelled principal and accrued interest under the Equity Sponsor PIK notes as a credit to paid-in-capital and recognized a pretax extinguishment gain of $8.7 million on the exchange.

        Also under the terms of the Restructuring, lenders under the First Lien Credit Agreement, together with counterparties to the Interest Rate Swaps, amended and restated the First Lien Credit Agreement to, among other items, split the sum of amounts owed under the First Lien secured revolving credit facility ($77.5 million), the U.S. Dollar Term Loan Facility ($304.8 million), the European Term Loan Facility ($109.3 million) and the Interest Rate Swaps ($18.9 million) into two components consisting of a cash pay portion (the Cash Pay Loan) and a payment-in-kind portion (the PIK Loan). Immediately following the Restructuring, principal balances owed under the Cash Pay Loan and PIK Loan were $261.2 million (including capitalized fees of $1.3 million) and $251.8 million (including accrued interest and capitalized fees of $14.9 million), respectively.

        On the Restructuring date, debt issuance costs of $2.5 million were capitalized in connection with the amendment and restatement of the First Lien Credit Agreement.

        The Restructuring was preceded by a series of forbearance and limited waiver agreements in place from November 10, 2008 to the Restructuring date. Pursuant to the terms of these agreements, lenders under the First and Second Lien Credit Agreements and the Accounts Receivable Facility agreed to

F-21

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

7. Long-Term Debt (Continued)

forbear from exercising rights and remedies, including accelerating repayment of the outstanding debt, with respect to named events of default primarily related to financial covenant compliance. The forbearance agreements contained, among other items, a minimum liquidity requirement and restrictions on distributions of cash. During the period of forbearance, the Company was restricted from borrowing under the First Lien Revolving Credit Facility. In 2008, the Company recognized interest expense of $21.6 million representing the accelerated amortization of remaining deferred financing fees to coincide with the term of the first forbearance. In 2009, interest expense of $5.5 million was recognized representing fees and expenses relating to obtaining forbearances.

The Second Lien Credit Agreement

        Prior to the Restructuring, the Second Lien Credit Agreement consisted of a $190.0 million term loan facility. Euramax International, Inc. and Euramax International Holdings B.V. were the borrowers under the term loan facility. Borrowings under the second lien term facility bore interest, at the borrower's option, at either a base rate plus an applicable margin of 6.00% to 7.75% per annum based on the leverage ratio, or a reserve adjusted Eurodollar rate plus an applicable margin of 7.00% to 8.75% per annum based on the leverage ratio.

Equity Sponsor PIK Notes

        Prior to the Restructuring, notes issued to the Equity Sponsors (the Equity Sponsor PIK Notes) totaled $195.4 million, consisting of $172 million of original principal and $23.4 million in payment-in-kind interest. Euramax Holdings, Inc. was the borrower under the Equity Sponsor PIK Notes. Borrowings under the Equity Sponsor PIK Notes bore interest at 12.5% through December 21, 2007 and at 9.00% from that point forward until their cancellation. Interest on the equity sponsored notes was paid-in-kind.

Accounts Receivable Facility

        Prior to the Restructuring, the Company was a party to a $60.0 million accounts receivable securitization facility (the Accounts Receivable Facility). The Accounts Receivable Facility was repaid on the Restructuring date. Under the Accounts Receivable Facility, the Company sold substantially all of the trade receivables of certain U.S. subsidiaries to Euramax Receivables LLC, a wholly owned, special purpose subsidiary. Euramax Receivables LLC funded these purchases with borrowings under a loan agreement with a third party. Amounts outstanding under the loan agreement were collateralized by trade receivables purchased by Euramax Receivables LLC. Borrowings under the loan agreement bore interest at a LIBOR Index Rate plus an applicable margin of 1.50%. The Accounts Receivable Facility required the Company to pay commitment fees equal to 0.25% per annum on the average daily undrawn portion of the facility. Euramax Receivables LLC is included in the Company's consolidated financial statements.

F-22

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

8. Financial Instruments

        Historically, the Company has entered into interest rate agreements with major financial institutions to reduce the impact of interest rate fluctuations related to debt payments.

        In October 2005, the Company entered into four interest rate swaps (the Interest Rate Swaps), whereby the Company paid its counterparties a fixed interest rate of 4.623% on a notional amount of $375.0 million. In exchange, the Company received payments equal to a floating interest rate of three-month U.S. Dollar LIBOR on an equivalent notional amount. The Interest Rate Swaps were initially designated as cash flow hedges that effectively converted a portion of the Company's U.S. Dollar floating rate debt into fixed rate debt. The effectiveness of the Interest Rate Swaps was assessed using the hypothetical derivative method. During 2008, amendments to the First and Second Lien Credit Agreements resulted in the Interest Rate Swaps no longer qualifying as cash flow hedges. After ceasing to qualify for hedge accounting, changes in the fair value of the Interest Rate Swaps were recorded as a gain or loss in other (income) expense. In June 2009, as part of the Restructuring discussed in Note 7, the Interest Rate Swaps were terminated. The fair value (a liability of approximately $18.9 million) of the Interest Rate Swaps at the time of termination was added to the outstanding balance of the First Lien Term Loans. To measure the fair value of the Interest Rate Swaps, the Company obtained quotations from financial institutions including the swap counterparties, a Level 2 measurement in the fair value hierarchy. Such quotations were corroborated and compared to the Company's valuation determined through a discounted, estimated future cash flow methodology. As of December 31, 2010 and December 25, 2009, the Company had no outstanding derivative financial instruments which required fair value measurements.

        The following tables summarize the effect of the Company's derivative instruments on the Consolidated Statements of Operations for the years ended December 31, 2010, December 25, 2009, and December 26, 2008:

	Amount of Pretax Loss Recognized in Accumulated OCI
	Year Ended December 31, 2010		Year Ended December 25, 2009		Year Ended December 26, 2008
Derivatives previously designated as cash flow hedging instruments
Interest rate swap agreements	$	—	$	4,287	$	8,782

		Amount of Pretax Loss Reclassified from Accumulated OCI into Earnings
	Location of Loss Reclassified from Accumulated OCI into Earnings
		Year Ended December 31, 2010		Year Ended December 25, 2009		Year Ended December 26, 2008
Derivatives designated as cash flow hedging instruments
Interest rate swap agreements	Interest expense	$	4,287	$	4,495	$	6,905

F-23

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

8. Financial Instruments (Continued)

		Amount of Pretax Loss, Recognized in Earnings
	Location of Loss	Year Ended December 31, 2010		Year Ended December 25, 2009		Year Ended December 26, 2008
Derivatives not designated as hedging instruments
Interest rate swap agreements	Other loss	$	—	$	4,073	$	7,454

        Pretax losses on derivatives previously designated as cash flow hedging instruments were reclassified from accumulated OCI to earnings totaling $4,287, $4,495, and $6,905, in 2010, 2009, and 2008, respectively. As of December 31, 2010, all pretax losses recognized in OCI had been fully amortized into earnings.

        The following table summarizes activity in OCI related to derivatives held by the Company.

	Pre-Tax Gains (Losses)			Income Tax			After-Tax Gains (Losses)
Accumulated derivative net losses at December 28, 2007	$	(7,300	)	$	2,847		$	(4,453	)
Year ended December 26, 2008
Net changes in fair value of derivatives resulting from adoption of SFAS No. 157		501			(195	)		306
Net changes in fair value of derivatives		(8,888	)		3,466			(5,422	)
Net loss reclassified from OCI into earnings		6,905			(3,271	)		3,634
Accumulated derivative net losses at December 26, 2008		(8,782	)		2,847			(5,935	)
Year ended December 25, 2009
Net loss reclassified from OCI into earnings		4,495			(1,464	)		3,031
Accumulated derivative net losses at December 25, 2009		(4,287	)		1,383			(2,904	)
Year ended December 31, 2010
Net loss reclassified from OCI into earnings		4,287			(1,383	)		2,904
Accumulated derivative net losses at December 31, 2010	$	—		$	—		$	—

        The Company estimates that the fair value of its First Lien Credit Agreement debt was $487.9 million at December 31, 2010. Fair value was estimated using quotes provided by brokers that trade the Company's First Lien debt.

        The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The fair value of these financial instruments approximates their carrying values at December 31, 2010, December 25, 2009, and December 26, 2008. The Company places its cash and cash equivalents with high credit quality institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation insurance limit; however, the Company believes that its credit risk exposure is not significant due to the high credit quality of the institutions. The Company routinely assesses the financial strength of its customers, monitors past due balances based on contractual terms, and generally does not require collateral. The Company provides for doubtful accounts based on historical experience and when

F-24

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

8. Financial Instruments (Continued)

current market conditions indicate that collection of an amount is doubtful. The Company has a concentration of credit risk with customers in the U.S. home improvement retail, U.S. and European RV, U.S. and European commercial construction and U.S. home improvement contractor industries.

9. Common Stock

        The Company has authorized 1,200,000 shares consisting of 600,000 shares of Class A voting common stock, par value of one dollar ($1.00) per share, and 600,000 shares of Class B convertible restricted voting common stock, par value of one dollar ($1.00) per share. As part of the restructuring of indebtedness owed by the Company to lenders under the First and Second Lien Credit Agreements, lenders cancelled 100% of amounts owed under the second lien credit agreement in exchange for 100% of the Company's issued and outstanding common stock. Common stock was issued to lenders in proportion to their holdings of the second lien loans prior to the restructuring. As of December 31, 2010, the Company had 181,676 issued and outstanding shares of common stock with a par value of one dollar ($1.00) per share. Except with respect to voting rights, all shares of Class A and Class B convertible restricted voting common stock are identical in all respects and entitle the holder thereof to the same rights, preferences and privileges, and are subject to the same qualifications, limitations and restrictions, all as described in the Company's Certificate of Incorporation. The senior secured credit facility contains certain restrictions on the payment of cash dividends.

        The holders of Class A common stock are entitled to one vote per share on all matters voted on by the Company's stockholders, and the holders of Class B convertible restricted voting common stock are generally entitled to one vote per ten (10) shares held on any matters to be voted on by the Company's stockholders, with exceptions as noted in the Company's Certificate of Incorporation. In addition, each share of Class B convertible common stock may be converted at any time into one share of Class A common stock at the option of the holder.

        The Company is party to a stockholders agreement with the existing holders of its common stock. The stockholders agreement provides that stockholders holding a majority of the Company's outstanding stock must approve, among other things: (i) the Company's engagement in a public offering, (ii) amendment or restatement of the Company's charter of bylaws, (iii) any increase or decrease in the number of directors on the board and (iv) any actions, approvals or restatement of the charter of bylaws, (v) any increase or decrease in the number of directors on the Company's board and (vi) any actions, approval or agreement with respect to the foregoing provision. The agreement imposes transfer restrictions that control the manner in which the Company's stockholders may transfer their shares. The agreement also provides for preemptive rights. The preemptive rights do not apply in connection with a public offering.

        In addition, the Company is party to a registration rights agreement with its existing shareholders. Under the registration rights agreement, a stockholder who holds "registrable securities" may request that the Company register such securities through a demand registration or a piggyback registration. Registrable securities include the common stock delivered to the Company's stockholders in connection with the Restructuring (whether or not the common stock continues to be held by the stockholder who acquired the common stock in the Restructuring) and common stock issued to management under our Executive Incentive Plan.

F-25

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

10. Stock Compensation

        Employees of the Company have participated in various stock-based compensation plans. Stock options, restricted stock and restricted stock units have been granted under the plans. Participation in these plans is reflected as compensation to the Company's employees and is included in selling and general expenses in the accompanying consolidated financial statements. Compensation is recorded based upon the estimated fair value of the award on the date of grant and is recognized on a straight-line basis over the period that the award vests. Stock-based compensation on performance based awards is recognized only if the performance targets are achieved.

Stock Options

        Prior to June 29, 2009, under various plans, the Company reserved 31,100 of its shares of common stock for issuance, as defined. During that period the Company granted options to purchase its common stock to selected officers and other key employees of the Company. Options granted consisted of options with service-based and performance-based vesting requirements. During 2009 and 2008 the Company recognized approximately $2.2 million and $0.9 million of stock compensation expense related to outstanding options, including amounts accelerated in 2009 as a result of the Restructuring, as discussed below.

        Options were granted with an exercise price equal to the estimated fair value of the Company's common stock on the grant date, vested in increments over a period of up to five years based on continued employment and had 10-year contractual terms. Options with performance vesting conditions vested based on continued employment and were subject to the achievement of specified performance targets.

        All outstanding options were cancelled as a result of the Restructuring as described in Note 7. This cancellation required the recognition of compensation expense of approximately $1.6 million, in 2009, for the remaining amount of unrecognized compensation.

        The fair value of each option award was estimated on the date of grant using a Black-Scholes-Merton option-pricing model. The weighted average grant date fair value of the 2008 grants was $177 per share. The assumptions used for options granted in 2008 included a risk free interest rate of 3.17%, an expected option life of five years, volatility of 34% and no dividends. There were no options granted or exercised during the year ended December 25, 2009.

Restricted Stock and Restricted Stock Units

        Effective September 24, 2009, the Company adopted the Euramax Holdings, Inc. Executive Incentive Plan (the Plan). Under the Plan, the Company reserved 21,737 restricted shares of Class A Common Stock for issuance to selected officers, directors and other key employees. To the extent that shares issued under the plan are forfeited or the award terminates, such shares may be reissued under the plan. The plan terminates on September 23, 2019.

F-26

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

10. Stock Compensation (Continued)

        A summary of changes in unvested shares of restricted stock for the year ended December 31, 2010 are as follows:

		Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 25, 2009			17,000		$	654
	Granted		2,000			608
	Vested		(4,075	)		654
	Forfeited		(850	)		654
Balance at December 31, 2010			14,075		$	647

        During 2010, the Company granted 1,500 shares of restricted stock and 500 shares of restricted stock units of Class A Common Stock to employees under the plan. During 2009, the Company granted 14,350 shares of restricted stock and 2,650 shares of restricted stock units. The restricted stock and restricted stock units vest ratably over four years based upon continued employment or immediately upon a change in control or termination of employment by reason of death or disability. Restricted stock units are required to be settled by issuance of shares of the Company's common stock. Shares issued pursuant to the plan are subject to a stockholders agreement (the Stockholders Agreement) entered into in connection with the Restructuring. The Stockholders Agreement contains certain restrictions on the ability of stockholders to transfer common stock of the Company. The Stockholder Agreement also provides stockholders with customary tag-along rights and drag-along rights with respect to certain transfers of stock or equity securities of the Company and customary preemptive rights in connection with the issuance of common stock or equity securities by the Company.

        The fair value of restricted stock and restricted stock units was estimated on the date of grant based on the estimated fair value of the Company's Class A common stock determined using an income and market valuation analysis. The weighted average grant date fair value of the 2010 and 2009 grants were $608 and $654 per share, respectively. During 2010 and 2009, the Company recognized expense of approximately $2.3 million and $0.6 million related to restricted stock and restricted stock units within Selling and general costs.

        Determining the fair value of the Company's common stock requires making complex and subjective judgments. Accordingly, the Company performed valuations using an income and market approach for grants made during 2010 and 2009. The Company's income approach to valuation is based on a discounted future cash flow approach that uses its estimates of revenue, driven by assumed market growth rates, and estimated costs as well as appropriate discount rates. The Company's revenue forecasts are based on expected annual growth rates and other assumptions that are consistent with the plans and estimates the Company uses to manage the business. The Company applied discount rates of 13.5% and 13.0% in 2010 and 2009, respectively, to calculate the present value of its future cash flows, which was determined using the Capital Asset Pricing Model. The Company also applied a 25% lack of marketability discount, which accounts for the fact that private companies are less liquid than similar public companies, and a 20% minority interest discount. These discounts were estimated based on comparable market transactions and other analyses.

F-27

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

10. Stock Compensation (Continued)

        As of December 31, 2010, the Company had approximately $7.0 million of unrecognized compensation cost related to stock-based compensation arrangements granted under the Plan. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 2.9 years.

11. Income Taxes

        The provision/(benefit) for income taxes is comprised of the following:

		Year Ended
		December 31, 2010			December 25, 2009			December 26, 2008
Current:
	U.S. Federal	$	(2,673	)	$	(12,454	)	$	1,201
	Foreign		4,997			(1,712	)		2,239
	State		949			3,211			4,778
			3,273			(10,955	)		8,218
Deferred:
	U.S. Federal		(12,135	)		10,125			(40,286	)
	Foreign		(3,823	)		(4,810	)		(21,014	)
	State		(1,776	)		4,343			(7,996	)
			(17,734	)		9,658			(69,296	)
		$	(14,461	)	$	(1,297	)	$	(61,078	)

        The U.S. and foreign components of loss from continuing operations before income taxes are as follows:

	Year Ended
	December 31, 2010			December 25, 2009			December 26, 2008
U.S.	$	(52,119	)	$	(71,911	)	$	(364,720	)
Foreign		(730	)		(13,684	)		(174,552	)
	$	(52,849	)	$	(85,595	)	$	(539,272	)

F-28

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Income Taxes (Continued)

        Reconciliation of the differences between income taxes computed at the U.S. Federal statutory tax rate and the Company's income tax benefit follows:

	Year Ended
	December 31, 2010			December 25, 2009			December 26, 2008
Tax benefit at U.S. Federal statutory rate	$	(18,497	)	$	(29,958	)	$	(188,745	)
State income taxes, net of U.S. Federal income tax benefit		(729	)		3,907			(4,781	)
Earnings taxed at rates different than the U.S. federal statutory rate		(185	)		1,844			9,193
Impact of permanent goodwill		—			—			103,516
Impact of non-deductible interest		1,885			812			—
Changes in enacted tax rates		(101	)		(15	)		(45	)
Impacts of the Restructuring		—			22,194			—
Implementation of tax planning strategies		(8,494	)		—			—
Change in valuation allowances		4,075			3,979			12,857
Impact of changes in uncertain tax positions		(2,442	)		(9,053	)		10,363
Foreign dividends		8,040			3,838			—
Other, net		1,987			1,155			(3,436	)
	$	(14,461	)	$	(1,297	)	$	(61,078	)

        The impact of restructuring in 2009 (see Note 7) created cancellation of indebtedness income (CODI). For tax purposes, CODI may be included in current year taxable income, deferred and reported in taxable income in future years, reduce certain tax attributes, or be altogether removed from taxable income in current and future years ("Black Hole" CODI). CODI is excluded from taxable income when the debtor is insolvent, but only to the extent of the debtor's insolvency. The Company had excludable CODI, which is Black Hole CODI or reduced consolidated tax attributes. The amount of CODI approximated $172 million, $69 million of which is Black Hole CODI and $103 million of which reduced certain tax attributes. All impacts from CODI were considered in the 2009 tax benefit recorded by the Company.

F-29

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Income Taxes (Continued)

        At December 31, 2010 and December 25, 2009, the combined tax-effected temporary differences are as follows:

	Asset (Liability)
	December 31, 2010			December 25, 2009
Accrued expenses	$	3,330		$	3,576
Accounts receivable		2,018			2,799
Inventories		(166	)		482
Other		2,675			2,898
Valuation allowance		(2,994	)		(4,915	)
Current, net		4,863			4,840
Property, plant, and equipment		(28,828	)		(31,726	)
Customer relationships		(30,914	)		(36,506	)
Net operating losses		30,759			29,623
Other liabilities		14,337			10,968
Other		4,591			5,969
Valuation allowance		(17,033	)		(21,382	)
Noncurrent, net		(27,088	)		(43,054	)
Total, net	$	(22,225	)	$	(38,214	)

        Deferred taxes have not been provided on the undistributed earnings of foreign subsidiaries, which are considered to be permanently invested. It should be noted, however, that U.S. incremental tax has been provided on undistributed earnings because of certain U.S. deemed dividend inclusion rules. The Company has U.S. federal, U.S. state and foreign NOL carryforwards totaling approximately $33.8 million, $476.4 million and $12.6 million, respectively, which expire between 2011 and 2031. The Company's valuation allowance was $20.0 million and $26.3 million as of December 31, 2010 and December 25, 2009, respectively. All domestic NOLs and other operating loss carryforwards are potentially subject to certain statutory limitations on future use.

        A reconciliation of the beginning and ending amount of world-wide valuation allowances is as follows:

	2010			2009			2008
Balance, beginning of year		(26,297	)		(33,025	)		(14,698	)
Additions		(5,008	)		(4,173	)		(18,347	)
Reductions		11,278			10,901			20
Balance, end of year		(20,027	)		(26,297	)		(33,025	)

F-30

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

11. Income Taxes (Continued)

        In 2008, 2009 and 2010, the Company recorded valuation allowances against certain of its deferred tax asset subsequent to analyzing recoverability of its net asset. The Company analyzed the four sources of taxable income described in ASC 740 and determined that a valuation allowance is required to reduce a portion of its U.S. and foreign deferred tax assets, as it is more likely than not that some portion of the deferred tax assets will not be realized. In 2009, in connection with the Restructuring, the Company relieved a portion of its valuation allowance associated with the loss of certain tax attributes.

        The Company adopted the provisions of ASC 740, Accounting for Uncertainty in Income Taxes, on December 30, 2006. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

	2010			2009			2008
Balance, beginning of year	$	(24,028	)	$	(58,904	)	$	(36,130	)
Additions for tax positions of current year		—			—			(24,822	)
Reductions for tax positions of current years		6,660			34,876			2,048
Balance, end of year	$	(17,368	)	$	(24,028	)	$	(58,904	)

        The Company carried back its 2009 net operating losses to earlier tax years as allowed under tax legislation. As such on December 31, 2010 and December 25, 2009, the gross amount of unrecognized tax benefits was reduced to $17.4 million and $24.0 million, respectively, exclusive of interest and penalties. As of December 31, 2010 and December 25, 2009, if we were to prevail on all unrecognized tax benefits, $8.9 million and $11.5 million, respectively, would have benefited the effective tax rate.

        The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. The Company had approximately $2.4 million, $5.2 million and $4.2 million in interest accrued at December 31, 2010, December 25, 2009 and December 26, 2008, respectively. Interest and penalties recognized in 2009 and 2008 were approximately $0.6 million and $1.5 million, respectively. No interest and penalties were recognized in 2010.

        The Company anticipates no single tax position will generate a significant increase or decrease in the liability for unrecognized tax benefits within 12 months of this reporting date. The Company files income tax returns in the U.S. federal and state and local jurisdictions, and in the U.K. Canada, the Netherlands, and France. Under the generally accepted statute of limitation rules, the Company is not subject to changes in income taxes by any taxing jurisdiction for years prior to 2005.

F-31

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

12. Comprehensive Income

        Accumulated other comprehensive income (loss) balances were as follows:

	December 31, 2010			December 25, 2009
Foreign currency translation adjustment	$	17,636		$	24,892
Accumulated derivative net loss, net of tax		—			(2,904	)
Pension liability adjustments, net of tax		(4,407	)		(7,736	)
	$	13,229		$	14,252

        There were no tax effects related to the foreign currency translation adjustment component of accumulated other comprehensive income (loss) for any period presented as the earnings of the subsidiaries are considered to be permanently invested. The tax effects related to the pension liability adjustments component of accumulated other comprehensive income (loss) were a benefit of $1.2 million and $2.5 million as of December 31, 2010 and December 25, 2009, respectively. The tax effects related to accumulated derivative net losses are disclosed in Note 8.

13. Employee Benefit Plans

Retirement Plans

Defined Benefit

        The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees (the U.S. Plan). In addition, the employees at Euramax Coated Products Limited and Ellbee Limited participate in a single employer pension plan (the UK Plan). The measurement date for the U.S. and UK plans is the last day of the fiscal year. The Company curtailed the accrual of participant benefits provided under the UK Plan effective March 31, 2009. This curtailment did not affect the timing for the payment of benefits earned under the UK Plan through the curtailment date. In January 2010, the Company's board of directors approved a motion to freeze future benefit accruals under the U.S. Pension Plan. The impact on the Company's projected benefit obligation was not significant.

Multi-employer

        Under three labor contracts, the Company makes payments based on hours worked into multi-employer pension trusts established for the benefit of certain collective bargaining employees in our Feasterville, Pennsylvania, Ivyland, Pennsylvania and Romeoville, Illinois locations.

F-32

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

13. Employee Benefit Plans (Continued)

        The following table sets forth the reconciliations of the change in projected benefit obligations and plan assets, the funded status of the Company's defined benefit plans and the amounts recognized in the Company's consolidated balance sheets:

	Year Ended
	December 31, 2010						December 25, 2009
	US			UK			US			UK
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	8,409		$	46,885		$	7,467		$	35,429
Service cost		327			—			575			150
Interest cost		526			2,544			459			2,430
Employee contributions		—			—			—			63
Curtailments		—			—			—			(1,109	)
Actuarial (gain) loss		186			(3,099	)		127			8,737
Benefits paid		(190	)		(1,553	)		(219	)		(2,153	)
Currency translation adjustment		—			(1,092	)		—			3,338
Projected benefit obligation at end of year		9,258			43,685			8,409			46,885
Accumulated benefit obligation at end of year		9,258			43,685			8,409			46,885
Change in plan assets:
Fair value of plan assets at beginning of year		5,358			25,565			4,658			20,582
Actual gain on plan assets		583			1,345			834			4,722
Expected return on assets		—			1,709			—			—
Employer contributions		1,205			185			85			447
Employee contributions		—			—			—			63
Benefits paid		(190	)		(1,553	)		(219	)		(2,153	)
Currency translation adjustment		—			(569	)		—			1,904
Fair value of plan assets at end of year		6,956			26,682			5,358			25,565
Funded status	$	(2,302	)	$	(17,003	)	$	(3,051	)	$	(21,320	)
Amounts recognized in the consolidated balance sheets
Other liabilities	$	(2,302	)	$	(17,003	)	$	(3,051	)	$	(21,320	)

        Pretax amounts in accumulated other comprehensive income not yet recognized as components of net periodic pension cost are as follows:

	December 31, 2010		December 25, 2009
Net actuarial loss	$	5,229	$	10,189
Prior service cost		—		31
Net amounts recognized in balance sheets	$	5,229	$	10,220

F-33

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

13. Employee Benefit Plans (Continued)

        Amounts in accumulated other comprehensive income expected to be recognized as components of net periodic pension costs in 2011 are not significant.

        Pre-tax amounts recognized in other comprehensive income consist of the following:

	Year Ended
	December 31, 2010						December 25, 2009						December 26, 2008
	US			UK			US			UK			US			UK
Net actuarial (gain) loss	$	100		$	(4,444	)	$	(340	)	$	5,522		$	2,136		$	11,575
Prior service cost		—			—			—			—			—			—
Effect of curtailment		(29	)		—			—			(1,109	)		—			—
Amortization of actuarial loss		(34	)		(306	)		(117	)		—			—			238
Amortization of prior service cost		(1	)		—			(3	)		(39	)		(3	)		—
Total recognized in other comprehensive income	$	36		$	(4,750	)	$	(460	)	$	4,374		$	2,133		$	11,813

        The Company expects to contribute approximately $0.3 million and $1.2 million to its U.S. and U.K plans, respectively, during fiscal 2011.

        Weighted average assumptions used in computing the benefit obligations are as follows:

	December 31, 2010						December 25, 2009
	US			UK			US			UK
Weighted-average assumptions
Discount rate		5.57	%		5.40	%		6.10	%		5.66	%
Rate of compensation increases		—			—			—			—

        Weighted average assumptions used in computing net periodic pension cost are as follows:

	Year Ended
	December 31, 2010						December 25, 2009						December 26, 2008
	US			UK			US			UK			US			UK
Weighted-average assumptions
Discount rate		6.10	%		5.66	%		6.00	%		6.43	%		6.25	%		6.25	%
Rate of compensation increases		—			—			—			4.00	%		—			4.30	%
Expected long-term rate of return on plan assets		8.00	%		7.00	%		8.00	%		6.87	%		8.00	%		7.13	%

F-34

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

13. Employee Benefit Plans (Continued)

        Net periodic pension cost for the plans includes the following components:

	Year Ended
	December 31, 2010						December 25, 2009						December 26, 2008
	US			UK			US			UK			US			UK
Components of net periodic pension cost
Service cost	$	327			—		$	575		$	150		$	680		$	666
Interest cost		526			2,544			459			2,430			411			2,365
Expected return on assets		(498	)		(1,709	)		(367	)		(1,507	)		(468	)		(2,168	)
Amortization of actuarial (gain) loss		34			306			117			39			—			(238	)
Amortization of prior service cost		1			—			3			—			3			—
Effect of curtailment		29			—			—			—			—			—
Total Company defined benefit plan expense		419			1,141			787			1,112			626			625
Multi-employer benefit expense		1,145			—			990			—			903			—
Net periodic pension cost	$	1,564		$	1,141		$	1,777		$	1,112		$	1,529		$	625

        The following table sets forth the actual asset allocation for the plans as of December 31, 2010, December 25, 2009, and December 26, 2008 and the target asset allocation for the plans:

	December 31, 2010						December 25, 2009						December 26, 2008						Target
	US			UK			US			UK			US			UK			US			UK
Equity securities		50	%		67	%		52	%		66	%		47	%		57	%		60	%		65	%
Debt securities		27	%		32	%		32	%		33	%		33	%		41	%		37	%		35	%
Cash and cash equivalents		23	%		1	%		16	%		1	%		20	%		2	%		3	%		—

        To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio.

        The investment strategy of the plans is to ensure, over the long-term life of the plan, an adequate pool of assets along with contributions by the Company to support the benefit obligations to participants, retirees, and beneficiaries. The Company desires to achieve market returns consistent with a prudent level of diversification. All investments are made solely in the interest of each plan's participants and beneficiaries for the exclusive purposes of providing benefits to such participants and their beneficiaries and defraying the expenses related to administering the plan. The target allocation of all assets is to reflect proper diversification in order to reduce the potential of a single security or single sector of securities having a disproportionate impact on the portfolio. The Company utilizes an outside investment consultant and investment manager to implement its investment strategy. Plan assets are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment performance of plan assets is reviewed semi-annually and the investment objectives are evaluated over rolling four year time periods.

F-35

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

13. Employee Benefit Plans (Continued)

        The following table presents the fair value of the U.S. Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2010:

Asset Category	Level 1		Level 2		Level 3		Total
Cash and cash equivalents(a)	$	1,591	$	—	$	—	$	1,591
Equity securities(b)		—		3,488		—		3,488
Debt securities(c)		1,877		—		—		1,877
	$	3,468	$	3,488	$	—	$	6,956

(a)

Money market fund invested in cash equivalents and short-term marketable securities.

(b)

Commingled funds representing pooled institutional investments in equity securities.

(c)

Mutual fund invested in fixed income securities.

        The following table presents the fair value of the U.K. Plan pension assets classified under the appropriate level of fair value hierarchy as of December 31, 2010:

Asset Category	Level 1		Level 2		Level 3		Total
Cash and cash equivalents(d)	$	179	$	—	$	—	$	179
Equity securities(e)		—		17,986		—		17,986
Debt securities(f)		—		8,517		—		8,517
	$	179	$	26,503	$	—	$	26,682

(d)

Cash held in bank accounts.

(e)

Mutual fund invested in equity securities.

(f)

Mutual fund invested in corporate and government fixed share securities.

        Total benefit payments expected to be paid to participants from the plans are as follows:

	Expected Benefit Payments
	US		UK
2011	$	195	$	947
2012		219		1,078
2013		249		1,171
2014		271		1,368
2015		303		1,501
2016 - 2020		2,054		9,002

Supplemental Executive Retirement Plan

        The Company has a supplemental retirement plan for members of management. At December 31, 2010 and December 25, 2009, the accrued liability for future benefits under the plan was $0.4 and

F-36

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

13. Employee Benefit Plans (Continued)

$0.3 million, respectively. This liability is recorded in other long-term liabilities in the Company's consolidated balance sheets. Benefits expense in 2008 was $0.4 million. Benefits expense in 2010 and 2009 was not significant.

Defined Contribution

        The Company maintains two defined contribution retirement and savings plans for U.S. employees, which allow the employees to contribute a percentage of their pretax and/or after-tax income in accordance with specified guidelines. The Company matches a certain percentage of employee pre-tax contributions up to certain limits. Further, the plans provide for discretionary contributions by the Company based on years of service and age. The Company's expense in 2010 and 2008 was $0.5 million and $1.3 million, respectively. The Company's expense in 2009 was not significant, as the Company did not match employee pre-tax contributions during 2009.

        The Company also contributes to various defined contribution plans for European employees. Total contributions under these plans totaled $1.3 million in 2010, $1.6 million in 2009 and $2.0 million in 2008.

Incentive Plans

        The Company has an incentive compensation plan that covers key employees. The costs of the plan are computed in accordance with a formula that incorporates EBITDA (as defined in the plan) and return on average net assets. Compensation expense recorded under the plan in 2010 and 2009 was $3.5 million and $2.9 million, respectively. Compensation expense recorded under the plan for the year ended December 26, 2008, was not significant.

14. Commitments and Contingencies

        Minimum commitments under long-term non-cancelable operating leases, principally for equipment and facilities at December 31, 2010, were as follows:

2011	$	12,858
2012		10,721
2013		4,159
2014		1,935
2015		1,014
Thereafter		249
	$	30,936

        Rent expense under operating leases amounted to $14.2 million, $15.1 million, and $16 million for the years 2010, 2009, and 2008, respectively.

Raw Material Commitments

        The Company's primary raw materials are aluminum and steel coil. Because changes in aluminum and steel prices are generally passed through to customers, increases or decreases in aluminum and

F-37

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

14. Commitments and Contingencies (Continued)

steel prices generally cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to the level of business activity. However, if the Company is unable to pass through aluminum and steel price changes to customers in the future, it could be materially adversely affected. Although the Company believes there is sufficient supply in the marketplace to competitively source all of its aluminum and steel needs without reliance on any particular supplier, any major disruption in the supply and/or price of aluminum and steel could have a material adverse effect on the Company's business and financial condition.

        To ensure a margin on specific customer orders, the Company may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. At December 31, 2010, such fixed price purchase commitments were approximately $27.4 million for 2011 sales. These contracts are for normal purchases and sales, and therefore are not required to be accounted for as derivatives.

Litigation

        The Company is currently party to legal proceedings that have arisen in the ordinary course of business. The Company has and will continue to vigorously defend itself in these matters. It is the opinion of the Company's management, based upon information available at this time, that the expected outcome of all matters to which the Company is currently a party, would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company taken as a whole.

Environmental Matters

        The Company's operations are subject to federal, state, local and European environmental laws and regulations, including those concerning the management of pollution and hazardous substances.

        In connection with the acquisition of the Company from Alumax Inc. (which was acquired by Aluminum Company of America in May 1998, and hereafter referred to as Alumax) on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of eleven specified existing National Priorities List (NPL) sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as of the closing date of the acquisition from Alumax, as well as certain potential costs for nine sites to which the Company may have sent waste for disposal. The Company does not believe that it has any significant probable liability for environmental claims. Further, the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party at any site. Any receivable for recoveries under the indemnification would be recorded separately from the corresponding liability when the environmental claim and related recovery is determined to be probable. In addition, the Company establishes reserves for remedial measures required from time to time at its own facilities. Management believes that the reasonably probable outcomes of these matters will not be material. The Company's reserves, expenditures, and expenses for all environmental exposures were not significant as of any of the dates or for any of periods presented.

F-38

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

14. Commitments and Contingencies (Continued)

Product Warranties

        The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides accruals for warranties based on historical experience and expectations of future occurrence. Changes in the product warranty accrual are summarized follows:

		Year Ended
		December 31, 2010			December 25, 2009			December 26, 2008
Balance, beginning of year		$	5,242		$	5,323		$	4,445
	Payments made or service provided		(3,225	)		(3,451	)		(5,755	)
	Warranty expense		3,671			3,329			6,832
	Foreign currency translation		(127	)		41			(199	)
Balance, end of year		$	5,561		$	5,242		$	5,323

Collective Bargaining

        As of December 31, 2010, approximately 8% of the Company's labor force is represented by collective bargaining agreements. Additionally, as of December 31, 2010, approximately 1% of the Company's labor force is working under an expired collective bargaining agreement that is being renegotiated. Less than 1% of the Company's labor force is covered by a collective bargaining agreement that will expire within one year.

15. Related-Party Transactions

Goldman, Sachs & Co.

        Prior to the Restructuring, as described in Note 7, affiliates of Goldman, Sachs & Co. controlled approximately 97% of all of the voting power of the outstanding equity securities of the Company. During 2008, the Company paid Goldman, Sachs & Co. advisory fees of $0.7 million. On June 29, 2009, the Equity Sponsors cancelled 100% of amounts owed under Equity Sponsor PIK Notes consisting of principal and accrued interest of $195.4 million and $1.4 million, respectively. The Company recognized interest expense of approximately $8.4 million and $15.9 million in 2009 and 2008, respectively related to the Equity Sponsor PIK Notes.

16. Segment Information

        The Company manages its business and serves its customers through five reportable segments differentiated by product type and geography. The European Engineered Products segment consists of two operating segments that are below the required quantitative thresholds, and have been aggregated into one reporting segment. These reportable segments are as follows:

        U.S. Residential Building Products—The U.S. Residential Building Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories.

F-39

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

16. Segment Information (Continued)

These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. The Company sells these products to home improvement retailers, lumber yards, distributors and contractors from nine manufacturing and distribution facilities located in North America.

        U.S. Non-Residential Building Products—The U.S. Non-Residential Building Products segment utilizes light gauge steel and aluminum coil to produce exterior building components, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories. The Company sells these products to builders, contractors, lumber yards and home improvement retailers from 11 manufacturing and distribution facilities located in the U.S. These products are predominantly used in the construction of a wide variety of small scale non-residential, agricultural and industrial building types on either wood or metal frames.

        U.S. RV and Specialty Building Products—The U.S. RV and Specialty Building Products segment utilizes various materials, including aluminum coil, steel coil and fiberglass to create exterior components for the towable RV, cargo trailer and manufactured housing markets. These products include sidewall components, siding, doors and trim. The Company also produces specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the Western U.S. The Company's vinyl windows and patio and awning products are high-end replacement and remodel products that carry strong brand recognition in the regional markets where they are sold. This segment operates from 15 manufacturing and distribution facilities located in the U.S.

        European Roll Coated Aluminum—The European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which the Company also processes into specialty coated sheets and panels. The Company sells these products to building panel manufacturers, contractors and UK "holiday home," RV and transportation OEMs that sell to customers throughout Europe and in parts of Asia. The Company's customers use its specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels and liner panels for shipping containers. The Company produces and distributes these roll coated products from one facility in The Netherlands and one facility in the UK.

        European Engineered Products—The European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory-built "holiday home" builders in the U.K. The Company also produces windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in Western Europe and RV doors. The Company produces and distributes these engineered products from two facilities in France and two facilities in the UK and has developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

        The accounting policies for segments are the same as those described in Note 2. The Company evaluates the performance of its segments and allocates resources to them based primarily on segment income or (loss) from operations. Expenses, income and assets that are not segment specific relate to

F-40

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

16. Segment Information (Continued)

holding company and business development activities conducted for the overall benefit of the Company and, accordingly, are not attributable to the Company's segments.

        The following table presents information about reported segments for the years ended December 31, 2010, December 25, 2009 and December 26, 2008.

		U.S. Residential Building Products		U.S. Non- Residential Building Products			U.S. RV and Specialty Building Products			European Engineered Products			European Roll Coated Aluminum		Other Non- Allocated			Eliminations			Consolidated
2010
Net sales:
	Third party	$	244,533	$	203,326		$	146,082		$	79,225		$	210,534	$	—		$	—		$	883,700
	Intersegment		1,317		132			1,988			—			1,030		—			(4,467	)		—
Total net sales		$	245,850	$	203,458		$	148,070		$	79,225		$	211,564	$	—		$	(4,467	)	$	883,700
	Income (loss) from operations	$	13,941	$	(5,854	)	$	(3,291	)	$	(1,088	)	$	15,465	$	(205	)	$	—		$	18,968
	Depreciation and amortization	$	11,122	$	3,932		$	6,654		$	2,941		$	10,848	$	3,203		$	—		$	38,700
	Capital expenditures	$	2,639	$	1,138		$	1,522		$	2,585		$	2,126	$	2,155		$	—		$	12,165
	Total assets	$	174,839	$	60,729		$	73,726		$	67,877		$	257,645	$	32,074		$	—		$	666,890

		U.S. Residential Building Products		U.S. Non- Residential Building Products		U.S. RV and Specialty Building Products			European Engineered Products			European Roll Coated Aluminum			Other Non- Allocated			Eliminations			Consolidated
2009
Net sales:
	Third party	$	232,128	$	211,927	$	119,003		$	68,789		$	180,208		$	—		$	—		$	812,055
	Intersegment		1,207		411		1,375			—			430			—			(3,423	)		—
Total net sales		$	233,335	$	212,338	$	120,378		$	68,789		$	180,638		$	—		$	(3,423	)	$	812,055
	Income (loss) from operations	$	26,518	$	585	$	(8,625	)	$	(6,794	)	$	(3,705	)	$	(19,396	)	$	—		$	(11,417	)
	Depreciation and amortization	$	12,011	$	4,229	$	5,633		$	2,454		$	12,275		$	3,119		$	—		$	39,721
	Capital expenditures	$	755	$	302	$	257		$	1,111		$	937		$	989		$	—		$	4,351
	Total assets	$	176,526	$	67,491	$	81,204		$	75,506		$	285,099		$	72,800		$	—		$	758,626

F-41

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

16. Segment Information (Continued)

        Loss from operations for the year-ended December 25, 2009 included fixed asset impairment charges of approximately $3.5 million in the U.S. RV and Specialty Building Products Segment

		U.S. Residential Building Products			U.S. Non- Residential Building Products			U.S. RV and Specialty Building Products			European Engineered Products			European Roll Coated Aluminum			Other Non- Allocated			Eliminations			Consolidated
2008
Net sales:
	Third party	$	266,609		$	333,634		$	194,134		$	104,041		$	275,075		$	—		$	—		$	1,173,493
	Intersegment		1,968			709			3,670			—			2,515			—			(8,862	)		—
Total net sales		$	268,577		$	334,343		$	197,804		$	104,041		$	277,590		$	—		$	(8,862	)	$	1,173,493
	Loss from operations	$	(98,699	)	$	(63,347	)	$	(123,443	)	$	(93,715	)	$	(22,259	)	$	(5,566	)	$	—		$	(407,029	)
	Depreciation and amortization	$	13,015		$	5,353		$	8,482		$	8,270		$	17,767		$	2,461		$	—		$	55,348
	Capital expenditures	$	1,364		$	734		$	651		$	1,741		$	1,780		$	8,554		$	—		$	14,824
	Total assets	$	199,924		$	109,311		$	98,030		$	80,564		$	306,263		$	47,874		$	—		$	841,966

        Loss from operations for the year-ended December 26, 2008 included goodwill and other impairment charges of $117.1 million for U.S. Residential Building Products, $58.7 million for U.S. Non-Residential Building Products, $107.4 million for U.S. RV and Specialty Building Products, $84.1 million for European Engineered Products and $34.1 million for European Roll Coated Aluminum.

F-42

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

16. Segment Information (Continued)

        The following table reflects revenues from external customers by markets for the periods indicated. Revenues from external customers by groups of similar products have not been provided as it is impracticable to do so.

Customer/Markets	Primary Products	Year Ended December 31, 2010		Year Ended December 25, 2009		Year Ended December 26, 2008
Original Equipment Manufacturers (OEMs)	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels	$	219,191	$	177,318	$	317,183
Home Improvement Retailers	Rain carrying systems, roofing accessories, windows, doors and shower enclosures		192,307		193,336		213,432
Industrial and Architectural Contractors	Standing seam panels and siding and roofing accessories		158,315		152,249		211,476
Rural Contractors	Steel and aluminum roofing and siding		133,658		139,802		225,280
Distributors	Metal coils, rain carrying systems and roofing accessories		102,365		81,982		108,840
Home Improvement Contractors	Vinyl replacement windows; metal coils; rain carrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings		41,858		36,844		47,044
Manufactured Housing	Steel siding and trim components		36,006		30,524		50,238
		$	883,700	$	812,055	$	1,173,493

F-43

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

16. Segment Information (Continued)

        The following tables reflect net sales and long-lived asset information by geographic areas for the periods indicated:

	Net Sales
	Year Ended
	December 31, 2010		December 25, 2009		December 26, 2008
United States	$	584,551	$	555,124	$	784,905
The Netherlands		164,275		143,185		218,701
United Kingdom		86,264		73,774		101,007
France		39,219		32,037		59,407
Canada		9,391		7,935		9,473
	$	883,700	$	812,055	$	1,173,493

	Long Lived Assets
	December 31, 2010		December 25, 2009
United States	$	78,913	$	84,088
The Netherlands		39,926		44,381
United Kingdom		21,406		21,748
France		14,387		15,960
Canada		3,263		3,271
	$	157,895	$	169,448

        Non-U.S. revenue is classified based on the country in which the legal subsidiary is domiciled. The Company's largest customer accounted for 11.3% of 2010 and 2009 net sales and less than 10% of 2008 net sales. Sales from this customer are included in the U.S. Residential Business Products and U.S. Commercial Business Products segments. As of December 31, 2010, this customer had an outstanding trade receivable balance of $7.0 million. No other customer represented greater than 10% of the Company's revenues in 2010, 2009, or 2008.

17. Supplemental Guarantor Condensed Financial Information

        On March, 18, 2011, Euramax Holdings, Inc. (presented as Parent in the following schedules), through its 100%-owned subsidiary, Euramax International, Inc. (presented as Issuer in the following schedules) issued $375.0 million of its 9.50% Senior Secured Notes due 2016 (the "Notes"). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, Inc. and all of Euramax International, Inc.'s material domestic subsidiaries (collectively, the "Guarantors"). All other subsidiaries of Euramax International, Inc., whether direct or indirect, do not guarantee the Senior Secured Notes (the "Non-Guarantors").

        Additionally, the Notes are secured on a second priority basis by liens on all of the collateral (subject to certain exceptions) securing Euramax International, Inc.'s senior secured credit facilities. In the event that secured creditors exercise remedies with respect to Euramax International, Inc. and its

F-44

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share data)

17. Supplemental Guarantor Condensed Financial Information (Continued)

guarantors' pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by the first priority liens under the senior secured credit facilities and any other first priority obligations.

        The following condensed consolidating financial statements present the results of operations, financial position and cash flows of (1) the Parent, (2) the Issuer, (3) the Guarantor Subsidiaries, (4) the Non-Guarantor Subsidiaries, and (5) eliminations to arrive at the information for Euramax Holdings, Inc. on a consolidated basis. Separate financial statements and other disclosures concerning the Guarantors are not presented because management does not believe such information is material to investors. Therefore, each of the Guarantors is combined in the presentation below.

F-45

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2010
(in thousands)

		Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets
	Cash and cash equivalents	$	—		$	15,458		$	(7,187	)	$	16,631		$	—		$	24,902
	Accounts receivable, less allowance for doubtful accounts		—			—			36,570			47,120			—			83,690
	Inventories, net		—			—			53,156			37,071			—			90,227
	Income taxes receivable		—			—			—			—			—			—
	Deferred income taxes		—			77			5,205			503			—			5,785
	Other current assets		—			—			2,771			989			—			3,760
	Assets related to discontinued operations		—			—			—			—			—			—
Total current assets			—			15,535			90,515			102,314			—			208,364
Property, plant and equipment, net			—			—			78,913			78,982			—			157,895
Amounts due from affiliates			(3,728	)		268,169			237,525			112,717			(614,683	)		—
Goodwill			—			—			81,054			118,945			—			199,999
Customer relationships, net			—			—			53,349			34,142			—			87,491
Other intangible assets, net			—			—			8,879			—			—			8,879
Investment in consolidated subsidiaries			13,595			404,746			—			1,233			(419,574	)		—
Deferred income taxes			—			—			—			822			—			822
Other assets			—			1,426			497			1,517			—			3,440
Total assets		$	9,867		$	689,876		$	550,732		$	450,672		$	(1,034,257	)	$	666,890
									—
Liabilities and Shareholders' equity
Current liabilities
	Accounts payable	$	—		$	—		$	29,409		$	21,037		$	—		$	50,446
	Accrued expenses		36			705			16,076			18,949			—			35,766
	Accrued interest payable		—			605			—			149			—			754
	Deferred income taxes		—			—			—			922			—			922
Total current liabilities			36			1,310			45,485			41,057			—			87,888
Long-term debt			—			399,740			—			103,429			—			503,169
Amounts due to affiliates			—			285,654			224,558			104,471			(614,683	)		—
Deferred income taxes			—			(23,589	)		33,683			17,816			—			27,910
Other liabilities			—			13,166			5,462			19,464			—			38,092
Total liabilities			36			676,281			309,188			286,237			(614,683	)		657,059
Shareholders' equity:
	Common stock		182			—			1			35,021			(35,022	)		182
	Additional paid-in capital		715,790			652,883			508,688			292,251			(1,453,822	)		715,790
	Accumulated loss		(719,370	)		(652,517	)		(265,752	)		(177,720	)		1,095,989			(719,370	)
	Accumulated other comprehensive income		13,229			13,229			(1,393	)		14,883			(26,719	)		13,229
Total shareholders' equity			9,831			13,595			241,544			164,435			(419,574	)		9,831
Total liabilities & shareholders' equity		$	9,867		$	689,876		$	550,732		$	450,672		$	(1,034,257	)	$	666,890

F-46

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 25, 2009
(in thousands)

		Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets
	Cash and cash equivalents	$	—		$	46,058		$	(3,931	)	$	27,817		$	—		$	69,944
	Accounts receivable, less allowance for doubtful accounts		—			—			46,136			43,788			—			89,924
	Inventories, net		—			—			46,640			32,555			—			79,195
	Income taxes receivable		—			16,908			(16,332	)		3,674			—			4,250
	Deferred income taxes		—			470			4,331			677			—			5,478
	Other current assets		—			—			2,095			1,005			—			3,100
	Assets related to discontinued operations		—			—			2,327			—			—			2,327
Total current assets			—			63,436			81,266			109,516			—			254,218
Property, plant and equipment, net			—			—			84,088			85,360			—			169,448
Amounts due from affiliates			(3,185	)		248,428			197,048			110,844			(553,135	)		—
Goodwill			—			—			81,054			127,420			—			208,474
Customer relationships, net			—			—			64,611			44,703			—			109,314
Other intangible assets, net			—			—			9,862			—			—			9,862
Investment in consolidated subsidiaries			50,314			412,515			—			1,217			(464,046	)		—
Deferred income taxes			—			—			—			2,327			—			2,327
Other assets			—			1,776			880			2,327			—			4,983
Total assets		$	47,129		$	726,155		$	518,809		$	483,714		$	(1,017,181	)	$	758,626
Liabilities and Shareholders' equity
Current liabilities
	Accounts payable	$	—		$	—		$	32,086		$	23,257		$	—		$	55,343
	Accrued expenses		69			764			16,924			14,235			—			31,992
	Accrued interest payable		—			1,894			—			509			—			2,403
	Deferred income taxes		—			—			—			638			—			638
	Liabilities related to discontinued operations		—			—			449			—			—			449
Total current liabilities			69			2,658			49,459			38,639			—			90,825
Long-term debt			—			411,693			—			113,626			—			525,319
Amounts due to affiliates			—			257,505			183,821			111,809			(553,135	)		—
Deferred income taxes			—			(14,372	)		36,011			23,742			—			45,381
Other liabilities			—			18,357			5,987			25,697			—			50,041
Total liabilities			69			675,841			275,278			313,513			(553,135	)		711,566
Shareholders' equity:
	Common stock		178			—			1			35,021			(35,022	)		178
	Additional paid-in capital		713,460			650,550			508,689			292,252			(1,451,491	)		713,460
	Accumulated loss		(680,830	)		(614,488	)		(263,818	)		(175,846	)		1,054,152			(680,830	)
	Accumulated other comprehensive income		14,252			14,252			(1,341	)		18,774			(31,685	)		14,252
Total shareholders' equity			47,060			50,314			243,531			170,201			(464,046	)		47,060
Total liabilities & shareholders' equity		$	47,129		$	726,155		$	518,809		$	483,714		$	(1,017,181	)	$	758,626

F-47

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Year-Ended December 31, 2010
(in thousands)

		Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales		$	—		$	—		$	585,438		$	312,158		$	(13,896	)	$	883,700
Costs and expenses:
	Cost of goods sold (excluding depreciation and amortization)		—			—			495,992			250,355			(13,896	)		732,451
	Selling and general (excluding depreciation and amortization)		510			5,285			56,293			31,493			—			93,581
	Depreciation and amortization		—			—			24,462			14,238			—			38,700
Income (loss) from operations			(510	)		(5,285	)		8,691			16,072			—			18,968
Equity in earnings of subsidaries			(38,030	)		(3,825	)		—			17			41,838			—
Interest expense			—			(55,200	)		(145	)		(12,988	)		—			(68,333	)
Intercompany interest income (expense)			—			9,394			(9,690	)		296			—			—
Other income (loss), net			—			1,693			(1,069	)		(4,108	)		—			(3,484	)
Loss from continuing operations before income taxes			(38,540	)		(53,223	)		(2,213	)		(711	)		41,838			(52,849	)
(Benefit) provision for income taxes			—			(15,193	)		(431	)		1,163			—			(14,461	)
Loss from continuing operations			(38,540	)		(38,030	)		(1,782	)		(1,874	)		41,838			(38,388	)
Loss from discontinued operations, net of tax			—			—			(152	)		—			—			(152	)
Net loss		$	(38,540	)	$	(38,030	)	$	(1,934	)	$	(1,874	)	$	41,838		$	(38,540	)

F-48

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Year-Ended December 25, 2009
(in thousands)

		Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales		$	—		$	—		$	555,980		$	267,277		$	(11,202	)	$	812,055
Costs and expenses:
	Cost of goods sold (excluding depreciation and amortization)		—			—			454,231			232,097			(11,202	)		675,126
	Selling and general (excluding depreciation and amortization)		512			18,178			40,523			31,390			—			90,603
	Debt restructuring and forbearance expenses		—			—			14,506			—			—			14,506
	Depreciation and amortization		—			—			24,557			15,164			—			39,721
	Goodwill and other impairments		—			—			3,516			—			—			3,516
Income (loss) from operations			(512	)		(18,178	)		18,647			(11,374	)		—			(11,417	)
Equity in earnings of subsidaries			(76,689	)		(3,095	)		—			77			79,707			—
Interest expense			(8,427	)		(55,995	)		(2,866	)		(16,916	)		—			(84,204	)
Intercompany interest (income) expense			—			6,462			(8,418	)		1,956			—			—
Gain on extinguishment of debt			—			8,723			—			—			—			8,723
Other income (loss), net			—			(10,867	)		1,125			11,045			—			1,303
(Loss) income from continuing operations before income taxes			(85,628	)		(72,950	)		8,488			(15,212	)		79,707			(85,595	)
(Benefit) provision for income taxes			—			3,739			1,710			(6,746	)		—			(1,297	)
(Loss) income from continuing operations			(85,628	)		(76,689	)		6,778			(8,466	)		79,707			(84,298	)
Loss from discontinued operations			—			—			(1,330	)		—			—			(1,330	)
Net (loss) income		$	(85,628	)	$	(76,689	)	$	5,448		$	(8,466	)	$	79,707		$	(85,628	)

F-49

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Year-Ended December 26, 2008
(in thousands)

		Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales		$	—		$	—		$	785,627		$	400,597		$	(12,731	)	$	1,173,493
Costs and expenses:
	Cost of goods sold (excluding depreciation and amortization)		—			—			686,768			335,355			(12,731	)		1,009,392
	Selling and general (excluding depreciation and amortization)		1,346			5,788			69,988			33,486			—			110,608
	Debt restructuring and forbearance expenses		—			—			3,798									3,798
	Depreciation and amortization		—			—			28,485			26,863			—			55,348
	Goodwill and other impairments		—			—			280,332			121,044			—			401,376
Loss from operations			(1,346	)		(5,788	)		(283,744	)		(116,151	)		—			(407,029	)
Equity in earnings of subsidaries			(471,547	)		(440,264	)		—			(157	)		911,968			—
Interest expense			(15,904	)		(67,073	)		(703	)		(25,847	)		—			(109,527	)
Intercompany interest income (expense)			—			1,392			(8,389	)		6,997			—			—
Other income (loss), net			—			11,808			5,026			(39,550	)		—			(22,716	)
Loss from continuing operations before income taxes			(488,797	)		(499,925	)		(287,810	)		(174,708	)		911,968			(539,272	)
(Benefit) provision for income taxes			11,810			(28,378	)		(25,739	)		(18,771	)		—			(61,078	)
Loss from continuing operations			(500,607	)		(471,547	)		(262,071	)		(155,937	)		911,968			(478,194	)
Loss from discontinued operations, net of tax			—			—			(22,413	)		—			—			(22,413	)
Net loss		$	(500,607	)	$	(471,547	)	$	(284,484	)	$	(155,937	)	$	911,968		$	(500,607	)

F-50

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year-Ended December 31, 2010
(in thousands)

	Parent		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	—	$	(10,064	)	$	956		$	13,241		$	—	$	4,133
Investing Activities
Proceeds from sale of assets		—		—			2,680			3			—		2,683
Capital expenditures		—		—			(7,136	)		(5,029	)		—		(12,165	)
Net cash used in investing activities		—		—			(4,456	)		(5,026	)		—		(9,482	)
Financing Activities
Changes in cash overdrafts		—		—			(8	)		—			—		(8	)
Net repayments on First Lien Credit Facility		—		(29,487	)		—			(7,551	)		—		(37,038	)
Due (to) from affiliates		—		8,951			252			(9,203	)		—		—
Net cash used in financing activities		—		(20,536	)		244			(16,754	)		—		(37,046	)
Effect of exchange rate changes on cash		—		—			—			(2,647	)		—		(2,647	)
Net decrease in cash and cash equivalents		—		(30,600	)		(3,256	)		(11,186	)		—		(45,042	)
Cash and cash equivalents at beginning of period		—		46,058			(3,931	)		27,817			—		69,944
Cash and cash equivalents at end of period	$	—	$	15,458		$	(7,187	)	$	16,631		$	—	$	24,902

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year-Ended December 25, 2009
(in thousands)

	Parent		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	—	$	(47,588	)	$	88,667		$	18,403		$	—	$	59,482
Investing Activities
Proceeds from sale of assets		—		—			2,305			20			—		2,325
Capital expenditures		—		—			(2,258	)		(2,093	)		—		(4,351	)
Net cash used in investing activities		—		—			47			(2,073	)		—		(2,026	)
Financing Activities
Changes in cash overdrafts		—		—			(3	)		—					(3	)
Net repayments on accounts receivable securitization facility		—		—			(34,633	)		—					(34,633	)
Net repayments on First Lien Credit Facility		—		(773	)		—			(280	)				(1,053	)
Deferred financing fees		—		—			(240	)		—					(240	)
Due (to) from affiliates		—		94,418			(73,203	)		(21,215	)		—		—
Net cash used in financing activities		—		93,645			(108,079	)		(21,495	)		—		(35,929	)
Effect of exchange rate changes on cash		—		—			—			(241	)		—		(241	)
Net decrease in cash and cash equivalents		—		46,057			(19,365	)		(5,406	)		—		21,286
Cash and cash equivalents at beginning of period		—		1			15,434			33,223			—		48,658
Cash and cash equivalents at end of period	$	—	$	46,058		$	(3,931	)	$	27,817		$	—	$	69,944

F-51

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year-Ended December 26, 2008
(in thousands)

	Parent		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	—	$	(37,637	)	$	32,532		$	(11,350	)	$	—	$	(16,455	)
Investing Activities
Proceeds from sale of assets		—		—			4,746			3,294			—		8,040
Capital expenditures		—		—			(11,221	)		(3,603	)		—		(14,824	)
Net cash used in investing activities		—		—			(6,475	)		(309	)		—		(6,784	)
Financing Activities
Changes in cash overdrafts		—		—			(175	)		—			—		(175	)
Net borrowings (repayments) on First Lien Credit Facility		—		73,364			—			(453	)		—		72,911
Net repayments on accounts receivable securitization facility		—		—			(5,367	)		—			—		(5,367	)
Deferred Financing Fees		—		(5,927	)		(480	)		(1,364	)		—		(7,771	)
Due (to) from affiliates		—		(29,801	)		(5,932	)		35,733			—		—
Net cash provided by (used in) financing activities		—		37,636			(11,954	)		33,916			—		59,598
		—		—			—			—			—		—
Effect of exchange rate changes on cash		—		—			—			4,027			—		4,027
Net increase (decrease) in cash and cash equivalents		—		(1	)		14,103			26,284			—		40,386
Cash and cash equivalents at beginning of period		—		2			1,331			6,939			—		8,272
Cash and cash equivalents at end of period	$	—	$	1		$	15,434		$	33,223		$	—	$	48,658

F-52

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

			July 1, 2011			December 31, 2010
			(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	11,903		$	24,902
	Accounts receivable, net of allowance for doubtful accounts of $5,366 and $5,742, respectively			120,197			83,690
	Inventories			121,772			90,227
	Income taxes receivable			1,193			—
	Deferred income taxes			5,822			5,785
	Other current assets			6,374			3,760
		Total current assets		267,261			208,364
Property, plant and equipment, net				159,546			157,895
Goodwill				209,590			199,999
Customer relationships, net				81,498			87,491
Other intangible assets, net				8,488			8,879
Deferred income taxes				777			822
Other assets				11,684			3,440
		Total assets	$	738,844		$	666,890
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Bank overdrafts		$	1,690		$	—
	Accounts payable			92,244			50,446
	Accrued expenses and other current liabilities			39,828			35,766
	Accrued interest payable			10,663			754
	Deferred income taxes			1,002			922
		Total current liabilities		145,427			87,888
Long-term debt				523,522			503,169
Deferred income taxes				26,640			27,910
Other liabilities				37,804			38,092
		Total liabilities		733,393			657,059
Shareholders' equity:
	Common stock			182			182
	Additional paid-in capital			717,087			715,790
	Accumulated loss			(729,827	)		(719,370	)
	Accumulated other comprehensive income			18,009			13,229
		Total shareholders' equity		5,451			9,831
		Total liabilities and shareholders' equity	$	738,844		$	666,890

See the accompanying notes to these condensed consolidated financial statements.

F-53

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

			Six months ended
			July 1, 2011			July 2, 2010
Net sales			$	467,237		$	442,260
Costs and expenses:
	Cost of goods sold (excluding depreciation and amortization)			386,731			360,447
	Selling and general (excluding depreciation and amortization)			51,179			47,914
	Multiemployer pension withdrawal expense			1,200			—
	Depreciation and amortization			18,746			18,323
		Earnings from operations		9,381			15,576
Interest expense				(28,752	)		(36,251	)
Other income (loss), net				8,656			(5,843	)
Loss from continuing operations before income taxes				(10,715	)		(26,518	)
Provision (benefit) for income taxes				(258	)		(3,699	)
Loss from continuing operations				(10,457	)		(22,819	)
Loss from discontinued operations, net of tax				—			(116	)
Net loss			$	(10,457	)	$	(22,935	)

See the accompanying notes to these condensed consolidated financial statements.

F-54

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

			Six months ended July 1, 2011			Six months ended July 2, 2010
Net cash used in operating activities			$	(9,736	)	$	(30,946	)
Cash flows from investing activities:
	Proceeds from sales of assets			64			2,186
	Capital expenditures			(5,990	)		(4,483	)
		Net cash used in investing activities		(5,926	)		(2,297	)
Cash flows from financing activities:
	Changes in bank overdrafts			1,690			(8	)
	Net borrowings on ABL Credit Facility			25,931			—
	Net repayments on First Lien Credit Facility			(412,028	)		(2,183	)
	Borrowings under Senior Secured Notes			375,000			—
	Borrowings under Senior Unsecured Notes			19,812			—
	Debt issuance costs			(10,476	)		—
		Net cash used in financing activities		(71	)		(2,191	)
Effect of exchange rate changes on cash				2,734			(2,733	)
Net decrease in cash and cash equivalents				(12,999	)		(38,167	)
Cash and cash equivalents at beginning of period				24,902			69,944
Cash and cash equivalents at end of period			$	11,903		$	31,777

See the accompanying notes to these condensed consolidated financial statements.

F-55

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements of Euramax Holdings, Inc., and its subsidiaries (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these statements include all adjustments considered necessary for the fair presentation of all interim periods reported herein. All adjustments are of a normal recurring nature unless otherwise disclosed.

        The Company's sales have historically been seasonal, with the second and third quarters accounting for the highest sales volumes. Accordingly, results for the six months ended July 1, 2011 are not necessarily indicative of the results that may be expected for the full year. Management believes that the disclosures made are adequate for a fair presentation of the Company's results of operations, financial position and cash flows. These condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and accompanying notes for the year ended December 31, 2010.

2. Principles of Consolidation

        The accompanying condensed consolidated financial statements include the Company's accounts and the accounts of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company's interim reporting is based on a 13 week quarterly closing calendar with a fiscal year-end on the last Friday in the month of December. The six month period ended July 1, 2011 includes 26 weeks compared to 27 weeks for the six month period ended July 2, 2010.

3. Inventories

        Inventories were comprised of:

	July 1, 2011		December 31, 2010
	(in thousands)
Aluminum and steel coil	$	83,916	$	50,372
Raw materials		16,204		23,056
Work in process		3,117		2,229
Finished products		18,535		14,570
	$	121,772	$	90,227

        The Company has disclosed aluminum and steel coil inventory separately, as it represents inventory that can be classified as raw material, work in process or finished product. Aluminum and steel coil includes both painted and bare coil. Inventories are net of related reserves totaling $2.5 million and $2.4 million at July 1, 2011 and December 31, 2010, respectively.

F-56

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Long-Term Obligations

        Long-term obligations consisted of the following:

		July 1, 2011		December 31, 2010
		(in thousands)
Senior Secured Notes (9.50%)		$	375,000	$	—
Senior Unsecured Loan Facility (12.25%)			122,591		—
ABL Credit Facility			25,931		—
First Lien Credit Agreement:
	Cash Pay Loans		—		258,335
	PIK Loans		—		244,834
		$	523,522	$	503,169

        On March 18, 2011, Euramax International, Inc. ("Euramax"), a wholly owned subsidiary of the Company, issued $375.0 million of its 9.50% Senior Secured Notes due 2016 (the "Notes") in a private placement exempt from registration requirements under the Securities Act of 1933. In connection with the closing of the Notes, the Company entered into a new senior unsecured loan facility (the "Senior Unsecured Loan Facility") with an aggregate principal amount of $125 million. The Company also entered into an Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement (the "ABL Credit Facility"), which provided revolving credit financing of up to $70 million and extended the maturity from June 23, 2012 to September 18, 2015.

        Prior to the issuance of the Notes and the Senior Unsecured Loan Facility, the Company had outstanding obligations of approximately $514.7 million under the First Lien Credit Agreement. Proceeds from the $375 million Senior Secured Notes were used to pay lenders under the First Lien Credit Agreement. Additionally, certain existing lenders exchanged approximately $102.7 million of existing loans under the First Lien Credit agreement and cash of $19.8 million for the $125 million of loans under the new Senior Unsecured Loan Facility, which were issued at 98% of par. Cash proceeds along with borrowings under the Company's ABL Credit Facility were used to re-pay the remaining outstanding amounts due under the First Lien Credit Agreement and expenses related to the refinancing. The difference between the consideration received and the aggregate face amount of the Senior Unsecured Loan Facility ($2.4 million) is being amortized and recorded in interest expense using the effective interest rate method over the term of the Senior Unsecured Loan Facility.

        The Company recognized a loss of approximately $1.5 million on the extinguishment of the First Lien Credit Agreement. This loss is primarily comprised of the write-off of previously capitalized deferred debt issuance costs and is recorded in other income (loss). Deferred debt issuance costs, related to outstanding obligations under the First Lien Credit Agreement which were exchanged for amounts under the Senior Unsecured Loan Facility, are being amortized to interest expense over the term of the new Senior Unsecured Loan Facility using the effective interest rate method. Direct and incremental debt issuance costs related to the Senior Unsecured Notes, Senior Unsecured Credit Facility, and ABL Credit Facility, including legal fees, printing costs and bankers' fees totaled approximately $10.5 million and have been capitalized and reported as deferred financing costs within other assets. These costs are being amortized and recorded in interest expense using the effective interest rate method over the term of the applicable agreement.

F-57

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Long-Term Obligations (Continued)

Senior Secured Notes

        Euramax issued an aggregate principal amount of $375 million of 9.50% Senior Secured Notes due 2016. The Notes were issued at par in a private placement exempt from registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Notes were issued pursuant to an indenture, or the Indenture, dated March 18, 2011, among Euramax, the Company, and certain of its domestic subsidiaries as guarantors, and Wells Fargo Bank, National Association, the Trustee. Each of Euramax's U.S. subsidiaries are guarantors of the Notes. The Notes bear interest at 9.50% per year and mature on April 1, 2016, unless earlier redeemed or repurchased by Euramax. Interest is payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2011.

        The Notes may be redeemed at the option of the Company, in whole or in part, under the conditions specified in the Indenture plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning on April 1 of the years indicated:

Year	Percentage
2013		107.125	%
2014		104.750	%
2015 and thereafter		100.000	%

        Additionally at any time on or before April 1, 2013, Euramax may redeem the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of the Notes at any time and from time to time, but not more than once in any twelve-month period, at a price equal to 103% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, to the date of redemption; up to 35% of the aggregate principal amount of the Notes issued with the net proceeds of certain equity offerings at a price equal to 109.50% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption; or Euramax may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest, if any, to the date of redemption.

        The Indenture contains restrictive covenants that limit, among other things, the ability of Euramax and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. The Indenture also contains customary events of default. If Euramax undergoes a change of control (as defined in the Indenture), Euramax will be required to make an offer to repurchase the Notes at 101% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, to the date of redemption.

ABL Credit Facility

        On March 18, 2011, the Company, Euramax, and certain of its domestic subsidiaries, entered into the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement referred to as

F-58

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Long-Term Obligations (Continued)

the ABL Credit Facility, with various lenders, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner. The Amended and Restated ABL Credit Facility provides for revolving credit financing of up to $70.0 million, subject to borrowing base availability. At July 1, 2011, $40.2 million was available to be drawn on the ABL Facility. The ABL Credit Facility matures on September 18, 2015.

        Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either (a) LIBOR plus an applicable margin or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by Regions Bank as its "prime rate" for commercial loans, (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is dependent upon the type of borrowings the Company has made under the ABL Credit Facility. At July, 1, 2011, the applicable margins were 2.50% and 1.50% for LIBOR and Bank Rate borrowings, respectively. The applicable margins are subject to the Company's corporate credit rating as determined from time to time by Standard and Poor's and Moody's Investors Service and range from 2.00% to 2.75% for LIBOR borrowings and 1.00% to 1.75% for Bank Rate borrowings. The weighted average interest rate, including the applicable margin payable on outstanding borrowings under the ABL Credit Facility, at July 1, 2011 was 2.74%. The ABL Credit Facility requires the Company to pay a commitment fee ranging from 0.375% to 0.5%, based on the unutilized commitments. The Company is also required to pay customary letter of credit fees, including, without limitation, a letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees.

        All obligations under the ABL Credit Facility are unconditionally guaranteed by the Company and substantially all of Euramax's existing and future direct and indirect, wholly owned domestic restricted subsidiaries which are not borrowers. All obligations under the ABL Credit Facility are secured, subject to certain exceptions, by a first-priority security interest in Euramax's and the Guarantors' inventory and accounts receivable and related assets, referred to as the ABL Collateral, and a junior-priority security interest in (i) substantially all of Euramax's and the Guarantors' assets (other than inventory and accounts receivable and related assets, which assets secure the ABL Credit Facility on a first priority basis) and (ii) all of Euramax's capital stock and the capital stock of each material domestic restricted subsidiary owned by Euramax or a Guarantor and 65% of the voting capital stock and 100% of any non-voting capital stock of foreign restricted subsidiaries directly owned by Euramax or a Guarantor, which we refer to collectively as the Notes Collateral.

        The ABL Credit Facility contains affirmative and negative covenants customary for this type of financing, including, but not limited to financial covenants requiring Euramax to meet a minimum consolidated fixed charge coverage ratio of at least 1.15 to 1.00 when excess availability is less than 15% of the lesser of the aggregate amount of commitments outstanding at such time and the borrowing base. As of July 1, 2011, excess availability exceeded 15% of the borrowing base, and therefore, the Company was not required to meet the minimum consolidated fixed charge coverage ratio. Additionally, restrictive covenants limit the ability of the Company and certain of its subsidiaries to incur liens, incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations, consolidate, merge or sell all or substantially all of their assets, pay dividends or make other distributions, make certain loans and investments, amend or otherwise alter the terms of

F-59

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Long-Term Obligations (Continued)

documents related to certain of their indebtedness, enter into transactions with affiliates and prepay certain indebtedness, in each case, subject to exclusions, and other customary covenants.

Senior Unsecured Loan Facility

        On March 3, 2011, the Company, Euramax and certain of its domestic subsidiaries, as guarantors, entered into a credit and guaranty agreement for a new Senior Unsecured Loan Facility (the "Senior Unsecured Loan Facility") in the aggregate principal amount of $125.0 million. Proceeds from the Senior Unsecured Loan Facility were borrowed on March 18, 2011 and will mature on October 1, 2016. Loans under the Senior Unsecured Loan Facility bear interest at 12.25% per year in the event no election is made to pay interest in kind (PIK) by increasing the principal amount of the notes, and 14.25% per year in the event a PIK election is made. The Company may make a PIK election for up to six quarters during the term of the Senior Unsecured Loan Facility. The interest rate on outstanding borrowings under the Senior Unsecured Loan Facility at July 1, 2011 was 12.25%, as the Company has not made a PIK election.

        The Senior Unsecured Loan Facility may not be voluntarily prepaid before March 18, 2013. Thereafter, the Company may prepay outstanding amounts under the Senior Unsecured Loan Facility, in whole or in part, at the prices (expressed as percentages of the loans) set forth below:

Prepayment Date	Percentage
On or after the second anniversary of the closing but prior to the third anniversary thereof		103	%
On or after the third anniversary of the closing but prior to the fourth anniversary thereof		102	%
On or after the fourth anniversary of the closing		100	%

        Additionally, at any time before March 18, 2013, the Company may on one or more occasions prepay up to 35% of the aggregate principal amount of the loans outstanding on the closing date at 112.25%, plus accrued and unpaid interest. Upon a change of control, the Company may be required to purchase all or a portion of the Senior Unsecured Loan Facility at a price equal to 101% of the principal amount plus accrued and unpaid interest. All obligations under the Senior Unsecured Loan Facility are unconditionally guaranteed by the Company and substantially all of Euramax's existing and future direct and indirect wholly-owned domestic material restricted subsidiaries.

        The Senior Unsecured Loan Facility contains restrictive covenants that limit, among other things, the ability of Euramax and certain of its subsidiaries to incur additional indebtedness, pay dividends and make certain distributions, make other restricted payments, make investments, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates, in each case, subject to exclusions, and other customary covenants. The Senior Unsecured Loan Facility also contains customary events of default.

        The Senior Unsecured Loan Facility contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, material judgments, and failure of any guaranty supporting the Senior Unsecured Loan Facility to be in force and effect in any

F-60

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Long-Term Obligations (Continued)

material respect. If such an event of default occurs, the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the Senior Unsecured Loan Facility and all actions permitted to be taken by an unsecured creditor.

5. Financial Instruments

        In October 2005, the Company entered into four interest rate swaps (the Interest Rate Swaps), whereby the Company paid its counterparties a fixed interest rate of 4.623% on a notional amount of $375.0 million. In exchange, the Company received payments equal to a floating interest rate of three-month U.S. Dollar LIBOR on an equivalent notional amount. The Interest Rate Swaps were initially designated as cash flow hedges that effectively converted a portion of the Company's U.S. Dollar floating rate debt into fixed rate debt. The effectiveness of the Interest Rate Swaps was assessed using the hypothetical derivative method. During 2008, amendments to the then existing First and Second Lien Credit Agreements resulted in the Interest Rate Swaps no longer qualifying as cash flow hedges. After ceasing to qualify for hedge accounting, changes in the fair value of the Interest Rate Swaps were recorded as a gain or loss in other (income) loss. In June 2009, the Interest Rate Swaps were terminated. Accumulated losses on the financial statements previously designated as cash flow hedges and recorded in accumulated other comprehensive income were being amortized to earnings over the remaining life of the agreement. As of July 1, 2011, all pretax losses recognized in other comprehensive income had been fully amortized into earnings.

        The following table summarizes the effect of the Company's derivative instruments on the condensed consolidated statements of operations for the six months ended July 1, 2011 and July 2, 2010:

		Amount of Pretax Loss Reclassified from Accumulated OCI into Earnings
	Location of Loss Reclassified from Accumulated OCI into Earnings
		Six months ended July 1, 2011		Six months ended July 2, 2010
		(in thousands)
Derivatives designated as cash flow hedging instruments
Interest rate swap agreements	Interest expense	$	—	$	2,858

        As of July 1, 2011 and December 31, 2010, there were no material outstanding derivative financial instruments requiring fair value measurements.

F-61

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

6. Discontinued Operations

        In November 2008, due to financial losses caused by poor economic conditions and diminishing prospects for market improvement the Company made the decision to cease operations of its GSI subsidiary. GSI produced and sold roof drainage products to contractors and was previously included in the U.S. Residential Building Products segment. Following this decision, the GSI assets were offered for sale. The Company ceased operating at eleven of its twelve GSI locations prior to December 26, 2008. Operations at one GSI location continued through March 2009. In January 2010, certain GSI assets were sold for approximately $2.2 million. There was no gain or loss recognized on this transaction. Loss from discontinued operations, net of income taxes, for the six months ended July 2, 2010 totaled approximately $116,000. No losses from discontinued operations were incurred during the first half of 2011.

7. Commitments and Contingencies

Raw Material Commitments

        The Company's primary raw materials are aluminum and steel coil. Because changes in aluminum and steel prices are generally passed through to customers, increases or decreases in aluminum and steel prices generally cause corresponding increases and decreases in reported net sales, causing fluctuations in reported revenues that are unrelated to the level of business activity. However, if the Company is unable to pass through aluminum and steel price increases to customers in the future, its business and results of operations could be materially adversely affected. Although the Company believes there is sufficient supply in the marketplace to competitively source all of its aluminum and steel needs without reliance on any particular supplier, any major disruption in the supply and/or price of aluminum and steel could have a material adverse effect on the Company's business and financial condition.

        To ensure a margin on specific customer orders, the Company may commit to purchase aluminum ingot or coil at a fixed market price for future delivery. These contracts are for normal purchases and sales, and therefore are not required to be accounted for as derivatives. For further discussion of the Company's raw material commitments, see Note 14 to the consolidated financial statements of the Company for the year ended December 31, 2010.

Litigation

        The Company is currently party to legal proceedings that have arisen in the ordinary course of business. The Company has and will continue to vigorously defend itself in these matters. It is the opinion of the Company's management, based upon information available at this time, that the expected outcome of all matters to which the Company is currently a party would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Environmental Matters

        The Company's operations are subject to federal, state, local and European environmental laws and regulations, including those concerning the management of pollution and hazardous substances.

F-62

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

7. Commitments and Contingencies (Continued)

        In connection with the acquisition of the Company from Alumax Inc. (which was acquired by Aluminum Company of America in May 1998, and hereafter referred to as Alumax) on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of eleven specified existing National Priorities List (NPL) sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) as of the closing date of the acquisition from Alumax, as well as certain potential costs for nine sites to which the Company may have sent waste for disposal. The Company does not believe that it has any significant probable liability for environmental claims. Further, the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party at any site. Any receivable for recoveries under the indemnification would be recorded separately from the corresponding liability when the environmental claim and related recovery is determined to be probable. In addition, the Company establishes reserves for remedial measures required from time to time at its own facilities. Management believes that the reasonably probable outcomes of these matters will not be material. The Company's reserves, expenditures, and expenses for all environmental exposures were not significant as of any of the dates or for any of the periods presented.

Product Warranties

        The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides accruals for warranties based on historical experience and expectations of future occurrence. Changes in the product warranty accrual are summarized as follows:

	Six months ended
	July 1, 2011			July 2, 2010
	(in thousands)
Balance, beginning of period	$	5,561		$	5,242
Payments made or service provided		(1,952	)		(1,561	)
Warranty expense		1,945			1,881
Foreign currency translation		192			(238	)
Balance, end of period	$	5,746		$	5,324

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

8. Comprehensive Loss:

        The following table provides a summary of total comprehensive loss for the six months ended July 1, 2011, and July 2, 2010:

		Six months ended
		July 1, 2011			July 2, 2010
		(in thousands)
Net loss		$	(10,457	)	$	(22,935	)
Other comprehensive earnings (loss):
	Foreign currency translation adjustment		4,759			(13,761	)
	Amortization of losses on derivative instruments, net of taxes		—			1,936
	Amortization of prior service cost, net of tax		—			1
	Amortization of actuarial net loss, net of tax		21			120
Comprehensive loss		$	(5,677	)	$	(34,639	)

9. Income Taxes:

        The income tax provisions for 2011 and 2010 are computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis, adjusted for changes in valuation allowances relating to the Company's state net operating loss carryforwards and capital loss carryforwards.

        The effective rates for the six month periods ended July 1, 2011 and July 2, 2010, were 2.4% and 13.9%, respectively.

        The effective rate for the six months ended July 1, 2011 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, U.S. tax impact of foreign dividends and non-deductible foreign currency translation gains and losses, recognition of additional provision for foreign taxes unrelated to current year earnings, and recognition of a valuation allowance on losses in the United States.

        The effective rate for the six months ended July 2, 2010 differed from the U.S. statutory rate primarily due to state income taxes, lower tax rates of our foreign operations as compared to the U.S. federal rates, recognition of a valuation allowance on state losses in the United States, U.S. tax impact of foreign dividends and non-deductible foreign currency translation gains and losses.

10. Employee Benefit Plans:

        In the second quarter of 2011, the Company announced plans to move its operations in Romeoville, Illinois to its existing facility in Nappanee, Indiana. This move, intended to reduce fixed overhead costs, triggered an early withdrawal from the multiemployer pension plan benefitting hourly employees at the Romeoville facility. Accordingly, the Company recorded a $1.2 million charge in its U.S. Residential Building Products segment for liabilities associated with this withdrawal. The liability represents the present value of estimated future payments for the Company's proportionate share of unfunded vested benefits under the multiemployer plan. The actual liability will not be known until the plan trustee completes a final assessment of the withdrawal liability. Total severance and relocation

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

10. Employee Benefit Plans: (Continued)

costs related to the Romeoville closure in the second quarter of 2011 totaled approximately $0.1 million.

Retirement Plans

        In January 2010, the Company froze future benefit accruals under the U.S. Pension Plan. The impact on the Company's projected benefit obligation was not significant. Components of net periodic pension cost for the Company's defined and multiemployer pension plans were as follows:

		Six months ended
		July 1, 2011						July 2, 2010
		U.S. Plan			UK Plan			U.S. Plan			UK Plan
		(in thousands)
Components of net periodic pension cost
Service cost		$	20		$	—		$	308		$	—
Interest cost			256			1,185			261			1,257
Expected return on assets			(280	)		(920	)		(238	)		(845	)
Amortization of prior service cost			—			—			1			—
Recognized actuarial net loss			21			—			18			151
Multiemployer pension withdrawal penalty			1,200
Curtailment charge			—			—			30			—
	Total Company defined benefit plan expense		1,217			265			380			563
	Multiemployer benefit expense		573			—			538			—
	Net periodic pension cost	$	1,790		$	265		$	918		$	563

11. Segment Information:

        The Company manages its business and serves its customers through five reportable segments differentiated by product type and geography. These reportable segments are as follows:

        U.S. Residential Building Products—The U.S. Residential Building Products segment utilizes aluminum, steel, copper and vinyl to produce residential roof drainage products, including preformed gutters, downspouts, elbows, soffit, drip edge, fascia, flashing, snow guards and related accessories. These products are used primarily for the repair, replacement or enhancement of residential roof drainage systems. The Company sells these products to home improvement retailers, lumber yards, distributors and contractors from nine manufacturing and distribution facilities located in North America.

        U.S. Non-Residential Building Products—The U.S. Non-Residential Building Products segment utilizes light gauge steel and aluminum coil to produce exterior building components, including roofing and siding panels, ridge caps, flashing, trim, soffit and other accessories. The Company sells these products to builders, contractors, lumber yards and home improvement retailers from 11 manufacturing and distribution facilities located in the U.S. These products are predominantly used in the construction

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

11. Segment Information: (Continued)

of a wide variety of small scale non-residential, agricultural and industrial building types on either wood or metal frames.

        U.S. RV and Specialty Building Products—The U.S. RV and Specialty Building Products segment utilizes various materials, including aluminum coil, steel coil and fiberglass to create exterior components for the towable RV, cargo and manufactured housing markets. These products include sidewall components, siding, doors and trim. The Company also produces specialty made-to-order vinyl replacement windows and aluminum patio and awning components sold primarily to home improvement contractors in the Western U.S. The Company's vinyl windows and patio and awning products are high-end replacement and remodel products that carry strong brand recognition in the regional markets where they are sold. This segment operates from 13 manufacturing and distribution locations in the U.S.

        European Roll Coated Aluminum—The European Roll Coated Aluminum segment uses a roll coating process to apply paint to bare aluminum coil and, to a lesser extent, bare steel coil in order to produce specialty coated coil, which the Company also processes into specialty coated sheets and panels. The Company sells these products to building panel manufacturers, contractors and UK "holiday home," RV and transportation OEMs throughout Europe and in parts of Asia. The Company's customers use its specialty coated metal products to manufacture, among other things, RV sidewalls, commercial roofing panels, interior ceiling panels, and liner panels for shipping containers. The Company produces and distributes these roll coated products from one facility in the Netherlands and one facility in the UK.

        European Engineered Products—The European Engineered Products segment utilizes aluminum and vinyl extrusions to produce residential windows, doors and shower enclosures. These products are sold to home improvement retailers, distributors and factory-built "holiday home" builders in the UK. The Company also produces windows used in the operator compartments of heavy equipment, components sold to suppliers to automotive OEMs in Western Europe and RV doors. The Company produces and distributes these engineered products from two facilities in France and two facilities in the UK and has developed extensive in-house manufacturing capabilities, including powder coating, glass cutting, anodizing and glass toughening.

        The Company evaluates the performance of its segments and allocates resources to them based primarily on segment income or (loss) from operations. Expenses, income and assets that are not segment specific relate to holding company and business development activities conducted for the overall benefit of the Company, and accordingly, are not attributable to the Company's segments.

        Effective starting the first quarter of 2011, the Company made certain changes to its methodology for allocating corporate costs incurred for the overall benefit of the Company. Management believes these changes result in a more appropriate measure of earnings (loss) at the segment level. As a result, prior period earnings (loss) from operations have been updated to reflect the change in the Company's allocation methodology.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

11. Segment Information: (Continued)

        The following table presents information about reported segments for the six months ended July 1, 2011, and July 2, 2010:

			U.S. Residential Building Products		U.S. Non-Residential Building Products		U.S. RV and Specialty Building Products			European Engineered Products		European Roll Coated Aluminum		Other Non- Allocated			Eliminations			Consolidated
			(in thousands)
For the six months ended July 1, 2011
	Net sales:
		Third party	$	115,307	$	92,487	$	80,213		$	46,241	$	132,989	$	—		$	—		$	467,237
		Intersegment		516		71		1,090			—		396		—			(2,073	)		—
	Total net sales		$	115,823	$	92,558	$	81,303		$	46,241	$	133,385	$	—		$	(2,073	)	$	467,237
		Earnings (loss) from operations	$	7,390	$	3,463	$	(2,049	)	$	543	$	9,437	$	(9,403	)	$	—		$	9,381
		Depreciation and amortization	$	5,330	$	1,881	$	2,646		$	1,628	$	5,435	$	1,826		$	—		$	18,746
		Capital expenditures	$	435	$	444	$	1,591		$	1,182	$	763	$	1,575		$	—		$	5,990

        Earnings (loss) from operations for the six months ended July 1, 2011 included a $1.2 million charge in the U.S. Residential Building Products segment related to the Company's early withdrawal from a multiemployer pension plan.

			U.S. Residential Building Products		U.S. Non-Residential Building Products			U.S. RV and Specialty Building Products		European Engineered Products		European Roll Coated Aluminum		Other Non- Allocated			Eliminations			Consolidated
			(in thousands)
For the six months ended July 2, 2010
	Net sales:
		Third party	$	124,711	$	92,332		$	77,908	$	43,251	$	104,058	$	—		$	—		$	442,260
		Intersegment		660		89			1,167		—		666		—			(2,582	)		—
	Total net sales		$	125,371	$	92,421		$	79,075	$	43,251	$	104,724	$	—		$	(2,582	)	$	442,260
		Earnings (loss) from operations	$	12,183	$	(2,430	)	$	1,465	$	1,470	$	12,000	$	(9,112	)	$	—		$	15,576
		Depreciation and amortization	$	5,590	$	1,961		$	2,416	$	1,255	$	5,506	$	1,595		$	—		$	18,323
		Capital expenditures	$	611	$	682		$	430	$	1,116	$	589	$	1,055		$	—		$	4,483

F-67

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

11. Segment Information: (Continued)

        It is impractical for the Company to provide revenues from external customers by groups of similar products. Accordingly, the following table reflects revenues from external customers by markets for the periods indicated.

		Six months ended
Customers/Markets	Primary Products	July 1, 2011		July 2, 2010
		(in thousands)
Original Equipment Manufacturers ("OEMs")	Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing and composite building panels	$	132,953	$	118,270
Home Improvement Retailers	Rain carrying systems, roofing accessories, steel roofing and siding, windows, doors and shower enclosures		93,305		96,004
Industrial and Architectural Contractors	Standing seam panels; siding and roofing accessories; and composite building panels.		92,743		76,742
Rural Contractors	Steel and aluminum roofing and siding		60,052		59,411
Distributors	Metal coils, rain carrying systems and roofing accessories		48,495		51,350
Manufactured Housing	Steel siding and trim components		20,222		20,182
Home Improvement Contractors	Vinyl replacement windows; metal coils, rain carrying systems; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings		19,467		20,301
		$	467,237	$	442,260

12. Supplemental Guarantor Condensed Financial Information

        On March, 18, 2011, Euramax Holdings, Inc. (presented as Parent in the following schedules), through its 100%-owned subsidiary, Euramax International, Inc. (presented as Issuer in the following schedules) issued the Notes. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Euramax Holdings, Inc. and all of Euramax International, Inc.'s material domestic subsidiaries (collectively, the "Guarantors"). All other subsidiaries of Euramax International, Inc., whether direct or indirect, do not guarantee the Notes (the "Non-Guarantors").

F-68

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

12. Supplemental Guarantor Condensed Financial Information (Continued)

        Additionally, the Notes are secured on a second priority basis by liens on all of the collateral (subject to certain exceptions) securing Euramax International, Inc.'s senior secured credit facilities. In the event that secured creditors exercise remedies with respect to Euramax International, Inc. and its guarantors' pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by the first priority liens under the senior secured credit facilities and any other first priority obligations.

        The following condensed consolidating financial statements present the results of operations, financial position and cash flows of (1) the Parent, (2) the Issuer, (3) the Guarantor Subsidiaries, (4) the Non-Guarantor Subsidiaries, and (5) eliminations to arrive at the information for Euramax Holdings, Inc. on a consolidated basis. Separate financial statements and other disclosures concerning the Guarantors are not presented because management does not believe such information is material to investors. Therefore, each of the Guarantors is combined in the presentation below.

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EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
July 1, 2011
(in thousands)

		Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets
	Cash and cash equivalents	$	—		$	1		$	121		$	11,781		$	—		$	11,903
	Accounts receivable, less allowance for doubtful accounts		—			—			59,743			60,454			—			120,197
	Inventories		—			—			76,407			45,365			—			121,772
	Income taxes receivable		—			—			1,193			—			—			1,193
	Deferred income taxes		—			76			5,205			541			—			5,822
	Other current assets		—			46			3,430			2,898			—			6,374
Total current assets			—			123			146,099			121,039			—			267,261
Property, plant and equipment, net			—			—			76,885			82,661			—			159,546
Amounts due from affiliates			9,181			430,149			235,525			29,624			(704,479	)		—
Goodwill			—			—			81,054			128,536			—			209,590
Customer relationships, net			—			—			48,229			33,269			—			81,498
Other intangible assets, net			—			—			8,488			—			—			8,488
Investment in consolidated subsidiaries			9,512			268,528			—			—			(278,040	)		—
Deferred income taxes			—			—			—			777			—			777
Other assets			—			10,334			508			842			—			11,684
Total assets		$	18,693		$	709,134		$	596,788		$	396,748		$	(982,519	)	$	738,844
Liabilities and Shareholders' Equity
Current liabilities
	Bank Overdrafts	$	—		$	(1,508	)	$	3,198		$	—		$	—		$	1,690
	Accounts payable		—			—			56,976			35,268			—			92,244
	Accrued expenses and other current liabilities		41			141			18,073			21,573			—			39,828
	Accrued interest payable		—			10,663			—			—			—			10,663
	Deferred income taxes		—			—			—			1,002			—			1,002
Total current liabilities			41			9,296			78,247			57,843			—			145,427
Long-term debt			—			523,522			—			—			—			523,522
Amounts due to affiliates			13,271			178,672			240,157			272,379			(704,479	)		—
Deferred income taxes			(70	)		(23,622	)		33,995			16,337			—			26,640
Other liabilities			—			11,754			6,584			19,466			—			37,804
Total liabilities			13,242			699,622			358,983			366,025			(704,479	)		733,393
Shareholders' equity:
	Common stock		182			—			1			35,021			(35,022	)		182
	Additional paid-in capital		717,087			654,181			496,699			368,791			(1,519,671	)		717,087
	Accumulated loss		(729,827	)		(662,677	)		(257,523	)		(388,576	)		1,308,776			(729,827	)
	Accumulated other comprehensive income		18,009			18,008			(1,372	)		15,487			(32,123	)		18,009
Total shareholders' equity			5,451			9,512			237,805			30,723			(278,040	)		5,451
Total liabilities & shareholders' equity		$	18,693		$	709,134		$	596,788		$	396,748		$	(982,519	)	$	738,844

F-70

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2010
(in thousands)

		Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Assets
Current assets
	Cash and cash equivalents	$	—		$	15,458		$	(7,187	)	$	16,631		$	—		$	24,902
	Accounts receivable, less allowance for doubtful accounts		—			—			36,570			47,120			—			83,690
	Inventories, net		—			—			53,156			37,071			—			90,227
	Income taxes receivable		—			—			—			—			—			—
	Deferred income taxes		—			77			5,205			503			—			5,785
	Other current assets		—			—			2,771			989			—			3,760
	Assets related to discontinued operations		—			—			—			—			—			—
Total current assets			—			15,535			90,515			102,314			—			208,364
Property, plant and equipment, net			—			—			78,913			78,982			—			157,895
Amounts due from affiliates			(3,728	)		268,169			237,525			112,717			(614,683	)		—
Goodwill			—			—			81,054			118,945			—			199,999
Customer relationships, net			—			—			53,349			34,142			—			87,491
Other intangible assets, net			—			—			8,879			—			—			8,879
Investment in consolidated subsidiaries			13,595			404,746			—			1,233			(419,574	)		—
Deferred income taxes			—			—			—			822			—			822
Other assets			—			1,426			497			1,517			—			3,440
Total assets		$	9,867		$	689,876		$	550,732		$	450,672		$	(1,034,257	)	$	666,890
Liabilities and Shareholders' Equity
Current liabilities
	Accounts payable	$	—		$	—		$	29,409		$	21,037		$	—		$	50,446
	Accrued expenses		36			705			16,076			18,949			—			35,766
	Accrued interest payable		—			605			—			149			—			754
	Deferred income taxes		—			—			—			922			—			922
Total current liabilities			36			1,310			45,485			41,057			—			87,888
Long-term debt, less current maturities			—			399,740			—			103,429			—			503,169
Amounts due to affiliates			—			285,654			224,558			104,471			(614,683	)		—
Deferred income taxes			—			(23,589	)		33,683			17,816			—			27,910
Other liabilities			—			13,166			5,462			19,464			—			38,092
Total liabilities			36			676,281			309,188			286,237			(614,683	)		657,059
Shareholders' equity:
	Common stock		182			—			1			35,021			(35,022	)		182
	Additional paid-in capital		715,790			652,883			508,688			292,251			(1,453,822	)		715,790
	Accumulated loss		(719,370	)		(652,517	)		(265,752	)		(177,720	)		1,095,989			(719,370	)
	Accumulated other comprehensive income		13,229			13,229			(1,393	)		14,883			(26,719	)		13,229
Total shareholders' equity			9,831			13,595			241,544			164,435			(419,574	)		9,831
Total liabilities & shareholders' equity		$	9,867		$	689,876		$	550,732		$	450,672		$	(1,034,257	)	$	666,890

F-71

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Six Months Ended July 1, 2011
(in thousands)

		Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales		$	—		$	—		$	283,120		$	189,196		$	(5,079	)	$	467,237
Costs and expenses:
	Cost of sales (excluding depreciation and amortization)		—			—			236,315			155,495			(5,079	)		386,731
	Selling and general (excluding depreciation and amortization)		297			4,690			28,800			17,392			—			51,179
	Multiemployer pension withdrawal expense		—			—			1,200			—			—			1,200
	Depreciation and amortization		—			—			11,416			7,330			—			18,746
Earnings (loss) from operations			(297	)		(4,690	)		5,389			8,979			—			9,381
Equity in earnings of subsidaries			(10,160	)		4,518			—			—			5,642			—
Interest expense			—			(25,886	)		(100	)		(2,766	)		—			(28,752	)
Intercompany interest income (expense)			—			10,237			(4,753	)		(5,484	)		—			—
Other income (loss), net			—			5,202			1,101			2,353			—			8,656
Loss before income taxes			(10,457	)		(10,619	)		1,637			3,082			5,642			(10,715	)
(Benefit) provision for income taxes			—			(460	)		203			(1	)		—			(258	)
Net income (loss)		$	(10,457	)	$	(10,159	)	$	1,434		$	3,083		$	5,642		$	(10,457	)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Six Months Ended July 2, 2010
(in thousands)

		Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales		$	—		$	—		$	290,406		$	159,452		$	(7,598	)	$	442,260
Costs & expenses
	Cost of sales (excluding depreciation and amortization)		—			—			243,378			124,667			(7,598	)		360,447
	Selling and general (excluding depreciation and amortization)		252			2,522			30,627			14,513			—			47,914
	Depreciation & amortization		—			—			11,350			6,973			—			18,323
Earnings (loss) from operations			(252	)		(2,522	)		5,051			13,299			—			15,576
Equity in earnings of subsidaries			(22,683	)		(2,763	)		—			(15	)		25,461			—
Interest expense			—			(29,443	)		(29	)		(6,779	)		—			(36,251	)
Intercompany interest income (expense)			—			4,935			(4,937	)		2			—			—
Other income (loss)			—			3,830			(2,076	)		(7,597	)		—			(5,843	)
Loss before income taxes			(22,935	)		(25,963	)		(1,991	)		(1,090	)		25,461			(26,518	)
(Benefit) provision for income taxes			—			(3,280	)		(899	)		480			—			(3,699	)
Loss from continuing operations			(22,935	)		(22,683	)		(1,092	)		(1,570	)		25,461			(22,819	)
Loss from discontinued operations			—			—			(116	)		—			—			(116	)
Net income (loss)		$	(22,935	)	$	(22,683	)	$	(1,208	)	$	(1,570	)	$	25,461		$	(22,935	)

F-72

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended July 1, 2011
(in thousands)

			Parent		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities			$	—	$	151,004		$	(8,112	)	$	(6,545	)	$	(146,083	)	$	(9,736	)
Cash flows from investing activities:
	Proceeds from sale of assets			—		—			64			—						64
	Capital expenditures			—		—			(3,977	)		(2,013	)					(5,990	)
	Contributed capital to subsidiaries			—		(88,096	)		—			—			88,096			—
	Return of captial from subsidiaries			—		5,000			—			—			(5,000	)		—
		Net cash used in investing activities		—		(83,096	)		(3,913	)		(2,013	)		83,096			(5,926	)
Cash flows from financing activities:
	Changes in cash overdraft			—		(1,508	)		3,198			—			—			1,690
	Net borrowings on ABL Credit Facility			—		25,931			—			—			—			25,931
	Net repayments borrowings on First Lien Credit Facility			—		(302,394	)		—			(109,634	)		—			(412,028	)
	Borrowings under Senior Secured Notes			—		375,000			—			—			—			375,000
	Borrowings under Senior Unsecured Notes			—		19,812			—			—			—			19,812
	Contributed capital to subsidiaries			—		—			—			88,096			(88,096	)		—
	Dividend (paid) to subsidiaries			—		—			—			(146,083	)		146,083			—
	Return of capital											(5,000	)		5,000			—
	Deferred Financing Fees			—		(10,476	)		—			—						(10,476	)
	Due (to) from affiliates			—		(189,730	)		16,135			173,595			—			—
		Net cash provided by (used in) financing activities		—		(83,365	)		19,333			974			62,987			(71	)
Effect of exchange rate changes on cash				—		—			—			2,734						2,734
Net increase (decrease) in cash and cash equivalents				—		(15,457	)		7,308			(4,850	)		—			(12,999	)
Cash and cash equivalents at beginning of period				—		15,458			(7,187	)		16,631			—			24,902
Cash and cash equivalents at end of period			$	—	$	1		$	121		$	11,781		$	—		$	11,903

F-73

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Supplemental Guarantor Condensed Financial Information (Continued)

EURAMAX HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended July 2, 2010
(in thousands)

			Parent		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities			$	—	$	(8,018	)	$	(26,947	)	$	4,019		$	—		(30,946	)
Cash flows from investing activities:
	Proceeds from sale of assets			—		—			2,186			—					2,186
	Capital expenditures			—		—			(2,721	)		(1,762	)				(4,483	)
		Net cash used in investing activities		—		—			(535	)		(1,762	)		—		(2,297	)
Cash flows from financing activities:
	Changes in cash overdrafts			—		—			(8	)		—			—		(8	)
	Net repayments borrowings on First Lien Credit Facility			—		(1,709	)		—			(474	)		—		(2,183	)
	Due (to) from affiliates			—		(23,710	)		24,730			(1,020	)		—		—
		Net cash provided by (used in) financing activities		—		(25,419	)		24,722			(1,494	)		—		(2,191	)
																	—
Effect of exchange rate changes on cash				—		—			—			(2,733	)				(2,733	)
Net decrease in cash and cash equivalents				—		(33,437	)		(2,760	)		(1,970	)		—		(38,167	)
Cash and cash equivalents at beginning of period				—		46,058			(3,931	)		27,817			—		69,944
Cash and cash equivalents at end of period			$	—	$	12,621		$	(6,691	)	$	25,847		$	—	$	31,777

F-74

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED BALANCE SHEET

(in thousands, except share data)

		December 31, 2010			December 25, 2009
Assets
Investment in and advances to subsidiaries		$	9,867		$	47,129
Liabilities and shareholders' equity (deficit)
Interest and other payables		$	36		$	69
Long-term debt			—			—
Total liabilities			36			69
Shareholders' equity:
	Class A common stock—$1.0 par value; 600,000 shares authorized, 181,676 issued and outstanding in 2010, 178,263 issued and outstanding in 2009		182			178
	Class B convertible common stock—$1.00 par value; 600,000 shares authorized, no shares issued in 2010 and 2009		—			—
	Additional paid-in capital		715,790			713,460
	Accumulated loss		(719,370	)		(680,830	)
	Accumulated other comprehensive income		13,229			14,252
			9,831			47,060
Total liabilities and shareholders' equity		$	9,867		$	47,129

See accompanying notes.

F-75

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)

		Year Ended December 31, 2010			Year Ended December 25, 2009			Year Ended December 26, 2008
Costs and expenses:
	General and administrative	$	(510	)	$	(512	)	$	(1,346	)
	Interest expense		—			(8,427	)		(15,904	)
Loss before taxes and equity in net losses of subsidiaries			(510	)		(8,939	)		(17,250	)
Provision for income taxes			—			—			11,810
Net loss before equity in net losses of subsidiaries			(510	)		(8,939	)		(29,060	)
Equity in losses of subsidiaries, net of tax			(38,030	)		(76,689	)		(471,547	)
Net loss		$	(38,540	)	$	(85,628	)	$	(500,607	)

See accompanying notes.

F-76

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(in thousands)

			Common Stock			Additional Paid-in Capital			Accumulated Loss			Accumulated Other Comprehensive Income			Totals
Balance at December 28, 2007			$	161		$	323,005		$	(94,595	)	$	45,200		$	273,771
	Comprehensive loss:
		Net loss		—			—			(500,607	)		—			(500,607	)
		Foreign currency translation adjustment		—			—			—			(21,325	)		(21,325	)
		Pension liability adjustments, net of taxes		—			—			—			(10,564	)		(10,564	)
		Loss on derivative instruments, net of taxes		—			—			—			(1,482	)		(1,482	)
	Comprehensive loss															(533,978	)
	Share-based compensation			—			925			—			—			925
Balance at December 26, 2008				161			323,930			(595,202	)		11,829			(259,282	)
	Comprehensive loss:
		Net loss		—			—			(85,628	)		—			(85,628	)
		Foreign currency translation adjustment		—			—			—			2,084			2,084
		Pension liability adjustments, net of taxes		—			—			—			(2,692	)		(2,692	)
		Amortization of losses on derivative instruments, net of taxes		—			—			—			3,031			3,031
	Comprehensive loss															(83,205	)
	Restructuring of long-term debt			—			386,662			—			—			386,662
	Cancellation of issued shares related to the Restructuring			(161	)		161			—			—			—
	Issuance of shares related to the Restructuring			178			(178	)		—			—			—
	Share-based compensation			—			2,885			—			—			2,885
Balance at December 25, 2009				178			713,460			(680,830	)		14,252			47,060
	Comprehensive loss:
		Net loss		—			—			(38,540	)		—			(38,540	)
		Foreign currency translation adjustment		—			—			—			(7,256	)		(7,256	)
		Pension liability adjustments, net of taxes		—			—			—			3,329			3,329
		Amortization of losses on derivative instruments, net of taxes		—			—			—			2,904			2,904
	Comprehensive loss															(39,563	)
	Issuance of shares pursuant to share-based payment plans			4			(4	)		—			—			—
	Share-based compensation			—			2,334			—			—			2,334
Balance at December 31, 2010			$	182		$	715,790		$	(719,370	)	$	13,229		$	9,831

See accompanying notes.

F-77

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2010		Year Ended December 25, 2009		Year Ended December 26, 2008
Net cash provided by operating activities	$	—	$	—	$	—
Net cash provided by financing activities	$	—	$	—	$	—
Net cash provided by investing activities	$	—	$	—	$	—
Supplemental cash flow information
Income taxes paid, net	$	—	$	—	$	—
Interest paid, net	$	—	$	—	$	—
Significant noncash financing activities
Settlement of subsidiary Second Lien Credit Facility in exchange for common stock	$	—	$	202,912	$	—
Cancellation of Equity Sponsor PIK Notes	$	—	$	196,783	$	—

See accompanying notes.

F-78

Schedule I—Condensed Financial Information

EURAMAX HOLDINGS, INC. (PARENT COMPANY ONLY)

NOTES TO CONDENSED FINANCIAL INFORMATION

(in thousands, except share data)

1. Basis of Presentation

        The accompanying condensed financial statements include the accounts of Euramax Holdings, Inc. (the "Parent Company") and, on an equity basis, its subsidiaries and affiliates. Parent Company expenses, other than interest expense on long-term debt, are primarily related to intercompany transactions with subsidiaries and affiliates. These financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes thereto of Euramax Holdings, Inc. and Subsidiaries (the "Company").

        Equity in losses of subsidiaries includes losses relating to discontinued operations, net of tax, of $0.2 million and $1.3 million for the years ended December 31, 2010 and December 25, 2009, respectively.

2. Debt Restructuring

        On June 29, 2009, the Company, its lenders, the Equity Sponsors and certain management shareholders agreed to a restructuring of indebtedness owed by the Company to lenders under the First and Second Lien Credit Agreements, the Equity Sponsor PIK Notes, and of amounts owed to counterparties to the Interest Rate Swaps (the Restructuring). Under the terms of the Restructuring, 100% of the Equity Sponsor PIK Notes held by the Parent Company consisting of principal and accrued interest of $195.4 million and $1.4 million, respectively, were cancelled and the Equity Sponsors and management shareholders conveyed ownership of their shares of the Parent Company to the Company's lenders under the second lien credit facility in exchange for the cancellation of debt and accrued interest totaling $202.9 million. See Note 7 of the Notes to Consolidated Financial Statements for additional information concerning the Restructuring.

Equity Sponsor PIK Notes

        Prior to the Restructuring, notes issued to the Equity Sponsors (the Equity Sponsor PIK Notes) totaled $195.4 million, consisting of $172 million of original principal and $23.4 million in payment-in-kind interest. Euramax Holdings, Inc. was the borrower under the Equity Sponsor PIK Notes. Borrowings under the Equity Sponsor PIK Notes bore interest at 12.5% through December 21, 2007 and at 9.0% from that point forward until their cancellation. Interest on the equity sponsored notes was paid-in-kind.

F-79

        Until                        , 2011, all dealers that effect transactions in the exchange notes may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

Euramax International, Inc.

        Section 102(b)(7) of the Delaware General Corporate Law, which we refer to as the "DGCL," permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director for any breach of the director's duty of loyalty to the corporation or its shareholders, for acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law, for the payment of unlawful dividends, for conduct that falls under Section 174 of the DGCL or for any transaction from which the director derived an improper personal benefit.

        In addition, pursuant to Section 145 of the DGCL, Euramax generally has the power to indemnify its current and former directors, officers, employees and agents against expenses and liabilities that they incur in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of Euramax, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. The statute expressly provides that the power to indemnify or advance expenses authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. Delaware registrants also have the power to purchase and maintain insurance for such directors and officers.

        Euramax's certificate of incorporation provides indemnification for monetary damages of any director for a breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. Euramax's bylaws provide for the indemnification of directors and officers to the fullest extent permitted by the DGCL.

Delaware Corporate Guarantors—Amerimax Building Products, Inc.; Amerimax Fabricated Products, Inc.; Amerimax Finance Company, Inc.; Amerimax Home Products, Inc.; Amerimax UK, Inc.; AMP Commercial, Inc.; Euramax Holdings, Inc.; Fabral Holdings, Inc.; Fabral, Inc.

        For a description of Delaware law see above under the heading "Euramax International, Inc." The bylaws of each of Amerimax Building Products, Inc., Amerimax Fabricated Products, Inc., Amerimax Finance Company, Inc., Amerimax Home Products, Inc., Amerimax UK, Inc.; AMP Commercial, Inc.; Euramax Holdings, Inc., Fabral Holdings, Inc., and Fabral, Inc. provide generally for indemnification to the fullest extent not prohibited by Delaware law for directors and officers of each respective corporation.

Indiana Corporate Guarantor—Amerimax Richmond Company

        The bylaws of Amerimax Richmond Company provide generally for indemnification to the fullest extent not prohibited by Indiana law for directors and officers.

II-1

Pennsylvania Corporate Guarantors—Berger Building Products, Inc.; Berger Holdings, Ltd.

        The bylaws of each of Berger Building Products, Inc. and Berger Holdings, Ltd. provide generally for indemnification to the fullest extent not prohibited by Pennsylvania law for directors and officers of each respective corporation.

Item 21.    Exhibits and Financial Statement Schedules.

(a)

Exhibits

        See the Exhibit Index immediately following the signature pages included in this Registration Statement.

(b)

Financial Statement Schedules

        See Schedule I—"Condensed Financial Information Euramax Holdings, Inc. (Parent Company Only)" starting at page F-75. All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions, are inapplicable, or the information is included in the consolidated financial statements, and have therefore been omitted.

Item 22.    Undertakings.

        (a)   Each of the undersigned registrants hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission, or the SEC, pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement

II-2

as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (5)   That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (b)   Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), (ii) or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (c)   Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        (d)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Norcross, State of Georgia, on the 30th day of August 2011.

EURAMAX INTERNATIONAL, INC.
By:	/s/ MITCHELL B. LEWIS Mitchell B. Lewis Chief Executive Officer and President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mitchell B. Lewis and R. Scott Vansant, and each of them, his or her true and lawful attorneys-in-fact and agents with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MITCHELL B. LEWIS Mitchell B. Lewis	Chief Executive Officer, President and Director (Principal Executive Officer)	August 30, 2011
/s/ R. SCOTT VANSANT R. Scott Vansant	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	August 30, 2011

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Norcross, State of Georgia, on the 30th day of August 2011.

EURAMAX HOLDINGS, INC.
By:	/s/ MITCHELL B. LEWIS Mitchell B. Lewis Chief Executive Officer and President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mitchell B. Lewis and R. Scott Vansant, and each of them, his or her true and lawful attorneys-in-fact and agents with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MITCHELL B. LEWIS Mitchell B. Lewis	Chief Executive Officer, President and Director (Principal Executive Officer)	August 30, 2011
/s/ R. SCOTT VANSANT R. Scott Vansant	Chief Financial Officer (Principal Financial and Accounting Officer)	August 30, 2011
/s/ MICHAEL D. LUNDIN Michael D. Lundin	Chairman of the Board of Directors	August 30, 2011
/s/ JAMES G. BRADLEY James G. Bradley	Director	August 30, 2011

II-5

Signature	Title	Date
/s/ MARJORIE L. BOWEN Marjorie L. Bowen	Director	August 30, 2011
/s/ JEFFREY A. BRODSKY Jeffrey A. Brodsky	Director	August 30, 2011
/s/ G. FULTON COLLINS G. Fulton Collins	Director	August 30, 2011
/s/ ALVO M. ODDIS Alvo M. Oddis	Director	August 30, 2011

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized in the City of Norcross, State of Georgia, on the 30th day of August 2011.

AMERIMAX BUILDING PRODUCTS, INC. AMERIMAX FABRICATED PRODUCTS, INC. AMERIMAX HOME PRODUCTS, INC. AMERIMAX RICHMOND COMPANY AMP COMMERCIAL, INC. BERGER BUILDING PRODUCTS, INC. BERGER HOLDINGS, LTD. FABRAL HOLDINGS, INC. FABRAL, INC.
By:	/s/ MITCHELL B. LEWIS Mitchell B. Lewis Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mitchell B. Lewis and R. Scott Vansant, and each of them, his or her true and lawful attorneys-in-fact and agents with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MITCHELL B. LEWIS Mitchell B. Lewis	Chief Executive Officer and Director (Principal Executive Officer)	August 30, 2011
/s/ R. SCOTT VANSANT R. Scott Vansant	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	August 30, 2011

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized in the City of Norcross, State of Georgia, on the 30th day of August 2011.

AMERIMAX UK, INC.
By:	/s/ NIGEL SMAILES Nigel Smailes President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mitchell B. Lewis and R. Scott Vansant, and each of them, his or her true and lawful attorneys-in-fact and agents with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ NIGEL SMAILES Nigel Smailes	President and Director (Principal Executive Officer)	August 30, 2011
/s/ R. SCOTT VANSANT R. Scott Vansant	Chief Financial Officer (Principal Financial and Accounting Officer)	August 30, 2011
/s/ GRAHAM ABBOTT Graham Abbott	Director	August 30, 2011

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized in the City of Norcross, State of Georgia, on the 30th day of August 2011.

AMERIMAX FINANCE COMPANY, INC.
By:	/s/ MITCHELL B. LEWIS Mitchell B. Lewis Chief Executive Officer and President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mitchell B. Lewis and R. Scott Vansant, and each of them, his or her true and lawful attorneys-in-fact and agents with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MITCHELL B. LEWIS Mitchell B. Lewis	Chief Executive Officer and President (Principal Executive Officer)	August 30, 2011
/s/ R. SCOTT VANSANT R. Scott Vansant	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	August 30, 2011
/s/ MARY BARNHILL Mary Barnhill	Director	August 30, 2011
/s/ JOAN L. YORI Joan L. Yori	Director	August 30, 2011

II-9

EXHIBIT INDEX

Exhibit Number			Description
	2.1	*	Purchase Agreement, dated as of June 24, 1996, between Euramax International, Ltd. and Alumax Inc.
	2.2	*	First Amendment to Purchase Agreement, dated as of September 25, 1996, between Euramax International, Ltd. and Alumax Inc.
	3.1		Certificate of Incorporation of Euramax International, Inc.
	3.2		Bylaws of Euramax International, Inc.
	3.3		Certificate of Incorporation of Euramax Holdings, Inc.
	3.4		Bylaws of Euramax Holdings, Inc.
	3.5		Certificate of Incorporation of Amerimax Building Products, Inc.
	3.6		Bylaws of Amerimax Building Products, Inc.
	3.7		Certificate of Incorporation of Amerimax Fabricated Products, Inc.
	3.8		Bylaws of Amerimax Fabricated Products, Inc.
	3.9		Certificate of Incorporation of Amerimax Finance Company, Inc.
	3.10		Bylaws of Amerimax Finance Company, Inc.
	3.11		Certificate of Incorporation of Amerimax Home Products, Inc.
	3.12		Bylaws of Amerimax Home Products, Inc.
	3.13		Certificate of Incorporation of Amerimax Richmond Company
	3.14		Bylaws of Amerimax Richmond Company
	3.15		Certificate of Incorporation of Amerimax UK, Inc.
	3.16		Bylaws of Amerimax UK, Inc.
	3.17		Certificate of Incorporation of AMP Commercial, Inc.
	3.18		Bylaws of AMP Commercial, Inc.
	3.19		Certificate of Incorporation of Berger Building Products, Inc.
	3.20		Bylaws of Berger Building Products, Inc.
	3.21		Certificate of Incorporation of Berger Holdings, Ltd.
	3.22		Bylaws of Berger Holdings, Ltd.
	3.23		Certificate of Incorporation of Fabral Holdings, Inc.
	3.24		Bylaws of Fabral Holdings, Inc.
	3.25		Certificate of Incorporation of Fabral, Inc.
	3.26		Bylaws of Fabral, Inc.
	4.1		Indenture, dated as of March 18, 2011, by and among Euramax International, inc., the Guarantors, and Wells Fargo Bank, National Association, as Trustee.
	4.2		Form of 91/2% Senior Secured Notes due 2016.

II-10

Exhibit Number			Description
	4.3		Form of Regulation S Temporary Global Note for the 91/2% Senior Secured Notes due 2016.
	4.4		Registration Rights Agreement, dated as of March 18, 2011, by and among Euramax International, Inc., the Guarantors, Deutsche Bank Securities, Inc., Gleacher & Company Securities, Inc., Wells Fargo Securities, LLC and Morgan Keegan & Company, Inc.
	4.5		Registration Rights Agreement, dated as of June 29, 2009, among Euramax Holdings, Inc. and the Stockholders named therein.
	4.6		Amendment No. 1 to the Registration Rights Agreement, dated as of July 21, 2010, among Euramax Holdings, Inc. and the Stockholders named therein.
	5.1		Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
	5.2		Opinion of Baker & Daniels LLP
	5.3		Opinion of Dilworth Paxson LLP
	10.1		Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated March 18, 2011, by and among Euramax International, Inc., Euramax Holdings, Inc., certain domestic subsidiaries of Euramax International, Inc., various lenders, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner.
	10.2		First Amendment to the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated April 5, 2011, by and among Euramax International, Inc., Euramax Holdings, Inc., certain domestic subsidiaries of Euramax International, Inc., various lenders, Regions Bank, as Collateral and Administrative Agent, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, and Regions Business Capital, as Sole Lead Arranger and Bookrunner.
	10.3		Pledge and Security Agreement, dated March 18, 2011, by and among Euramax International, Inc., the Guarantors and Wells Fargo Bank, National Association, as collateral trustee.
	10.4		Credit and Guaranty Agreement, dated as of March 3, 2011, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and certain subsidiaries of Euramax International, Inc. named therein, as guarantors, and investment funds affiliated with Highland Capital Management, L.P. and Levine Leichtman Capital Partners, as lenders.
	10.5		First Amendment to Credit and Guaranty Agreement, dated as of April 13, 2011, by and among Euramax International, Inc., as borrower, Euramax Holdings, Inc. and certain subsidiaries of Euramax International, Inc. named therein as guarantors, the lenders party thereto from time to time and Nexbank SSB, as administrative agent.
	10.6		Amended and Restated Pledge and Security Agreement, dated March 18, 2011, by and among Euramax International, Inc., the other grantors party thereto and Regions Bank as Agent.
	10.7		General Intercreditor Agreement, dated March 18, 2011, by and among Regions Bank, as ABL Collateral Agent, the Collateral Trustee, Euramax International, Inc. and the Guarantors and the other parties from time to time a party thereto.
	10.8		Stockholders Agreement, dated June 29, 2009, by and among Euramax Holdings, Inc. and holders of its common stock.
	10.9	†	Euramax Holdings, Inc. 2009 Executive Incentive Plan, effective as of September 24, 2009.

II-11

Exhibit Number			Description
	10.10	†	Amended and Restated Executive Employment Agreement, dated as of June 1, 2011, by and between Euramax Holdings, Inc. and Mitchell Lewis.
	10.11	†	Amended and Restated Executive Employment Agreement, dated as of June 12, 2009, by and between Euramax Holdings, Inc. and Scott Vansant.
	10.12	†	Form of Restricted Stock Agreement for directors and executive officers under the Euramax Holdings, Inc. 2009 Executive Incentive Plan.
	10.13	†	2011 Phantom Stock Plan of Euramax Holdings, Inc., dated April 15, 2011
	10.14	†	Euramax International, Inc. Euramax Incentive Compensation Plan, dated February 4, 2010, as amended on January 14, 2011.
	10.15	†	Euramax International, Inc. Amended and Restated Supplemental Executive Retirement Plan, as amended, effective as of January 1, 2009.
	12.1		Statement Regarding Computation of Ratios
	21.1		List of Subsidiaries of Euramax Holdings, Inc
	23.1		Consent of Ernst & Young LLP
	23.2		Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in the opinion filed as Exhibit 5.1)
	23.3		Consent of Baker & Daniels LLP (included in the opinion filed as Exhibit 5.2)
	23.4		Consent of Dilworth Paxson LLP (included in the opinion filed as Exhibit 5.3)
	24.1		Powers of Attorney (contained on the signature page to this Registration Statement)
	25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 with respect to the Indenture governing the 91/2% Senior Secured Notes due 2016
	99.1		Form of Letter of Transmittal, with respect to outstanding notes and exchange notes
	99.2		Form of Notice of Guaranteed Delivery, with respect to outstanding notes and exchange notes
	99.3		Form of Instruction to Registered Holder from Beneficial Owners
	99.4		Form of Letter to Clients
	99.5		Form of Letter to Registered Holders

†

Management contract or compensatory plan or arrangement

*

Schedules and similar attachments to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.

II-12

EX-2.1

   1

                                                                   EXHIBIT 2.1

          ============================================================

                               PURCHASE AGREEMENT

                                    between

                          EURAMAX INTERNATIONAL, LTD.

                                      and

                                  ALUMAX INC.

                           Dated as of June 24, 1996

          ============================================================
   2

                              TABLE OF CONTENTS

                                                                                                                     Page

                                                            ARTICLE I                                                ----

                                                   PURCHASE AND SALE OF SHARES

         1.1  Purchase and Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

         1.2  Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

         1.3  Consideration and Payment at the Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

         1.4  Certain Transactions to be Consummated Prior to or Concurrently with Closing  . . . . . . . . . . . . .   4

                                                        ARTICLE II

                                              PURCHASE PRICE AND ADJUSTMENTS

         2.1  Share Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

         2.2  Purchase Price Adjustments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

                                                       ARTICLE III

                                              REPRESENTATIONS AND WARRANTIES

         3.1  Representations and Warranties of the Seller  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

         3.2  Representations and Warranties of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

                                                        ARTICLE IV

                                                        COVENANTS

         4.1  Interim Operation of the Sale Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41

         4.2  No Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43

         4.3  Filings; Other Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44

         4.4  Access; Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44

         4.5  Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45

         4.6  Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

         4.7  Best Reasonable Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47

        4.8  Other Offers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47

         4.9  Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47

         4.10  Notification of Certain Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

         4.11  Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

         4.12  Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53

         4.13  Competition  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56

         4.14  Use of Certain Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

                                     -i-

   3

                                                                                                                     Page

                                                                                                                     ----

         4.15  Certain Bank Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

         4.16  Workers' Compensation Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60

         4.17  Financing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

         4.18  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

         4.19  Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

                                                        ARTICLE V

                                                        CONDITIONS

         5.1  Conditions to Obligations of the Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63

         5.2  Conditions to Obligations of Purchaser  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64

                                                        ARTICLE VI

                                                       TERMINATION

         6.1  Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67

         6.2  Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68

                                                       ARTICLE VII

                                                     INDEMNIFICATION

         7.1  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68

         7.2  Certain Limitations on Indemnification Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . .  70

         7.4  Special Indemnity for Guarantees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73

                                                       ARTICLE VIII

                                                       TAX MATTERS

         8.1  Section 338(h)(10) Elections  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75

         8.2  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75

         8.3  Computation of Tax Liabilities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76

         8.4  Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76

         8.5  Transfer Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78

         8.6  Contest Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78

         8.7  Post-Closing Actions Which May Affect the Seller's Liability for Taxes  . . . . . . . . . . . . . . . .  80

         8.8  Section 338(h)(10) Election and Determination and Allocation of Purchase Price and MADSP  . . . . . . .  80

         8.9  Purchaser's Claiming, Receiving or Using of Refunds and Overpayments  . . . . . . . . . . . . . . . . .  81

                                     -ii-

   4

                                                                                                                     Page

         8.10  Termination of Tax Allocation Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82

         8.11  Assistance and Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82

         8.12  Maintenance of Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83

         8.13  Characterization of Indemnification Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83

         8.14  Computation of Losses Subject to Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . .  83

         8.15  Resolution of Calculation Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83

                                                        ARTICLE IX

                                                MISCELLANEOUS AND GENERAL

         9.1  Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84

         9.2  Registration Under the Restrictive Trade Practices Act 1976 . . . . . . . . . . . . . . . . . . . . . .  84

         9.3  Survival  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84

         9.4  Modification and Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85

         9.5  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85

         9.6  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85

         9.7  Arbitration; Submission to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85

         9.8  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86

         9.9  Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86

         9.10  Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86

         9.11  Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87

         9.12  Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87

         9.13  Injunctive Relief  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88

   7

                               PURCHASE AGREEMENT

                 PURCHASE AGREEMENT (hereinafter called this "Agreement"), dated as of June 24, 1996, between Euramax International, Ltd., a corporation organized under the laws of England and Wales (the "Purchaser"), and ALUMAX INC. (the "Seller"), a Delaware corporation and the sole stockholder of each of Alumax Fabricated Products, Inc., a Delaware corporation ("AFP"), Alumax Holdings Limited, a corporation organized under the laws of England and Wales ("Alumax Holdings") and Alumax Europe BV, a corporation organized under the laws of the Netherlands ("Alumax Europe").

                                    RECITALS

                 WHEREAS, the Seller owns (i) all of the issued and outstanding shares of capital stock of AFP (the "AFP Shares"), (ii) all of the issued and outstanding shares of capital stock of Alumax Holdings (the "Alumax Holdings Shares") and (iii) all of the issued and outstanding shares of capital stock of Alumax Europe (the "Alumax Europe Shares");

                 WHEREAS, Alumax Europe owns all of the issued and outstanding shares of capital stock, other than nominee and directors' qualifying shares, of Alumax Holdings S.A., a corporation organized under the laws of France ("Holdings S.A."), and Holdings S.A. owns all of the issued and outstanding shares of capital stock (the "Alumax France Shares" and, collectively with the AFP Shares, the Alumax Holdings Shares and the Alumax Europe Shares, the "Shares"), other than nominee and directors' qualifying shares as set forth on Schedule 3.1(a), of Alumax Industries S.A., a corporation organized under the laws of France ("Alumax France");

                 WHEREAS one of AFP, Alumax Holdings, Alumax Europe or Alumax France, as the case may be, owns (or, in the case of Home Products, as defined in Section 1.4 hereof, will own upon consummation of the transactions contemplated by Section 1.4 hereof), directly or indirectly, all of the outstanding shares of capital stock (other than directors' qualifying shares as set forth on Schedule 3.1(a)) of the subsidiaries identified in Schedule 3.1(a) as being owned by it (the subsidiaries identified in said Schedule 3.1(a) as being owned by AFP, Alumax Holdings, Alumax Europe and Alumax France, other than those identified therein as "Retained Subsidiaries," are referred to as the "AFP Subsidiaries," "Alumax Holdings Subsidiaries," the "Alumax

   8

Europe Subsidiary" and the "Alumax France Subsidiary," respectively, and are collectively referred to as the "Subsidiaries"; AFP and the AFP Subsidiaries are referred to as the "U.S. Sale Companies"; Alumax Holdings, Alumax Europe, Alumax France, Alumax Holdings Subsidiaries, the Alumax Europe Subsidiary and the Alumax France Subsidiary are collectively referred to as the "European Sale Companies"; and the U.S. Sale Companies and the European Sale Companies are collectively referred to as the "Sale Companies");

                 WHEREAS, the Purchaser desires to purchase or cause certain of its direct or indirect wholly-owned subsidiaries to purchase, and the Seller desires to sell, directly or, in the case of the Alumax France Shares, through Holdings S.A., the Shares upon the terms and subject to the conditions of this Agreement;

                 NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the Seller and Purchaser hereby agree as follows:

                                   ARTICLE I

                          PURCHASE AND SALE OF SHARES

                 1.1  Purchase and Sale of Shares.  Upon the terms and subject to the conditions of this Agreement, (a) the Seller agrees to sell, transfer and assign to Purchaser and Purchaser agrees to purchase, all right, title and interest in and to the Alumax Holdings Shares, (b) the Seller agrees to cause Holdings S.A. and the minority stockholders of Alumax France to sell, transfer and assign to a newly formed indirect wholly owned subsidiary of Purchaser to be organized under the laws of France ("French Newco"), and Purchaser agrees to cause French Newco (or designated nominees or directors in accordance with Section 3.1(c)(iii)) to purchase, all right, title and interest in and to the Alumax France Shares, (c) upon consummation of the transactions described in clause (b) of this Section 1.1 and in Section 1.4(e) hereof, the Seller agrees to sell, transfer and assign to a newly formed indirect wholly owned subsidiary of Purchaser to be organized under the laws of the Netherlands ("Dutch Newco"), and Purchaser agrees to cause Dutch Newco to purchase, all right, title and interest in and to the Alumax Europe Shares, and (d) the Seller agrees to sell, transfer and assign to a newly formed wholly owned subsidiary of Purchaser to be organized under the laws

                                      -2-

   9

of the State of Delaware ("U.S. Newco" and, collectively with Dutch Newco and French Newco, the "Subsidiary Purchasers"), and Purchaser agrees to cause U.S. Newco to purchase, all right, title and interest in and to the AFP Shares, in each case free and clear of any lien, claim, charge, encumbrance, pledge, security interest or restriction on transfer, other than as provided in Section 3.1(c) hereof.

                 1.2  Closing.    Subject to Article V and Section 6.1 hereof, the closing of the purchase and sale of the Shares shall take place at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York, (a) on the business day on which all of the conditions set forth in Article V hereof shall have been fulfilled or waived in accordance with this Agreement and applicable law (but if such day is not immediately followed by another business day, then on the next business day thereafter which is immediately followed by another business day), or (b) at such other time, date and/or place as the Seller and Purchaser may agree.  The date and time at which such purchase and sale actually occurs is referred to as the "Closing Date," and upon the actual occurrence of such purchase and sale, the closing thereof ("Closing") shall be deemed to have occurred on such date at 11:58 P.M. Paris time with respect to the Alumax France Shares, at 11:59 P.M. New York time with respect to the AFP Shares, at 10:59 P.M. London time with respect to the Alumax Holdings Shares and at 11:59 P.M. Paris time with respect to the Alumax Europe Shares.

                 1.3  Consideration and Payment at the Closing.  Upon the terms and subject to the conditions of this Agreement, on the Closing Date:

                 (a)  Purchaser shall as agent for French Newco, or shall cause French Newco to, deliver to the Seller an amount in cash to be agreed upon pursuant to Section 8.8 as the portion of the purchase price allocated to the Alumax France Shares (the "Alumax France Purchase Price"), and Purchaser shall (as agent for U.S. Newco to the extent of the portion of the purchase price allocated to the Alumax France Shares pursuant to Section 8.8) deliver to the Seller an aggregate amount in cash equal to the Initial Purchase Price (as defined in Section 2.1 hereof) less the Alumax France Purchase Price, in each case by means of wire transfers to the bank account or bank accounts designated in writing by the Seller one business day prior to Closing, and Purchaser or a Subsidiary Purchaser shall countersign any documents referred to in Section 1.3(b) which require execution by it.

                                      -3-

   10

                 (b)  The Seller shall deliver or, in the case of the Alumax France Shares, cause Holdings S.A. and the minority stockholders of Alumax France to deliver, to Purchaser or one of the Subsidiary Purchasers (or designated nominees or directors in accordance with Section 3.1(c)(iii), in the case of Alumax France), as the case may be, (i) certificates representing the AFP Shares duly endorsed in blank with stock powers attached duly executed in blank, in proper form for transfer, (ii) in the case of the Alumax Holdings Shares, duly executed stock transfer forms together with the share certificates relating thereto, (iii) in the case of the Alumax France Shares, duly executed share transfer forms ("ordres de mouvement de titres") and (iv) in the case of the Alumax Europe Shares, a notarial deed of transfer executed by the Seller, Purchaser or Dutch Newco and Alumax Europe effecting such sale and purchase of the Alumax Europe Shares together with a certificate of the inscription of the stock ledger ("aandeelhoudersregister") of Alumax Europe to record the transfer of the shares of Alumax Europe from the Seller to Purchaser or Dutch Newco, (duly signed by the management of Alumax Europe), and (v) all other documents required to be delivered by the Seller or Holdings S.A. to Purchaser or any Subsidiary Purchaser on the Closing Date pursuant to the terms hereof.

                 1.4  Certain Transactions to be Consummated Prior to or Concurrently with Closing.

                 (a)  The Seller shall, prior to the Closing Date, cause AFP to form a corporation organized under the laws of the State of Delaware, to be named "Euramax Home Products, Inc." ("Home Products"), and thereupon shall cause each of Alumax Aluminum Corporation, a Delaware corporation wholly owned by Seller ("AAC"), and Home Products to duly execute and deliver to the other an Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), pursuant to which AAC shall sell and deliver to Home Products all of the assets and liabilities referred to therein as comprising AAC's Home Products Division.

                 (b)  The Seller shall, prior to the Closing Date, cause each of Alumax Holdings and Alumax Europe to declare as a dividend, sell or otherwise transfer or cause to be transferred to the Seller (or any subsidiary thereof designated by the Seller) all shares or other interests owned by it of each of the corporations or other entities identified in Schedule 3.1(a) as the "Retained Subsidiaries," other than Holdings S.A.

                                      -4-

   11

                 (c)  Immediately prior to the Closing Date, (i) the Seller and its subsidiaries other than the Sale Companies on the one hand and the Sale Companies on the other shall execute and deliver to the other such instruments and documents as may be necessary (x) to eliminate any intercompany balances and obligations between the Sale Companies, on the one hand, and the Seller and its subsidiaries other than the Sale Companies, on the other, and (y) to cancel or otherwise eliminate all obligations under the Note of AFP referred to in the Asset Purchase Agreement, and (ii) all insurance coverage maintained by the Seller in respect of the Sale Companies, any of their assets or their businesses will cease to be available to the Sale Companies.

                 (d)  Immediately following the delivery of the Alumax France Shares pursuant to Section 1.3(b) but prior to the delivery of the Alumax Europe Shares pursuant to Section 1.3(b), the Seller shall cause Alumax Europe to declare as a dividend, sell or otherwise transfer to the Seller or any subsidiary of the Seller designated by the Seller all shares or other interests owned by it of Holdings S.A., and all outstanding shares of Holdings S.A. held by directors or nominees shall be transferred to persons designated by the Seller.

                                   ARTICLE II

                         PURCHASE PRICE AND ADJUSTMENTS

                 2.1  Share Purchase Price.  The initial purchase price for the Shares to be paid at the Closing Date pursuant to Section 1.3 hereof shall be U.S. $245 million, plus (i) an amount equal to the sum of (a) all cash and cash equivalents (other than cash in the Bank Accounts (as defined in Section 4.15(b)) on the books of any of the Sale Companies as of the Closing and (b) the aggregate of the balances shown on Schedule 4.15(b), plus (ii) the Estimated Combined Working Capital (as defined in Section 2.2(c) hereof), less (iii) the Initial Combined Working Capital (as defined in Section 2.2(c) hereof), less (iv) the Funded Debt (as defined below) of the Sale Companies outstanding as of the Closing (the "Initial Purchase Price"), in cash.  The Initial Purchase Price shall be adjusted subsequent to the Closing under the circumstances and by reference to the procedures described in Section 2.2 hereof.  "Funded Debt" shall mean, without duplication, the aggregate amount of all indebtedness for borrowed money, including, without limitation, all principal and interest due and owing,

                                      -5-

   12

together with any premiums, fees, expenses, overdrafts or penalties, under revolving facilities, term loans or otherwise, all obligations under letters of credit and guarantees with respect to any of the foregoing (other than letters of credit issued or made by one Sale Company for the benefit of another Sale Company or guarantees issued or made by one Sale Company to the extent so issued or made for the benefit of any Sale Company and other than guarantees for which the Seller has indemnified Purchaser under Section 7.4 hereof) and all capitalized lease obligations, but excluding any indebtedness or obligations to the Seller or any of its subsidiaries (other than the Sale Companies) which will be eliminated at Closing and any indebtedness or obligation to any other Sale Company.

                 2.2  Purchase Price Adjustments.

                 (a)  If the Initial Purchase Price exceeds the Final Purchase Price (as hereinafter defined), then the Seller shall pay to Purchaser the amount by which the Initial Purchase Price exceeds the Final Purchase Price, plus interest accruing thereon at the prime commercial lending rate (base rate) announced from time to time by Citibank, N.A.  (the "Prime Rate") from the Closing to the date such payment is made.  If the Final Purchase Price exceeds the Initial Purchase Price, then Purchaser shall pay to the Seller the amount, not exceeding U.S.$2,000,000, by which the Final Purchase Price exceeds the Initial Purchase Price, plus interest accruing thereon at the Prime Rate from the Closing to the date such payment is made.  The adjustment payment required by this Section 2.2(a) shall be made by the Seller or Purchaser, as the case may be, within fifteen business days after the Final Purchase Price is determined pursuant to Section 2.2(b) hereof.

                 (b)  Determination of Final Purchase Price.

                 (i)  As soon as practicable following the Closing Date, but in

         any event within 60 business days thereafter, Coopers & Lybrand LLP

         (Atlanta), acting in its capacity as the Seller's independent auditors

         ("C&L"), at the direction of the Seller, shall prepare and deliver to

         Purchaser and Coopers & Lybrand LLP (New York), acting in its capacity

         as Purchaser's independent auditors ("Purchaser Auditors"), an audited

         combined balance sheet of the Sale Companies, as of the Closing (the

         "Closing Balance Sheet").  Purchaser shall provide to the Seller and

         C&L reasonable access to all necessary books and records to perform

         such audit and to review or investigate disputes regarding the Closing

                                      -6-

   13

         Balance Sheet, provided that Purchaser Auditors may be present at any

         audit conducted by C&L of physical inventory so long as Purchaser

         Auditors do not interfere with such audit.   The Closing Balance Sheet

         shall be prepared in accordance with United States generally accepted

         accounting principles ("GAAP"), modified (A) to exclude all assets and

         liabilities relating to income Taxes, (B) to include as payables all

         payables for which checks were drawn but had not cleared as of the

         relevant time of determination, and (C) otherwise as described in

         Schedule 2.2(b) ("Modified GAAP") applied in a manner consistent with

         the Balance Sheet, and shall be accompanied by a report thereon of

         C&L, which report shall state that in C&L's opinion the Closing

         Balance Sheet has been prepared in accordance with Modified GAAP, and

         that the Closing Balance Sheet fairly presents, in all material

         respects, the financial position of the Sale Companies as of the

         Closing.  In connection with the preparation of the Closing Balance

         Sheet, (x) all known arithmetic errors in the Balance Sheet shall be

         taken into account, and (y) no changes in accounting principles,

         policies, practices, procedures or methodologies shall be made from

         those utilized in preparing the Balance Sheet (other than with respect

         to the cash in the Bank Accounts), including, without limitation, with

         respect to the nature and classification of accounts or the

         determination of the level of reserves, accruals or materiality.  The

         Seller, within 10 business days of acceptance of the Closing Balance

         Sheet by Purchaser in accordance with the procedures set forth in

         Section 2.2(b)(ii) hereof, shall based thereon prepare and deliver to

         Purchaser a schedule setting forth the Final Purchase Price, to be

         computed in accordance with the provisions of Section 2.2(c) hereof.

                 (ii) Purchaser and Purchaser Auditors may review the

         Closing Balance Sheet and the Seller shall cause C&L to make its work

         papers and all other documents used in preparation of the Closing

         Balance Sheet available to Purchaser and Purchaser Auditors.  The

         Closing Balance Sheet reported upon by C&L shall be binding and

         conclusive upon, and deemed accepted by, Purchaser unless Purchaser

         shall have notified the Seller of any and all objections thereto not

         later than 45 business days after delivery thereof.  Any dispute

         relating to the Closing Balance Sheet which cannot be resolved within

         5 business days after the delivery of the notice referred to in this

         Section 2.2(b)(ii) (the "Referral Date") shall, together with all

         other such

                                      -7-

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         disputes, be referred no later than 15 business days after the

         Referral Date for decision by Robert Henley of Ernst & Young LLP

         (Richmond, Virginia) or, if unavailable, a mutually agreeable auditor

         with a nationally recognized accounting firm (the "Auditor"), whom the

         parties agree shall be appointed to render final and binding

         determinations with respect to such disputes.  The Auditor shall

         establish procedures giving due regard to the intention of the parties

         to resolve disputes as quickly, efficiently and inexpensively as

         possible.  The parties shall then submit evidence in accordance with

         the procedures so established and the Auditor shall decide the dispute

         or disputes in accordance therewith by selecting from either the

         Seller's position or the Purchaser's position with respect to each

         such dispute.  The Auditor's decision on all matters referred to the

         Auditor shall be rendered in the form of a written opinion using the

         definitions and terms used in this Agreement within 45 business days

         following the date such matters are referred to the Auditor and

         thereupon the Closing Balance Sheet, as modified to reflect the

         Auditor's determinations, shall be deemed accepted by the Purchaser

         and such determinations shall be final and binding on the parties

         hereto and enforceable as an arbitration award pursuant to the Federal

         Arbitration Act.  The fee of the Auditor shall be borne by the parties

         in such proportion as the Auditor may determine and, in the absence of

         such determination, equally.

                 (c)  As used in this Agreement, the "Final Purchase Price" shall be an amount equal to (i) the Initial Purchase Price plus (ii) the Final Combined Working Capital (as hereinafter defined), less (iii) the Estimated Combined Working Capital (as hereinafter defined).  "Combined Working Capital" shall mean, at the relevant time of determination, an amount equal to the total current assets (exclusive of cash, cash equivalents, and intercompany balances between the Sale Companies, on the one hand, and the Seller and its subsidiaries other than the Sale Companies, on the other) less the current liabilities (excluding intercompany balances between the Sale Companies, on the one hand, and the Seller and its subsidiaries other than the Sale Companies, on the other, and excluding any Funded Debt reflected therein), in each case as determined in accordance with Modified GAAP and as reflected in the applicable balance sheet; for avoidance of doubt, the cash in the Bank Accounts shall be excluded from the calculation of Combined Working Capital.  "Initial Combined Working Capital" shall mean the Combined Working Capital as determined based on the

                                      -8-

   15

Balance Sheet.  "Final Combined Working Capital" shall mean the Combined Working Capital as determined based on the Closing Balance Sheet.  "Estimated Combined Working Capital" shall mean the Combined Working Capital as of the Closing, estimated in good faith by the Seller and set forth in a schedule delivered to Purchaser not less than ten business days prior to the Closing Date; provided, however, that if Purchaser, acting in good faith, objects to such estimate by notice delivered to Seller not less than eight business days prior to the Closing Date, and the parties cannot agree on an estimate by not less than one business day prior to the Closing Date, the "Estimated Combined Working Capital" shall be deemed to be equal to the Combined Working Capital based on the latest available interim balance sheets for the Sale Companies prepared at month-end in accordance with Modified GAAP, it being understood that the Seller shall not be required to prepare any such combined balance sheet as of any end of the month occurring less than 20 days before the Closing Date.  Notwithstanding the foregoing, however, Purchaser may elect, by written notice to the Seller given not less than seven business days prior to the Closing Date, to limit the Estimated Combined Working Capital and Final Combined Working Capital to an amount not to exceed the Initial Combined Working Capital by more than U.S.$2,000,000.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                 3.1  Representations and Warranties of the Seller.  The Seller hereby represents and warrants to Purchaser as follows:

                 (a)  Organization and Qualification.  Each of the Seller, AAC and the U.S. Sale Companies is (or, in the case of Home Products, at the Closing Date will be) a corporation duly organized, validly existing and in good standing, to the extent such concepts are recognized in such jurisdictions, under the laws of its jurisdiction of incorporation.  Each of the European Sale Companies has been duly incorporated and is validly existing and no order has been made or petition presented or resolution passed for the winding up of any of such entities or for an administration order in respect thereof or for the statutory merger of such entities with other entities, and no receiver or administrative receiver has been appointed and no voluntary arrangement has been proposed under Section 1 of the Insolvency Act 1986 nor any other bankruptcy, moratorium or

                                      -9-

   16

insolvency proceeding in respect thereof.  Each of the European Sale Companies has complied in all material respects with its statutory obligations to prepare and file accounts in the jurisdiction in which it is registered.  The Sale Companies are (or, in the case of Home Products, at the Closing Date will be) each qualified to do business and in good standing as a foreign corporation in each jurisdiction, to the extent such concepts are recognized in such jurisdictions, where the properties owned, leased or operated, or the business conducted, by it require such qualification, except for any such failure which when taken together with all other such failures is not reasonably likely to have a material adverse effect on the financial condition, business or operations of (i) the U.S. Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies), or (ii) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Companies).  The Sale Companies have no subsidiaries or equity investments other than those set forth on Schedule 3.1(a).  Each of the Sale Companies has (or, in the case of Home Products, at the Closing Date will have) the requisite corporate (and other) power and authority to own its properties and carry on its business as it is now being conducted by such Sale Company (or, in the case of Home Products, by AAC).  The Seller has made available to Purchaser a complete and correct copy of the certificate of incorporation and by-laws or memorandum and articles of association (or other comparable governing instruments), each as amended to date, of each of the Seller, AAC and the Sale Companies (other than Home Products).  Each of the certificates of incorporation and by-laws, memoranda and articles of association and other comparable governing instruments, if any, so delivered are in full force and effect.  Neither Alumax Holdings nor any of the Alumax Holdings Subsidiaries has given any "financial assistance" as defined in Section 152(1) of the Companies Act 1985 in any manner which amounts to a criminal offense under the U.K. Companies Act 1985.

                 (b)  Authority.  Subject to the approval of the Board of Directors of the Seller at its meeting scheduled to be held on June 27, 1996 (the "Board Approval"), the execution and delivery of this Agreement have been duly authorized by the Board of Directors of the Seller and/or by a committee thereof duly authorized to act on its behalf.  Subject to the Board Approval, the Seller has the legal capacity and authority to enter into this Agreement and to consummate the transactions herein contemplated and otherwise carry out its obligations hereunder.  Subject to the Board Approval, the Seller has, and each of AAC,

                                      -10-

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Holdings S.A. and the Sale Companies has or will have, the legal capacity and authority to enter into each other agreement or instrument to be executed in connection herewith and to consummate the transactions therein contemplated and otherwise carry out its obligations thereunder.  Subject to the Board Approval, this Agreement has been, and such other agreements and instruments will be, duly and validly executed by the Seller, AAC, Holdings S.A. or one or more Sale Companies, as the case may be; and, subject to the Board Approval, this Agreement constitutes, and each such other agreement and instrument (to the extent intended by the parties to be a binding agreement) will constitute, a valid and binding agreement of the Seller, AAC, Holdings S.A. or such Sale Company or Companies, as the case may be, enforceable in accordance with its terms.

                 (c)  Authorized Capital of AFP, Alumax Holdings, Alumax Europe and Alumax France.

                 (i)  The authorized capital stock of AFP as of the date

         hereof consists of 1000 shares of Common Stock, U.S. $10.00 par value

         per share, of which 100 shares, comprising all of the AFP Shares, are

         issued and outstanding.  The authorized capital stock of Alumax

         Holdings as of the date hereof consists of 1,000,000 shares of Common

         Stock, L.1 par value per share, of which 1,000,000 shares, comprising

         all of the Alumax Holdings Shares, are issued and outstanding.  The

         authorized capital stock of Alumax Europe as of the date hereof

         consists of 50,000 shares of Common Stock, NLG 100 par value per

         share, of which 10,002 shares, comprising all of the Alumax Europe

         Shares, are issued and outstanding.  The capital stock of Alumax

         France as of the date hereof consists of 60,000 shares of Common

         Stock, FF 100 par value per share, of which 60,000 shares, comprising

         all of the Alumax France Shares, are issued and fully paid up.  The

         Shares have been duly authorized and are validly issued, fully paid

         and nonassessable, and all of the Shares are owned of record and

         beneficially by the Seller (except with respect to the Alumax France

         Shares, which are owned of record and beneficially by Holdings S.A.

         other than to the extent set forth in Schedule 3.1(a) with respect to

         nominee and directors' qualifying shares), free and clear of any lien,

         claim, charge, encumbrance, pledge, security interest or restriction

         on transfer, except as expressly provided in the applicable governing

         documents of the Sale Companies heretofore provided to Purchaser in

         accordance with Section 3.1(a) hereof.  Upon delivery of the Shares

         and payment therefor

                                      -11-

   18

         pursuant hereto, good and valid title to such Shares, free and clear

         of any lien, claim, charge, encumbrance, pledge, security interest or

         restriction on transfer, except as expressly provided in the

         applicable governing documents of the Sale Companies heretofore

         provided to Purchaser in accordance with Section 3.1(a) hereof, will

         pass to Purchaser or a Subsidiary Purchaser, as applicable, or a

         nominee thereof as set forth in paragraph (iii) of this Section 3.1(c)

         and subject to the payment of any Transfer Taxes (as defined in

         Section 8.5 hereof).

                 (ii)  All of the issued and outstanding shares of capital

         stock of each of the Subsidiaries have been (or, with respect to the

         issued and outstanding shares of capital stock of Home Products (the

         "Home Products Shares"), at the Closing Date will be) duly authorized

         and are (or, with respect to the Home Products Shares, at the Closing

         Date will be) validly issued, fully paid and nonassessable, and are

         (or, with respect to the Home Products Shares, at the Closing Date

         will be) owned (except as indicated on Schedule 3.1(a)) by AFP, Alumax

         Holdings, Alumax Europe or Alumax France, as the case may be, in each

         case free and clear of any lien, claim, charge, encumbrance, pledge,

         security interest or restriction on transfer, except as expressly

         provided in the applicable governing documents of the Sale Companies

         heretofore provided to Purchaser in accordance with Section 3.1(a)

         hereof.  There are no existing options, warrants, calls, rights or

         commitments of any character of the Sale Companies relating to the

         issuance of capital stock thereof or to the issuance of any securities

         or obligations convertible into or exchangeable for, or giving any

         person any right to subscribe for or acquire from any of the Sale

         Companies, any shares of capital stock or other securities or

         obligations of any of the Sale Companies convertible into capital

         stock, and no such securities or obligations, or other securities or

         obligations relating to the capital stock of any of the Sale

         Companies, including without limitation stock appreciation rights,

         phantom stock or similar rights, are outstanding.  Neither the Seller

         nor any of the Sale Companies has granted any proxies with respect to

         any shares of capital stock of the Sale Companies, deposited any such

         shares into a voting trust or entered into any voting agreement with

         respect to any such shares.

                                      -12-

   19

                 (iii)  Upon the Closing Date, all Shares and shares of

         Subsidiaries indicated on Schedule 3.1(a) as being held by nominees or

         directors will be delivered to Purchaser or a Subsidiary Purchaser or

         its designated nominee or director, free and clear of any lien, claim,

         charge, encumbrance, pledge, security interest or restriction on

         transfer, except as expressly provided in the applicable governing

         documents of the Sale Companies heretofore provided to Purchaser in

         accordance with Section 3.1(a) hereof.

                 (d)  Governmental Filings and Consents; No Violations.

                 (i)  Except as set forth on Schedule 3.1(d)(i), to the

         Seller's best knowledge, no notices or other filings are required to

         be made by the Seller, Holdings S.A. or any of the Sale Companies

         with, nor are any consents, registrations, approvals, permits or

         authorizations required to be obtained by the Seller, Holdings S.A. or

         any of the Sale Companies from, any governmental or regulatory

         authorities in connection with the execution and delivery by the

         Seller of this Agreement and the execution and delivery by Seller or,

         if applicable, AAC, Holdings S.A. or any Sale Company, of each other

         agreement or instrument to be executed in connection herewith, and the

         consummation by the Seller or, if applicable, any Sale Company, of the

         transactions contemplated hereby or thereby, the failure to make or

         obtain any or all of which is (A) reasonably likely to have a material

         adverse effect on the financial condition, business or operations of

         (x) the U.S. Sale Companies, taken as a whole (as to matters relating

         to any of the U.S. Sale Companies), or (y) the European Companies,

         taken as a whole (as to matters relating to any of the European Sale

         Companies), or (B) is reasonably likely to prevent, materially delay

         or materially burden the transactions contemplated by this Agreement.

                 (ii)  Except as set forth in Schedule 3.1(d)(ii), the

         execution and delivery of this Agreement by the Seller do not, and the

         consummation by the Seller, AAC, Holdings S.A. and the Sale Companies

         of the transactions contemplated by this Agreement will not,

         constitute or result in (A) any breach or violation of, or a default

         under, the acceleration of or the creation of a lien, pledge, security

         interest or other encumbrance on assets (with or without the giving of

         notice or the lapse of time) pursuant to any Leases (as

                                      -13-

   20

         defined in Section 3.1(h) hereof) or Material Contracts (as defined in

         Section 3.1(p) hereof) of the Sale Companies or any law, rule,

         ordinance or regulation or judgment, decree, order, award or

         governmental permit or license to which the Seller, AAC, Holdings S.A.

         or any of the Sale Companies is subject, except, in any such case, for

         such as is not reasonably likely to have a material adverse effect on

         the financial condition, business or operations of (x) the U.S. Sale

         Companies, taken as a whole (as to matters relating to any of the U.S.

         Sale Companies), or (y) the European Sale Companies, taken as a whole

         (as to matters relating to any of the European Sale Companies), and is

         not reasonably likely to prevent, materially delay or materially

         burden the transactions contemplated by this Agreement, or (B) a

         breach or violation of, or default under, the certificate of

         incorporation or by-laws of the Seller, Holdings S.A., AAC or any of

         the Sale Companies.  Schedule 3.1(d)(ii) sets forth, to the Seller's

         best knowledge, a list of any consents required under any Leases or

         Material Contracts to be obtained prior to consummation of the

         transactions contemplated by this Agreement.

                 (e)  Financial Statements.  The Seller has prior to the date hereof delivered to Purchaser a copy of the audited combined special purpose statement of net operating assets of the Sale Companies, as of December 31, 1995 (the "Balance Sheet"), and the related special purpose statements of operating earnings and of operating cash flows for the year then ended (together with the Balance Sheet, the "Financial Statements"), together with the report thereon of C&L.  The Financial Statements have been prepared in accordance with the accounting books and records of the Sale Companies; the Balance Sheet has been prepared in accordance with Modified GAAP and the Income Statement and Statement of Cash Flows included in the Financial Statements have been prepared in accordance with GAAP, except as disclosed in the auditor's report thereon or in the Financial Statements (including the footnotes thereto); and the Financial Statements present fairly the combined financial condition of the Sale Companies as of December 31, 1995 and the combined results of operations for the period then ended.

                 (f)  Material Adverse Change.  Since December 31, 1995, there has been no material adverse change in the combined financial condition, business or operations of (A) the U.S. Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies), or (B) the European Sale Companies, taken as a whole (as to matters

                                      -14-

   21

relating to any of the European Sale Companies).  Without limiting the generality of the foregoing, except (i) as set forth in Schedule 3.1(f), (ii) as disclosed in or contemplated by the monthly Interim Operations Report of the Sale Companies and interim financial statements with respect to the Sale Companies heretofore delivered to Purchaser, and (iii) in furtherance of or in connection with the transactions contemplated by Sections 1.4 and 4.1 hereof, since December 31, 1995, (x) the Sale Companies have conducted their business only in, and have not engaged in any material transaction other than in accordance with, the ordinary course of such business, consistent with past practice, and (y) there has not been:

                   (i) any amendment to any Sale Company's certificate of

         incorporation, bylaws or memorandum or articles of association (or

         other comparable governing instruments), as applicable;

                  (ii) any incurrence of indebtedness or guarantees of

         indebtedness (x) by any U.S. Sale Company that is material to the U.S.

         Sale Companies, taken as a whole, or (y) by any European Sale Company

         that is material to the European Sale Companies, taken as a whole,

         other than (A) purchase money mortgages granted in the ordinary course

         of business consistent with past practice and (B) accounts payable

         arising in the ordinary course of business, consistent with past

         practice;

                 (iii) any granting of a material increase in compensation

         payable, or to become payable, to any employee who, pursuant to

         Section 4.11 or otherwise with respect to the European Sale Companies,

         continues in the employment of Purchaser or one of the Sale Companies

         after Closing (a "Transferred Employee"), except for scheduled annual

         increases in accordance with past practice (which shall not exceed, in

         the aggregate, six percent of the aggregate salaries of all

         Transferred Employees); except under existing employment agreements or

         severance plans or other existing arrangements, any granting of any

         severance or termination pay (other than for accrued vacation pay) to,

         or entering into any employment or severance agreement with, any

         Transferred Employee; the establishment, adoption, entry into or

         amendment of any bonus, profit sharing, thrift, compensation, stock

         option, restricted stock, pension, retirement, deferred compensation,

         employment, termination, severance or other plan, agreement, trust or

         fund for the benefit of

                                      -15-

   22

         any Transferred Employee in any way that materially increases the

         liability of any of the Sale Companies thereunder;

                  (iv) any issuance, sale or transfer of, or any agreement

         to issue, sell or transfer, any stock, bond, debenture, option,

         warrant, right or other similar corporate security of any of the Sale

         Companies or Subsidiaries, except as contemplated by this Agreement;

                   (v) any declaration or payment of any dividend or other

         distribution, or the transfer of any assets, to the Seller, except in

         the ordinary course of business;

                  (vi) any change by the Seller or any of the Sale Companies

         in accounting principles, practices or methods (other than in

         connection with the preparation of the Balance Sheet and the Closing

         Balance Sheet, as described in Sections 2.2 and 3.1(e) hereof) or cash

         management practices;

                 (vii) any forgiveness of any material debt of another party

         due to the Sale Companies (other than as contemplated by this

         Agreement);

                (viii) except in the ordinary course of business, consistent

         with past practice, (A) any sale, transfer or other disposal of any

         properties or assets, real, personal or mixed, which have an aggregate

         book value in excess of U.S. $250,000, or (B) any mortgaging or

         encumbering of any properties or assets, real, personal or mixed,

         which have an aggregate book value in excess of U.S. $100,000;

                  (ix) any material adverse changes in relationships with

         the customers and suppliers listed on Schedule 3.1(x), or any material

         adverse changes in relationships with other customers and suppliers

         that are material to (i) the U.S. Sale Companies, taken as a whole (as

         to matters relating to any of the U.S. Sale Companies), or (ii) the

         European Sale Companies, taken as a whole (as to matters relating to

         any of the European Sale Companies);

                   (x) except in the ordinary course of business, consistent

         with past practice, or as necessary to consummate the transactions

         contemplated hereby, the entering into or amending of any Material

         Contract; or

                                      -16-

   23

                  (xi) except in the ordinary course of business, consistent

         with past practice, any oral or written directive issued by the Seller

         or any of its subsidiaries to any of the Sale Companies restricting

         capital expenditures in accordance with the ordinary course of

         business, consistent with past practice; or

                 (xii) any commitment by the Seller, AAC, Holdings S.A. or

         any of the Sale Companies to do any of the foregoing.

                 (g)   Undisclosed Liabilities.  There exist no liabilities or obligations, secured or unsecured (whether absolute, accrued, contingent or otherwise), of (i) any of the U.S. Sale Companies that are material to the U.S. Sale Companies, taken as a whole, or (ii) any of the European Sale Companies that are material to the European Sale Companies, taken as a whole, except such as were taken account of in the Balance Sheet or are disclosed in Schedule 3.1(f) or Schedule 3.1(g).

                 (h)   Real Property.

                 (i)   Schedule 3.1(h) sets forth all real property in which

         any of the Sale Companies has legal or equitable title or a leasehold

         interest.  Except as set forth in Schedule 3.1(h), the Seller has

         delivered true and complete copies of all Leases and all deeds or

         other similar title documents related to the Owned Realty (as defined

         below).

                 (ii)  Each lease (collectively, the "Leases") respecting

         the real property leased by any of the Sale Companies (the "Leased

         Realty") that is material to (i) the U.S. Sale Companies, taken as a

         whole (as to matters relating to any of the U.S. Sale Companies), or

         (ii) the European Sale Companies, taken as a whole (as to matters

         relating to any of the European Sale Companies), in each case as set

         forth on Schedule 3.1(h), is valid and effective in accordance with

         its terms and, to the Seller's knowledge, there is not under any of

         such Leases any existing material default by any other party thereto

         or any condition, event or act which with notice or lapse of time or

         both would constitute such a default by any other party thereto.  No

         interest of a Sale Company in or to any Leased Realty has been

         pledged, assigned, encumbered or otherwise transferred, except (A) as

         reflected on Schedule 3.1(h) hereto; (B) mechanics', carriers',

         worker's, repairmen's or other like liens arising or

                                      -17-

   24

         incurred in the ordinary course of business, liens for taxes,

         assessments and other governmental charges which are not due and

         payable or which may thereafter be paid without penalty; (C)

         easements, covenants, rights-of- way and other encumbrances or

         restrictions of record that are not material to the Leased Realty,

         considered as a whole; (D) zoning, building and other similar

         restrictions; and (E) those that, individually or in the aggregate, do

         not materially adversely affect the title to or the present use of the

         property subject thereto (collectively the "Permitted Real Property

         Encumbrances").

                 (iii) Except as described in Schedule 3.1(h), each of the

         Sale Companies has good and marketable title in fee simple to the real

         property that is described on Schedule 3.1(h) as being the real

         property owned by such Sale Company (the "Owned Realty"), free and

         clear of all interests, mortgages or other encumbrances, rights of

         way, building or use restrictions, exceptions, variances, reservations

         or limitations of any nature whatsoever, except for Permitted Real

         Property Encumbrances.  There is no condemnation pending or, to the

         Seller's best knowledge, threatened with respect to any Owned Realty.

                  (iv) All material restrictions, conditions, and covenants

         affecting the UK Properties (as defined below) have been or are being

         substantially performed and observed and no notice of any material

         breach of the same has been received by any Sale Company with an

         interest in real property within the United Kingdom of Great Britain

         and Northern Ireland ("UK Properties").

                   (v) Except for Leases, tenancies or licenses granted to

         providers of electricity or gas, each Sale Company with an interest in

         any UK Properties is the beneficial owner of such UK Properties and is

         entitled to vacant possession of such UK Properties, and no lease,

         tenancy or license has been granted or agreed to be granted to any

         third party in respect of the whole or part of any UK Properties.

                  (vi) The existing uses of the UK Properties are lawfully

         permitted uses, whether under applicable planning legislation (and in

         the case of leasehold property under the terms of the lease under

         which that property is held) or otherwise, and are not temporary uses.

         All necessary consents to the existing uses have been obtained and are

         valid and subsisting.

                                      -18-

   25

                 (vii) The existing uses of the UK Properties substantially

         comply with all relevant provisions of legislation applicable to them

         and with all relevant permissions, by-laws, regulations, consents,

         notices, and orders made by any local or central government, legal

         authority, or other regulatory body (whether made by or under

         statutory powers or otherwise).

                (viii) There are no materially onerous conditions attached

         to any of the consents and permissions affecting the UK Properties and

         there are no material conditions to any planning consent which have

         not been fully satisfied in all material respects so that no

         continuing liability remains under them.

                  (ix) All buildings and other erections on the UK

         Properties or any part thereof are substantially fit for the purpose

         for which they are presently used.

                   (x) Except as set forth on Schedule 3.1(h)(x) none of the

         Sale Companies is actually or contingently liable as (or as guarantor

         of) an original contracting party to any lease of property within the

         United Kingdom of Great Britain and Northern Ireland other than the UK

         Properties.

                  (xi) No construction on or cultivation of the Owned Realty

         which is located in the Netherlands (the "Dutch Owned Realty") has

         taken place without the necessary licenses and permits.

                 (xii) To the Seller's best knowledge, neither public law

         nor private law prohibits or restricts the present use of the Owned

         Realty in any material respect.  To the Seller's best knowledge, no

         Dutch municipality has adopted any urban renewal plan or any ordinance

         under the Dutch Act Urban and Village Renewal affecting Owned Realty

         located in the Netherlands.

                   (i) Personal Property.  Except as set forth in Schedule 3.1(i), one or another of the Sale Companies has good and marketable title to all personal property reflected on the Balance Sheet and to all personal property acquired by any of the Sale Companies since the date of such Balance Sheet (except such personal property as has been disposed of in the ordinary course of business consistent with past practice), free and clear of all liens, interests or other encumbrances or limitations of any nature whatsoever, except liens, interests, encumbrances or limitations that are not material in amount and do not materially detract from the

                                      -19-

   26

value or materially interfere with the present use of any of the properties subject thereto or affected thereby or otherwise have a material adverse effect upon the financial condition, business or operations of the (i) U.S. Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies), or (ii) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Companies).

                 (j)  Inventory.  The inventories included on the Balance Sheet consist of items of quality and quantity usable and saleable in the ordinary course of business, calculated at the lower of cost or market in accordance with GAAP, and the Sale Companies have provided for adequate reserves for slow moving and obsolete material calculated in accordance with GAAP.

                 (k)  Intellectual Property.  Set forth on Schedule 3.1(k) is a list and brief description or identification of all copyrights, trade names, patents and patent rights, trademarks or service marks applied for and/or registered in the name of any of the Sale Companies, and which are used in the business of any of the Sale Companies (collectively referred to herein as "Intellectual Property").  Except as set forth on Schedule 3.1(k), none of the Sale Companies is a licensor in respect of any Intellectual Property.  The Sale Companies own the right, title and interest to or possess adequate licenses or other rights to use all Intellectual Property and trade secrets necessary to operate their business in all material respects as now conducted.  Except as set forth in Schedule 3.1(k), no claim is pending or, to the best knowledge of the Seller, threatened claiming that (x) the operations of any of the Sale Companies infringe upon or conflict with the asserted rights of any other person in a manner that reasonably could be expected to have a material adverse effect on the business of (i) the U.S. Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies), or (ii) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Companies), or (y) any of such Intellectual Property and trade secrets material to the business of (i) the U.S. Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies), or (ii) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Companies), is invalid or unenforceable.  To the Seller's best knowledge, no third party has infringed upon or misappropriated any Intellectual Property or trade secrets that are material to the business of (i) the U.S. Sale Companies, taken as a whole (as to matters relating to any U.S. Sale Companies), or (ii) the European Sale Companies, taken as a whole (as to matters relating to

                                      -20-

   27

any of the European Sale Companies).

                 To the Seller's knowledge, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any loss or impairment of any of the Intellectual Property of any of the Sale Companies material to the business of (i) the U.S. Sale Companies, taken as a whole (as to matters relating to any U.S. Sale Companies), or (ii) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Companies).

                 (l)  Personnel, etc.  Set forth on Schedule 3.1(l) is a list setting forth:

                 (i)  the name of each officer of each of the U.S. Sale

         Companies and the supervisory board members, directors and officers of

         each of the European Sale Companies, specifying the title and job

         classification of each such person; and

                (ii)  the name of each director of each of the Sale Companies.

         The Seller has heretofore provided Purchaser with a complete and accurate schedule of compensation which each of the officers referred to in clause (i) above who is a Transferred Employee is currently entitled to receive.

                 (m)  Employee Benefit Plans.

                 (i)  (A) Schedule 3.1(m)(i) lists or describes: (x) each

         "employee benefit plan" (as such term is defined in Section 3(3) of

         ERISA) maintained or contributed to by (or required to be maintained

         or contributed to by) any U.S. Sale Company or any entity that

         together with any U.S. Sale Company is treated as a single employer

         under Section 414 of the Code (each such entity, an "ERISA

         Affiliate"), for the benefit of any employee or former employee of any

         of the U.S. Sale Companies (the "AFP Employees"); and (y) each other

         plan, arrangement, policy or understanding relating to retirement,

         compensation, deferred compensation, bonus, severance, fringe benefits

         or any other employee benefits, maintained or contributed to by (or

         required to be maintained or contributed to by) any of the U.S. Sale

         Companies or any ERISA Affiliate for the benefit of any AFP Employee

         or any director of any of the U.S.

                                      -21-

   28

         Sale Companies.  Each such item listed on Schedule 3.1(m)(i) is

         referred to herein as an "AFP Benefit Plan." Schedule 3.1(m)(i) hereto

         also contains an accurate and complete list of each collective

         bargaining agreement to which any of the U.S. Sale Companies is

         subject or which pertains to any AFP Employee.

                   (B)  The Seller has, with respect to each AFP Benefit

         Plan, provided to the Purchaser complete and correct copies of, as

         applicable: (i) all plan documents and amendments thereto and any

         related trust agreements, insurance and annuity contracts and

         policies; (ii) any collective bargaining agreements pursuant to which

         such plan is maintained; (iii) the most recent determination letter

         received from the Internal Revenue Service (the "IRS"); (iv) the

         Annual Report (Form 5500 Series) and accompanying schedules, as filed,

         for the two (2) most recently completed plan years; and (v) the

         current summary plan description.

                  (ii)  Except as set forth on Schedule 3.1(m)(ii), each AFP

         Benefit Plan (other than any "multiemployer plan" as such term is

         defined in Section 3(37) of ERISA) (the "AFP Plans") has been

         maintained in all material respects in accordance with its terms and

         with the applicable provisions of ERISA, the Code, and any other

         applicable laws and collective bargaining agreements. Each AFP Plan

         which is an "employee pension benefit plan" within the meaning of

         Section 3(2) of ERISA ("AFP Pension Plan") and which is intended to be

         qualified under Section 401(a) of the Internal Revenue Code of 1986,

         as amended (the "Code") has received a favorable determination letter

         from the IRS, and to the Seller's knowledge, nothing has occurred

         since the date of such letter that cannot be cured within the remedial

         amendment period provided by Section 401(b) of the Code which would

         prevent any such AFP Plan from remaining so qualified.  There is no

         material pending or, to the Seller's knowledge, threatened litigation

         relating to the AFP Plans.  None of the U.S. Sale Companies nor (to

         the Seller's knowledge) any other "disqualified person" (within the

         meaning of Section 4975 of the Code) nor any "party in interest"

         (within the meaning of Section 3(14) of ERISA) has engaged in a

         transaction with respect to any AFP Plan that, assuming the taxable

         period of such transaction expired as of the date hereof, could

         subject any U.S. Sale Company or any officer, director or employee

         thereof to a tax or penalty imposed by either Section 4975 of the Code

         or

                                      -22-

   29

         Section 502(i) of ERISA in an amount which would be material.

                 (iii)  No liability under Subtitle C or D of Title IV of

         ERISA has been or is expected to be incurred by any of the U.S. Sale

         Companies with respect to any ongoing, frozen or terminated

         "single-employer plan," within the meaning of Section 4001(a)(15) of

         ERISA.  None of the U.S. Sale Companies has incurred or expects to

         incur any withdrawal liability with respect to a "multiemployer plan"

         within the meaning of Section 3(37) of ERISA (a "Multiemployer Plan")

         under Subtitle E of Title IV of ERISA.  To the Seller's knowledge,

         each Multiemployer Plan that is an AFP Benefit Plan complies in form

         and has been administered in accordance with the requirements of ERISA

         and, where applicable, the Code, and is qualified under Section 401(a)

         of the Code as amended to the date hereof.  With respect to any

         Multiemployer Plan to which any of the U.S. Sale Companies or any

         ERISA Affiliate has an obligation to contribute, to the Seller's

         knowledge, no proceeding has been initiated to terminate such

         Multiemployer Plan, no such Multiemployer Plan is in reorganization as

         described in Section 4241 of ERISA, and no such Multiemployer Plan is

         insolvent as described in Section 4245 of ERISA.  Neither any U.S.

         Sale Company nor any ERISA Affiliate has failed to make any required

         contribution to any Multiemployer Plan, and none of the U.S. Sale

         Companies is bound by any contract or agreement or has any obligation

         or liability described in Section 4204(a) of ERISA.  No notice of a

         "reportable event," within the meaning of Section 4043 of ERISA, for

         which the 30-day reporting requirement has not been waived has been

         required to be filed for any AFP Pension Plan within the 12-month

         period ending on the date hereof.

                  (iv)  All contributions required to be made under the terms

         of any AFP Benefit Plan or ERISA or the Code have been timely made or

         have been reflected on the Financial Statements.  Except as set forth

         on Schedule 3.1(m)(iv), no AFP Pension Plan has an "accumulated

         funding deficiency" (whether or not waived) within the meaning of

         Section 412 of the Code or Section 302 of ERISA.  None of the U.S.

         Sale Companies has provided, or is required to provide, security to

         any AFP Pension Plan pursuant to Section 401(a)(29) of the Code.

                   (v)  None of the U.S. Sale Companies has any obligations

         for retiree health and life benefits under

                                      -23-

   30

         any AFP Benefit Plan or otherwise.  Any AFP Benefit Plan that provides

         retirees health and life benefits provides that it may be amended or

         terminated at any time.  Each of the U.S. Sale Companies and the ERISA

         Affiliates have complied in all material respects with the health care

         continuation requirements of Part 6 of Title I of ERISA.

                  (vi)    Except as set forth on Schedule 3.1(m)(vi), none of

         the U.S. Sale Companies has any obligation to pay any separation,

         severance, termination or similar benefit solely as a result of any

         transaction contemplated by this Agreement or solely as a result of a

         change in control or ownership within the meaning of Section 280G of

         the Code.

                 (vii)    None of the U.S. Sale Companies has any material

         liability of any kind whatsoever, whether direct, indirect, contingent

         or otherwise, on account of (A) any violation of the health care

         continuation requirements of Part 6 of Title I of ERISA or Section

         4980B of the Code, (B) under Section 502(i) or Section 502(l) of ERISA

         or Section 4975 of the Code, (C) under Section 302 of ERISA or Section

         412 of the Code, or (D) under Title IV of ERISA, in each case solely

         by reason of being treated as a single employer under Section 414 of

         the Code with any trade, business or entity other than the U.S. Sale

         Companies.

                (viii)    Other than the pension schemes set forth on Schedule

         3.1(m)(viii) (the "Pension Schemes"), there are no pension, retirement

         benefit, contractual or discretionary benefits or similar schemes or

         arrangements for the current employees of any of the European Sale

         Companies.

                  (ix)    Neither Alumax Holdings nor any of the Alumax

         Holdings Subsidiaries has any legally binding obligation, other than

         those under the Pension Schemes or the CLA (as defined in Section

         3.1(m)(xviii)), to pay any pension or make any other payment after

         retirement or death or otherwise to provide "relevant benefits" within

         the meaning of section 612 of the U.K. Income and Corporation Taxes

         Act 1988 to or in respect of any current or former employee of Alumax

         Holdings or the Alumax Holdings Subsidiaries.

                   (x)    All contributions and other amounts which have fallen

         due for payment to the trustees of the "UK Pension Scheme" identified

         in Schedule 3.1(m)(viii)

                                      -24-

   31

         have been paid and the UK Pension Scheme has been fully funded in

         accordance with the actuary's report of April 6, 1996 (applying the

         accumulated benefit obligations basis) in the last formal valuation of

         the UK Pension Scheme, except as set forth in Schedule 3.1(m)(x).

                  (xi)  To the Seller's best knowledge, except as set forth

         in Schedule 3.1(m)(xi) or otherwise ascertainable from the documents

         listed in Schedule 3.1(m)(xii), the UK Pension Scheme complies with

         the relevant legislation and the requirements of the Pension Schemes

         Office and the Occupational Pensions Board affecting schemes approved

         under Chapter I of Part XIV of the Income and Corporation Taxes Act

         1988 and is contracted-out under the Pension Schemes Act 1993.  Except

         as set forth in Schedule 3.1(m)(xi) or ascertainable from the

         documents listed in Schedule 3.1(m)(xii), there has been no material

         breach of the trusts of the UK Pension Scheme and there are no

         material actions, suits or claims (other than routine claims for

         benefits) outstanding or, to the Seller's best knowledge, threatened

         against the trustees or administrators of the UK Pension Scheme or

         against Alumax Holdings or Alumax Holdings Subsidiaries in respect of

         the UK Pension Scheme.

                 (xii)  Except as otherwise set forth in Schedule

         3.1(m)(xii), the Seller has supplied to Purchaser copies of all

         material trust deeds, rules and booklets relating to the UK Pension

         Scheme, together with copies of all other documents listed in Schedule

         3.1(m)(xii).

                (xiii)  Except as set forth in Schedule 3.1(m)(xiii), no

         female members of the UK Pension Scheme who were members of the UK

         Pension Scheme as of November 16, 1993 have objected to management to

         the change in their "Normal Retirement Date" (as such term is defined

         in the governing documentation of the UK Pension Scheme) with effect

         from November 17, 1993.

                 (xiv)  To the Seller's best knowledge, except as set forth

         in Schedule 3.1(m)(xiv) or ascertainable from the documents listed in

         Schedule 3.1(m)(xii), since the effective date of the last actuarial

         valuation of the UK Pension Scheme, no discretion or power has been

         exercised under the UK Pension Scheme to:

                   (a)  augment benefits or to provide benefits on early

                        retirement discounted for early payment

                                      -25-

   32

                        on a basis which is not cost-neutral to the fund of

                        the UK Pension Scheme;

                   (b)  admit to membership any individual who would not

                        otherwise have been eligible for admission to

                        membership; or

                   (c)  admit to membership any individual on terms which

                        provided for the payment of a transfer value or a

                        transfer of assets from another scheme in a case in

                        which the payment or transfer has not been made or

                        has not been made in full.

                  (xv)  None of Alumax Holdings and the Alumax Holdings

         Subsidiaries has been or, to the Seller's best knowledge, is liable to

         account for income tax or national insurance contributions in respect

         of any payment made to any of their respective employees by any third

         party under Section 203B of the U.K. Taxes Act 1988.

                 (xvi)  Alumax Europe and Alumax Coated Products B.V. (the

         "Dutch Sale Companies") have no employees in the Netherlands other

         than the employees set forth on Schedule 3.1(m)(xvi) hereto (the

         "Dutch Employees").  Apart from the Dutch Employees, no person can

         claim to have a full-time or part-time employment relationship with a

         Dutch Sale Company.  The Seller has, with respect to the Dutch

         Employees, provided to Purchaser complete and correct copies of (x) a

         standard form of an employment agreement for employees with a salary

         below a certain maximum and a standard form of an employment agreement

         for employees with a salary above a certain maximum, and (y) all

         collective labour agreements which are applicable, by operation of law

         or otherwise, to the Dutch Employees, including, without limitation,

         the current collective labour agreements, for (a) the Metal and

         Electrotechnical Industry, (b) high ranking employees in the Metal and

         Electrotechnical Industry, (c) the application of the System for

         Function Ranking and the System for Employment Conditions, (d) Early

         Retirement in the Metal and Electrotechnical Industry, and (e) the

         financing of education for employees in the Metal and Electrotechnical

         Industry (all such collective labour agreements are collectively

         referred to herein as the "CLA").

                                     -26-

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                (xvii)  Except as set forth in Schedule 3.1(m)(xvii) hereto,

         all Dutch Employees are covered by a pension scheme through the

         pension fund for the Metal Industry pursuant to the CLA (as defined in

         Section 3.1(m)(xviii)).  With respect to all Dutch Employees (as

         defined in Section 3.1(m)(xviii) whose salary exceeds the maximum

         amount covered by the pension fund of the CLA, the relevant Dutch Sale

         Company (as defined in Section 3.1(m)(xviii) has entered into

         supplemental pension insurance in respect of the part of the salary

         which exceeds the maximum amount that is covered by the pension fund

         of the CLA (determined applying the accumulated benefit obligations

         basis).  All contributions or payments required to be made on the

         basis of the salaries as of January 1, 1995, by the relevant Dutch

         Sale Company or the Dutch Employees under the CLA or the supplemental

         pension insurance referred to above have been made or have been

         reflected on the Financial Statements.  Except pursuant to the CLA or

         in respect of the supplemental pension insurance, the Dutch Sale

         Companies have no obligation to pay any pension or make any other

         payment by reason of retirement or death in respect of any person who

         is a Dutch Employee or who has been an employee of any of the Dutch

         Sale Companies.

               (xviii)  All material requirements which must be met in

         respect of the Dutch Employees under applicable employment agreements,

         the CLA and Netherlands law (except for any obligations which result

         from the execution of this Agreement and all transactions described

         herein as contemplated hereby) have been in the past and are now met

         by the relevant Dutch Sale Company.  All payments to the Dutch

         Employees and all contributions toward third parties in respect of the

         Dutch Employees which were required to have been made under any

         applicable employment agreements, the CLA or Netherlands law as of

         December 31, 1995, have been made or reflected on the Financial

         Statements.

                   (n)  Licenses and Registration; Compliance with Laws.

                   (i)  Except as set forth in Schedule 3.1(n) or Schedule

         3.1(w), the Sale Companies have (or, with respect to Home Products, at

         the Closing Date will have) all permits, governmental licenses,

         registrations and approvals necessary to carry on the businesses of

         the Sale Companies in all material respects as presently conducted as

         required by applicable law or by

                                      -27-

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         the rules and regulations of any governmental entity having

         jurisdiction over any of the Sale Companies, all of which are in full

         force and effect and have not been violated, except to the extent the

         lack or violation of, or the failure by the Company to maintain in

         full force and effect, any such permits, licenses, registrations or

         approvals would not have a material adverse effect on the financial

         condition, business or operations of (i) the U.S. Sale Companies,

         taken as a whole (as to matters relating to any of the U.S. Sale

         Companies), or (ii) the European Sale Companies, taken as a whole (as

         to matters relating to any of the European Sale Companies).

                  (ii)  Except as set forth in Schedule 3.1(n) or 3.1(w)

         hereto, each of the Sale Companies has complied with all laws, rules,

         decrees, regulations, ordinances and orders, as well as directives of

         the European Union (to the extent such directives have been adopted,

         implemented and are applicable in the United Kingdom, the Netherlands

         and France) applicable to its business, properties, assets and

         operations (including, without limitation, those relating to wages and

         hours, occupational health and safety, record keeping, customs or

         zoning) and have filed with the proper authorities all statements and

         reports required by all such laws, rules, decrees, regulations,

         ordinances and orders, except for violations and failures to file

         which, alone or in the aggregate, do not have a material adverse

         effect on the financial condition, business or operations of (i) the

         U.S. Sale Companies, taken as a whole (as to matters relating to any

         of the U.S. Sale Companies), or (ii) the European Sale Companies,

         taken as a whole (as to matters relating to any of the European Sale

         Companies).

                 (iii)  There are no written agreements to which the Sale

         Companies are party which are, or to the Seller's best knowledge

         should be, registered under the Restrictive Trade Practices Acts 1976

         or 1977 or which have been or, to the Seller's best knowledge, should

         be notified to the European Commission under or pursuant to Article 85

         of the Treaty of Rome 1957 or Article 65 of the Treaty of Paris 1951

         or which, to the Seller's best knowledge, contravene any of the

         provisions of those Acts or Treaties or which have been notified to

         the European Commission for an exemption or in respect of which

         applications have been made to the European Commission for clearances.

                                      -28-

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                 (o)  Litigation and Liabilities.  Schedule 3.1(o) hereto sets forth a complete list of all lawsuits, complaints, proceedings or investigations, as well as written charges alleging unfair labor practices or employment discrimination, pending or, to the best knowledge of the Seller, threatened against the Seller or any of the Sale Companies or any of their respective properties or assets which (A) relate to or involve liability or potential liability on the part of any of the Sale Companies of more than U.S. $100,000, (B) seek material injunctive relief, (C) challenge the transactions contemplated by this Agreement or (D) are reasonably likely to adversely affect the Seller's performance under, or the consummation of the transactions contemplated by, this Agreement.  Except as set forth on Schedule 3.1(o) hereto, neither the Seller, AAC nor any of the Sale Companies is a party to or bound by any judgment, decree, injunction or other order materially restricting the acquisition or disposition of any property or the conduct of any business.

                 (p)  Material Contracts.  Set forth on Schedule 3.1(p) is a list of all contracts (which are referred to herein as the "Material Contracts") to which any of the Sale Companies is a party or by which it or its property is bound and that:

                 (i)  are mortgages, indentures, loan or credit agreements,

         security agreements or other agreements or instruments relating to the

         borrowing of money or extension of financing credit, or providing for

         the guarantee of any such obligations of any party;

                (ii)  are collective bargaining or union contracts or

         written employment or consulting contracts;

               (iii)  are joint venture, partnership or similar contracts;

                (iv)  limit the freedom of any of the Sale Companies to

         compete in any line of business or with any person or in any area,

         including, without limitation, non-competition and nondisclosure

         agreements (except to the extent listing or identification of such

         agreements in the good faith judgment of counsel to the Seller would

         constitute a breach of the terms of any such agreement); or

                 (v)  obligate any of the Sale Companies to pay more than

         U.S. $100,000 in any fiscal year or entitle

                                      -29-

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         any of the Sale Companies to receive more than U.S. $100,000 in any

         fiscal year.

                 With respect to all Material Contracts, none of the Sale Companies is in breach thereof or in default thereunder in any regard that would enable or permit the other party thereto to terminate its obligations or to accelerate the obligations of the applicable Sale Company thereunder, and the Company has not received written notice of intent by any party to a Material Contract to terminate its obligations or to accelerate the obligations of the applicable Sale Company thereunder, in either case excluding any such breach or default or termination or acceleration that would not, in the aggregate, have a material adverse effect on the financial condition, business or operations of (i) the U.S. Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies), or (ii) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Companies).

                 (q) Tax Matters.  Except as set forth on Schedule 3.1(q) hereto,

                 (i) all Tax Returns (as hereinafter defined) required to be filed on or before the date of this Agreement (taking into account applicable extensions) with respect to any of the Sale Companies or any of their income, properties or operations have been duly filed, other than returns as to which the failure to file, when taken together with all other such failures, would not have a material adverse effect on the financial condition, business or operations of (A) the U.S. Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies), or (B) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Companies);

                (ii) the information reflected on those Tax Returns referred to in the preceding subclause (i) which relate to the European Sale Companies are accurate and complete except to the extent of inaccuracies or omissions which, when taken together, would not have a material adverse effect on the financial condition, business or operations of the European Sale Companies, taken as a whole;

               (iii) the Sale Companies have paid all Taxes (as defined in this Section 3.1(q)) for which they are responsible that are due or have provided for such Taxes in a reserve which is adequate for the payment of such Taxes and is identified on Schedule 3.1(q), other than Taxes as to which the failure to pay or so provide for, when taken

                                      -30-

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together with all other such failures, would not have a material adverse effect on the financial condition, business or operations of (A) the U.S. Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies), or (B) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Company);

                 (iv) the Sale Companies have maintained adequate provision on their books for all Taxes payable by the Sale Companies that have accrued but are not yet due;

                 (v) no deficiencies for any Taxes of any of the Sale Companies have been proposed, asserted, or assessed (and are currently pending);

                 (vi) there are no claims for Taxes in excess of U.S. $100,000 asserted against any of the Sale Companies (except for real property taxes not yet due and payable), and such claims are not reasonably anticipated;

                 (vii) no Sale Company is currently the subject of any Tax audit or examination;

                 (viii) there are no outstanding waivers or agreements extending the applicable statute of limitations for any period with respect to any Taxes of the Sale Companies;

                 (ix) none of the Sale Companies will be required, as a result of (A) a change in accounting method for a Tax period beginning on or before the Closing, to include any adjustment under Section 481(c) of the Code (or any similar provision of state, local or foreign law) in taxable income for any Tax period beginning on or after the Closing Date, or (B) any "closing agreement" as described in Section 7121 of the Code (or any similar provision of state, local or foreign Tax law), to include any item of income in or exclude any item of deduction from any Tax period beginning on or after the Closing;

                 (x) no claim has ever been made by an authority in a jurisdiction where any of the Sale Companies does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; other than such claims which, when taken together with all other such claims, would not have a material adverse effect on the financial condition, business or operations of (A) the U.S. Sale Companies, taken as a whole (as to matters relating to any U.S. Sale Companies),

                                     -31-

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or (B) the European Sale Companies, taken as a whole (as to matters relating to any European Sale Companies);

                 (xi) there are no liens on any of the assets of any of the Sale Companies that arose in connection with any failure (or alleged failure) to pay any Tax other than such liens which, when taken together with all other such liens, would not have a material adverse effect on the financial condition, business or operations of (A) the U.S. Sale Companies, taken as a whole (as to matters relating to any U.S. Sale Companies) or (B) the European Sale Companies, taken as a whole (as to matters relating to any European Sale Companies);

                 (xii) none of the Sale Companies has filed a consent under Section 341(f) of the Code (or any similar provision of state, local or foreign law) concerning collapsible corporations;

                 (xiii) none of the Sale Companies has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code (or any similar provision of state, local or foreign law);

                 (xiv) none of the Sale Companies is a party to any Tax allocation or sharing agreement;

                 (xv) Seller is not a foreign person subject to withholding under Section 1445 of the Code;

                 (xvi) none of the property owned or used by any Sale Company is subject to a tax benefit transfer lease executed in accordance with Section 168(f)(8) of the Internal Revenue Code of 1954, as amended by the Economic Recovery Tax Act of 1981;

                 (xvii) none of the property owned by any Sale Company is "tax-exempt use property" within the meaning of Section 168(h) of the Code;

                 (xviii) none of the Sale Companies has been a member of (A) an affiliated group filing a consolidated U.S. Federal income Tax Return (other than a group the common parent of which was AFP, the Seller or Amax Inc., a New York corporation (prior to its merger with and into Cyprus Minerals Company (renamed Cyprus Amax Minerals Company)), or (B) a fiscal unity ("fiscale eenheid") for Dutch corporate

                                      -32-

   39

income tax purposes other than the fiscal unity of which Alumax Europe is the parent;

                 (xix) for purposes of corporate income tax, capital tax and real estate transfer tax, no tax-free reorganizations and mergers have taken place with respect to any of the Dutch Sale Companies in their respective current or five immediately preceding financial years;

                 (xx) No Dutch Sale Company has capital that is tainted by reason of Article 44 of the Netherlands Income Tax Act of 1964 or Article 3, paragraph 2, of the Netherlands Dividend Withholding Tax Act except to an extent as would not have a material adverse effect on the financial condition, business or operations of the European Sales Companies taken as a whole;

                 (xxi) No Dutch Sale Company is subject to any special regime regarding Taxes, and no tax ruling is in effect except to an extent as would not have a material adverse effect on the financial condition, business or operations of the European Sales Companies taken as a whole;

                 (xxii)  Since January 1, 1990, no Sale Company has acted as contractor or subcontractor as defined in the Netherlands Chain Liability Act ("Wet Ketenaansprakelijkheid" or the Netherlands Collection Act of 1990 ("Invorderingswet 1990") except to an extent as would not have a material adverse effect on the financial condition, business or operations of the European Sales Companies taken as a whole;

                 (xxiii)  Alumax France and the Alumax France Subsidiary (the "French Companies") are members of a tax consolidated group as defined by sections 233A to 234C of the French General Tax Code (Code General des Impots); and

                 (xxiv)   No adverse consequences to the French Companies with respect to corporate income tax, including but not limited to imposition forfeitaire annuelle, precompte, as well as any interest penalties or corporate tax payable on intercompany transactions during the tax consolidation period and for which a Tax effect has been postponed, will arise from the transactions contemplated hereby, pursuant either to a tax reassessment, a refund provided for by any agreement, including but not limited to convention d'integration fiscale, or for any other reason or commitment, except to an extent as would not have a material adverse effect on the financial condition, business or operations of the European Sales Companies taken as a whole.

                                      -33-

   40

                 With respect to the European Sale Companies, each is registered for the purposes of value added tax and has been so registered at all times that it has been required to be registered, and it has complied in all material respects with all statutory requirements, orders, provisions, directions or conditions relating to value added tax.

                 "Taxes", as used in this Agreement, shall mean any U.S. federal, state or local or foreign taxes, including, without limitation, income, gross receipts, windfall profits, gains, excise, severance, property, production, sales, value added, use, transfer, license, franchise, employment, withholding, capital, wage or similar taxes, custom duties or social security (or similar) contributions together with any interest, additions, or penalties with respect thereto and any interest in respect of such penalties.  "Tax Returns", as used in this Agreement, shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof and all applications for WIR.

                 (r)  Transactions with Affiliates.  At the Closing Date, none of the Sale Companies will be a party to any contract, agreement or business arrangement with the Seller or any of its subsidiaries, directors or officers (other than the Sale Companies) that are on terms and conditions materially more burdensome to such Sale Company than would be usual and customary in similar contracts, agreements or business arrangements negotiated on an arm's length basis between parties that are not affiliated with each other.

                 (s)  Brokers and Finders.  Except as set forth in Schedule 3.1(s), the Seller has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with the transactions contemplated hereby.

                 (t)  Sufficiency of Assets.  The assets currently owned by the Sale Companies (after giving effect to the transactions contemplated by the Asset Purchase Agreement) or leased by the Sale Companies pursuant to any lease agreement entered into in the ordinary course of business or otherwise disclosed to Purchaser in writing, together with the rights to be assigned to the Sale Companies as provided in Section 5.2(l), constitute all of the material assets which were used as of the date of the Financial Statements to conduct the businesses of the Sale Companies, except for such assets as have been disposed of as set forth in Section 3.1(f) hereof or in Schedule 3.1(f).

                                      -34-

   41

                 (u)  Disclosure.  The representations and warranties contained in this Section 3.1 do not, and all information delivered by the Seller in any schedule or exhibit hereto is complete and does not, contain any untrue statement of fact or omit to state any fact necessary in order to make the statements and information made or provided in such representations and warranties or in such schedules or exhibits not misleading.

                 (v)  Labor Matters.  Except as set forth on Schedule 3.1(v) hereto, none of the Sale Companies is a party to any collective bargaining agreement with any labor organization or any collective bargaining agreement which has been made mandatorily applicable to any Sale Company in any European jurisdiction nor, to the Seller's knowledge, have any formal written covenants or agreements been made or entered into with any work council of any Sale Company or any labor organization.  As of the date of this Agreement there is not pending, or to the Seller's best knowledge threatened, (i) any labor dispute between any of the Sale Companies and any labor organization, (ii) any strike or work stoppage involving the employees of any of the Sale Companies or (iii) any union organizing, decertification or deauthorization activities at any of the U.S. Sale Companies in each case except as set forth in Schedule 3.1(v).  Any material notice required under law or collective bargaining agreement, domestic or foreign, has been given, and all material bargaining obligations with any employee representative have been satisfied.  Neither the Seller nor any of the Sale Companies has implemented any plant closing or mass layoff of employees of the Sale Companies as those terms are defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended ("WARN"), in any United States jurisdiction where WARN or any similar state or local law or regulation is applicable, and none will be implemented in such jurisdictions before Closing without advance notification to the Purchaser.

                 (w)  Environmental Matters.  Except for matters listed on Schedule 3.1(w) or as would not reasonably be expected to have a material adverse effect on the financial condition, business or operations of (i) the U.S. Sale Companies, taken as a whole (in the case of matters relating to any U.S. Sale Company), or (ii) the European Sale Companies, taken as a whole (in the case of matters relating to any European Sale Company):

                 (i)  Each of the Sale Companies complies and, during the

         period such Sale Company was directly or

                                      -35-

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         indirectly owned by the Seller, has complied with all Environmental

         Laws (as defined in Section 4.9).

                 (ii)  Each of the Sale Companies is in compliance and,

         during the period such Sale Company was directly or indirectly owned

         by the Seller, has complied with all permits, licenses and other

         authorizations that are required pursuant to Environmental Laws for

         the operation of the business as presently conducted (collectively,

         "Environmental Permits").  A list of all Environmental Permits held by

         the Sale Companies is set forth on the attached Schedule 3.1(w).

                 (iii) Except with respect to the matters set forth on

         Schedule 7.3, Seller and the Sale Companies have not received any

         written notification alleging any violation of or liability under any

         Environmental Laws on the part of the Sale Companies (whether accrued,

         absolute, contingent, unliquidated or otherwise), including written

         notification of any investigatory, remedial or corrective obligations

         relating to the Sale Companies or their current or former properties

         arising under any Environmental Laws.

                  (iv) Except as referenced on the attached Schedule 3.1(w),

         none of the following exists at any property of the Sale Companies:

         1) underground storage tanks; 2) friable asbestos-containing material;

         3) electrical equipment containing polychlorinated biphenyls in excess

         of 50 ppm; or 4) landfills, surface impoundments or waste disposal

         areas.

                   (v) None of the Sale Companies has, during the period

         such Sale Company was directly or indirectly owned by the Seller,

         treated, stored, disposed of, arranged for or permitted the disposal

         of, transported, handled, or released any Hazardous Substance in

         violation of applicable Environmental Laws, or owned or operated any

         property or facility (and no such property is contaminated by any

         Hazardous Substance) in such a manner that has resulted in written

         claims alleging, or that Seller (Alumax Inc.) has reason to believe

         will result in, liability for response costs, corrective action costs,

         personal injury, property damage, natural resources damages, attorney

         fees or any remedial obligations pursuant to the Comprehensive

         Environmental Response, Compensation and Liability Act of 1980, as

         amended ("CERCLA") or the Solid Waste Disposal Act, as amended

         ("SWDA") or any other Environmental Law, in

                                      -36-

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         each case except as set forth in Schedule 3.1(w) or Schedule 7.3.

                 For the avoidance of doubt in respect of this Section 3.1(w), the capital expenditures required to comply with Environmental Laws after Closing, unless required to bring a Sale Company into compliance with Environmental Laws as to which compliance by a Sale Company is currently required as of the Closing Date, shall be the sole responsibility of Purchaser and the Sale Companies, and the Seller and its subsidiaries (other than the Sale Companies) shall not be required to indemnify Purchaser or the Sale Companies with respect to any such capital expenditures.

                 (x)  Customers and Suppliers.  Set forth on Schedule 3.1(x) hereto is a list of the fifteen largest customers and ten largest suppliers based on the U.S. dollar value of materials sold or purchased, respectively, of the Sale Companies for the year ended December 31, 1995.

                 (y)  Books and Records.  Except as disclosed in Schedule 3.1(y), all books of account and other Records (as defined in Section 4.5 hereof) of the Seller relating to the Sale Companies delivered or made available to the Purchaser in connection with the transactions contemplated hereby have been accurate and complete in all material respects.  Without limiting the foregoing, the stock ledgers for the Sale Companies made available to Purchaser constitute all of the stock records of the Sale Companies and accurately reflect in all material respects the record ownership of all of the outstanding shares of capital stock of the Sale Companies.

                 3.2  Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to the Seller as follows:

                 (a)  Organization and Qualification.  Purchaser is, and each Subsidiary Purchaser at Closing and thereafter will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; Purchaser has, and each Subsidiary Purchaser at the Closing Date and thereafter will have, the requisite corporate (and other) power and authority to own its properties and to carry on its business as it is now being conducted; and Purchaser and each Subsidiary Purchaser is or at the Closing Date and thereafter will be, as the case may be, duly qualified to do business and is or at the Closing Date and thereafter will be, as the case may be, in good standing in each jurisdiction, to the extent such concepts

                                      -37-

   44

are recognized in such jurisdictions, where the properties owned, leased or operated, or the business conducted, by it require such qualification, except for any such failure which when taken together with all other such failures is not reasonably likely to have a material adverse effect on the financial condition, business or operations of Purchaser and its subsidiaries, taken as a whole.

                 (b)  Authority.  The execution and delivery of this Agreement have been duly authorized by the Board of Directors of the Purchaser. Purchaser has the legal capacity and authority to enter into this Agreement and to consummate the transactions herein contemplated and otherwise carry out its obligations hereunder.  Each Subsidiary Purchaser at the Closing Date will have the legal capacity and authority to consummate the transactions herein contemplated, and Purchaser has, and each Subsidiary Purchaser at the Closing Date will have, the legal capacity and authority to enter into each other agreement or instrument to be executed in connection herewith and to consummate the transactions therein contemplated and otherwise carry out its obligations thereunder.  This Agreement has been, and such other agreements and instruments will be, duly and validly executed by the Purchaser or a Subsidiary Purchaser, as the case may be; and this Agreement constitutes, and each such other agreement and instrument (to the extent intended by the parties to be a binding agreement) will constitute, a valid and binding agreement of Purchaser or a Subsidiary Purchaser, as the case may be, enforceable in accordance with its terms.

                 (c)  Governmental Filings; No Violations.

                 (i)  Except as set forth on Schedule 3.2(c) hereto, to the

         Purchaser's best knowledge, no notices or other filings are required

         to be made by Purchaser or any Subsidiary Purchaser with, nor are any

         consents, registrations, approvals, permits or authorizations required

         to be obtained by Purchaser or any Subsidiary Purchaser from, any

         governmental or regulatory authorities in connection with the

         execution and delivery of this Agreement, the execution and delivery

         by Purchaser or any Subsidiary Purchaser of each other agreement or

         instrument to be executed in connection herewith, and the consummation

         by the Purchaser or any Subsidiary Purchaser of the transactions

         contemplated hereby or thereby, the failure to make or obtain any or

         all of which could prevent, materially delay or materially burden the

         transactions contemplated by this Agreement.

                                      -38-

   45

                 (ii) The execution and delivery of this Agreement by

         Purchaser do not, and the consummation of the transactions

         contemplated hereby by Purchaser or any Subsidiary Purchaser will not,

         constitute or result in (x) a breach or violation of, or a default

         under, the acceleration of or the creation of a lien, pledge, security

         interest or other encumbrance on assets (with or without the giving of

         notice or the lapse of time) pursuant to, any provision of any

         material agreement, lease, contract, note, mortgage or indenture of

         Purchaser or any of its subsidiaries or any law, ordinance, rule or

         regulation or judgment, decree, order, award or governmental permit or

         license to which Purchaser or any of its subsidiaries is subject,

         except, in any such case, for such as is not reasonably likely to

         prevent or materially delay or materially burden the transactions

         contemplated by this Agreement, or (y) a breach or violation of, or

         default under, the certificate of incorporation or the by-laws of

         Purchaser or any Subsidiary Purchaser.

                 (d)  Litigation.  There are no lawsuits, proceedings or investigations pending or, to Purchaser's best knowledge, threatened against the Purchaser or any of its subsidiaries or any of their respective properties or assets which challenge the transactions contemplated by this Agreement or which are reasonably likely to adversely affect Purchaser's performance under, or the consummation by Purchaser or any Subsidiary Purchaser of the transactions contemplated by, this Agreement.  None of Purchaser or any of its subsidiaries is a party to or bound by any judgment, decree, injunction or other order materially restricting the acquisition of any property or the conduct of any business.

                 (e)  Securities Act, Etc..  The Shares purchased by Purchaser or a Subsidiary Purchaser pursuant to this Agreement are being acquired for investment only and not with a view to any public distribution thereof, and Purchaser will not, and will cause the Subsidiary Purchasers not to, offer to sell or otherwise dispose of the Shares so acquired by Purchaser or a Subsidiary Purchaser in violation of any of the registration requirements of the United States Securities Act of 1933, as amended, or any comparable laws of other applicable jurisdictions.

                 (f)  Financing.  Purchaser has heretofore received two letters of commitment with respect to a capital contribution from Citicorp Venture Capital, Ltd. ("CVC") and CVC European Equity Partners, L.P. (collectively, the "Investor Group") in the aggregate amount of U.S.

                                      -39-

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$35 million, a letter commitment with respect to a bank loan (the "Bank Loan") in the amount of U.S.$125 million from Banque de Paris et des Pays Bas and a "highly confident" letter from J.P. Morgan Inc. with respect to a financing (the "Mezzanine Financing") through an offering of securities of Purchaser in the amount of U.S. $125 million, and such letters (the "Financing Letters") from the Investor Group and the institutions referred to herein have heretofore been delivered to the Seller.  Assuming the financings contemplated by the Financing Letters are consummated in accordance with the terms thereof, the amounts to be received thereunder by Purchaser will provide Purchaser and the Subsidiary Purchasers with sufficient funds to (i) make the payments required to be made by Purchaser in connection with the transactions under this Agreement, including without limitation the Initial Purchase Price, any adjustment to be made thereto under Section 2.2 hereof and all fees and expenses, including those of counsel and accountants, bank commitment fees and underwriting fees, and (ii) fund necessary working capital requirements of the Sale Companies.  Purchaser is not aware of any facts or circumstances which either (a) contradict or are in conflict with the terms and conditions set forth in the Financing Letters or (b) create a reasonable basis for Purchaser to believe it will not be able to obtain financing in accordance with the terms of the Financing Letters or to consummate the transactions contemplated in this Agreement within 90 days of the date hereof.

                 (g)  Brokers and Finders.  The Purchaser has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with the transactions contemplated hereby.

                 (h)  Disclosure.  The representations and warranties contained in this Section 3.2 do not, and all information delivered by Purchaser in any schedule or exhibit hereto is complete and does not, contain any untrue statement of fact or omit to state any fact necessary in order to make the statements and information made or provided in such representations and warranties or in such schedules or exhibits not misleading.

                 (i)  Hart-Scott-Rodino Act.  Purchaser is its own "ultimate parent entity" as such term is defined by the rules promulgated in connection with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Rules").  Purchaser does not have a regularly prepared balance sheet and does not have annual net sales or total

                                      -40-

   47

assets of ten million dollars or more as defined by Section 801.11(e) of the HSR Rules.

                                   ARTICLE IV

                                   COVENANTS

                 4.1  Interim Operation of the Sale Companies.  From the date hereof until the Closing, except as otherwise contemplated or permitted by Articles I, II and VIII and Sections 4.1, 4.12, 4.15, 5.2(k), 5.2(l) and 9.12 of this Agreement, the Seller will cause the Sale Companies to:  (a) preserve their respective business organization substantially intact and use their best efforts to preserve the good will of the suppliers, customers and others having material business relations with any of them; (b) continue the operation of the collective business of the Sale Companies in the ordinary course consistent with past practice, (c) continue in good faith with the planned capital expenditures of the Sale Companies described in Schedule 4.1(c) in the ordinary course of business, consistent with past practice, and (d) maintain their material assets and properties in at least as good order and condition as exists on the date hereof, subject to ordinary wear and tear; and the Seller will promptly notify Purchaser of any material developments in connection with any of the foregoing.  Without limiting the generality of the foregoing, except as otherwise contemplated or permitted by Articles I, II and VIII and Sections 4.1, 4.12, 4.15, 5.2(k), 5.2(l) and 9.12 of this Agreement or consented to in writing by Purchaser, which consent shall not be unreasonably withheld, from the date hereof to the Closing the Seller will cause the Sale Companies to refrain from:

                 (i)  amending any Sale Company's certificate of

         incorporation, bylaws or memorandum or articles of association (or

         other comparable governing instruments), as applicable; provided,

         however, that each of AFP, Alumax Holdings and Alumax Europe may, and

         may cause their respective Subsidiaries to, amend its and their

         certificates of incorporation or memoranda or articles of association

         to effect (A) corporate name changes prior to the Closing Date and (B)

         changes in the fiscal year end to the Closing for tax purposes;

                 (ii) incurring any indebtedness or guarantees of

         indebtedness that is material to the Sale Companies, taken as a whole,

         other than (A) purchase money mortgages granted in the ordinary course

         of business

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         consistent with past practice, (B) accounts payable arising in the

         ordinary course of business, consistent with past practice and (C) the

         assumption by Home Products of obligations and liabilities as

         contemplated by the Asset Purchase Agreement, and guarantees thereof by

         AFP, to the extent necessary in connection with the securing of

         consents from third parties or otherwise;

               (iii) except in all cases to the extent required by

         relevant legislation, U.K. Inland Revenue practice in the United

         Kingdom or Europe or applicable collective bargaining or other labor

         agreements, granting any material increase in compensation payable, or

         to become payable, to any Transferred Employee, except for scheduled

         annual increases in accordance with past practice (which shall not

         exceed, in the aggregate, six percent of the aggregate salaries of all

         Transferred Employees); except under existing employment agreements or

         severance plans or other existing arrangements, granting any severance

         or termination pay (other than for accrued vacation pay) to, or

         entering into any employment or severance agreement with, any

         Transferred Employee; or establishing, adopting, entering into or

         amending any bonus, profit sharing, thrift, compensation, stock

         option, restricted stock, pension, retirement, deferred compensation,

         employment, termination, severance or other plan, agreement, trust or

         fund for the benefit of any Transferred Employee in any way that

         materially increases the liability of Purchaser or any of the Sale

         Companies thereunder, except as set forth in Schedule 4.1(iii);

               (iv)  issuing, selling or transferring or agreeing to

         issue, sell or transfer, any stock, bond, debenture, option, warrant,

         right or other similar corporate security of any of the Sale

         Companies, except as contemplated by this Agreement;

               (v)   declaring or paying any dividend or other

         distribution, or transferring any assets, to the Seller or any

         subsidiary of the Seller, except (A) in the ordinary course of

         business or (B) if Purchaser elects to limit the Estimated Combined

         Working Capital and Final Combined Working Capital pursuant to Section

         2.2(c), as necessary, in the good faith judgment of the Seller, to

         ensure that the Estimated Combined Working Capital shall not exceed

         the Initial Combined Working Capital by more than U.S.$2,000,000, it

         being understood as to this clause (B) that the nature or type of any

         assets so to be transferred shall be

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         subject to the consent of Purchaser, such consent not to be

         unreasonably withheld;

                  (vi)  forgiving any material debt of another party due to

         the Sale Companies (other than as contemplated by this Agreement);

                 (vii)  except in the ordinary course of business, consistent

         with past practice, (A) selling, transferring or otherwise disposing

         of any properties or assets, real, personal or mixed, which have an

         aggregate book value in excess of U.S. $250,000, or (B) mortgaging or

         encumbering any properties or assets, real, personal or mixed, which

         have an aggregate book value in excess of U.S. $100,000;

                (viii)  except in the ordinary course of business, consistent

         with past practice, or as necessary to consummate the transactions

         contemplated hereby, and except as otherwise set forth in Schedule

         3.1(p), entering into or amending any Material Contract;

                  (ix)  except in the ordinary course of business, consistent

         with past practice, and other than any action or the failure to take

         any action which the Seller or a Sale Company determines in good faith

         to be in the best interests of the Sale Companies, taking any action

         or failing to take any action that has a reasonable likelihood of

         having a material adverse effect on relationships with the customers

         and suppliers listed on Schedule 3.1(x) or other customers and

         suppliers that are material to (x) the U.S. Sale Companies, taken as a

         whole (as to matters relating to any of the U.S. Sale Company), or (y)

         the European Sale Companies, taken as a whole (as to matters relating

         to any of the European Sale Company);

                   (x)  making any changes to the cash management practices

         of the Sale Companies, except for the institution of disbursement

         controls with respect to the Bank Accounts (as defined in Section 4.15

         hereof) necessary to ensure that cash management will be conducted by

         the Sale Companies in the ordinary course of business, consistent with

         past practice, as required by this Section 4.1; or

                  (xi)  committing to do any of the foregoing.

                  4.2   No Encumbrances.  Except as contemplated or permitted by this Agreement, the Seller shall not, and shall

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cause AAC and Holdings S.A. not to, (a) sell, transfer, pledge, assign or otherwise dispose of or otherwise encumber any of the Shares; (b) enter into any contract, agreement or option for the sale, transfer, pledge, assignment or other disposition or encumbrance of any of the Shares; or (c) grant any proxies with respect to the Shares, deposit any Shares into a voting trust or enter into any voting agreement with respect to any of the Shares.

                 4.3  Filings; Other Action.  Subject to the terms and conditions herein provided, the Seller and Purchaser shall, and shall cause their respective subsidiaries to:  (a) promptly make their respective filings and thereafter make any other required submissions under any applicable laws with respect to the purchase of the Shares by the Purchaser or a Subsidiary Purchaser; (b) use their best efforts to obtain, and cooperate with other parties in obtaining, all authorizations, consents, orders and approvals of governmental entities and third parties necessary for the performance of their obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby and take all reasonable actions to avoid the entry of any Order (as defined in Section 5.1(b) hereof); and (c) use their best efforts to take promptly, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including, without limitation (if required) registration of this Agreement under the UK Restrictive Trade Practices Acts 1976 and 1977.

                 4.4  Access; Confidentiality.  Upon reasonable notice, the Seller shall cause AAC, Holdings S.A. and each of the Sale Companies to afford Purchaser's directors, officers, employees, counsel, accountants and other authorized representatives ("Representatives") and Representatives of banks and other institutions to the extent necessary in connection with the financing of the purchase of the Shares hereunder ("Financing Representatives") reasonable access, upon reasonable notice during normal business hours throughout the period prior to the Closing, to the properties, books, contracts, personnel and records relating to the Sale Companies and, during such period, the Seller shall cause AAC, Holdings S.A. and each of the Sale Companies to furnish promptly to Purchaser all information concerning the business, properties and personnel of the Sale Companies as Purchaser may reasonably request.  Purchaser confirms that all information obtained pursuant to this Section 4.4 is subject to the Confidentiality

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Agreement, dated December 11, 1995 (the "Confidentiality Agreement"), between CVC and the Seller, and agrees and acknowledges that it shall, and shall cause the Subsidiary Purchasers, its and their Representatives and any Financing Representatives to, comply with all provisions of the Confidentiality Agreement by which CVC is bound as though it and they were parties to said Confidentiality Agreement; provided, however, that Purchaser may, with the prior written consent of the Seller as to the information desired to be used by Purchaser (which consent shall not be unreasonably withheld or unduly delayed), use such information obtained pursuant to this Section 4.4 as may be necessary to prepare a registration statement, prospectus, offering circular, offering memorandum or other similar document for purposes of completing the financings described in Section 3.2(f) of this Agreement.

                 4.5  Records.

                 (a)  On the Closing Date the Seller will deliver or cause to be delivered to Purchaser all original agreements, documents, books, records and files (collectively, the "Records") in the possession of the Seller relating to the business and operations of the Sale Companies to the extent not then in the possession of one of the Sale Companies, subject to the following exceptions:

                 (i)  The Seller may retain all Records prepared in

         connection with the sale of the Shares or all or any part of the

         business of the Sale Companies, including bids received from other

         parties and analyses relating to the Sale Companies, or any part

         thereof, provided that the Seller shall use reasonable best efforts to

         provide that all confidential information received by any other

         parties bidding for the purchase of the Shares or all or any part of

         the business of the Sale Companies shall have been returned or

         destroyed;

                 (ii) The Seller may retain (x) all Records (including Tax

         Returns) relating to U.S. Federal income taxes and to any state or

         local income taxes with respect to jurisdictions that recognize the

         Section 338(h)(10) election (as defined in Section 8.1 hereof) and (y)

         all Records relating to Taxes which relate solely to any of the

         Retained Subsidiaries.  With respect to all other Records (including

         Tax Returns) relating to Taxes, (x) if such Records relate to both one

         or more Sale Company and one or more Retained Subsidiary, the Seller

         shall retain the original and Purchaser shall be provided with copies

         and (y) if such

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         Records relate solely to the Sale Companies (exclusive of the Retained

         Subsidiaries), the Seller shall retain copies and Purchaser shall be

         provided with the original; and

                 (iii)    Except as provided in paragraph (ii) above, the

         Seller may retain or cause the Retained Subsidiaries to retain all

         Records relating solely to any of the Retained Subsidiaries and may

         retain the originals of all Records that relate both to the Sale

         Companies and the Retained Subsidiaries, provided that the Seller

         shall make copies thereof available to Purchaser to the extent

         reasonably requested by Purchaser.

                 (b)  Subject to the provisions of Article VIII of this Agreement, after the Closing, upon reasonable written notice, Purchaser and the Seller agree to provide or cause to be provided to each other and their Representatives, employees, counsel and accountants access, during normal business hours, to such information (including Records pertinent to any of the Sale Companies) and assistance relating to any of the Sale Companies as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any returns, reports or forms or the defense of any lawsuit, proceeding or tax, environmental or other claim or assessment; provided, however, that such access does not unreasonably disrupt the normal operations of the Seller, Purchaser or any of their respective subsidiaries.

                 4.6  Publicity.  The Seller and Purchaser agree that no public release or announcement concerning the transactions contemplated hereby shall be issued by either party without the prior consent of the other party, except as such release or announcement may be required by law, in which case the party required to make the release or announcement shall, to the extent reasonably feasible, allow the other party reasonable time to comment on such release or announcement in advance of such issuance and all reasonable comments of such other party shall be reflected therein.  Subject to compliance by Purchaser with Section 4.4 of this Agreement, the parties acknowledge that the provisions of this Section 4.6 shall not apply to any registration statement, prospectus, offering circular, offering memorandum or other similar document prepared in connection with the financings contemplated by Section 3.2(f) of this Agreement.  Notwithstanding the foregoing, the Seller and Purchaser agree to issue or cause to be issued a joint press release announcing the execution and

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delivery of this Agreement, in the form set forth on Exhibit G, upon the occurrence of the Board Approval.

                 4.7  Best Reasonable Efforts.  Subject to the terms and conditions of this Agreement, each party will use its best reasonable efforts to cause the Closing to occur at the earliest practicable date.  The Seller will pay reasonable expenses and fees with respect to any third party consents that may be necessary in connection with the consummation of the transactions contemplated by this Agreement.

                 4.8  Other Offers.  From the date hereof until the termination of this Agreement or the Closing Date, whichever first occurs, the Seller will not, and will cause its directors, officers, agents and other Representatives not to, directly or indirectly, take any action to solicit or initiate any offer or indication of interest from any person with respect to any Acquisition Proposal (as hereinafter defined).  The Seller will not furnish any information relating to, participate in any negotiations or discussions concerning, or enter into any agreement with respect to any Acquisition Proposal or assist or participate in, or facilitate in any other manner any effort or attempt by any other Person to do or seek to do, any of the foregoing.  The Seller shall, and shall cause each of its directors, officers, agents and other Representatives to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal other than as contemplated by this Agreement.  The Seller represents that neither it nor any of its directors, officers, agents or other Representatives is a party to or bound by any agreement with respect to an Acquisition Proposal other than under this Agreement.  For purposes hereof, "Acquisition Proposal" means any proposal for a merger or other business combination involving any or all of the Sale Companies, Holdings S.A. and/or AAC's Home Products Division or the acquisition of any equity interest in, or a substantial portion of the assets of, any or all of the Sale Companies, Holdings S.A. and/or AAC's Home Products Division, other than the transactions contemplated by this Agreement.

                 4.9  Environmental Matters.

                 (i)  Except as specifically provided in Article VII of

         this Agreement, it is expressly agreed that effective as of the

         Closing, Purchaser assumes all responsibility for compliance with

         Environmental Laws

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         and for environmental liabilities resulting from or associated with

         the operations of the Sale Companies or from the use or ownership of

         any property by the Sale Companies on or after the Closing, and

         Purchaser's sole and exclusive remedy as against the Seller or its

         subsidiaries relating to any environmental matters shall be limited to

         Article VII of this Agreement.  Any liability relating to an

         Environmental Claim that the Seller may incur pursuant to Article VII,

         other than liability pursuant to Section 7.3(a) and (d), shall be

         subject to Purchaser producing evidence and documents describing in

         reasonable detail any injury, damage or other Environmental Claim

         alleged to have been caused by a Sale Company while the Sale Companies

         were directly or indirectly owned by the Seller.

             (ii)  Purchaser shall maintain and safeguard, in accordance with

         the prior practice of the Sale Companies and the Seller with respect

         to the Sale Companies and in accordance with all applicable laws and

         regulations, relevant material information and records regarding

         premises utilized by the Sale Companies, uses of such premises made by

         the Sale Companies, waste disposal practices, procedures and services

         utilized by the Sale Companies, compliance and noncompliance of the

         Sale Companies with Environmental Laws, and other material information

         and documents relevant to the matters described in Section 3.1(w) of

         this Agreement.  Purchaser shall not knowingly destroy or dispose of

         any such information or records without notifying the Seller of its

         intent to destroy or dispose of such records, affording the Seller the

         right to inspect and review such information and records, and if the

         Seller requests, delivering such information and records to the

         Seller.  Purchaser shall also make any such information and records

         available for review and/or copying by the Seller promptly upon the

         Seller's reasonable request.  Purchaser's agreement to this Section

         4.9 shall not be construed as a waiver of any applicable privilege,

         except between the parties hereto.

            (iii)  The Seller shall not be required to indemnify Purchaser or

         its Indemnified Persons (as defined in Section 7.1 of this Agreement)

         pursuant to Sections 3.1(w), 7.1 or 7.3, to the extent Purchaser's or

         the Sale Companies' failure to maintain records following the Closing

         as required by 4.9(ii) materially prejudices the Seller's defense of

         such claim for indemnity.

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                  (iv)  The parties acknowledge that nothing set forth in this

         Section 4.9 shall be construed to alter or modify the application of

         the survival provisions of Section 7.2(c) or Section 9.3 of this

         Agreement as they relate to environmental matters and that the Seller

         makes no representation or warranty as to, and assumes no

         responsibility for, any environmental matter other than as set forth

         in Section 3.1(w) and Article VII of this Agreement and this Section

         4.9.

                  (iv)  "Environmental Claim," as used in this Agreement,

         shall mean any claim, action, cause of action or notice (written or

         oral) by any person or entity alleging potential liability (including,

         without limitation, potential liability for cleanup costs, corrective

         action, governmental response costs, natural resources damages or

         penalties) resulting from (A) the presence, or release into the

         environment, of any Hazardous Substance at any location, or (B) the

         violation, or alleged violation, of any Environmental Law.

                   (v)  "Environmental Laws" means all laws, regulations,

         ordinances, judicial and administrative orders and determinations and

         all common law relating to pollution or protection of human health or

         the environment (including, without limitation, ambient air, surface

         water, ground water, land surface or subsurface strata) in effect in

         applicable jurisdictions as of the date of this Agreement, including,

         without limitation, Part IIA of the U.K. Environmental Protection Act

         of 1990 (to the extent the Secretary of State has exercised powers

         conferred on him to bring into force prior to the date of this

         Agreement regulations, orders or directives that are currently in

         effect and as to which compliance by a Sale Company is currently

         required) and all those relating to emissions, discharges, releases or

         threatened releases, control or clean-up of Hazardous Substances, or

         otherwise relating to the manufacture, processing, distribution, use,

         treatment, storage, disposal, transport and handling of Hazardous

         Substances.

                  (vi)  "Hazardous Substance" means any substance defined,

         designated or classified as hazardous, toxic, radioactive or dangerous

         or otherwise regulated under any law, ordinance, regulation, judicial

         or administrative order or determination or common law relating to

         pollution or protection of the environment

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         (including without limitation CERCLA or SDWA).  Hazardous Substance

         includes, without limitation, any toxic waste, pollutant, contaminant,

         hazardous substance, toxic substance, hazardous waste or petroleum or

         any derivative or by-product thereof, radioactive material, friable

         asbestos-containing material and polychlorinated biphenyl.

                 4.10  Notification of Certain Matters.  The Seller shall give prompt notice to Purchaser of:  (a) any notice by a third party of a material default or event that, with notice or lapse of time or both, would become a material default, received by the Seller, AAC or any of the Sale Companies subsequent to the date of this Agreement and prior to the Closing Date, under any Material Contract; and (b) any material adverse change in the financial condition, business or operations of (i) the U.S. Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies), or (ii) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Companies), or the occurrence of any event which, so far as reasonably can be foreseen at the time of its occurrence, is reasonably likely to result in any such change.  Each of the Seller and Purchaser shall give prompt notice to the other party of any notice from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement.  The Seller shall give prompt notice to Purchaser upon obtaining knowledge that any of its representations and warranties under Section 3.1 were not correct when made, and Purchaser shall give prompt notice to the Seller upon obtaining knowledge that any of its representations and warranties under Section 3.2 were not correct when made.

                 4.11  Employment Matters.

                 (a) Following the Closing Date, notwithstanding any other provision to the contrary herein, Purchaser shall, and shall cause the applicable Sale Company to, honor the terms and provisions of all employment agreements and arrangements in effect with the Sale Companies as listed in Schedule 4.11(a).

                 (b) Except as specifically provided in this Section 4.11(b) or Section 4.11(c) or in any applicable collective bargaining agreement, persons who are employed by any of the U.S. Sale Companies (including those employees of AAC who become employees of Home Products pursuant to the Asset Purchase Agreement) shall continue in the employ of Purchaser or one of the U.S. Sale Companies on terms and

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conditions substantially comparable to those applicable to such employees immediately prior to the Closing Date.  All such employees (including employees on leave of absence, whether medical, disability, maternity or paternity, military or otherwise) who are or become employees, directly or indirectly, of Purchaser or one of the U.S. Sale Companies immediately after the Closing Date are referred to herein as "United States Transferred Employees."  Except as otherwise provided for in any applicable collective bargaining agreements, Purchaser shall cause such United States Transferred Employees to be reviewed for performance and salary increases on a basis recognizing their prior service with the Seller or any of its subsidiaries, including the U.S. Sale Companies, and shall, for one year following the Closing Date, provide reviews and salary increases consistent with the policies applicable to such United States Transferred Employees as of the Closing Date and in compliance with any applicable collective bargaining agreement.  Notwithstanding the foregoing, the first review applicable to such United States Transferred Employees during the one year period following the Closing Date shall occur no later than the review date established under policies of the Seller or the applicable subsidiary of the Seller in effect prior to the Closing Date.  Nothing in this Agreement shall limit the Purchaser's ability to terminate the employment of any United States Transferred Employee at any time following the Closing Date for any reason, including without cause.

        (c)  Except as specifically set forth herein, for a period of at least one year following the Closing Date Purchaser shall provide, or cause to be provided, employee benefits to the United States Transferred Employees that are substantially similar in the aggregate to the existing benefits available to the United States Transferred Employees immediately prior to the Closing Date (as such existing benefits are listed in Schedule 4.11(c) hereto) and shall take into account all service with the Seller or any of its subsidiaries, including the U.S. Sale Companies, prior to the Closing Date for purposes of making any determinations with respect to such benefits, other than for purposes of benefit accrual under a "defined benefit plan" within the meaning of Section 3(36) of ERISA, to the same extent as such service was taken into account by the Seller or the applicable subsidiary of the Seller for similar purposes or under a similar plan immediately prior to the Closing Date. Notwithstanding the foregoing, for a period of at least one year following the Closing Date, Purchaser shall provide, or cause to be provided, to the United States Transferred Employees severance pay and benefits that are no

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less favorable than what each United States Transferred Employee would have received under the applicable severance plans, programs and policies of Seller and the U.S. Sale Companies as in effect on the date of this Agreement.

                 (d)  Except as specifically provided in Section 4.11(d), (e) or (f) or in any applicable collective bargaining agreement or by law, persons who are employed by any of the European Sale Companies shall continue in the employ of Purchaser or one of the European Sale Companies on terms and conditions substantially comparable to or, to the extent required by applicable law, the same as those applicable to such employees immediately prior to the Closing Date, and their prior service with the Seller or the European Sale Companies shall be recognized by the Purchaser.  All such employees (including employees on leave of absence, whether medical, disability, maternity or paternity, military or otherwise) who are or become employees, directly or indirectly, of Purchaser or one of the European Sale Companies immediately after the Closing are referred to herein as "European Transferred Employees". The Purchaser shall cause such European Transferred Employees to be reviewed for performance and salary increases on a basis recognizing their prior service with the Seller or any of its subsidiaries, including the European Sale Companies, and shall, for one year following the Closing Date, provide reviews and salary increases consistent with the policies applicable to such European Transferred Employees as of the Closing Date and in compliance with any applicable collective bargaining agreement.  Notwithstanding the foregoing, the first review applicable to such European Transferred Employees during the one year period following the Closing Date shall occur no later than the review date established under policies of the Seller or the applicable subsidiary of the Seller in effect prior to the Closing Date.  Nothing in this Agreement shall limit the Purchaser's ability to terminate the employment of any European Transferred Employee at any time following the Closing Date for any reason, including without cause.

                 (e)  Except as specifically set forth herein, for a period of at least one year following the Closing Date, Purchaser shall provide or cause to be provided pension and employee benefits to the European Transferred Employees that are substantially comparable to or, to the extent required by applicable law, the same as the existing benefits available to the European Transferred Employees immediately prior to the Closing Date (as such benefits are listed in Schedule 4.11(e) hereto) and shall take into account for the purposes of such existing benefits and any calculation

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thereunder all service with the Seller or any of its subsidiaries prior to the Closing Date for the purposes of making any determinations with respect to such benefits (accrual or otherwise) to the same extent as such service was taken into account by the Seller or the applicable subsidiary of the Seller immediately prior to the Closing Date.  Purchaser recognizes that as a matter of law the employment conditions, as far as the European Sale Companies are concerned, are not to be changed by the sale of the Shares.

                 (f)   Notwithstanding any other provision of this Agreement, nothing in this Agreement shall limit the Purchaser's ability to amend such terms and conditions of the Transferred Employees who are employed immediately prior to Closing by Alumax Holdings Limited or Alumax Holdings Subsidiaries ("the UK Transferred Employees") by consent, or for some other substantial reason pursuant to Section 57(2) of the Employment Protection (Consolidation) Act 1978, or the Purchaser's ability to dismiss any such UK Transferred Employee with or without notice or by way of summary dismissal with cause.

                 (g)   Following the Closing Date, notwithstanding any other provision to the contrary herein, Purchaser shall, and shall cause the applicable employer of the UK Transferred Employees to, honor the terms and provisions of all written employment agreements and written arrangements, including pension and death and service benefits in effect on the date hereof with respect to the employees of the UK Sale Companies, copies of which have been provided to Purchaser.

                 4.12  Employees.  (a)  Purchaser shall not assume any liability under any AFP Benefit Plan, including, without limitation, administrative obligations under Section 4980B of the Code, and the Seller shall indemnify and hold harmless, in accordance with Article VII, Purchaser and its affiliates from and against (i) all liabilities under any AFP Benefit Plan, (ii) all liabilities relating to, and claims made by, Transferred Employees with respect to periods prior to the Closing Date, other than any such liability arising as a result of the failure by Purchaser to comply with its covenants under Section 4.11 hereof or this Section 4.12, (iii) all liabilities relating to, and claims made by, employees of the Seller or any of its subsidiaries who are not Transferred Employees with respect to all periods, and (iv) any liability or obligation arising with respect to any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) at any time maintained or

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contributed to by (or required to be maintained or contributed to by) any ERISA Affiliate.  Except as provided in the preceding sentence, Purchaser shall indemnify and hold harmless, in accordance with Article VII, the Seller and its affiliates from and against liabilities to the Transferred Employees arising as a result of the failure by Purchaser to comply with its covenants under Section 4.11 hereof or this Section 4.12 or related to the employment of the Transferred Employees by Purchaser with respect to periods from and after the Closing Date, including any severance or other payments which may become due and payable to any Transferred Employee by reason of Purchaser terminating such employees (but not including any severance or other payments which may become due and payable under existing agreements, arrangements or policies by the Seller to any of its employees in connection with the transactions contemplated by this Agreement).

                 (b)  Salaried Defined Benefit Plan.  The Seller shall retain all obligations under the "Retirement Plan for Salaried Employees of Alumax Inc. and its Subsidiaries" (the "Seller's Salaried Retirement Plan"), which is an AFP Benefit Plan, for benefits accrued thereunder as of the Closing Date by the United States Transferred Employees.  Each United States Transferred Employee shall be fully vested in his accrued benefit under the Seller's Salaried Retirement Plan as of the Closing Date.  The amount of any pension payable under the Seller's Salaried Retirement Plan shall be determined for the United States Transferred Employees based on the length of continuous service and earnings of such United States Transferred Employees as defined under the Seller's Salaried Retirement Plan determined as of the Closing Date.

                 (c)  Hourly Defined Benefit Plans.  The Seller shall retain all obligations under the "Alumax Fabricated Products, Inc. Retirement Income Plan" (the "Fabricated Retirement Plan"), "Alumax Aluminum Corporation Combined Pension Plan" and "Kawneer Company, Inc. Retirement Plan for Hourly Employees" (the "Seller's Hourly Retirement Plans"), each of which is an AFP Benefit Plan for benefits accrued thereunder as of the Closing Date by the United States Transferred Employees.  No later than the Closing Date, the Seller shall cause the Fabricated Retirement Plan to be amended, effective as of the Closing Date, to make Seller or one of its ERISA Affiliates other than one of the Sale Companies the "plan sponsor" under the meaning of Section 3(16)(B) of ERISA of the Fabricated Retirement Plan.  Each United States Transferred Employee shall be fully vested in his accrued benefit under the Seller's Hourly Retirement

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Plan as of the Closing Date.  The amount of any pension payable under the Seller's Hourly Retirement Plan shall be determined for the United States Transferred Employees based on the length of continuous service and earnings of such United States Transferred Employees as defined under the Seller's Hourly Retirement Plan determined as of the Closing Date.

                 (d)  Medical, Dental, Life, Accidental Death and Dismemberment, and Disability Insurance (Active Employees).  Effective as of the Closing Date, the United States Transferred Employees shall cease being covered under each employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) maintained by the Seller that provides medical, dental, life, accidental death and dismemberment, or disability insurance benefits.  On and after the Closing Date, the Seller shall retain and have sole responsibility for the payment of any and all medical, dental, life, accidental death and dismemberment, and disability insurance benefits to all employees and former employees of the Seller, AFP and the AFP Subsidiaries (and the eligible dependents of such employees and former employees) attributable to expenses incurred on or prior to the Closing Date by such employees and former employees of the Seller, AFP and the AFP Subsidiaries (and the eligible dependents of such employees and former employees).  For such purpose, an expense is deemed incurred when the services that are the subject of the claim are performed, when the death occurs (in the case of life insurance), when the disability occurs (in the case of disability insurance), and based on the dates services are provided in the case of a hospital stay.

                 (e)  Medical and Life Insurance (Retired Employees).  On and after the Closing Date, the Seller shall retain and have sole responsibility for all liabilities, obligations and commitments of the Seller, AFP or the AFP Subsidiaries to provide retiree medical and life insurance benefits to any employee of the Seller, AFP, or the AFP Subsidiaries who is:  (i) receiving such benefits as of the Closing Date; or (ii) eligible or entitled to receive such benefits as of the Closing Date, regardless of whether such individual has in fact elected to receive retirement benefits as of the Closing Date. Notwithstanding any other provision of this Agreement, the Purchaser shall have no obligation to establish a retiree medical or life insurance plan for the benefit of, or provide retiree medical or life insurance benefits to, any retired or former employee of the Seller, AFP or the AFP Subsidiaries or their dependents (including spouses) who are receiving retiree medical or

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life insurance coverage, or are eligible to receive retiree medical or life insurance coverage, as of the Closing Date; nor shall the Purchaser have any obligation to establish a retiree medical or life insurance plan for the benefit of, or provide retiree medical or life insurance benefit to, any United States Transferred Employee or any dependent thereof.

                 (f)  COBRA.  The Seller shall be responsible for satisfying the continuation coverage requirements for group health plans under Section 4980B of the Code or Part 6 of Title I of ERISA ("COBRA") for all employees or former employees of the Seller, AFP or the AFP Subsidiaries (and any dependents of such employees and former employees) who are receiving COBRA continuation coverage as of the Closing Date or who are entitled to elect such coverage on account of a qualifying event occurring on or before the Closing Date.  The Purchaser shall have no obligation or liability with respect to any person who is receiving or entitled to elect to receive COBRA continuation coverage as of the Closing date.

                 (g)  Long-Term Disability and Unemployment Compensation Insurance.  On and after the Closing Date, the Seller shall retain and have sole responsibility for all liabilities, obligations and commitments of the Seller, AFP and the AFP Subsidiaries arising in connection with any long-term disability and unemployment compensation insurance claims which relate to or arise from incidents occurring on or prior to the Closing Date. Notwithstanding any other provision of this Agreement, the Seller shall be solely responsible for providing any and all long-term disability benefits (and all other pension and/or welfare benefits to which any such person is entitled on account of disability after becoming eligible for such long-term disability benefits) which become payable on or after the Closing Date to any employee or former employee (or any dependent thereof) of the Seller, AFP or any of the AFP Subsidiaries who was disabled or was in a disability waiting period as of the Closing Date.

                 (h)  Executive and Deferred Compensation Arrangements.  The Seller shall be solely responsible for the payment of any and all amounts due under the "Alumax Inc. Deferred Compensation Plan," the "Alumax Inc. Excess Benefit Plan," the "Alumax Inc. 1993 Annual Incentive Plan," the "Alumax Inc. 1993 Long-Term Incentive Plan," and any other deferred compensation arrangements or stock option plans maintained by the Seller with respect to any Transferred Employee.

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                 4.13  Competition.  The Seller covenants and agrees that it and its subsidiaries shall not: (a) at any time within the five-year period immediately following the Closing acquire a stand-alone business or start a new business which engages in the sale of products currently manufactured and sold by any of the Sale Companies, in any geographic areas where such Sale Company currently operates or sells such products, so long as Purchaser or its assigns remains engaged in such business; (b) at any time within the three-year period immediately following the Closing acquire any business (an "Acquired Business"), a significant portion (a portion being determined to be significant if it represents both $10 million or more in sales and twenty percent (20%) or more of the acquired business' revenue during the last fiscal year preceding such acquisition) of which derives its revenues from the sale of products currently manufactured and sold by any of the Sale Companies in any geographic areas where such Sale Company currently operates or sells such products, so long as such Sale Company or its assigns remains engaged in such business in such areas, unless the Seller or its subsidiary which consummates any such acquisition promptly thereafter (x) makes an Offer (as defined below) to sell to Purchaser, at a price and on other material terms determined by the Seller, the business or businesses or portions thereof (the "Competing Portion") engaged in the sale of products currently manufactured and sold by any of the Sale Companies in any geographic areas where such Sale Company currently operates or sells such products and (y) if Purchaser declines such Offer, undertakes good faith efforts to divest the Competing Portion (provided that if the Seller determines to make such divestiture at a price lower than or on terms more favorable than originally offered to Purchaser, the Seller shall make an Offer to sell the Competing Portion to Purchaser at such lower price and/or other terms first), provided that the Seller shall not be obligated to make any such divestiture at a loss (a loss being determined to be the result if the highest price offered by any prospective purchaser of the Competing Portion is less than an amount equal to that portion of the purchase price paid by Seller to purchase the Acquired Business allocable to the Competing Portion, determined by reference to a third party appraisal of the Competing Portion or, if no such appraisal is available, determined in proportion to the proportion of net income of the Acquired Business contributed by the Competing Portion as compared to the remainder for the fiscal year ended immediately prior to the date of acquisition of the Acquired Business); and (c) at any time within the five-year period immediately following the Closing disclose confidential information

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regarding the Sale Companies to any third parties (not including the Seller and its subsidiaries), except as required by law, regulation, a court order, in the defense of litigation for which the Seller or any of its subsidiaries may be liable, or in any actions relating to this Agreement, including the schedules and exhibits hereto, and shall not solicit directly or indirectly management personnel currently employed by the Sale Companies for employment with the Seller and its subsidiaries; provided, that with respect to any of the matters covered in this Section 4.13 (i) to the extent that any restriction set forth in this Section 4.13 is adjudicated to be invalid or unenforceable in any jurisdiction, the court making such determination shall have the power to limit, construe or reduce the duration, scope, activity or area of such provision to the extent necessary to render such provision enforceable to the maximum extent permitted by applicable law, such limited form to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made, (ii) the Seller may continue to own and operate all of its existing subsidiaries and businesses (other than the Sale Companies), market products that it or its subsidiaries (other than the Sale Companies) currently market (which may include products also manufactured or sold by any of the Sale Companies) and may make product line extensions of existing product lines and make product improvements and enhancements of existing products, in each case of all such businesses and subsidiaries in the geographic areas and markets where the Seller or any of its subsidiaries (other than the Sale Companies) currently operates or sells its products, (iii) MIC-6 toolplate and other products currently manufactured or sold by the Seller and its existing subsidiaries and businesses (other than the Sale Companies) shall not be treated as products currently manufactured or sold by the Sale Companies under the provisions of Section 4.13, (iv) the provisions of this Section 4.13 shall not be binding upon a third party purchaser of the Seller or any of its subsidiaries or businesses other than the Seller or any subsidiary of the Seller at the time of acquisition, and (v) the Seller and its subsidiaries shall not be prevented from offering employment to management employees of the Sale Companies who seek employment with the Seller or its subsidiaries on their own initiative or through recruiters or employment agencies, except for certain key management employees of the Sale Companies identified on Schedule 4.13 of this Agreement.  An "Offer" as used in this Section 4.13 shall be an offer which includes the purchase price and all material terms reasonably necessary for Purchaser to evaluate and make a determination with respect thereto and

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provides Purchaser a period of at least 30 days (in the case of the initial offer made with respect to any Competing Portion of an Acquired Business) or 15 days (in the case of subsequent offers) to accept or decline such offer and an opportunity during such period, subject to the execution and delivery of a mutually agreeable confidentiality agreement, to obtain reasonable access to the Records and other reasonably necessary information relating to the Competing Portion being offered.

                 4.14  Use of Certain Names.  Purchaser acknowledges that the Seller will cause AFP, Alumax Holdings and Alumax Europe to effect changes to their and their Subsidiaries' names prior to the Closing Date to remove therefrom the name "Alumax".  Upon the Closing Date, Purchaser shall not, and shall procure that none of its subsidiaries from time to time shall, use either such name or the name "Kawneer" or any substantially similar name, or any trademark, logo or other symbol that includes or is otherwise associated with such name, for any purpose, including without limitation in connection with the marketing of any products produced by any of the Sale Companies.  Insofar as changes to such names have not been effected at or prior to the Closing Date, Purchaser shall procure that all necessary steps are taken to complete such changes of names within 14 days from the Closing Date.  Notwithstanding the foregoing, Purchaser may, for a period not exceeding 180 days immediately following the Closing Date, use materials, including items of inventory, office supplies, packaging materials and equipment, that have affixed thereto either such name or any such trademark, logo or symbol to the extent such materials cannot be replaced and such name, trademark, logo or symbol cannot be erased, covered or otherwise removed without undue expense to the Purchaser.  Purchaser shall indemnify and hold harmless, in accordance with the provisions of Article VII hereof, the Seller and its subsidiaries from and against any loss, liability, damage or claim that the Seller or its subsidiaries may suffer as a result of the use by Purchaser of such names, trademarks, logos or symbols or as a result of the use by Purchaser of the name "Euramax."

                 4.15  Certain Bank Accounts.  (a)  The parties agree that the bank accounts (the "Bank Accounts") of the Sale Companies identified on Schedule 4.15(a) will be retained by the Sale Companies after the Closing and, accordingly, the Seller and Purchaser shall each cooperate with the other and take or cause to be taken, whether before, at or after the Closing, such actions as may be necessary to cause Purchaser or its designee(s) to assume

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control over such Bank Accounts, including without limitation the power to write checks thereon, to withdraw funds therefrom and to deposit funds therein, by not later than 30 days after the Closing Date; provided, however, that during such period after the Closing, the Seller shall not, and shall direct its officers, employees and Representatives not to, write checks on the Bank Accounts, withdraw any funds therefrom or otherwise exercise any control over the Bank Accounts unless requested by Purchaser or a Subsidiary Purchaser.  The Seller shall agree to maintain sufficient funds in the Bank Accounts prior to Closing such that all checks issued in the ordinary course prior to Closing by any of the Sale Companies will be duly paid upon presentment.

                 (b)  The parties agree that the Bank Accounts shall have aggregate balances, on a regional basis, as of the close of business on the day immediately preceding the Closing Date as set forth on a schedule to be agreed upon ten business days prior to Closing by the Seller and Purchaser (such schedule being referred to as "Schedule 4.15(b)").  Upon the confirmation of the actual closing bank ledger balances as of such date with respect to each Bank Account on the business day immediately following the Closing Date, the Seller and Purchaser shall agree upon a schedule of such actual closing bank ledger balances (the "Final Account Balances").  If the aggregate of the Final Account Balances exceeds the aggregate of the balances shown on Schedule 4.15(b), Purchaser shall pay the amount of such excess to the Seller, and if the aggregate of the balances shown on Schedule 4.15(b) exceeds the aggregate of the Final Account Balances, the Seller shall pay the amount of such excess to Purchaser, in either case within ten days of the Closing Date in immediately available funds.  Further procedures necessary to effect the intent of this Section 4.15 shall be mutually agreed to between the Seller and Purchaser by not later than the date Schedule 4.15(b) is required to be agreed upon pursuant to this Section 4.15(b).

                 4.16  Workers' Compensation Claims.  From and after the Closing Date, Purchaser and the U.S. Sale Companies shall assume responsibility for administration, management and payment of all sums due or which may become due in connection with workers' compensation claims made by employees of the U.S. Sales Companies ("Fabricated Products Claims") wherever and whenever arising, provided the Seller shall make available and promptly pay to Purchaser any sums received by the Seller in connection with any applicable insurance coverage maintained by the Seller in respect of Fabricated Products Claims made or arising from events occurring prior to the Closing Date.  The Seller shall

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assist Purchaser and the U.S. Sale Companies in administering, managing and processing payments which are due or which may become due for workers' compensation claims for a period of up to thirty days after the Closing Date. Purchaser and the U.S. Sale Companies shall hold harmless, in accordance with the provisions of Article VII hereof, and promptly reimburse the Seller for all reasonable and necessary payments made to third parties (other than payments made to insurance carriers as premiums for prospective coverage) in connection with the administration and management of the Fabricated Products Claims and shall hold harmless and promptly reimburse the Seller for all payments which the Seller may be required to make on behalf of Purchaser or the U.S. Sale Companies in connection with the Fabricated Products Claims after the Closing Date.

                 4.17  Financing.  Purchaser shall use its reasonable best efforts to consummate the financings described in the Financing Letters, including, without limitation, the acceptance of any reasonable modifications or changes to the terms of such financings requested by the other parties thereto.  Purchaser shall notify the Seller promptly of the termination of any of the Financing Letters, any material changes or modifications to the terms and conditions set forth therein or the discovery or development of any facts or circumstances which would render the statements in Section 3.2(f) hereof false or misleading in any respect or otherwise would either (a) contradict or conflict with the terms and conditions set forth in the Financing Letters or (b) create a reasonable basis for Purchaser to believe it will not be able to obtain financing in accordance with the Financing Letters or to consummate the transactions contemplated in this Agreement within 90 days of the date hereof. At the Seller's reasonable request, Purchaser shall provide the Seller with additional or updated information with respect to such financings, including, without limitation, copies of draft definitive agreements relating thereto.  In the event of termination of any of the Financing Letters, Purchaser shall use its reasonable best efforts to arrange for satisfactory substitute financing, having terms which would not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement.  The parties acknowledge that, as used in this Section 4.17, Purchaser's agreement to use its "reasonable best efforts" shall not require Purchaser to agree to economic terms in respect of any financing that are materially more burdensome than those set forth in the Financing Letter relating to the Bank Loan and those set forth in Schedule 4.17 with respect to the Mezzanine Financing.

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                 4.18  Financial Statements.  The Seller shall make available to Purchaser and the Purchaser Auditors such Records and all other reasonably necessary information as they may reasonably request for the purpose of preparing Purchaser's registration statement, prospectus, offering circular or offering memorandum for the Mezzanine Financing and the pro forma financial statements to be included therein which give effect to the consummation of the transactions contemplated by this Agreement, and the Seller shall otherwise provide such assistance as may reasonably be requested by Purchaser in its preparation of such registration statement, prospectus, offering circular or offering memorandum and pro forma financial statements.  The Seller and Purchaser shall cooperate fully in the preparation of such pro forma financial statements and Purchaser shall use its reasonable best efforts to complete such pro forma financial statements for inclusion in the offering materials for the financings contemplated by the Financing Letter for the Mezzanine Financing (or other similar financing) by not later than 45 days after the date hereof; provided Purchaser or Purchaser Auditors were provided full access to information required by it for this purpose within 15 days of the date hereof. Purchaser shall indemnify and hold harmless, in accordance with the provisions of Article VII hereof, the Seller and its officers, directors, employees and affiliates from and against any loss, liability, damage or claim that any of them may suffer as a result of the Seller's providing assistance to Purchaser in the preparation of such pro forma financial statements or the registration statement in accordance with this Section 4.18 or as a result of the use by Purchaser of information contained in or derived from such Records (other than any information furnished in writing by the Seller to Purchaser and expressly authorized by the Seller to be included in such registration statement), including without limitation with respect to any such loss, liability, damage or claim arising under the United States Securities Act of 1933, as amended.

                 4.19  Capital Expenditures.  Except in the ordinary course of business, consistent with past practice, the Seller will not, and will cause its subsidiaries not to, issue any oral or written directive to any of the Sale Companies relating to capital expenditures in accordance with the ordinary course of business, consistent with past practice, and the Sale Companies shall be permitted to continue to make capital expenditures as set forth in Schedule 4.1(c) in the ordinary course of business, consistent with past practice.

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                                   ARTICLE V

                                   CONDITIONS

                 5.1  Conditions to Obligations of the Seller.  The obligations of the Seller as contemplated by this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by the Seller to the extent permitted by applicable law:

                 (a)  Governmental and Regulatory Consents.  Prior to the Closing Date, all governmental or regulatory notices or filings, consents, registrations, approvals, permits or authorizations set forth on Schedules 3.1(d)(i) and (ii) and 3.2(c) shall have been obtained or made to the extent required by law;

                 (b)  Litigation. As of the Closing Date, no action, suit or proceeding shall be pending before any court or governmental or regulatory authority of competent jurisdiction whereby an unfavorable statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) would prohibit the consummation of the transactions contemplated by this Agreement or impose material restrictions on the Purchaser or the Seller or any of their respective subsidiaries in connection with the consummation of the purchase and sale of Shares hereunder or with respect to their business operations (collectively, an "Order") and no such Order shall be in effect;

                 (c)  Compliance.  The representations and warranties contained in Section 3.2 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date and Purchaser shall have performed in all material respects its covenants set forth in Article IV; and the Seller shall have received on the Closing Date a certificate to the foregoing effect executed by an officer of Purchaser;

                 (d)  Opinion of Counsel.  The Seller shall have received on the Closing Date an opinion, dated the Closing Date, of Kirkland & Ellis, counsel for Purchaser, with respect to matters of New York law and the Delaware General Corporation Law relating to Purchaser in the form set forth in Exhibit B hereto;

                 (e)  Certification.  The Seller shall have received on the Closing Date certificates from the Secretary

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(or other appropriate officer) of the Purchaser with respect to (A) its certificate of incorporation, (B) its memorandum and articles of association, (C) resolutions of its Board of Directors and, if necessary, its stockholders with respect to the authorization of this Agreement and the transactions contemplated hereby and (D) the incumbency of executing officers; and the Seller shall have received a certificate from the Secretary (or other appropriate officer) of the Purchaser, in form reasonably satisfactory to the Seller, acknowledging its consent to the releases (in form theretofore agreed upon between Purchaser and the Seller) delivered by the Sale Companies to the resigning directors and officers referred to in Section 5.2(f) releasing such officers and directors from any and all claims, damages or liabilities arising from such service as an officer or director with any of the Sale Companies;

                 (f)  Consultation.  Prior to the Closing Date, Alumax Europe, the Alumax Europe Subsidiary, Alumax France and the Alumax France Subsidiary shall have complied to the reasonable satisfaction of the Seller and Purchaser with any or all obligations to consult with employees and, if applicable, the Works Councils of Alumax Europe, the Alumax Europe Subsidiary, Alumax France and the Alumax France Subsidiary or, if applicable, the Retained Subsidiaries (or their representatives), and shall have obtained the positive advice, if required, of such Works Councils in connection with the sale of the Shares contemplated by this Agreement and the transfers contemplated by Section 1.4(b) of this Agreement; and

                 (g)  MIC-6 Tool Plate.  On the Closing Date, a subsidiary of Seller shall have entered into a distribution agreement, in the form of Exhibit E hereto, with one or more of the Sale Companies providing for the sale and distribution of the "MIC-6 Tool Plate" in England or France.

                 5.2  Conditions to Obligations of Purchaser.  The obligations of Purchaser as contemplated by this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by Purchaser to the extent permitted by applicable law:

                 (a)  Governmental and Regulatory Consents.  Prior to the Closing Date, all governmental or regulatory notices or filings, consents, registrations, approvals, permits or authorizations set forth on Schedules 3.1(d)(i) and (ii) and 3.2(c) shall have been obtained or made to the extent required by law;

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                 (b)  Litigation.  As of the Closing Date, there shall be no action, suit or proceeding pending before any court or governmental or regulatory authority of competent jurisdiction that could result in an Order, and there shall be in effect no Order;

                 (c)  Compliance.  The representations and warranties contained in Section 3.1 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, the Seller shall have performed in all material respects its covenants set forth in Article IV and all transactions contemplated by Section 1.4 shall have been consummated; and Purchaser shall have received on the Closing Date a certificate to the foregoing effect executed on behalf of the Seller;

                 (d)  Consents.  Prior to the Closing Date, Seller shall have obtained the consents of third parties listed on Schedule 5.2(d);

                 (e)  Opinion of Counsel.  Purchaser shall have received on the Closing Date opinions, each dated the Closing Date, (i) of Sullivan & Cromwell, counsel for the Seller, with respect to matters of New York law and the Delaware General Corporation Law relating to Seller in the form set forth in Exhibit C hereto and (ii) of Baker & McKenzie, special European Counsel for the Seller, with respect to certain matters relating to the laws of the United Kingdom, France and the Netherlands, in the form set forth in Exhibit D hereto;

                 (f)  Resignations, etc..  Purchaser shall have received on the Closing Date the resignations, effective as of the Closing Date, of each director and officer (other than any Transferred Employee) of each of the Sale Companies, as specified by Purchaser prior to the Closing Date, and, with respect to Alumax Holdings, Alumax Europe and Alumax France (and their respective Subsidiaries), evidence of such corporate or other action as are specified in Schedule 5.2(f); and each such resigning officer or director shall have delivered on the Closing Date a release reasonably acceptable to Purchaser releasing Purchaser and the Sale Companies from any and all claims, damages or liabilities arising from such service as an officer or director with any of the Sale Companies.

                 (g)  Minute Books and Seals.  On the Closing Date, the Seller shall have delivered, or shall have caused to be delivered, all minute books, share registers and corporate

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or common seals (or other similar or equivalent documents or instruments) of each of the Sale Companies;

                 (h)  Certifications.  Purchaser shall have received on the Closing Date (i) good standing certificates with respect to each of the U.S. Sale Companies, together with certified charter documents, from the secretary of state (or other appropriate official) of their respective states of incorporation (to the extent such concepts of good standing status are recognized in such states), and (ii) certificates from the Secretary (or other appropriate officer) of the Seller, AAC and each of the Sale Companies with respect to (A) its certificate of incorporation or memorandum of association, (B) its by-laws or articles of association, and (C) with respect to the Seller, the continued effectiveness of the resolutions of its Board of Directors referred to in Section 3.1(b) of this Agreement with respect to the authorization of this Agreement and the transactions contemplated hereby and the incumbency of executing officers;

                 (i)  Bank Accounts.  Purchaser shall have received on the Closing Date a schedule, certified as true and correct by an officer of the Seller, listing the name of each bank with which the Sale Companies have an account or safe deposit box, the identifying numbers or symbols thereof and the name of each person authorized to draw thereon or to have access thereto;

                 (j)  Material Adverse Change.  Between the date of this Agreement and the Closing Date, there shall have occurred no material adverse change in the combined financial condition, business or operations of (i) the U.S.  Sale Companies, taken as a whole (as to matters relating to any of the U.S. Sale Companies) or (ii) the European Sale Companies, taken as a whole (as to matters relating to any of the European Sale Companies);

                 (k)  MIC-6 Tool Plate.  On the Closing Date, a subsidiary of Seller shall have entered into a distribution agreement, in the form of Exhibit E hereto, with one or more of the Sale Companies providing for the sale and distribution of the "MIC-6 Tool Plate" in England or France;

                 (l)  Intellectual Property.  The Seller shall have assigned to the Sale Companies in writing in an instrument reasonably satisfactory to Purchaser the right, title and interest in and to the Intellectual Property identified in Schedule 5.2(l) registered in the name of Seller;

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                 (m)  Consultation.  Prior to the Closing, Alumax Europe, the Alumax Europe Subsidiary, Alumax France and the Alumax France Subsidiary shall have complied to the reasonable satisfaction of the Seller and Purchaser with any or all obligations to consult with employees and, if applicable, the Works Councils of Alumax Europe, the Alumax Europe Subsidiary, Alumax France and the Alumax France Subsidiary or, if applicable, the Retained Subsidiaries (or their representatives) and shall have obtained the positive advice, if required, of such Works Councils in connection with the sale of the Shares contemplated by this Agreement and the transfers of shares contemplated by Section 1.4(b) of this Agreement; and

                 (n)  Financing.  Purchaser shall have received the funds necessary to consummate the transactions contemplated by this agreement through financing arrangements described in Sections 3.2(f) and 4.17 hereof.

                                   ARTICLE VI

                                  TERMINATION

                 6.1  Termination.  (a)  This Agreement may be terminated at any time prior to the Closing Date:  (i) by the mutual written consent of the Seller and Purchaser to terminate this Agreement; (ii) by either party, upon the entry of a final, nonappealable and permanent Order; or (iii) if the Closing shall not have occurred by the date which is 90 days from and after the date hereof, by written notice by Purchaser or the Seller to the other party, provided that a termination pursuant to clause (iii) shall not relieve any party from any liability it may have to another party as a result of a breach of this Agreement.  In the event this Agreement is terminated pursuant to clause (iii) of the immediately preceding sentence and the Seller has fulfilled or demonstrated its ability to satisfy the conditions to Purchaser's obligations set forth in Sections 5.2(a), (b), (c), (d), (j), (k) and (l) at or prior to the date and time of such termination, Purchaser shall reimburse the Seller for all of the Seller's reasonable out-of-pocket expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement, including without limitation reasonable fees and expenses of its counsel and accountants, provided that Purchaser's reimbursement obligations under this sentence shall not exceed $500,000.

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                 (b)  Either the Seller or Purchaser may terminate this Agreement upon ten business days' prior written notice in the event of the breach or failure to comply by the other party in any material respect at or prior to the Closing Date of or with any representation, warranty, agreement or covenant made by such other party unless any such breach or failure to comply is cured within such ten business day period after such notice, to the satisfaction of the party giving such notice, but nothing herein will relieve any party from liability for any breach of this Agreement.  Nothing herein shall be construed to extend the 90 day period set forth in Section 6.1(a).

                 (c)  The Seller may terminate this Agreement if, within 20 business days after notice from Purchaser pursuant to Section 4.17 hereof that the Financing Letters have been terminated or that the transactions thereunder will not be consummated, Purchaser fails to deliver to the Seller a letter or letters, in effect and reasonably satisfactory to the Seller, providing for commitments from other financial institutions to provide financing upon terms and in amounts sufficient for Purchaser to otherwise be in compliance with the terms of Section 3.2(f) hereof, but nothing herein will relieve any party from liability for any breach of this Agreement.  Nothing herein shall be construed to extend the 90 day period set forth in Section 6.1(a).

                 6.2  Effect of Termination.  In the event of termination of this Agreement as provided in Section 6.1, this Agreement shall forthwith become void and neither party hereto (or the directors or officers of Purchaser or the Seller) shall have any liability or further obligation to the other party to this Agreement, except as provided in Sections 4.4, 4.6, 6.1 and 9.1 and Article VII hereof.

                                  ARTICLE VII

                                INDEMNIFICATION

                 7.1  Indemnification.

                 (a)  The Seller agrees, subject to the provisions of Section 4.9 hereof, to indemnify and hold Purchaser and its affiliates, officers, directors, employees, agents and representatives (collectively, "Indemnified Persons") harmless from and against any and all claims, liabilities, losses, costs and damages wherever arising or incurred (including, without limitation, amounts paid in settlement and reasonable and necessary costs of investigation,

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reasonable and necessary attorneys' fees and expenses and reasonable and necessary costs of remediation or corrective action in respect of Environmental Claims) (individually, a "Loss", and collectively, "Losses") arising out of the consummation of the transactions pursuant to Section 1.4 of this Agreement (other than with respect to liabilities specifically assumed by the purchaser under the Asset Purchase Agreement), any inaccuracy in or breach or nonfulfillment by the Seller of any representation or warranty, or any breach of a covenant or agreement contained herein (including its agreements to hold Purchaser harmless as provided in Article IV hereof) or in any schedule, exhibit, certificate, opinion or agreement delivered pursuant to this Agreement.  Purchaser agrees to indemnify and hold the Seller and its Indemnified Persons harmless from and against any and all Losses arising out of any material inaccuracy in or material breach or nonfulfillment by Purchaser of any representation or warranty, or any material breach of a covenant or agreement contained herein (including its agreements to hold the Seller harmless as provided in Article IV hereof) or in any schedule, exhibit, certificate, opinion or agreement delivered pursuant to this Agreement.

                 (b)  In the event that any Indemnified Person receives written notice of the commencement of any action or proceeding, the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Section 7.1 (a "Third Party Claim"), and such Indemnified Person intends to seek indemnity pursuant to this Section 7.1, such Indemnified Person shall promptly provide the indemnifying party with notice of such action, proceeding, claim, penalty or assessment. Such indemnifying party shall, upon receipt of such notice, be entitled to participate in or, at the indemnifying party's option, provided that the indemnifying party has acknowledged in writing its indemnification obligation with respect to such Third Party Claim and will conduct such defense diligently and actively, assume the defense, appeal or settlement of such action, proceeding, claim, penalty or assessment with respect to which such indemnity has been invoked with counsel of its choosing, and such Indemnified Person will fully cooperate (but without incurring any out-of-pocket expense) with the indemnifying party in connection therewith; provided, that such Indemnified Person shall be entitled to employ one counsel to represent such Indemnified Person if, in the written opinion of counsel reasonably satisfactory to the indemnifying party, there exists a conflict of interest between the indemnifying party and the Indemnified Person in

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respect of such claim and in that event the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party; and provided, further, that the failure of the Indemnified Person to provide prompt notice to the indemnifying party of a Third Party Claim shall not result in any waiver of rights to indemnification with respect to such Third Party Claim under this Section 7.1 unless the indemnifying party is materially prejudiced thereby.  In the event that the indemnifying party fails to assume the defense, appeal or settlement of such action, proceeding, claim, penalty or assessment within 20 days after receipt of notice thereof from such Indemnified Person, such Indemnified Person shall have the right to undertake the defense or appeal of such action, proceeding, claim, penalty or assessment on behalf of and for the account and risk of the indemnifying party, and the indemnifying party shall also be responsible for the reasonable fees and expenses of one counsel for the Indemnified Person.  In no event may an Indemnified Person compromise or settle any claim, penalty, judgment, consent or action without the written consent of the indemnifying party (which consent shall not be unreasonably withheld). Notwithstanding anything in this paragraph (b) to the contrary, the indemnifying party shall not, without the written consent of the Indemnified Person, (i) settle or compromise any action, suit or proceeding or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of the indemnified portion of any such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding which involves any injunction or equitable relief beyond money damages or other money payments.  The indemnifying party shall pay all expenses, including fees and expenses of one counsel for the Indemnified Person, that may be incurred by any Indemnified Person in enforcing the indemnity provided for in this Section 7.1.

                 (c)  Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice to the indemnifying party.  If the indemnifying party does not respond to such notice within 60 days, it shall have no further right to contest the validity of such claim.  A claim under Section 7.1(a) in respect of the breach or alleged breach of a representation or warranty must be made during the period that the respective representation or warranty survives the Closing pursuant to Section 9.3.

                 7.2  Certain Limitations on Indemnification Obligations.  Obligations.  (a) The indemnification obligations of the

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Seller under Section 7.1 (other than with respect to breaches of representations, warranties, agreements or covenants under Articles I, II and VIII and Sections 3.1(c), (m)(iv), (vi), (x) and (xi), (q) and (s), 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.10, 4.12, 4.15, 4.16 and 9.1) shall not apply until aggregate Losses relating to all claims for which Purchaser or any of its Indemnified Persons is entitled to payment under Section 7.1 exceed U.S. $750,000 in the aggregate, and thereafter only such Losses in excess of the first U.S. $750,000 shall be indemnifiable.  For avoidance of doubt, any Losses referred to in Section 7.3(e) shall not be included in the aggregation of Losses pursuant to the immediately preceding sentence.

                 (b)  The indemnification obligations of Purchaser under Section 7.1 (other than with respect to breaches of representations, warranties, agreements or covenants under Articles I, II and VIII and Sections 3.2(g), 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 9.1) shall not apply until aggregate Losses relating to all claims for which the Seller or any of its Indemnified Persons is entitled to payment under Section 7.1 exceed U.S. $750,000 in the aggregate, and thereafter only such Losses in excess of the first U.S. $750,000 shall be indemnifiable.

                 (c)  The indemnification obligations of the parties under Section 7.1 (other than with respect to representations and warranties contained in Sections 3.1(a), (b), (c), (g), (q), (s) and (w) hereof) shall terminate 18 months after the Closing Date; the indemnification obligations of Seller under Section 7.1 with respect to representations and warranties under Section 3.1(q) hereof shall terminate six months after the expiration of the applicable statutes of limitations; the indemnification obligations of Seller under Section 7.1 with respect to representations and warranties under Section 3.1(g) shall terminate 12 months after the Closing Date; the indemnification obligations of Seller under Section 7.1 with respect to representations and warranties under Section 3.1(s) shall terminate 3 years after the Closing Date; the indemnification obligations of Seller under Section 7.1 with respect to representations and warranties under Section 3.1(w) hereof shall terminate 6 years after the Closing Date; and the indemnification obligations of Seller under Section 7.1 with respect to representations and warranties under Sections 3.1(a), (b) and (c) shall survive without any time limitation; except in each such case (except as to indemnification with respect to Sections 3.1(a), (b) and (c)) with respect to any claims for indemnification as to

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which an Indemnified Person shall have given an indemnifying party written notice setting forth its claim on or prior to the applicable date specified in this paragraph.

                 (d)  The collective liability of an indemnifying party pursuant to the provisions of Section 7.1 (other than for breaches of Section 3.1(q) or Article VIII) shall not exceed $125 million.  The parties agree and acknowledge that, other than with respect to claims of fraud or to the extent covered by Section 8.6, the provisions of this Article VII are intended to provide, and shall constitute, the sole and exclusive rights and remedies of the parties under this Agreement for any inaccuracies in or breaches of any representations or warranties, any breach or failure to perform any covenants or the nonfulfillment of any condition to Closing hereunder.

                 7.3  Special Environmental Indemnity.  (a)  The Seller hereby agrees to indemnify, defend and hold Purchaser and the Sale Companies harmless from, against and in respect of any and all Losses in connection with the Sale Companies' use of the eleven waste sites listed on Schedule 7.3(a) prior to the Closing Date.

                 (b)  The Seller also hereby agrees to indemnify, defend and hold Purchaser and Sale Companies harmless from, against and in respect of any and all Losses in connection with the Sale Companies' use of the nine waste disposal sites listed on Schedule 7.3(b) during the period in which the Seller owned, directly or indirectly, each of the respective Sale Companies.

                 (c)  The Seller hereby agrees to take the actions specified on Schedule 7.3(c), prior to Closing if possible or as soon as practicable thereafter, and to indemnify, defend and hold Purchaser and the Sale Companies harmless from and against any and all Losses relating to the issues listed on Schedule 7.3(c) for actions or failures to take actions during the period in which the Seller owned, directly or indirectly, each of the respective Sale Companies.

                 (d)  The Seller hereby agrees to take the actions specified, within the time periods specified, and to indemnify, defend and hold Purchaser and the Sale Companies harmless from and against any and all Losses as specified on Schedule 7.3(d).

                 (e)  The Seller hereby agrees to indemnify, defend and hold Purchaser and the Sale Companies harmless from and

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against any and all Losses relating to the environmental issues listed on Schedule 7.3(e) to the extent such Losses relate to events which occurred during the period the Seller owned, directly or indirectly, each of the respective Sale Companies and the aggregate Losses with respect to items listed on Schedule 7.3(e) exceed U.S.$500,000, but only with respect to such Losses in excess of the first U.S.$500,000.  For avoidance of doubt, losses under U.S.$500,000 shall not be applied against the amount specified in Section 7.2(a) of this Agreement.

                 (f)  The indemnity provided in this Section 7.3 shall operate independently of the provisions of Sections 7.1(a) and 7.2 hereof (but not Section 7.1(b) and (c), which shall apply to such indemnity), which shall not apply to such indemnity.  Purchaser and the Sale Companies hereby assign to the Seller all of their rights and interest of any kind and nature with respect to claims, rights to recovery and recoveries arising from (i) contracts of any kind and nature, entered prior to Closing (exclusive of any contracts entered into by Purchaser after the date of this Agreement), including, but not limited to, contracts for insurance or indemnity, relating to the Seller's ownership of the Sale Companies or the period or periods in which the Seller owned each of the respective Sale Companies, and (ii) contribution, indemnity and similar rights from third parties, in each of cases (i) and (ii) relating to the matters listed on Schedules 7.3(a), (b), (c), (d) or (e); provided that if Purchaser or the Sale Companies have liability for which they are not indemnified under this Agreement, rights against and recoveries from third parties under (ii) above shall be shared pro rata between the Seller and Purchaser or the Sale Companies on the basis of the portion of such aggregate liability for which the Seller indemnifies Purchaser and the portion for which Purchaser or the Sale Companies are not indemnified.  Purchaser covenants to provide, and to cause the Sale Companies to provide, reasonable cooperation and assistance to the Seller (without incurring out-of-pocket expense) in the prosecution or defense of any claims in connection with the Seller's or the Sale Companies' activities at those sites or in respect of those matters referenced in Schedule 7.3(a), (b), (c), (d) or (e).  This Section 7.3 shall survive indefinitely, inure to the benefit of each of the parties and shall be binding upon the respective parties, successors and permitted assigns.  Except as specifically provided in this Section 7.3, all other Environmental Claims will be subject to Section 3.1(w).

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                 7.4  Special Indemnity for Guarantees.  The Seller hereby agrees to retain at Closing all obligations and liabilities in respect of the guarantees listed on Schedule 7.4 ("Indemnified Guarantees") and shall indemnify, defend and hold Purchaser and the applicable guarantor Sale Company harmless from, against and in respect of any obligation to make payment or otherwise perform under any of such Indemnified Guarantees.  This indemnity shall operate independently of the provisions of Sections 7.1 (a) and 7.2 hereof (but not Section 7.1(b) and (c), which shall apply to this indemnity), which shall not apply to this indemnity.  Purchaser hereby covenants to (i) provide the Seller with immediate notice of any claim or demand for payment made under any Indemnified Guarantee and shall not make any such payment without the prior written consent of the Seller (which shall not be unreasonably withheld or delayed) (it being understood that any such payment made without such consent shall constitute a waiver of Purchaser's rights under this Section 7.4 with respect to the subject Indemnified Guarantee) and (ii) provide reasonable cooperation and assistance to the Seller in the event the Seller determines in good faith to dispute or challenge any claim made under any of such guarantees.  Notwithstanding any provision of this Agreement, the Seller shall not be obligated to indemnify and hold harmless Purchaser and any party otherwise entitled to indemnification under or pursuant to this Agreement in the event that losses arise under or in respect to the joint and several liability statement pursuant to article 403 volume 2 of the Dutch Civil Code issued by Alumax Europe in respect of the obligations of the Alumax Europe Subsidiary.

                 7.5  Certain Covenants of Purchaser with Respect to Indemnities.  (a)  To the extent Purchaser or its Indemnified Persons becomes aware of any Loss for which indemnification may be sought from the Seller under the terms of this Agreement, Purchaser shall and shall cause its Indemnified Persons and Representatives (including Transferred Employees) to act and conduct themselves in a commercially reasonable manner with respect to the subject matter of any such Loss and to cooperate fully (but without incurring out-of-pocket expense) with Seller in the defense of any action relating to such Loss.

                 (b)  Purchaser agrees that the indemnification provisions of Sections 7.3(a) and 7.3(b) shall not be enforceable against the Seller with respect to a particular site if, on or after the Closing, Purchaser or any of the Sale Companies uses such site for the purposes of waste disposal and has failed to either (i) maintain the Records

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of the Sale Companies existing as of the Closing Date with respect to such site or (ii) retain sufficient Records regarding post-Closing waste disposal with respect to such site necessary to establish the allocation of responsibilities as between Purchaser and the Seller.

                 7.6  Special Indemnity Relating to U.K Pension Scheme.  The Seller hereby agrees to indemnify, defend and hold Purchaser and the Sale Companies harmless from and against any and all Losses arising as a result of the change or attempted change on the Normal Retirement Date (as such term is defined in the governing documentation of the UK Pension Scheme) of the UK Pension Scheme, occurring with effect from November 17, 1993; provided, however, that the Seller shall be permitted, notwithstanding anything to the contrary in Section 4.1 of this Agreement, to take such actions prior to Closing as may be necessary to prevent or eliminate such Losses from being incurred so long as neither the Sale Companies nor Purchaser shall incur any post-Closing out-of-pocket expenses with respect thereto; and provided further, that following the Closing, Purchaser shall and shall cause its Representatives (including Transferred Employees) and the Sale Companies to cooperate fully (but without incurring out-of-pocket expense) with the Seller in the defense of any action relating to such Loss.

                 7.7  Certain Covenants of Seller with Respect to Indemnities. To the extent Seller or its Indemnified Persons becomes aware of any Loss for which indemnification may be sought from the Purchaser under the terms of this Agreement, Seller shall and shall cause its Indemnified Persons and Representatives to act and conduct themselves in a commercially reasonable manner with respect to the subject matter of any such Loss and to cooperate fully (but without incurring out-of-pocket expense) with Purchaser in the defense of any action relating to such Loss.

                                  ARTICLE VIII

                                  TAX MATTERS

                 8.1  Section 338(h)(10) Elections.  The Seller shall, and Purchaser shall cause U.S. Newco to, jointly make an election under Section 338(h)(10) of the Code and any comparable U.S. state or local (but not foreign) law (the "Section 338(h)(10) election") with respect to U.S. Newco's acquisition, pursuant to this Agreement, of the stock of the U.S. Sale Companies.  Except as provided in Section 8.5, the Seller will pay any Taxes imposed upon any of the U.S. Sale

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Companies as a result of making such Section 338(h)(10) election and will indemnify Purchaser and its Indemnified Persons against all such Taxes.  None of Seller, Purchaser or any affiliate of either shall make any election under Section 338 of the Code or a similar law of any other country or taxing jurisdiction with respect to the acquisition by Purchaser or any of its affiliates of the stock of any European Sale Company.

                 8.2  Indemnification.  (a)  The Seller's Indemnification of Purchaser.  The Seller shall indemnify and hold harmless Purchaser and its Indemnified Persons from, against and in respect of (A) any Taxes, except to the extent such Taxes (other than income Taxes) are reflected as current liabilities on the Closing Balance Sheet, imposed with respect to any of the Sale Companies (including any Taxes imposed pursuant to Treas. Regs. Section 1.1502-6 or a similar provision of any state, local or foreign income tax law imposing joint and several liability upon the members of a consolidated, combined, affiliated or unitary group or imposed on any of the Sale Companies as a result of its being a member of a consolidated, combined, or affiliated group on any day on or before the Closing Date) for the taxable periods, or portions thereof, ended on or before the Closing Date and (B) any Transfer Taxes for which the Seller is liable pursuant to Section 8.5 hereof.

                 (b)  Purchaser's Indemnification of the Seller.  Purchaser shall indemnify and hold harmless the Seller and its Indemnified Persons from, against and in respect of (A) any Taxes (other than income Taxes) reflected as current liabilities on the Closing Balance Sheet, (B) any Taxes imposed with respect to any of the Sale Companies for any taxable period, or portion thereof, beginning after the Closing Date, and (C) any Transfer Taxes for which Purchaser is liable pursuant to Section 8.5 hereof.

                 (c)  For purposes of this Article VIII, the term Taxes shall include Losses directly or indirectly relating to or arising out of any liability for Taxes.

                 8.3  Computation of Tax Liabilities; Proration of Taxes. Whenever it is necessary to determine the liability for Taxes for a portion of a taxable year or period that begins before and ends after the Closing Date or the earnings and profits of any European Sale Company for purposes of Section 8.7(b), the determination of the Taxes or such earnings and profits for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by

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assuming that the taxable year or period ended at the close of business on the Closing Date, except that Taxes, exemptions, allowances or deductions that are calculated on an annual basis (other than net operating losses and tax credits carried forward from years ending prior to the Closing Date) shall be prorated on the basis of the number of days in the annual period elapsed through the Closing Date as compared to the number of days in the annual period elapsing after the Closing Date.

                 8.4  Tax Returns.  (a) Regardless of whether a Section 338(h)(10) election is available for purposes of any U.S. state or local tax reporting, the taxable years of each Sale Company shall be closed at the close of business on the Closing Date for purposes of filing U.S. state and local and foreign Tax Returns and determining U.S. state and local and foreign tax liabilities for the taxable year in which Closing occurs, except to the extent such a position is prohibited by the applicable law.  The Seller will take such actions as are necessary and reasonable to cause the taxable years of the European Sale Companies to close at such time.

                 (b)  Except to the extent otherwise provided herein, the Seller shall file or cause to be filed when due (i) all Tax Returns for the Sale Companies that are due on or before the Closing Date and (ii) all Tax Returns relating to any Sale Company that is included in a consolidated, combined or unitary group (include the tax group including Alumax Holdings and the Alumax Holdings Subsidiaries) that includes the Seller, or any Retained Subsidiary, and one or more of the Sale Companies for all periods (or portions thereof) ending on or prior to the Closing Date.

                 (c)  Purchaser shall file or cause to be filed when due all Tax Returns with respect to the Sale Companies due to be filed after the Closing Date other than the Returns referred to in Section 8.4(b) or covered elsewhere in this Article VIII.

                 (d)  (i)  The Seller shall deliver a copy of each Tax Return to be filed by Seller as described in this Article 8 to Purchaser for its review and approval, which may not be unreasonably withheld, not less than sixty (60) days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions) (the "Due Date").  Purchaser will be given access to any schedules, work papers, and other documentation then available that are relevant to the preparation of such Tax Returns during regular business hours at Seller's offices.  If Purchaser objects to any items reflected on such returns,

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the parties shall attempt to resolve the disagreement, provided that any transaction taking place prior to the Closing shall be reflected on such return in the manner reasonably determined by the Seller to be consistent with the prior practice of the Sale Companies.

                 (ii) If the Seller may be liable for any portion of the Tax payable in connection with any Tax Return to be filed by Purchaser, Purchaser shall cause such return to be prepared on a basis which is consistent with such previously filed returns and in accordance with past practice.  Purchaser shall deliver a copy of each such Tax Return and any schedules, work papers and other documentation then available that are relevant to the preparation of such return to the Seller for its review and approval (which shall not be unreasonably withheld) not less than sixty (60) days prior to the Due Date.  If the Seller so objects to any items reflected on such returns, the parties shall attempt to resolve the disagreement, provided that any transaction taking place after the Closing shall be reflected on such return in a manner reasonably determined by Purchaser and any transaction taking place prior to Closing shall be reflected in a manner reasonably determined by Seller.

                 (e)  Information to be Provided by Purchaser.   With respect to Tax Returns to be filed by the Seller pursuant to Section 8.4(b) hereof, Purchaser shall, at least ninety (90) days before the due date of the Tax Return (but in no event less than sixty (60) days after the Closing Date), prepare and provide to the Seller for the taxable years ended on or before the Closing Date a package of tax information materials (the "Tax Package"), which shall be completed in accordance with past practice, including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income, tax credits, and other relevant measures of income and credits of each of the Sale Companies.

                 (f)  Foreign Tax Receipts.  To the extent not contained in the Tax Package, Purchaser shall deliver to the tax director of the Seller certified copies of all receipts for any foreign Tax with respect to which the Seller or any of its affiliates could claim a foreign tax credit, and any other documentation required in connection with the Seller or any of its affiliates claiming or supporting a claim for such foreign tax credits promptly following either a request by the Seller for such receipts or documentation or payment of any such foreign Taxes by Purchaser, any affiliate of Purchaser or any other person to whom Purchaser or an affiliate of Purchaser transfers any of the Sale Companies

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or (other than in the ordinary course of business) any portion of their assets.

                 8.5  Transfer Taxes.  All excise, sales, use, transfer (including real property transfer or gains), stamp, documentary, filing, recordation and other similar Taxes and fees which may be imposed or assessed as a result of the transactions effected pursuant to this Agreement (excluding the transactions described in Section 1.4 hereof other than Section 1.4(d)), together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties ("Transfer Taxes"), shall be borne equally by the Seller and Purchaser.  Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and filed when due by the party primarily or customarily responsible under the applicable local law for filing such Tax Returns, and such party will use its reasonable efforts to provide each such Tax Return to the other party at least 10 days prior to the applicable Due Date.  Any such Taxes or fees resulting from any subsequent transfer of any of the Sale Companies or any of their properties, assets or liabilities on or subsequent to the Closing Date shall be borne entirely by the Purchaser.

                 8.6  Contest Provisions.  (a) Notice Requirement. Each of Purchaser and its affiliates, on the one hand, and the Seller, on the other hand (in either case, the "Recipient"), shall promptly notify the tax director of the other party in writing upon receipt by the Recipient of notice of any pending or threatened audits, adjustments, assessments or deficiencies (a "Tax Audit") which may affect the liability for Taxes of such other party.  If the Recipient fails to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit only if such failure to give notice materially adversely prejudices the other party's ability to contest the item.

                 (b)  Which Party Controls Defense.  If such Tax Audit may require either party (the "Indemnifying Party") to indemnify the other party (the "Indemnified Party") for Taxes under this Article VIII, the Indemnifying Party shall have the right to control the defense and settlement of the Tax Audit and any related proceedings to the extent provided below in this Section 8.6, provided that the Indemnifying Party (i) notifies the Indemnified Party promptly, but in no event later than thirty (30) days, after receiving notice of such Tax Audit that it acknowledges its duty to indemnify and intends to assume such control and (ii) conducts the

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defense and/or settlement of the Tax Audit and related proceedings actively and diligently.

                 (iii) (A) The Seller's Items.  If such Tax Audit relates solely to any period ending on or prior to the Closing or any Taxes for which the Seller is liable in full hereunder (including any Taxes arising from the Section 338(h)(10) election), the Seller shall at its expense control the defense and settlement of such Tax Audit.

                 (B) Purchaser's Items.  If such Tax Audit relates solely to any period beginning after the Closing or any Taxes for which Purchaser is liable in full hereunder, Purchaser shall at its expense control the defense and settlement of such Tax Audit.

                 (C) Combined and Mixed Items. If such Tax Audit relates to Taxes for which both the Seller and Purchaser are liable hereunder, to the extent possible such Taxes will be distinguished and the portions of Tax Audit relating thereto separated and each party will control the defense and settlement of the portion of the Tax Audit relating to the Taxes for which it is so liable.

                 If any Tax items or the portions of the Tax Audit relating thereto cannot be so distinguished or separated, the party which has the greater potential liability for those Tax items shall control the defense and settlement of the portions of the Tax Audit relating thereto, provided that such party defends the items as reported on the relevant Tax Return.  In defending the item as reported on the relevant Tax Return, the party may negotiate any settlement that is reasonable provided that it does not increase the liability of the other party in an amount that is greater than such other party's pro rata share of those items and does not trade any item for which the other party has a greater liability for any item for which it has a lesser liability, unless it obtains the other's party consent thereto.

                 (D) Participation Rights. Any party whose liability for Taxes may be affected by a Tax Audit shall be entitled to participate at its expense in such defense and to employ counsel of its choice at its expense.

                 8.7  Post-Closing Actions Which May Affect the Seller's Liability for Taxes. (a)  Purchaser shall not take or permit any Sale Company to take any action on or after the Closing Date outside of the ordinary course of business

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which increases the Seller's liability for Taxes for periods ending on or before the Closing.

                 (b)  During the taxable year (or years) of each European Sale Company beginning before the Closing Date and ending on the following December 31, Purchaser shall not permit such European Sale Company to (A) sell (including a deemed sale pursuant to Section 338 of the Code or a similar law of any other country), exchange, distribute, reorganize or otherwise dispose of the stock of any foreign subsidiary corporation, or dispose of any other property the sale of which produces personal holding company income within the meaning of Section 954(a)(1) of the Code or a similar law of any other country or (B) make or cause any distribution (including a deemed distribution) to shareholders in excess of current earnings and profits (as computed for U.S. Federal income tax purposes) derived during the period beginning after the Closing and ending at the end of that taxable year (which is referred to above.)

                 (c)  Except to the extent required by law, neither Purchaser nor any of its affiliates shall, without the prior written consent of the Seller (not to be unreasonably withheld), amend or take any position on any Tax Return filed by, or with respect to, any Sale Company for or with respect to any taxable period, or portion thereof, beginning before the Closing Date.

                 8.8  Section 338(h)(10) Election and Determination and Allocation of Purchase Price and MADSP.  The Share Purchase Price shall be allocated in accordance with the relative fair market values of the AFP Shares, Alumax Holdings Shares, Alumax Europe Shares and Alumax France Shares (which may be set forth in Schedule 8.8), and with respect to U.S. Newco's acquisition (or deemed acquisition) of each U.S. Sale Company, the "modified aggregate deemed sale price" as defined in Treas. Regs. Section 1.338(h)(10)-1 (the "MADSP") shall be determined and allocated in accordance with the requirements of Section 338(h)(10) of the Code and the Treasury Regulations thereunder. Purchaser shall provide the Seller with one or more schedules allocating the Share Purchase Price and the MADSPs.  Seller agrees to accept and be bound by the determination of U.S. Newco if such determination and allocation is reasonable.  If the Seller delivers an objection in writing to such determination and allocation, as unreasonable in whole or in part, the parties shall attempt to mutually agree on an allocation.  If the parties are unable to agree, the dispute shall be referred to the Tax Arbitrator whose determination shall be binding upon the parties.  The Seller agrees, and

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Purchaser agrees to cause U.S. Newco to agree, to prepare and file an Internal Revenue Service Form 8023-A in a timely fashion in accordance with the rules under Section 338 of the Code and the following:  prior to Closing, Purchaser shall, or shall cause U.S. Newco to, prepare, with the assistance and cooperation of the Seller, the Form 8023-A with all attachments (except that the schedule required under Section E. Lines 7 and 8 of the Instructions to the Form 8023-A (relating to the determination and allocation of the MADSP) may be finalized after the Closing in accordance with this Section 8.8) and Purchaser shall deliver, or cause U.S. Newco to deliver, an executed original of such form to Seller at the Closing.  To the extent that the Share Purchase Price or any MADSP is adjusted after the Closing Date, the parties agree to revise and amend the schedule or schedules and the Internal Revenue Service Form 8023-A in the same manner and according to the same procedure as the original schedules and form are to be prepared pursuant to this Section 8.8.  The determination and allocations derived pursuant to this section shall be binding on the Seller, Purchaser and U.S. Newco for all Tax reporting purposes.

                 8.9  Purchaser's Claiming, Receiving or Using of Refunds and Overpayments.  If, after the Closing, Purchaser or any of its affiliates (i) receive any refund (other than through the application of net operating losses, tax credits, or other tax attributes generated after the Closing) or identify any overstatement of a tax liability reflected on the Closing Balance Sheet to the extent reflected as a current liability, or (ii) utilize the benefit of any tax assets (including any prepayment or overpayment of Taxes) (except to the extent reflected on the Closing Balance Sheet as a current asset) which, in either case (i) and (ii), relates to a Tax period with respect to which the Seller has an obligation to indemnify Purchaser under Section 8.2(a) or any amount paid by Seller or any of its subsidiaries, Purchaser shall promptly transfer, or cause to be transferred, to the Seller the amount of the refund, overpayment or excess accrued amount (including interest) received or utilized by Purchaser or its affiliates net of any tax cost to Purchaser or its affiliates arising therefrom.  Purchaser agrees to use reasonable efforts to claim any such refund or to utilize any such overpayments of which it becomes aware.

                 8.10  Termination of Tax Allocation Agreements.  Any agreement or arrangement with respect to the allocation or sharing of Taxes, whether or not written, that may have been entered into by the Seller or any of its subsidiaries (other than the Sale Companies) with any of the Sale

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Companies shall be terminated as between the Seller (or any such subsidiary) and any such Sale Companies as of the Closing, and no further payments shall be made by any of the Sale Companies or the Seller (or any such subsidiary) pursuant thereto.

                 8.11  Assistance and Cooperation.  The parties agree that, after the Closing Date:

                 (A)  Each party shall assist (and cause its affiliates to

         assist) the other party in preparing any Tax Returns which such other

         party is responsible for preparing and filing;

                 (B)  The parties shall cooperate in preparing for any audits

         of, or disputes with taxing authorities regarding, any Tax Returns and

         payments in respect thereof;

                 (C)  The parties shall make available to each other and to any

         taxing authority as reasonably requested all relevant Records relating

         to Taxes;

                 (D)  Each party shall provide timely notice to the other in

         writing of any pending or proposed audits or assessments with respect

         to Taxes for which the other may have an indemnification obligation

         under this Agreement;

                 (E)  Each party shall furnish the other with copies of all

         relevant correspondence received from any taxing authority in

         connection with any audit or information request with respect to any

         Taxes referred to in subsection (D) above;

                 (F)  Except as otherwise provided herein, the party requesting

         assistance or cooperation shall bear the other party's out-of-pocket

         expenses in complying with such request to the extent that those

         expenses are attributable to fees and other costs of unaffiliated

         third-party service providers;

                 (G)  Each Sale Company shall make all claims, disclaimers

         and elections necessary to give full effect to any matters taken into

         account in preparing the Closing Balance Sheet and included in any Tax

         Return relating in whole or in part to pre-Closing periods within the

         appropriate time limitations; and

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                 (H)   If Seller has been informed as provided for in this

         Agreement of a dispute with the French tax authorities relating to a

         Tax liability for which Seller would be liable hereunder and requests

         deferral of payment in the context of a tax reassessment within the

         meaning of Article L-277 for the Fiscal Procedure Book (Livre de

         Procedures Fiscales), then the setting up of guarantees referred to in

         said article shall be borne entirely by the Seller.

                 8.12  Maintenance of Books and Records.  Until the applicable statute of limitations (including, to the extent the Seller notifies Purchaser, periods of waiver) has run for any Tax Returns filed or required to be filed covering the periods up to and including the Closing  Date, Purchaser shall retain all Records in existence on the Closing Date and after the Closing Date will provide the Seller access to such Records for inspection and copying by the Seller and its representatives during normal business hours upon reasonable request and upon reasonable notice.  After the expiration of such period, Seller may request that such Records be delivered to Seller, after which Purchaser shall cause such Records to not be destroyed and to be delivered to Seller.

                 8.13  Characterization of Indemnification Payments.  All amounts paid by the Seller to Purchaser or by Purchaser to the Seller pursuant to this Agreement shall be treated as adjustments to the Share Purchase Price for all Tax purposes.

                 8.14  Computation of Losses Subject to Indemnification.  The amount of any Loss for which indemnification is provided under this Agreement shall be computed net of the present value of any marginal Tax benefit or savings realized by the party seeking indemnification or any of its Indemnified Parties with respect to such Loss.

                 8.15  Resolution of Calculation Disputes.  In the event that the Seller and Purchaser cannot agree on any calculation or determination required with respect to any matter covered by Section 3.1(q) or this Article VIII, the dispute shall be resolved by KPMG Peat Marwick (or if not independent or available, another accounting firm of international reputation mutually agreed to by Seller and Purchaser (the "Tax Arbitrator"), acting as an expert and not as an arbitrator, whose decision shall be final and binding and whose expenses shall be shared equally by the Seller and Purchaser.

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                                   ARTICLE IX

                           MISCELLANEOUS AND GENERAL

                 9.1  Payment of Expenses.  Whether or not the purchase and sale of Shares shall be consummated, each party hereto shall, except as set forth in Section 6.1 and 7.1 hereof, pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the transactions contemplated hereby.  Unless this agreement has been terminated in accordance with the terms hereof, the Seller shall not cause any of the Sale Companies to pay for or otherwise become liable for any such expenses required to be paid by the Seller pursuant to the preceding sentence.

                 9.2  Registration Under the Restrictive Trade Practices Act 1976.  Any provision of this Agreement by virtue of which it (or any agreement or arrangement of which it forms part) is subject to registration under the Restrictive Trade Practices Acts 1976 and 1977 (the "Acts") shall not take effect until the day next following that upon which the required particulars of this Agreement have been furnished to the Director General of Fair Trading in accordance with the requirements of those Acts.

                 9.3  Survival.  The representations and warranties made or deemed made herein or in any certificate or other writing delivered pursuant hereto (other than the representations and warranties of the Seller contained in Section 3.1(a), (b), (c), (g), (q), (s) and (w) hereof) shall terminate 18 months after the Closing Date; the representations and warranties of the Seller under Section 3.1(q) hereof shall terminate six months after the expiration of the applicable statutes of limitations; the representations and warranties of the Seller under Section 3.1(g) hereof shall terminate 12 months after the Closing  Date; the representations and warranties of the Seller under Section 3.1(s) hereof shall terminate 3 years after the Closing Date; the representations and warranties of the Seller under Section 3.1(w) hereof shall terminate 6 years after the Closing Date; and the representations and warranties of the Seller under Sections 3.1(a), (b) and (c) hereof shall survive without any time limitation.

                 9.4  Modification and Amendment.  Subject to applicable law, at any time prior to the Closing Date, the parties hereto may modify or amend this Agreement, by written agreement between the Seller and Purchaser.

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                 9.5  Counterparts.  For the convenience of the parties hereto, this Agreement may be executed in any number of counterparts, each such counterpart being deemed an original instrument and all such counterparts shall together constitute the same agreement.

                 9.6  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                 9.7  Arbitration; Submission to Jurisdiction.  Other than as set forth in Section 2.2 and Article VIII, the parties agree that any dispute relating to the interpretation, performance or breach of this Agreement or of the Confidentiality Agreement shall be determined by arbitration, such arbitration to be conducted in the City of New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and the Supplementary Procedures for International Commercial Arbitration, except as provided herein.  Any party seeking arbitration shall serve on the other party, with the demand for arbitration, the name of an arbitrator selected by the demanding party; the other party shall serve on the demanding party, with its answer to the demand, the name of an arbitrator selected by such party; the two arbitrators so selected shall themselves select a third arbitrator who may be, but need not be, from a panel proposed by the AAA.  The arbitrators shall award to the prevailing party the costs of the arbitration, including the fees of the AAA, the arbitrators and counsel fees of the prevailing party.  Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.  In the event that, the foregoing provisions of this Section 9.7 notwithstanding, any legal proceeding shall be brought by either of the parties hereto, each party hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

                 9.8  Notices.  Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, or by

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facsimile, if to the Seller, at Alumax Inc., 5655 Peachtree Parkway, Norcross, Georgia 30092-2812, facsimile number (770) 246-6641, Attention:  Senior Vice President and Chief Financial Officer (with copies to Alumax Inc., 5655 Peachtree Parkway, Norcross, Georgia 30092-2812, facsimile number (770) 246-6660, Attention:  Vice President and General Counsel, and to Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, facsimile number (212) 558-3588, Attention:  Robert M. Thomas, Jr., Esq.), and if to Purchaser, addressed to Purchaser, c/o Citicorp Venture Capital, Ltd., 399 Park Avenue, 14th Floor, New York, New York 10043, facsimile number (212) 888-2940, Attention: Joseph M. Silvestri (with a copy to Kirkland & Ellis, Citicorp Center, 153 East 53rd Street, New York, New York 10022, facsimile number (212) 446-4900, Attention:  Kirk A. Radke, Esq.), or to such other persons or addresses as may be designated in writing by the party to receive such notice. Any such notice shall be deemed given when actually received by the party to whom notice is being given, when receipt is confirmed by telephone or answer back of any notice given by telecopier, or on the fifth day after mailing by registered or certified mail.

                 9.9  Entire Agreement.  This Agreement, including the Exhibits, Annexes and Schedules hereto (each of which are intended to be and are specifically incorporated by reference herein and made a part hereof) and the documents, certificates and instruments referred to herein, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof; provided that the Confidentiality Agreement shall remain in full force and effect until the Closing Date.

                 9.10  Assignment.  This Agreement and the rights hereunder shall not be assignable or transferable by Purchaser or the Seller (including by operation of law in connection with a merger or sale of substantially all the assets) without the prior written consent of the other party hereto. Notwithstanding the foregoing, Purchaser may assign its rights to purchase the Shares hereunder to any subsidiary of Purchaser or other entity controlled by, controlling or under common control with Purchaser, without the prior written consent of the Seller, provided that no such assignment shall, except as otherwise consented to in writing by Seller, limit or affect Purchaser's obligations hereunder and all references to Purchaser hereunder shall be deemed to also include the party to which Purchaser has assigned its right to purchase the Shares hereunder.

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Purchaser may assign its rights under this Agreement to any subsequent purchaser of all (but not less than all) of (i) the U.S. Sale Companies and/or (ii) the European Sale Companies, or in connection with the pledge of the Shares or the rights under this Agreement as collateral in connection with the financing (or refinancing) of the purchase of the Shares hereunder (but such rights shall be subject to the terms and provisions of this Agreement and the rights of the Seller hereunder, including without limitation any defenses and counterclaims that the Seller may assert as against the Purchaser in respect of any claims made under this Agreement by any such assignee), provided that any person or entity who takes title to any of the Shares pursuant to this sentence shall agree in writing with the Seller to be bound by this Agreement and to perform all its obligations hereunder as fully as if such person or entity were the Purchaser hereunder.  This Agreement shall be binding upon and inure to the benefit of the respective successors, heirs, executors and other legal representatives and permitted assigns of the parties hereto.

                 9.11  Captions.  The Article, Section and Paragraph captions herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

                 9.12  Further Assurances.  From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, whether before or after the Closing, the Seller shall transfer or cause to be transferred to the Sale Companies all assets and property held by the Seller or any of its subsidiaries other than the Sale Companies that Seller determines, acting in good faith, are principally used in the business of the Sale Companies and the Purchaser shall transfer or cause to be transferred to the Seller and its subsidiaries other than the Sale Companies all assets and property held by the Sale Companies that Purchaser determines, acting in good faith, are principally used in the business of the Seller and its subsidiaries other than the Sale Companies.

                 9.13  Injunctive Relief.  The parties agree and acknowledge that it will be impossible to measure in money

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the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law.  Any such party shall, therefore, in addition to any other remedies available under applicable law, be entitled to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

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                 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of Purchaser and the Seller, on the date first hereinabove written.

                                        EURAMAX INTERNATIONAL, LTD.

                                        By:   /s/ Joseph Silvestri

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

                                           Name:  Joseph Silvestri

                                           Title: Director

                                        ALUMAX INC.

                                        By:   /s/ R.P. Wolf

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

                                           Name:  R.P. Wolf

                                           Title: Vice President

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EX-2.2

   1

                                                                EXHIBIT 2.2

                 FIRST AMENDMENT, dated as of September 25, 1996 (the "First Amendment"), to the PURCHASE AGREEMENT, dated as of June 24, 1996 (the "Purchase Agreement"), by and between Euramax International, Ltd., a corporation organized under the laws of England and Wales ("Purchaser"), and Alumax Inc. ("Seller"), a Delaware corporation and the sole stockholder of each of Alumax Fabricated Products, Inc., a Delaware corporation, Alumax Holdings Limited, a corporation organized under the laws of England and Wales and Alumax Europe BV, a corporation organized under the laws of the Netherlands.

                                    RECITALS

                 WHEREAS, upon the terms and subject to the conditions of the Purchase Agreement, Purchaser desires to purchase or cause certain of its direct or indirect wholly-owned subsidiaries to purchase, and the Seller desires to sell, directly or, in the case of the Alumax France Shares (as defined in the Purchase Agreement), through Holdings S.A.  (as defined in the Purchase Agreement), the Shares (as defined in the Purchase Agreement); and

                 WHEREAS, Purchaser and the Seller desire to amend certain terms set forth in the Purchase Agreement pursuant to Section 9.4 of the Purchase Agreement which permits the amendment thereof by written agreement.

                 NOW, THEREFORE, in consideration of the premises, and of the respective representations, warranties, covenants and agreements set forth herein, the parties hereto hereby agree as follows:

                 1.       DEFINITIONS.  All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

                 2.       AMENDMENT.

                 2.1.     EURAMAX INTERNATIONAL PLC.  The Preamble of the Purchase Agreement is hereby amended by deleting the phrase "Euramax International, Ltd." and replacing it with "Euramax International plc," by deleting the phrase "Alumax Fabricated Products, Inc." and replacing it with "Amerimax Fabricated Products, Inc.," by deleting the phrase "Alumax Holdings Limited" and replacing it with "Euramax Holdings, Limited," and by deleting the phrase "Alumax Europe BV" and replacing it with "Euramax Europe BV."

                                     -1-

   2

                 Any reference to Euramax International, Ltd. hereafter shall be deemed to refer to Euramax International plc in (i) the Purchase Agreement and the Exhibits and Schedules thereto and (ii) the following agreements executed in connection with the Purchase Agreement:  (a) Escrow Agreement, dated June 24, 1996, by and between Euramax International, Ltd. and Alumax Inc., (b) Letter Agreement, dated June 24, 1996, from Alumax Inc. to Euramax International, Ltd. relating to the Alumax Incentive Compensation Plan bonus and retention bonus, (c) Letter Agreement, dated June 24, 1996, to Alumax Inc. from Euramax International, Ltd. relating to Wheels, Inc. and (d) Letter Agreement, dated June 24, 1996, to Alumax Inc. from Euramax International, Ltd. relating to an option of the Purchaser to amend certain terms of the Purchase Agreement (collectively, the "Letter Agreements").  Except where the context otherwise requires, any reference to the name "Alumax" as part of the corporate name of any U.S. Sale Company shall be deemed to refer to "Amerimax" and any such reference as part of the corporate name of any European Sale Company shall be deemed to refer to "Euramax" in (i) the Purchase Agreement and the Exhibits and Schedules thereto and (ii) the Letter Agreements.

                 2.2.  ALUMAX HOLDINGS SHARES AND ALUMAX FRANCE SHARES.

         (A).  Section 1.1 of the Purchase Agreement is amended by deleting in

         its entirety clause (a) thereof and replacing it with "(a) the Seller

         agrees to sell, transfer and assign to a newly formed wholly owned

         subsidiary of Purchaser to be organized under the laws of England and

         Wales ("U.K. Newco"), and Purchaser agrees to cause U.K. Newco to

         purchase, all right, title and interest in and to the Alumax Holdings

         Shares,".  Section 1.1 of the Purchase Agreement is further amended by

         deleting the phrase ("U.S. Newco" and, collectively with Dutch Newco

         and French Newco, the "Subsidiary Purchasers") and replacing it with

         "("U.S. Newco" and, collectively with U.K. Newco, Dutch Newco and

         French Newco, the "Subsidiary Purchasers")".

         (B).  Section 1.1 of the Purchase Agreement is hereby amended by

         deleting from clause (c) the following phrase: "upon consummation of

         the transactions described in clause (b) of this Section 1.1 and in

         Section 1.4(e) hereof,".

         (C).  Section 1.4(b) of the Purchase Agreement is hereby amended by

         deleting the phrase "other than

                                     -2-

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         Holdings S.A." and replacing it with "including Holdings S.A.".

         (D).  Section 1.4(d) of the Purchase Agreement is hereby

         deleted in its entirety.

                 2.3.  CLOSING.  Section 1.2 of the Purchase Agreement is hereby amended by deleting clause (a) in its entirety and replacing it with the following:  "by the close of business on September 25, 1996."

                 2.4.  HOME PRODUCTS.  Section 1.4(a) of the Purchase Agreement is hereby amended by deleting the phrase "Euramax Home Products, Inc." and replacing it with "Amerimax Home Products, Inc."

                 Any reference to Euramax Home Products, Inc. in (i) the Purchase Agreement and the Exhibits and Schedules thereto and (ii) the Letter Agreements hereafter shall be deemed to refer to Amerimax Home Products, Inc.

                 2.5.  INTERIM OPERATION OF THE SALE COMPANIES.  Section 4.1 (i) of the Purchase Agreement shall be amended by deleting the "and" before the "(B)" and replacing it with a comma, and by the addition of the following phrase at the end thereof:  " and (C) changes in the objects clauses of the articles of association of Alumax Europe and the Alumax Europe Subsidiary to permit the granting of guarantees, pledges of securities and security interests."

                 2.6.  TERMINATION.  Section 6.1(a) of the Purchase Agreement is hereby amended by deleting the phrase "the date which is 90 days from and after the date hereof" in clause (iii) and replacing it with "by September 25, 1996."

                 2.7.  FRENCH TAX YEAR.  The first sentence of Section 8.4(a) is hereby amended by deleting the phrase "the taxable years of each Sale Company shall be closed" and replacing it with the phrase "the taxable years of each Sale Company (other than the French Companies) shall be closed."  The second sentence of Section 8.4(a) is hereby amended by deleting the phrase "the taxable years of the European Sale Companies to close" and replacing it with the phrase "the taxable years of the European Sale Companies (other than the French Companies) to close."

                 2.8.  ASSET PURCHASE AGREEMENT.  Exhibit A (Asset Purchase Agreement) to the Purchase Agreement shall be deleted and replaced in its entirety by the form attached hereto as Exhibit A.

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                 2.9.  FORM OF DISTRIBUTION AGREEMENT.  Exhibit E (Form of Distribution Agreement) to the Purchase Agreement shall be deleted and replaced in its entirety by the form attached hereto as Exhibit E.

                 2.10.  SCHEDULES.  The following Schedules to the Purchase Agreement are hereby amended as follows:

         (A).  Any reference in the Schedules to "3rd Floor, 40 Clifton Street,

         Uxbridge" shall hereinafter be deemed to refer to "3rd Floor, 40

         Clifton Street, London."

         (B).  Schedule 3.1(d)(ii) (Required Consents) to the Purchase

         Agreement is hereby amended by adding the following at the end

         thereof:

                 9.       Truck Lease and Service Agreement, dated as of

                          December 7, 1989, between Ryder Truck Rental, Inc.

                          and Alumax Aluminum Corporation, Home Products

                          Division.

                 10.      Software License Agreement, dated as of May 25, 1990,

                          by and between Xerox Corporation and Alumax

                          Home Products, as amended by Special Transitions

                          Amendment to MDIS Chess Platform - Independent

                          Software License Agreement between McDonnell

                          Information Systems, Incorporated and Alumax Home

                          Products Division, Alumax Aluminum Corporation,

                          entered into as of May 22, 1995.

         (C).  Schedule 3.1(p) (Material Contracts) to the Purchase Agreement

         is hereby amended by adding the following on page 11 thereof after

         "Euramax Home Products, Inc. . . . Private Label Agreement dated as of

         March 20, 1996 by and between Alumax Aluminum Corporation, Home

         Products Division and Geocel Corporation":

                                     -4-

   5

Amerimax Home Products,                                Truck Lease and Service Agreement dated as of

Inc.                                                   December 7, 1989 between Ryder Truck Rental,

                                                       Inc. and Alumax Aluminum Corporation, Home

                                                       Products Division, as amended by the Amendment

                                                       to Truck Lease and Service Agreement, dated

                                                       December 8, 1989, by and between Ryder Truck

                                                       Rental, Inc. and Alumax Aluminum Corporation,

                                                       Home Products Division.

Amerimax Home Products,                                Software License Agreement, dated as of May

Inc.                                                   25, 1990, by and between Xerox Corporation and

                                                       Alumax Home Products, as amended by Special

                                                       Transition Amendment to MDIS Chess Platform -

                                                       Independent Software License Agreement between

                                                       McDonnell Information Systems, Incorporated

                                                       and Alumax Home Products Division, Alumax

                                                       Aluminum Corporation, entered into as of May

                                                       22, 1995.

Alumax Appliance &                                     Reciprocal Non-Disclosure Agreement dated as

Specialty Products, Inc.                               of June 11, 1996 by and between Alumax

                                                       Appliance & Specialty Products, Inc. and

                                                       Intelledge Corporation

         (D).  Schedule 3.1(k) (Intellectual Property) to the Purchase

         Agreement shall be deleted and replaced in its entirety by the form

         attached hereto as Schedule 3.1(k).

         (E).  Schedule 4.15(a) (List of Bank Accounts) to the Purchase

         Agreement shall be deleted and replaced in its entirety by the form

         attached hereto as Schedule 4.15(a).

         (F).  All references to Schedule 4.15(b) (Aggregate Balances in Bank

         Accounts) in the Purchase Agreement

                                     -5-

   6

         shall be deemed to refer to the schedule attached hereto as

         Schedule 4.15(b).

         (G).  Schedule 5.2(l) (Intellectual Property to be Assigned) to the

         Purchase Agreement shall be deleted and replaced in its entirety by

         the form attached hereto as Schedule 5.2(l).

                 2.11.  CERTAIN GUARANTEES, ETC.  Notwithstanding the disclosure as to the Seller's intent to terminate the contracts listed under Schedule 3.1(g) (Liabilities) and Schedule 4.1 (Terminated Guarantees and Obligations) to the Purchase Agreement, the parties agree that the contracts listed as numbers 3, 4 and 6 on Schedule 3.1(g) and as numbers 2, 3 and 5 on Schedule 4.1 shall not be terminated but shall remain in full force and effect on the Closing Date.  The Seller hereby confirms that the obligations under such contracts do not constitute indebtedness for borrowed money or guarantees of indebtedness for borrowed money.  The parties further agree that for purposes of the definition of "Funded Debt" in Section 2.1 of the Purchase Agreement, the obligations under such contracts shall not be taken into account in the calculation of Funded Debt for any purpose under Article II of the Purchase Agreement.

                 2.12.  PURCHASE PRICE.

         (A).  The payment of the Initial Purchase Price shall be (i) increased

         by an amount equal to (x) US $27,615, representing reimbursement for

         compensation provided to and expenses of Scott Vansant, and (y) US

         $2,900, representing reimbursement with respect to fees and expenses

         of DeBrauw Blackstone Westbroek in connection with work performed at

         the request of Purchaser with respect to amendments of the articles of

         association of the Dutch Sale Companies, and (ii) decreased by an

         amount equal to US $135,000, representing one-half (1/2) of the amount

         estimated by Purchaser to be the amount of the stock transfer tax

         required to be paid in the Netherlands and the United Kingdom in

         connection with the sale of the Alumax Europe Shares and the Alumax

         Holdings Shares under the Purchase Agreement.

         (B).  The Seller shall in good faith promptly prepare a final invoice

         setting forth the actual compensation provided to and expenses of

         Scott Vansant by the Seller on and after July 29, 1996.  If the amount

         shown on the final invoice exceeds US $27,615, Purchaser shall pay the

         amount of such excess to the Seller, and if US $27,615 exceeds the

         amount shown on the final invoice, the Seller shall pay the amount of

         such excess to

                                     -6-

   7

         Purchaser, in either case within ten business days of the receipt of

         the final invoice in immediately available funds.

         (C).  The Seller shall provide Purchaser with a copy of the bill or

         other statement reflecting the fees and expenses referred to in

         Section 2.12(a)(i)(y) hereof within ten business days of receipt

         thereof by the Seller.  If the amount shown on the bill or other

         statement exceeds US $2,900, Purchaser shall pay the amount of such

         excess to the Seller, and if US $2,900 exceeds the amount shown on the

         bill or other statement, the Seller shall pay the amount of such

         excess to Purchaser, in either case within ten business days of the

         receipt of the bill or other statement in immediately available funds.

         (D).  Purchaser shall pay on or prior to the date when due the stock

         transfer taxes referred to in Section 2.12(a)(ii) and shall within ten

         business days of such payment provide the Seller with receipts or

         other documentary evidence of such payments.  If the amount shown on

         the receipts or other documentary evidence exceeds US $135,000,

         Purchaser shall pay the amount of such excess to the Seller, and if US

         $135,000 exceeds the amount shown on the receipts or other documentary

         evidence, the Seller shall pay the amount of such excess to Purchaser,

         in either case within ten business days of the receipt of the receipts

         or other documentary evidence in immediately available funds.

         (E).  In the event of any dispute with respect to the adjustments

         contemplated by paragraphs (b), (c) and (d) above, such dispute shall

         be resolved in conjunction with the determination of the Final

         Purchase Price in accordance with the procedures set forth in Section

         2.2 of the Purchase Agreement (including, if necessary, through the

         arbitration procedures provided for therein).

                 2.13.  WHEELS, INC. LEASE.  Notwithstanding the terms and provisions of the Letter Agreement, dated as of June 24, 1996, between Purchaser and the Seller with respect to the Lease Agreement, dated June 17, 1994, by and between Wheels Inc. and the Seller (the "Lease Agreement"), Purchaser agrees and acknowledges that such Lease Agreement will not be assignable, transferable or otherwise available to Purchaser and that all of the employees of the Sale Companies in possession of any vehicles leased under such Lease Agreement will be caused to deliver possession of such vehicles on the date hereof to the Seller or any designee of

                                     -7-

   8

the Seller at such location as the Seller may reasonably specify.  In the event that any such vehicles are not so returned on the date hereof, Purchaser shall cause the Sale Companies to direct their employees to deliver any unreturned vehicles promptly at the locations specified in accordance with the immediately preceding sentence or to such other locations as the Seller may notify Purchaser in writing.

                 3.       COUNTERPARTS.  For the convenience of the parties hereto, this First Amendment may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

                 4.       PURCHASE AGREEMENT.  Except as herein expressly amended, the Purchase Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.  All references to the Purchase Agreement shall mean such Agreement as amended hereby and as may in the future be amended, restated, supplemented or modified from time to time.

                 5.       GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                     -8-

   9

                 IN WITNESS WHEREOF, this First Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first hereinabove written.

                                           EURAMAX INTERNATIONAL PLC

                                           By:  /s/  Joseph M. Silvestri  

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

                                              Name:

                                              Title:

                                           ALUMAX INC.

                                           By:  /s/  R.P. Wolf            

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

                                              Name:  R.P. Wolf

                                              Title: Vice President

                                     -9-

EX-3.1

Exhibit 3.1

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:49 PM 06/23/2005
FILED 12:41 PM 06/23/2005
SRV 050524390 – 3990150 FILE

CERTIFICATE OF INCORPORATION

OF

EURAMAX NEWCO, INC.

ARTICLE ONE

The name of the corporation is Euramax Newco, Inc. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is: The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total numberof shares of stock which the Corporation has authority to issue is One Thousand (1,000) shares of Common Stock, par value one cent ($0.01) per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
R. Scott Vansant	c/oEuramax International, Inc.
	5445 Triangle Parkway, Suite 350
	Norcross, GA 30092
	U.S.A.

ARTICLE SIX

The Corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation. Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the Stateof Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affectanyright or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE TEN

The Corporation expressly elects not to be governed by §203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

2

I, THE UNDERSIGNED, being the sols incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 23rd day ofJune, 2005.

/s/ R. Scott Vansant

R. Scott Vansant, Sole Incorporator

3

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:08 AM 06/29/2005
FILED 10:12 AM 06/29/2005
SRV 050540738 – 3990150 FILE

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

EURAMAX NEWCO, INC.

Pursuant to the provision of Section 242 of the General corporation Law of the State of Delaware (the “DGCL”), Euramax International, Inc. (the “Corporation”) hereby certifies as follows:

FIRST: The name of the Corporation is “Euramax Newco, Inc.”

SECOND: The certificate of incorporation of the Corporation is hereby amended as follows:

The FIRST article is hereby deleted and restated in its entirety as follows:

“FIRST: The name of the Corporation is Euramax International, Inc.”

THIRD: The foregoing amendment to the Certificate was duly adopted in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of this 29th day of June, 2005.

/s/ R. Scott Vansant

By: R. Scott Vansant

Title: Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:14 PM 12/23/2010
FILED 12:48 PM 12/23/2010
SRV 101228893 – 3990150 FILE

CERTIFICATE OF MERGER
OF
EURAMAX RECEIVABLES, LLC
(a Delaware limited liability company)
WITH AND INTO
EURAMAX INTERNATIONAL, INC.
(a Delaware corporation)

Pursuant to the provisions of Section 264 of the Delaware General Corporation Law, Euramax International, Inc. submits the following Certificate of Merger for filing and certifies that:

1.The name and jurisdiction of formation of each entity which is to merge are:

Name	Jurisdiction
Euramax Receivables, LLC	Delaware
Euramax International, Inc.	Delaware

2.An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each entity which is to merge, in accordance with Section 264 of the Delaware General Corporation Law.

3.The name of the surviving domestic entity is Euramax International, Inc.

4.The Certificate of Incorporation of Euramax International, Inc. as it exists immediately prior to the merger shall, from and after the merger, be the Certificate of Incorporation of the surviving corporation of the merger, until duly amended as provided therein and by applicable law.

5.The merger shall be effective at 11:55 p.m. EST on December 31, 2010.

6.The Agreement and Plan of Merger is on file at the principal place of business of the surviving entity, which is located at 5445 Triangle Parkway NW, Suite 350, Norcross, GA 30092.

7.A copy of the Agreement and Plan of Merger will be furnished by Euramax International, Inc., on request and without cost, to any stockholder or member of any entity which is to merge.

[Signature on following page]

IN WITNESS WHEREOF, Euramax International, Inc. has caused this Certificate of Merger to be executed by a duly authorized officer this 22nd day of December 2010.

EURAMAX INTERNATIONAL, INC.
By:	/s/ Mitchell B. Lewis
	Name: Mitchell B. Lewis
	Title: CEO

2

EX-3.2

Exhibit 3.2

BY-LAWS

OF

EURAMAX INTERNATIONAL, INC.

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings.An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2. Special Meetings. Special meetings of stockholders maybe called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.

Section 3. Place of Meetings.Theboard of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies.Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take tire corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be seven (7). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons

participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent.Unlessotherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and may consist of a president, any number of vice presidents, a secretary, and a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. President. The president shall be the chief executive officer of the corporation; shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 7. Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors or president may, from time to time, prescribe.

Section 9. The Chief Financial Officer and Assistant Treasurers. The chief financial officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered

by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the chief financial officer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of chief financial officer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the chief financial officer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the chief financial officer, perform the duties and exercise the powers of the chief financial officer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors or the president may, from time to time, prescribe.

Section 10. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided,

however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director, officer, employee, fiduciary or agent of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director, officer, employee, fiduciary or agent. If a determination (as defined in the General Corporation Law of the State of Delaware) by the corporation that the director, officer, employee, fiduciary or agent is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director, officer, employee, fiduciary or agent in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation, It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance.The corporationmay purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents.Personswho are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation.Forpurposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president, or a vice-president and the secretary or any assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the

corporation or its employee, the signature of the president, any vice-president, secretary, or any assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place to business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 7. Subscriptions for Stock.Unlessotherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISION

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders.All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting securitiesOwned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or

confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

ARTICLE IX

CERTAIN BUSINESS COMBINATIONS

The corporation, by the affirmative vote (in addition to any other vote required by law or the certificate of incorporation) of its stockholders holding a majority of the shares entitled to vote, expressly elects not to be governed by Section 203 of the General Delaware Corporation Law of the State of Delaware, provided that the amendment of the by-laws adopting this election (a) shall not become effective until September 3, 2000 and (b) shall not apply to any business combination (as defined in said Section 203) between the corporation and any person who became an interested stockholder (as defined in said Section 203) of the corporation on or prior to September 3, 1999.

EX-3.3

Exhibit 3.3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/06/1999

991520034 – 3092491

CERTIFICATE OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

EURAMAX INTERNATIONAL, INC.

Under sections 241 & 245 of the General Corporation Law of Delaware

R. Scott Vansant, being the duly elected Secretary of Euramax International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. That the Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 3, 1999 (the “Certificate of Incorporation”).

2. That the Board of Directors of the Corporation, pursuant to Sections 241, 245 of the General Corporation Law of the State of Delaware, adopted resolutions authorizing the Corporation to amend, integrate and restate the Certificate of Incorporation of the Corporation in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the “Amended and Restated Certificate”).

3. That the Corporation has not received any payment for any of its stock.

IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury and has executed this Certificate this 6th day of November 1999.

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Secretary

EXHIBIT A

ARTICLE ONE

The name of the corporation is Euramax International, Inc. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the Corporation has authority to issue is 60,000,000 shares, consisting of:

(i) 55,000,000 shares of Class A voting Common Stock, par value one cent ($0.01) per share (the “Class A Common”); and

(ii) 5,000,000 shares of Class B restricted voting Common Stock, par value one cent (S0.01) per share (the “Class B Common”).

The Class A Common and the Class B Common are hereafter collectively referred to as “Common Stock”.

Except as otherwise provided in this Article 4 or as otherwise required by applicable law, all shares of Class A Common and Class B Common shall be identical in all respects and shall entitle the holders thereof to the same rights, preferences and privileges, subject to the same qualifications, limitations and restrictions, as set forth herein.

Section 4.1. Voting Rights.

Except as otherwise provided in this Article 4 or as otherwise required by applicable law, the holders of Class A Common shall be entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders, and the holders of Class B Common shall have shall be entitled to one vote per ten (10) shares held on any matters to be voted on by the Corporation’s stockholders; provided, that the holders of the Class B Common shall have the right to vote as a separate class on any merger or consolidation of the Corporation with or into another entity or entities, or any recapitalization or reorganization, in which shares of Class B Common would receive or be exchanged for consideration different on a per share basis from the consideration received with respect to or in exchange for shares of Class A Common or would otherwise be treated differently from shares of Class A Common, except that shares of Class B Common may, without such a separate class vote, receive or be exchanged for voting securities (except as otherwise required by law) with voting restrictions identical to that of the Class B Common and which are otherwise identical on a per share basis in amount and form to the voting securities received with respect to or in exchange for the Class A Common so long as (i) such restricted voting securities are convertible into voting securities on the same terms as the Class B Common is convertible into Class A Common and (ii) all other consideration is equal on a per share basis.

Section 4.2. Dividends.

As and when dividends are declared or paid with respect to shares of Common Stock whether in cash, property or securities of the Corporation, the holders of Class A Common and the holders of Class B Common shall be entitled to receive such dividends pro rata at the same rate per share of each class of Common Stock; provided, that (i) if dividends are declared or paid in shares of Class A Common or Class B Common, the dividends payable in shares of Class A Common shall be payable to holders of Class A Common and the dividends payable in shares of Class B Common shall be payable to holders of Class B Common and (ii) if the dividends consist of other voting securities of the Corporation, the Corporation shall make available to each holder of Class B Common, at such holder’s request, dividends consisting of voting securities (except as otherwise required by law) of the Corporation with voting restrictions identical to that of the Class B Common and which are otherwise identical to the voting securities and which are convertible into such voting securities on the same terms as the Class B Common is convertible into the Class A Common.

Section 4.3. Liquidation.

The holders of the Class A Common and the holders of the Class B Common shall be entitled to participate pro rata at the same rate per share of each class of Common Stock in all distributions to the holders of the Common Stock in any liquidation, dissolution or winding up of the Corporation.

Section 4.4. Conversion.

(A)(i) Each share of Class B Common shall be convertible into one share of Class A Common, at any time and from time to time, at the option of the holder thereof. Any conversion of

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shares of Class B Common into shares of Class A Common pursuant to this paragraph (A)(i) shall be effected by the delivery to the Corporation at its principal executive office of the certificates representing shares to be converted, duly endorsed, together with written instructions that the shares are to be converted.

(ii) Each share of Class A Common shall be convertible into one share of Class B Common, at any time and from time to time, at the option of the holder thereof. Any conversion of shares of Class A Common into Class B Common pursuant to this Clause (A)(ii) shall be effected by the delivery to the Corporation at its principal executive office of the certificates representing shares to be converted, duly endorsed, together with written instructions that the shares are to be converted.

(iii) Promptly after the surrender of certificates and the receipt of such written instructions, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions (a) the certificate or certificates for the class of Common Stock issuable upon such conversion and (b) a certificate representing any Common Stock which was represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which was not converted.

(iv) The issuance of certificates upon conversion of either class of Common Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of such class of Common Stock.

(v) The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions pursuant to this Article, the full number of shares of Common Stock of each class from time to time issuable upon the conversion of all shares of Common Stock then outstanding and entitled to convert, and shall take all such action and obtain all such permits or orders as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately transmitted by the Corporation upon issuance). In addition, the Corporation shall also reserve and keep available such other securities and property as may from time to time be deliverable upon conversion of Common Stock and shall take all such action and obtain all such permits or orders as may be necessary to enable the Corporation lawfully to deliver such other securities and property upon conversion. So long as any shares of Common Stock shall be outstanding, the Corporation will take all corporate action necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock upon any conversion thereof.

(vi) Upon conversion, each converted share of Common Stock shall remain authorized, but unissued and available for issuance.

(vii) The Corporation shall not close its books against the transfer of Common Stock, or of Common Stock issued or issuable upon conversion of any other class of Common Stock, in any manner which would interfere with the timely conversion of such class of Common Stock. The

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Corporation shall assist and cooperate with any holder of Common Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of such class of Common Stock hereunder (including, without limitation, making any filings required to be made by the Corporation).

(B) Subdivisions and Combinations.

If shares of either class of Common Stock are subdivided or combined, then shares of both classes of Common Stock shall be so subdivided or combined.

(C) Regulated Stockholders.

The Corporation will not convert or directly or indirectly redeem, purchase, acquire or take any other action affecting outstanding shares of capital stock of the Corporation if such action will increase the percentage of outstanding voting securities owned or controlled by any Regulation Y Holder (as defined below) and its Affiliates (as defined below) (other than a Regulation Y Holder which waives in writing its rights under this Article), unless the Corporation gives written notice (the “Deferral Notice”) of such action to each Regulation Y Holder. The Corporation will defer making any such conversion, redemption, or purchase or other acquisition, or taking any such other action, for a period of 20 days (the “Deferral Period”) after giving the Deferral Notice to the Regulation Y Holder in order to allow each Regulation Y Holder to determine whether it wishes to convert or take any other action with respect to the Common Stock it owns, controls or has the power to vote, and if any Regulation Y Holder then elects to convert any shares of Class B Common then held by such Regulation Y Holder, such Person shall notify the Corporation in writing within 10 days of the issuance of the Deferral Notice, in which case the Corporation shall promptly notify from time to time prior to the end of such 20-day period each other Regulation Y Holder of each proposed conversion and effect the conversions requested by all Regulation Y Holders at the end of the Deferral Period.

(D) Defined Terms.

As used in this Article, the following terms shall have the meanings shown below:

(i) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purpose of the above definition, the term “control” (including with correlative meaning, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

(ii) “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

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(iii) “Regulation Y Holder” shall mean any stockholder of the Corporation that is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended, or a subsidiary thereof subject to Regulation Y under such Act

(E) Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

(F) Registration of Transfer.

The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of Common Stock. Upon the surrender of any certificate representing shares of any class of Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefore representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

(G) Notices.

All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

(H) Amendment and Waiver

No amendment or waiver of any provision of this Article 4 shall be effective without the prior approval of the holders of a majority of the then outstanding Class B Common voting as a separate class.

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ARTICLE FIVE

The Corporation is to have perpetual existence.

ARTICLE SIX

(A) Subject to the provisions of this Certificate of Incorporation and in furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is authorized to make, alter or repeal the by-laws of the Corporation, but only after the board of directors has obtained the written consent of stockholders holding at least 66 2/3% of the outstanding shares of Common Stock held by stockholders who qualify as Investors and Individual Investors (as such terms are defined in and pursuant to the terms of the Stockholders Agreement dated December 1999, (the “Stockholders Agreement”) by and among the Corporation and its stockholders.

ARTICLE SEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the Corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation. Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE EIGHT

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this Article 8 shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE NINE

The board of directors of the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation subject to the written consent of stockholders holding at least 66 2/3% of the outstanding shares of Common Stock held by stockholders who qualify as Investors and Individual Investors pursuant to the terms of the Stockholders Agreement and, in the case of Article Four, subject to the other provisions of this Certificate of Incorporation and of Section 8(a) of the Stockholders Agreement, in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

6

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:30 AM 10/23/2000

001531889 – 3092491

CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

EURAMAX INTERNATIONAL, INC.

(PURSUANT TO SECTION 242)

R. Scott Vansant, being the duly elected Secretary of Euramax International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. That the Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on. September 3, 1999 (the “Certificate of Incorporation”).

2. That the Corporation amended and restated its Certificate of Incorporation on and filed Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on December 6,1999 (the “Amended and Restated Certificate”).

3. That the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to effect a change in Article Four thereof; relating to the authorized shares of the Corporation, and the amended Article Four being attached to this Certificateas Annex 1.

IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury and has executed this Certificate this 20th day of October 2000.

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Secretary

ANNEX 1

ARTICLE FOUR

The total number of shares of stock which the Corporation has authority to issue is 1,200,000 shares, consisting of:

(i) 600,000 shares of Class A voting Common Stock, par value one cent ($0.01) per share (the “Class A Common”); and

(ii) 600,000 shares of Class B restricted voting Common Stock, par value one cent ($0.01) per share (the “Class B Common”).

The Class A Common and the Class B Common are hereafter collectively referred to as “Common Stock”.

Except as otherwise provided in this Article 4 or as otherwise required by applicable law, all shares of Class A Common and Class B Common shall be identical in all respects and shall entitle the holders thereof to the same rights, preferences and privileges, subject to the same qualifications, limitations and restrictions, as set forth herein.

Section 4.1 Voting Rights.

Except as otherwise provided in this Article 4 or as otherwise required by applicable law, the holders of Class A Common shall be entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders, and the holders of Class B Common shall have been entitled to one vote per ten (10) shares held on any matters to be voted on by the Corporation’s stockholders; provided, that the holders of the Class B Common shall have the right to vote as a separate class on any merger or consolidation of the Corporation with or into another entity or entities, or any recapitalization or reorganization, in which shares of Class B Common would receive or be exchanged for consideration different on a per share basis from the consideration received with respect to or in exchange for shares of Class A Common or would otherwise be treated differently from shares of Class A Common, except that shares of Class B Common may, without such a separate class vote, receive or be exchanged for voting securities (except as otherwise required by law) with voting restrictions identical to that of the Class B Common and which are otherwise identical on a per share basis in amount and form to the voting securities received with respect to or in exchange for the Class A Common so long as (i) such restricted voting securities are convertible into voting securities on the same terms as the Class B Common convertible into Class A Common and (ii) all other consideration is equal on a par share basis.

Section 4.2 Dividends.

As and when dividends are declared or paid with respect to shares of Common Stock, whether in cash, property or securities of the Corporation, the holders of Class A Common and

the holders of Class B Common shall be entitled to receive such dividends pro rata at the same rate per share of each class of Common Stock; provided, that (i) if dividends are declared or paid in shares of Class A Common or Class B Common, the dividends payable in shares of Class A Common shall be payable to holders of Class A Common and the dividends payable in shares of Class B Common shall be payable to holders of Class B Common and (ii) if the dividends consist of other voting securities of the Corporation, the Corporation shall make available to each holder of Class B Common, at such holder’s request, dividends consisting of voting securities (except as otherwise required by law) of the Corporation with voting restrictions identical to that of the Class B Common and which are otherwise identical to the voting securities and which are convertible into such voting securities on the same terms as the Class B Common is convertible into the Class A Common.

Section 4.3 Liquidation.

The holders of the Class A Common and the holders of the Class B Common shall be entitled to participate pro rata at the same rate per share of each class of Common Stock in all distributions to the holders of the Common Stock in any liquidation, dissolution or winding up of the Corporation.

Section 4.4 Conversion.

(A)(i) Each share of Class B Common shall be convertible into one share of Class A Common, at any time and from time to time, at the option of the holder thereof. Any conversion of shares of Class B Common into shares of Class A Common pursuant to this paragraph (A)(i) shall be effected by the delivery to the Corporation at its principal executive office of the certificates representing shares to be converted, duly endorsed, together with written instructions that the shares are to be converted.

(ii) Each share of Class A Common shall be convertible into one share of Class B Common, at any time and from time to time, at the option of the holder thereof. Any conversion of shares of Class A Common into Class B Common pursuant to this Clause (A)(ii) shall be effected by the delivery of the Corporation at its principal executive office of the certificates representing shares to be converted, duly endorsed, together with written instructions that the shares are to be converted.

(iii) Promptly after the surrender of certificates and the receipt of such written instructions, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions (a) the certificate or certificates for the class of Common Stock issuable upon such conversion and (b) a certificate representing any Common Stock which was represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which was not converted.

(iv) The issuance of certificates upon conversion of either class of Common Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof

or other cost incurred by the Corporation in connection with such conversion and the related issuance of such class of Common Stock.

(v) The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions pursuant to this Article, the full number of shares of Common Stock of each class from time to time issuable upon the conversion of all shares of Common Stock then outstanding and entitled to convert, and shall take all such action and obtain all such permits or orders as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately transmitted by the Corporation upon issuance). In addition, the Corporation shall also reserve and keep available such other securities and property as may from time to time be delivered upon conversion of Common Stock and shall take all such action and obtain all such permits or orders as may be necessary to enable the Corporation lawfully to deliver such other securities and property upon conversion. So long as any shares of Common Stock shall be outstanding, the Corporation will take all corporate action necessary in order that the Corporation may validly and legally issue fully paid and nonassessible shares of Common Stock upon any conversion thereof.

(vi) Upon conversion, each converted share of Common Stock shall remain authorized, but unissued and available for issuance.

(vii) The Corporation shall not close its books against the transfer of Common Stock, or of Common Stock issued or issuable upon conversion of any other class of Common Stock, in any manner which would interfere with the timely conversion of such class of Common Stock. The Corporation shall assist and cooperate with any holder of Common Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of such class of Common Stock hereunder (including, without limitation, making any filings required to be made by the Corporation).

(B) Subdivisions and Combinations.

If shares of either class of Common Stock are subdivided or combined, then shares of both classes of Common Stock shall be so subdivided or combined.

(C) Regulated Stockholders.

The Corporation will not convert or directly or indirectly redeem, purchase, acquire or take any other action affecting outstanding shares of capital stock of the Corporation if such action will increase the percentage of outstanding voting securities owned or controlled by any Regulation Y Holder (as defined below) and its Affiliates (as defined below) (other than a Regulation Y Holder which waives in writing it rights under this Article), unless the Corporation gives written notice (the “Deferral Notice”) of such action to each Regulation Y Holder. The

Corporation will defer making any such conversion, redemption, or purchase or other acquisition, or taking any such other action, for a period of 20 days (the “Deferral Period”) after giving the Deferral Notice to the Regulation Y Holder in order to allow each Regulation Y Holder to determine whether it wishes to convert or take any other action with respect to the Common Stock it owns, controls or has the power to vote, and if any Regulation Y Holder then elects to convert any shares of Class B Common then held by such Regulation Y Holder, such Person shall notify the Corporation in writing within 10 days of the issuance of the Deferral Notice, in which case the Corporation shall promptly notify from time to time prior to the end of such 20-day period each other Regulation Y Holder of each proposed conversion and effect the conversions requested by all Regulation Y Holders at the end of the Deferral Period.

(D) Defined Terms.

As used in this Article, the following terms shall have the meanings shown below:

(i) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purpose of the above definition, the term “control” (including with correlative meaning, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

(ii) “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(iii) “Regulation Y Holder” shall mean any stockholder of the Corporation that is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended, or a subsidiary thereof subject to Regulation Y under such Act.

(E) Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

(F) Registration of Transfer.

The Corporation shall keep at it principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of Common Stock. Upon the surrender of any certificate representing shares of any class of Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange thereforrepresenting in the aggregate the number of shares of such class represented by the surrendered certificate and the Corporation forthwith shall cancel such surrender certificate. Each such new certificate shall be registered in such name and shall represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the tendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

(G) Notices.

All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

(H) Amendment and Waiver.

No amendment or waiver of any provision of this Article 4 shall be effective without the prior approval of the holders of a majority of the then outstanding Class B Common voting as a separate class.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:30 PM 10/31/2000

001547895 — 3092491

CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
EURAMAX INTERNATIONAL, INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON OCTOBER 23, 2000.

Euramax International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

1. The name of the corporation is Euramax International, Inc.

2. That a Certificate of Amendment to the Amended and Restated Certificate of Incorporation was filed by the Secretary of State of Delaware on October 23, 2000 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows:

The par valueofthe Common Stock was incorrectly stated in the Certificate of Amendment to the Amended and Restated Certificate of Incorporation.

4. Article Four of the Certificate is corrected to read as attached hereto as Exhibit A.

IN WITNESS WHEREOF, The undersigned affirms as true the foregoing under penalties of perjury and has executed this Certificate this 31 day of October, 2000.

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Secretary

EXHIBIT A

ARTICLE FOUR

The total number of shares of stock which the Corporation has authority to issue is 1,200,000 shares, consisting of;

(i) 600,000 shares of Class A voting Common Stock, par value one dollar ($1.00) per share (the “Class A Common”); and

(ii) 600,000 shares of Class B restricted voting Common Stock, par value one dollar ($1.00) per share (the “Class B Common”).

The Class A Common and the Class B Common are hereafter collectively referred to as “Common Stock”.

Except as otherwise provided in this Article 4 or as otherwise required by applicable law, all shares of Class A Common and Class B Common shall be identical in all respects and shall entitle the holders thereof to the same rights, preferences and privileges, subject to the same qualifications, limitations and restrictions, as set forth herein.

Section 4.1 Voting Rights.

Except as otherwise provided in this Article 4 or as otherwise required by applicable law, the holders of Class A Common shall be entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders, and the holders of Class B Common shall have been entitled to one vote per ten (10) shares held on any matters to be voted on by the Corporation’s stockholders; provided, that the holders of the Class B Common shall have the right to vote as a separate class on any merger or consolidation of the Corporation with or into another entity or entities, or any recapitalization or reorganization, in which shares of Class B Common would receive or be exchanged for consideration different on a per share basis from the consideration received with respect to or in exchange for shares of Class A Common or would otherwise be treated differently from shares of Class A Common, except that shares of Class B Common may, without such a separate class vote, receive or be exchanged for voting securities (except as otherwise required by law) with voting restrictions identical to that of the Class B Common and which are otherwise identical on a per share basis in amount and form to the voting securities received with respect to or in exchange for the Class A Common so long as (i) such restricted voting securities are convertible into voting securities on the same terms as the Class B Common convertible into Class A Common and (ii) all other consideration is equal on a par share basis.

Section 4.2 Dividends.

As and when dividends are declared or paid with respect to shares of Common Stock, whether in cash, property or securities of the Corporation, the holders of Class A Common and the holders of Class B Common shall be entitled to receive such dividends pro rata at the same

rate per share of each class of Common Stock; provided, that (i) if dividends are declared or paid in shares of Class A Common or Class B Common, the dividends payable in shares of Class A common shall be payable to holders of Class A Common and the dividends payable in shares of Class B Common shall be payable to holders of Class B Common and (ii) if the dividends consist of other voting securities of the Corporation, the Corporation shall make available to each holder of Class B Common, at such holder’s request, dividends consisting of voting securities (except as otherwise required by law) of the Corporation with voting restrictionsidentical to that of the Class B Common and which are otherwise identical to the voting securities and which are convertible into such voting securities on the same terms as the Class B Common is convertible into the Class A Common.

Section 4.3 Liquidation.

The holders of the Class A Common and the holders of the Class B Common shall be entitled to participate pro rata at the same rate per share of each class of Common Stock in all distributions to the holders of the Common Stock in any liquidation, dissolution or winding up of the Corporation.

Section 4.4 Conversion.

(A)(i) Each share of Class B Common shall be convertible into one share of Class A Common, at any time and from time to time, at the option of the holder thereof. Any conversion of shares of Class B Common into shares of Class A Common pursuant to this paragraph (A)(i) shall be effected by the delivery to the Corporation at its principal executive office of the certificates representing shares to be converted, duly endorsed, together with written instructions that the shares are to be converted.

(ii) Each share of Class A Common shall be convertible into one share of Class B Common, at any time and from time to time, at the option of the holder thereof. Any conversion of shares of Class A Common into Class B Common pursuant to this Clause (A)(ii) shall be effected by the delivery of the Corporation at its principal executive office of the certificates representing shares to be converted, duly endorsed, together with written instructions that the shares are to be converted.

(iii) Promptly after the surrender of certificates and the receipt of such written instructions, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions (a) the certificate or certificates for the class of Common Stock issuable upon such conversion and (b) a certificate representing any Common Stock which was represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which was not converted.

(iv) The issuance of certificates upon conversion of either class of Common Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof

or other cost incurred by the Corporation in connection with such conversion and the related issuance of such class of Common Stock.

(v) The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting conversions pursuant to this Article, the full number of shares of Common Stock of each class from time to time issuable upon the conversion of all shares of Common Stock then outstanding and entitled to convert, and shall take all such action and obtain all such permits or orders as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately transmitted by the Corporation upon issuance). In addition, the Corporation shall also reserve and keep available such other securities and property as may from time to time be delivered upon conversion of Common Stock and shall take all such action and obtain all such permits or orders as may be necessary to enable the Corporation lawfully to deliver such other securities and property upon conversion. So long as any shares of Common Stock shall be outstanding, the Corporation will take all corporate action necessary in order that the Corporation may validly and legally issue fully paid and nonassessible shares of Common Stock upon any conversion thereof.

(vi) Upon conversion, each converted share of Common Stock shall remain authorized, but unissued and available for issuance.

(vii) The Corporation shall not close its books against the transfer of Common Stock, or of Common Stock issued or issuable upon conversion of any other class of Common Stock, in any manner which would interfere with the timely conversion of such class of Common Stock. The Corporation shall assist and cooperate with any holder of Common Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of such class of Common Stock hereunder (including, without limitation, making any filings required to be made by the Corporation).

(B) Subdivisions and Combinations.

If shares of either class of Common Stock are subdivided or combined, then shares of both classes of Common Stock shall be so subdivided or combined.

(C) Regulated Stockholders.

The Corporation will not convert or directly or indirectly redeem, purchase, acquire or take any other action affecting outstanding shares of capital stock of the Corporation if such action will increase the percentage of outstanding voting securities owned or controlled by any Regulation Y Holder (as defined below) and its Affiliates (as defined below) (other than a Regulation Y Holder which waives in writing it rights under this Article), unless the Corporation gives written notice (the “Deferral Notice”) of such action to each Regulation Y Holder. The

Corporation will defer making any such conversion, redemption, or purchase or other acquisition, or taking any such other action, for a period of 20 days (the “Deferral Period”) after giving the Deferral Notice to the Regulation Y Holder in order to allow each Regulation Y Holder to determine whether it wishes to convert or take any other action with respect to the Common Stock it owns, controls or has the power to vote, and if any Regulation Y Holder then elects to convert any shares of Class B Common then held by such Regulation Y Holder, such Person shall notify the Corporation in writing within 10 days of the issuance of the Deferral Notice, in which case the Corporation shall promptly notify from time to time prior to the end of such 20-day period each other Regulation Y Holder of each proposed conversion and effect the conversions requested by all Regulation Y Holders at the end of the Deferral Period.

(D) Defined Terms.

As used in this Article, the following terms shall have the meanings shown below:

(i) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purpose of the above definition, the term “control” (including with correlative meaning, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

(ii) “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(iii) “Regulation Y Holder” shall mean any stockholder of the Corporation that is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended, or a subsidiary thereof subject to Regulation Y under such Act.

(E) Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

(F) Registration of Transfer.

The Corporation shall keep at it principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of Common Stock. Upon the surrender of any certificate representing shares of any class of Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrender certificate. Each such new certificate shall be registered in such name and shall represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

(G) Notices.

All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

(H) Amendment and Waiver.

No amendment or waiver of any provision of this Article 4 shall be effective without the prior approval of the holders of a majority of the then outstanding Class B Common voting as a separate class.

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:08 AM 06/29/2005

FILED 10:10 AM 06/29/2005

SRV 050540720 – 3092491 FILE

CERTIFICATE OF MERGER

OF

EMAX MERGER SUB, INC.

WITH AND INTO

EURAMAX INTERNATIONAL, INC.

* * * * * * * *

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger (the “Constituent Corporations”) are as follows:

NAME	STATE OF INCORPORATION
Euramax International, Inc.	Delaware
Emax Merger Sub, Inc.	Delaware

SECOND: That an Amended and Restated Agreement and Plan of Merger (“Agreement of Merger”) by and among GSCP Emax Acquisition, LLC, a Delaware limited liability company, Emax Merger Sub, Inc., a Delaware corporation and Euramax International, Inc., a Delaware corporation, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the requirements of Section 251 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is Euramax International, Inc.

FOURTH: That the Amended and Restated Certificate of Incorporation of Euramax International, Inc., a Delaware corporation, which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: That this Certificate of Merger shall be effective on filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, Euramax International, Inc. has caused this Certificate of Merger to be executed on this 29th day of June, 2005.

EURAMAX INTERNATIONAL, INC.
By	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:08 AM 06/29/2005

FILED 10:11 AM 06/29/2005

SRV 050540728 – 3092491 FILE

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

EURAMAX INTERNATIONAL, INC.

Pursuant to the provision of Section 242 of the General corporation Law of the State of Delaware (the “DGCL”), Euramax International, Inc. (the “Corporation”) hereby certifies as follows:

FIRST: The name of the Corporation is “Euramax International, Inc.”

SECOND: The certificate of incorporation of the Corporation is hereby amended as follows:

The FIRST article is hereby deleted and restated in its entirety as follows:

“FIRST: The name of the Corporation is Euramax Holdings, Inc.”

THIRD: The foregoing amendment to the Certificate was duly adopted in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of this 29th day of June, 2005.

/s/ R. Scott Vansant

By: R. Scott Vansant

Title: Secretary

EX-3.4

Exhibit 3.4

BY-LAWS

OF

EURAMAX INTERNATIONAL, INC.

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8.Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10.Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be seven (7). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons

participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and may consist of a president, any number of vice presidents, a secretary, and a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. President. The president shall be the chief executive officer of the corporation; shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 7. Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president,, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors or president may, from time to time, prescribe.

Section 9. The Chief Financial Officer and Assistant Treasurers. The chief financial officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered

by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the chief financial officer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of chief financial officer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the chief financial officer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the chief financial officer, perform the duties and exercise the powers of the chief financial officer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors or the president may, from time to time, prescribe.

Section 10. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided,

however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director, officer, employee, fiduciary or agent of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director, officer, employee, fiduciary or agent. If a determination (as defined in the General Corporation Law of the State of Delaware) by the corporation that the director, officer, employee, fiduciary or agent is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director, officer, employee, fiduciary or agent in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section_8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president, or a vice-president and the secretary or any assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the

corporation or its employee, the signature of the president, any vice-president, secretary, or any assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized m writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2.Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede, the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5.Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or

confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Bonks and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office m the State of Delaware or at its principal place of business.

Section_9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

ARTICLE IX

CERTAIN BUSINESS COMBINATIONS

The corporation, by the affirmative vote (in addition to any other vote required by law or the certificate of incorporation) of its stockholders holding a majority of the shares entitled to vote, expressly elects not to be governed by Section 203 of the General Delaware Corporation Law of the State of Delaware provided that the amendment of the by-laws adopting this election (a) shall not become effective until September 3, 2000 and (b) shall not apply to any business combination (as defined in said Section 203) between the corporation and any person who became an interested stockholder (as defined in said Section 203) of the corporation on or prior to September 3, 1999.

EX-3.5

Exhibit 3.5

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 11/04/1992
722309114 – 2314830

CERTIFICATE OF INCORPORATION

OF

ALUMAX BUILDING PRODUCTS, INC.

1.     The name of the corporation is:

Alumax Building Products, Inc.

2.     The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware. The name of its registered agent at such address is The Corporation Trust Company.

3.     The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.     The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such share is One Dollar ($l.00) amounting in the aggregate to One Thousand Dollars ($1,000).

5.     The board of directors is authorized to make, alter or repeal the bylaws of the corporation. Election of directors need not be by written ballot.

6.     The name and mailing address of the incorporator is:

R. P. Wolf
5655 Peachtree Parkway
Norcross, Georgia 30092-2812

7.     The corporation is to have perpetual existence.

8.     A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

Any repeal or modification of the provisions of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal

liability of a director of the corporation with respect to any act or omission occurring prior to the effective date of such repeal or modification.

If the General Corporation Law of Delaware hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of Delaware.

In the event that any of the provisions of this Article (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.

9.     Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

10.   Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

11.   The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 1st day of November, 1992.

/s/ R. P. Wolf

R. P. Wolf, Incorporator

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 09/20/1996
960273379 – 2314830

ALUMAX BUILDING PRODUCTS INC.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

ALUMAX BUILDING PRODUCTS INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

FIRST:     That the Board of Directors of the Corporation by unanimous written consent dated September 19, 1996, duly adopted the following resolution:

RESOLVED, that the board of Directors hereby request the Sole Stockholder of the Corporation to consider amendment of Article 1 of the Certificate of Incorporation of the Corporation so that it shall read:

1.     The name of the corporation is :

Amerimax Building Products, Inc.

SECOND:     That the Sole Stockholder of the Corporation, by written consent dated September 19, 1996, duly adopted the following resolution:

RESOLVED, that the Sole Stockholder, hereby directs that Article 1 of the Certificate of Incorporation of the Corporation be amended to read:

1.     The name of the Corporation is:

Amerimax Building Products, Inc.

THIRD:     That the aforesaid amendment were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by Ms. Helen M. Feeney, its Vice President and Secretary and attested by Ms. Carla M. Brown, its Assistant Secretary, this 19th day of September, 1996

		ALUMAX BUILDING PRODUCTS, INC.
		By:	/s/ Helen M. Feeney
			Helen M. Feeney
ATTEST:			Vice President and Secretary
By:	/s/ Carla M. Brown
	Carla M. Brown
	Assistant Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:35 PM 12/29/2004
FILED 08:35 PM 12/29/2004
SRV 040951798 – 3904888 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

AMERIMAX LAMINATED PRODUCTS. INC.

WITH AND INTO

AMERIMAX BUILDING PRODUCTS, INC.

* * * * * * * * * * * * * * * *

Amerimax Building Products, Inc., a corporation organized and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:       That this corporation was incorporated on the 4th day of November, 1992, pursuant to the General Corporation Law of the of the State of Delaware.

SECOND:       That this corporation owns all of the outstanding shares of stock of Amerimax Laminated Products, Inc., a corporation incorporated on the 14th day of May, 1987, pursuant to the General Corporation Law of the State of Indiana.

THIRD:       That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board determined to and did merge into itself said Amerimax Laminated Products, Inc.:

RESOLVED, that the Board of Directors of the Company deems it advisable and in the best interest of the Company and recommends that Amerimax Laminated Products, Inc., an Indiana corporation (“ALP”) be merged (the “Merger”) with and into the Company upon the terms and conditions set forth in the Agreement and Plan of Merger dated as of December 29, 2004 (the “Plan of Merger”) by and between the Company and ALP; and further

RESOLVED, that the form, terms and provisions of the Plan of Merger providing for (i) the Merger; (ii) the transfer to and the vesting in the Company of all of the property, rights, interests and other assets of ALP; and (iii) the assumption by the Company of the liabilities and obligations of ALP be, and hereby are, approved and adopted; and that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, and under its corporate seal or otherwise, to execute, deliver and perform the Plan of Merger in substantially the form and substance attached hereto as Exhibit A, with such changes therein and modifications thereto as such officers shall, in their sole discretion with the advice of counsel, deem necessary or advisable, such execution, delivery

and performance to be conclusive evidence of such approval on behalf of the Company; and further

RESOLVED, that (i) the officers of the Company be, and each of them hereby is, authorized, empowered and directed to execute and file with the Certificate of Ownership and Merger with the Office of the Secretary of State of the State of Delaware effecting the Merger.

RESOLVED, that the officers of the Company are hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver all other documents, certificates and instruments, and to do and perform any and all such further acts and deeds, as they may deem necessary or advisable to carry out the intent and accomplish the foregoing resolutions and the transactions contemplated thereby and that all of the acts and deeds of the officers which are consistent with the purposes and intent of such resolutions be, and hereby are, in all respects, affirmed, ratified and approved as the acts and deeds of the Company.

FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of Amerimax Building Products, Inc. at any time prior to the time that this merger filed with the Secretary of State becomes effective.

IN WITNESS WHEREOF, said Amerimax Building Products, Inc. has caused this Certificate to be signed by R. Scott Vansant, its Secretary, as of the 29 day of December, 2004.

AMERIMAX BUILDING PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	C.F.O & Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:35 PM 12/29/2004
FILED 08:36 PM 12/29/2004
SRV 040951801 – 2314830 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

AMERIMAX COATED PRODUCTS, INC.

WITH AND INTO

AMERIMAX BUILDING PRODUCTS, INC.

* * * * * * * * * * * * * * * *

Amerimax Building Products, Inc., a corporation organized and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:            That this corporation was incorporated on the 4th day of November, 1992, pursuant to the General Corporation Law of the of the State of Delaware.

SECOND:       That this corporation owns all of the outstanding shares of stock of Amerimax Coated Products, Inc., a corporation incorporated on the 23rd day of May, 1994, pursuant to the General Corporation Law of the State of Delaware.

THIRD:          That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board determined to and did merge into itself said Amerimax Coated Products, Inc.:

RESOLVED, that the Board of Directors of the Company deems it advisable and in the best interest of the Company and recommends that Amerimax Coated Products, Inc., a Delaware corporation (“ACP”) be merged (the “Merger”) with and into the Company upon the terms and conditions set forth in the Agreement and Plan of Merger dated as of December 29, 2004 (the “Plan of Merger”) by and between the Company and ACP; and further

RESOLVED, that the form, terms and provisions of the Plan of Merger providing for (i) the Merger; (ii) the transfer to and the vesting in the Company of all of the property, rights, interests and other assets of ACP; and (iii) the assumption by the Company of the liabilities and obligations of ACP be, and hereby are, approved and adopted; and that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, and under its corporate seal or otherwise, to execute, deliver and perform the Plan of Merger in substantially the form and substance attached hereto as Exhibit A, with such changes therein and modifications thereto as such officers shall, in their sole discretion with the advice of counsel, deem necessary or advisable, such execution, delivery

and performance to be conclusive evidence of such approval on behalf of the Company; and further

RESOLVED, that (i) the officers of the Company be, and each of them hereby is, authorized, empowered and directed to execute and file with the Certificate of Ownership and Merger with the Office of the Secretary of State of the State of Delaware effecting the Merger.

RESOLVED, that the officers of the Company are hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver all other documents, certificates and instruments, and to do and perform any and all such further acts and deeds, as they may deem necessary or advisable to carry out the intent and accomplish the foregoing resolutions and the transactions contemplated thereby and that all of the acts and deeds of the officers which are consistent with the purposes and intent of such resolutions be, and hereby are, in all respects, affirmed, ratified and approved as the acts and deeds of the Company.

FOURTH:       That this corporation survives the merger and may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Amerimax Coated Products, Inc. as well as for enforcement of any obligation of the surviving corporation arising from the merger, including any suit or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings pursuant to the provisions of Section 262 of the General Corporation Law of the State of Delaware, and it does hereby irrevocably appoint the Secretary of State of Delaware as its agent to accept service of process in any such suit or other proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of Delaware is 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092, until the surviving corporation shall have hereafter designated in writing to the said Secretary of State a different address for such purpose. Service of such process may be made by personally delivering to and leaving with the Secretary of State of Delaware duplicate copies of such process, one of which copies the Secretary of State of Delaware shall forthwith send by registered mail to Amerimax Building Products, Inc. at the above address.

FIFTH:       Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of Amerimax Building Products, Inc. at any time prior to the time that this merger filed with the Secretary of State becomes effective.

IN WITNESS WHEREOF, said Amerimax Building Products, Inc. has caused this Certificate to be signed by R. Scott Vansant, its Secretary, as of the 29 day of December, 2004.

AMERIMAX BUILDING PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	Name: R. Scott Vansant
	Title: C.F.O & Secretary

EX-3.6

Exhibit 3.6

AMENDED AND RESTATED BYLAWS

OF

AMERIMAX BUILDING PRODUCTS, INC.

ARTICLE I

STOCKHOLDERS

1.1          Meetings.

1.1.1       Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2       Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3       Special Meetings. Special meetings of the stockholders may be called at any time by the chief executive officer, president, board of directors, or by the secretary of the Company upon the written request of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4       Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5       Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

1.1.6       Action by Written Consent. Any action which may be taken at a meeting of the stockholders may be taken without a meeting and without prior notice if a written consent or consents, setting forth the action to be authorized, shall be signed by the stockholders holding not less than the minimum number of shares of stock required to approve such action and entitled to vote on such action at a meeting in which all shares entitled to vote thereon were present and voted. Such written consent shall have the same effect as a vote of the stockholders at a meeting called for the purpose of considering the action authorized and shall be filed in the minute book of the Company by the officer having custody of the corporate books and records.

ARTICLE II

DIRECTORS

2.1          Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

2.2          Meetings.

2.2.1       Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2       Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3       Special Meetings. Special meetings of the board may be called by direction of the chief executive officer, the president or the secretary of the Company, or any two directors on three days’ notice to each director, either personally or by mail, telephone, facsimile transmission, electronic mail or other electronic means or by telegraph.

2.2.4       Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5       Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6       Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

2.2.7       Action by Written Consent. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all of the members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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ARTICLE III

OFFICERS

3.1          Number. The officers of the Company shall be elected by the board of directors and may consist of a president, a chief executive officer, any number of vice presidents, a secretary, a treasurer, and a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

3.2          Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification, or removal as hereinafter provided.

3.3          Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. The board of directors may also at any time limit or circumvent the enumerated duties, services and powers of any officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the board of directors may grant powers of attorney to individuals to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, to incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the board of directors.

ARTICLE IV

INDEMNIFICATION

4.1          Right to Indemnification. The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or

3

completed proceeding by or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law.

4.2          Advance of Expenses. Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

4.3          Determination that Indemnification is Proper. Any indemnification of a present or former director or officer of the Company under Section 4.1 of Article IV of these Bylaws (unless ordered by a court) shall be made by the Company unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 4.1 of Article IV of these Bylaws. Any such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

4.4          Contractual Obligation. The obligations of the Company to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

4

4.5          Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6          Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

Unless prohibited by the certificate of incorporation or any applicable statute, these bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of the directors at which a quorum is present or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

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EX-3.7

Exhibit 3.7

CERTIFICATE OF INCORPORATION

OF

ALUMAX FABRICATED PRODUCTS, INC.

*                     *                     *

FIRST.     The name of the corporation is Alumax Fabricated Products, Inc.

SECOND.     Its registered office in the State of Delaware is located at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, No. 100 West Tenth Street, Wilmington, Delaware.

THIRD.     The nature of the business or purposes to be conducted or promoted are:

(a)   To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

(b)   In general, to carry on all businesses in connection with the foregoing, and do all things necessary, proper, advisable, convenient for, or incidental to the accomplishment of the foregoing purposes.

The Corporation, its directors and shareholders, shall have and may exercise all of the powers now or hereafter conferred by the laws of the State of Delaware and acts amendatory thereof or supplemental thereto upon corporations formed under the General Corporation Law of the State of Delaware.

FOURTH.     The total number of shares of stock which the corporation shall have authority to issue is One thousand (1,000), all of one class, and the par value of each of such shares is Ten Dollars ($10.00), amounting in the aggregate to Ten Thousand Dollars ($10,000.00).

FIFTH.     The names and places of residence of the incorporators are as follows:

Name	Residence
Marigold Cole	717 Concord Way
	Burlingame, CA
Craig A. Davis	78 Deodora
	Atherton, CA
Dennis P. McPencow	1824 Jackson St., Apt. B
	San Francisco, CA

SIXTH.     The corporation is to have perpetual existence.

SEVENTH.     In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

EIGHTH. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable

2

jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH.     Elections of directors need not be by ballot unless the by-laws of the corporation shall so provide.

TENTH.     The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands this 27th day of May 1977.

			/s/ Marigold Cole
			Marigold Cole
			/s/ Craig A. Davis
			Craig A. Davis
			/s/ Dennis P. McPencow
			Dennis P. McPencow
STATE OF CALIFORNIA	)
	)	ss:
COUNTY OF SAN MATEO	)

On this 27th day of May A.D. 1977, before me, Jackie A. Cockreham, a Notary Public in and for the said County and State, all of the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts stated therein are true.

GIVEN under my hand and seal of office this day and year aforesaid.

	(SEAL)	/s/ Jackie A. Cockreham
(STAMP)	OFFICIAL SEAL JACKIE A. COCKREHAM NOTARY PUBLIC - CALIFORNIA SAN MATEO COUNTY Dy Comm. expires MAR 10, 1981

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

ALUMAX FABRICATED PRODUCTS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:     That the Board of Directors of said corporation, at a meeting duly held, adopted resolutions proposing and declaring advisable the following amendments to the Certificate of Incorporation of said corporation:

RESOLVED (1):     That the Certificate of Incorporation of the Company be amended by adding a new Article ELEVENTH to read as follows:

ELEVENTH.     A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended hereafter to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shal1 be eliminated or Limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal for modification.

SECOND:     That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of The General Corporation Law of the State of Delaware.

THIRD:     That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Sections 242 and 228 of The General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said ALUMAX FABRICATED PRODUCTS, INC. has caused this certificate to be signed by Paul E. Drack, Vice President, and attested by Marigold Cole, Assistant Secretary this 27th day of March, 1987.

By:	/s/ Paul E. Drack
	Paul E. Drack, Vice President

ATTEST:

By:	/s/ Marigold Cole
	Marigold Cole, Assistant Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 09/20/1996
960273385 – 839198

ALUMAX FABRICATED PRODUCTS, INC.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

ALUMAX FABRICATED PRODUCTS, INC., a corporation organized and existing under the laws of the State of Delaware  (the “Corporation”), does hereby certify:

FIRST:   That the Board of Directors of the Corporation, by unanimous written consent dated September 19, 1996, duly adopted the following resolution:

RESOLVED, that the Board of Directors hereby request the Sole Stockholder of the Corporation to consider amendment of Article 1 of the Certificate of Incorporation of the Corporation so that it shall read:

FIRST.   The name of the Corporation is Amerimax Fabricated Products, Inc.

SECOND:   That the Sole Stockholder of the Corporation, by written consent dated September 19, 1996, duly adopted the following resolution:

RESOLVED, that the Sole Stockholder hereby directs that Article 1 of the Certificate of Incorporation of the Corporation be amended to read:

FIRST.   The name of the Corporation is Amerimax Fabricated Products, Inc.

THIRD:   That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by Ms. Helen M. Feeney, its Vice President and Secretary and attested by Ms. Carla M. Brown, its Assistant Secretary, this 19th day of September, 1996.

		ALUMAX FABRICATED PRODUCTS, INC.
		By:	/s/ Helen M. Feeney
			Helen M. Feeney
ATTEST:			Vice President and Secretary
By:	/s/ Carla M. Brown
	Carla M. Brown
	Assistant Secretary

EX-3.8

Exhibit 3.8

AMENDED AND RESTATED BYLAWS

OF

AMERIMAX FABRICATED PRODUCTS, INC.

ARTICLE I

STOCKHOLDERS

1.1Meetings.

1.1.1Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3Special Meetings. Special meetings of the stockholders may be called at any time by the chief executive officer, president, board of directors, or by the secretary of the Company upon the written request of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

1.1.6Action by Written Consent. Any action which may be taken at a meeting of the stockholders may be taken without a meeting and without prior notice if a written consent or consents, setting forth the action to be authorized, shall be signed by the stockholders holding not less than the minimum number of shares of stock required to approve such action and entitled to vote on such action at a meeting in which all shares entitled to vote thereon were present and voted. Such written consent shall have the same effect as a vote of the stockholders at a meeting

called for the purpose of considering the action authorized and shall be filed in the minute book of the Company by the officer having custody of the corporate books and records.

ARTICLE II

DIRECTORS

2.1Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

2.2Meetings.

2.2.1Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3Special Meetings. Special meetings of the board may be called by direction of the chief executive officer, the president or the secretary of the Company, or any two directors on three days’ notice to each director, either personally or by mail, telephone, facsimile transmission, electronic mail or other electronic means or by telegraph.

2.2.4Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

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2.2.7Action by Written Consent. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all of the members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE III

OFFICERS

3.1Number. The officers of the Company shall be elected by the board of directors and may consist of a president, a chief executive officer, any number of vice presidents, a secretary, a treasurer, and a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

3.2Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification, or removal as hereinafter provided.

3.3Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. The board of directors may also at any time limit or circumvent the enumerated duties, services and powers of any officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the board of directors may grant powers of attorney to individuals to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, to incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the board of directors.

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ARTICLE IV

INDEMNIFICATION

4.1Right to Indemnification. The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law.

4.2Advance of Expenses. Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

4.3Determination that Indemnification is Proper. Any indemnification of a present or former director or officer of the Company under Section 4.1 of Article IV of these Bylaws (unless ordered by a court) shall be made by the Company unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 4.1 of Article IV of these Bylaws. Any such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

4.4Contractual Obligation. The obligations of the Company to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

4.5Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which

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one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

Unless prohibited by the certificate of incorporation or any applicable statute, these bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of the directors at which a quorum is present or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

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EX-3.9

Exhibit 3.9

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 03/29/2000
001160377 – 3204608

CERTIFICATE OF INCORPORATION

OF

AMERIMAX FINANCE COMPANY, INC.

FIRST:The name of the Corporation is Amerimax Finance Company, Inc. (the “Corporation”).

SECOND:The registered office of the Corporation in the State of Delaware is located at 300 Delaware Ave., 9th Floor-DE 5403, Wilmington, County of New Castle, Delaware 19801. The registered agent of the Corporation at that address is Griffin Corporate Services, Inc.

THIRD:The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the Corporation’s activities shall be confined to the management and maintenance of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner as to qualify for exemption from income taxation under, Section 1902(b) (8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law.

FOURTH:The Corporation shall have authority to issue 100 (one hundred) shares of common stock, having a par value of $10.00 (ten dollars) per share.

FIFTH:The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision of Delaware law.

SIXTH:No director of the Corporation shall be personally liable to the Corporation or its stockholders except for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which

involve intentional misconduct or a knowing violation of law, (iii) unlawful dividend payments or stock purchases or redemptions under section 174 of the Delaware General Corporation Law (or any successor provision of Delaware law), or (iv) any transaction from which the director derived an improper personal benefit; and the directors of the Corporation shall be entitled, to the full extent permitted by Delaware law, as amended from time to time, to the benefits of provisions limiting the personal liability of directors.

SEVENTH:The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in the By-Laws of the Corporation. The directors need not be elected by ballot unless required by the By-Laws of the Corporation.

EIGHTH:Meetings of the stockholders will be held within the State of Delaware. The books of the Corporation will be kept (subject to the provisions contained in the General Corporation Law) in the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the By-Laws of the Corporation.

NINTH:In the furtherance and not in limitation of the objects, purposes and powers prescribed herein and conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the By-Laws.

TENTH:The Corporation reserves the right to amend or repeal any provision contained in the Certificate of Incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

ELEVENTH:The Corporation shall have no power and may not be authorized by its stockholders or directors (i) to perform or omit to do any act that would cause the Corporation to lose its status as a corporation exempt from the Delaware Corporation income tax under Section 1902 (b) (8) of Title 30 of the Delaware Code, or under the

corresponding provision of any subsequent law, or (ii) to conduct any activities outside of Delaware which could result in the Corporation being subject to tax outside of Delaware.

TWELFTH:The name and mailing address of the Incorporator is James J. Tullis, 300 Delaware Avenue, 9th Floor - DE 5403, Wilmington, Delaware 19801.

THIRTEENTH:The powers of the incorporator shall terminate upon election of directors.

I, THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 28th day of March, 2000.

/s/ James J. Tullis

James J. Tullis

Incorporator

State of Delaware
Secretary of State
Division or Corporations
Delivered 04:33 PM 03/11/2011
FILED 04:22 PM 03/11/2011
SRV 110290323 – 3204608 FILE

CERTIFICATE OF AMENDMENT OF

THE RESTATED CERTIFICATE OF INCORPORATION OF

AMERIMAX FINANCE COMPANY, INC.

(a Delaware corporation)

Pursuant to Section 242 of the
General Corporation Law of the State of Delaware

Amerimax Finance Company, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:This Certificate of Amendment of the Restated Certificate of Incorporation of the Corporation was duly adopted and approved by the majority of the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware (“DGCL”).

SECOND:ARTICLE THIRD of the Certificate of Incorporation of the Corporation is amended to read in its entirety as follows:

THIRD:

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the Corporation’s activities shall be confined to (i) the management and maintenance of its intangible investments and the collection and distribution of and income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner as to qualify for exemption from income taxation under, Section 1902(b) (8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law and (ii)(a) serving as a guarantor, obligor, co-obligor or other party to indebtedness incurred by (1) any direct or indirect parent of the Corporation and (2) any other direct or indirect subsidiary of the Corporation that serves as a guarantor, obligor, co-obligor or other party to such indebtedness and (b) providing a pledge of its assets as collateral for such obligation.

THIRD:ARTICLE ELEVENTH of the Certificate of Incorporation of the Corporation is amended to read in its entirety as follows:

ELEVENTH:

The Corporation shall have no power and may not be authorized by its stockholders or directors (i) to perform or omit to do any act that would cause the Corporation to lose its status as a corporation exempt from the Delaware Corporation income tax under Section 1902 (b) (8) of

Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law, or (ii) to conduct any activities outside of Delaware which could result in the Corporation being subject to tax outside of Delaware. Notwithstanding the foregoing, nothing in this Eleventh Article shall prevent the Corporation from serving as a guarantor, obligor, co-obligor or other party to indebtedness incurred by any direct or indirect parent of the Corporation or any other direct or indirect subsidiary of the Corporation that serves as a guarantor, obligor, co-obligor or other party to such indebtedness and providing a pledge of its assets as collateral for such obligations as provided for in the Third Article.

* * * * *

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Restated Certificate of Incorporation to be executed and acknowledged by its duly authorized officer this 11th day of March, 2011

Amerimax Finance Company, Inc.
By:	/s/ Joan L. Yori
	Name: Joan L. Yori
	Title: Treasurer and Secretary

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

EX-3.10

Exhibit 3.10

AMENDED AND RESTATED BYLAWS

OF

AMERIMAX FINANCE COMPANY, INC.

ARTICLE I

STOCKHOLDERS

1.1Meetings.

1.1.1Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3Special Meetings. Special meetings of the stockholders may be called at any time by the chief executive officer, president, board of directors, or by the secretary of the Company upon the written request of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

1.1.6Action by Written Consent. Any action which may be taken at a meeting of the stockholders may be taken without a meeting and without prior notice if a written consent or consents, setting forth the action to be authorized, shall be signed by the stockholders holding not less than the minimum number of shares of stock required to approve such action and entitled to vote on such action at a meeting in which all shares entitled to vote thereon were present and voted. Such written consent shall have the same effect as a vote of the stockholders at a meeting

called for the purpose of considering the action authorized and shall be filed in the minute book of the Company by the officer having custody of the corporate books and records.

ARTICLE II

DIRECTORS

2.1Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

2.2Meetings.

2.2.1Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3Special Meetings. Special meetings of the board may be called by direction of the chief executive officer, the president or the secretary of the Company, or any two directors on three days’ notice to each director, either personally or by mail, telephone, facsimile transmission, electronic mail or other electronic means or by telegraph.

2.2.4Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

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2.2.7Action by Written Consent. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all of the members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE III

OFFICERS

3.1Number. The officers of the Company shall be elected by the board of directors and may consist of a president, a chief executive officer, any number of vice presidents, a secretary, a treasurer, and a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

3.2Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification, or removal as hereinafter provided.

3.3Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. The board of directors may also at any time limit or circumvent the enumerated duties, services and powers of any officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the board of directors may grant powers of attorney to individuals to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, to incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the board of directors.

3

ARTICLE IV

INDEMNIFICATION

4.1Right to Indemnification. The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law.

4.2Advance of Expenses. Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

4.3Determination that Indemnification is Proper. Any indemnification of a present or former director or officer of the Company under Section 4.1 of Article IV of these Bylaws (unless ordered by a court) shall be made by the Company unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 4.1 of Article IV of these Bylaws. Any such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

4.4Contractual Obligation. The obligations of the Company to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

4.5Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which

4

one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

Unless prohibited by the certificate of incorporation or any applicable statute, these bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of the directors at which a quorum is present or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

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EX-3.11

Exhibit 3.11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 07/16/1996
960207455 – 2638695

CERTIFICATE OF INCORPORATION

OF

EURAMAX HOME PRODUCTS, INC.

1.The name of the corporation is:

Euramax Home Products, Inc.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware. The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such share is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000).

5.The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation.

The name and address of the Sole Director to serve as the first board of directors is as follows:

Name	Address
Helen M. Feeney	5655 Peachtree Parkway
	Norcross, Georgia 30092-2812

6.The board of directors is authorized to make, alter or repeal the bylaws of the corporation. Election of directors need not be by written ballot.

7.The name and mailing address of the incorporator is:

Helen M. Feeney

5655 Peachtree Parkway

Norcross, Georgia 30092-2812

8.The corporation is to have perpetual existence.

9.A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

Any repeal or modification of the provisions of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation with respect to any act or omission occurring prior to the effective date of such repeal or modification.

If the General Corporation Law of Delaware hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of Delaware.

In the event that any of the provisions of this Article (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.

10.Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

11.Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

12.The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I,THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 16th day of July, 1996

/s/ Helen M. Feeney

Helen M. Feeney, Incorporator

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 08/28/1996
960251506 – 2638695

EURAMAX HOME PRODUCTS, INC.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

EURAMAX HOME PRODUCTS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: That the Sole Director of the Corporation, by written consent dated August 26,1996, duly adopted the following resolution:

RESOLVED, that the Board of Directors hereby requests the Sole Stockholder of the Corporation to consider amendment of Article 1 of the Certificate of Incorporation of the Corporation so that it shall read:

1.The name of the corporation is:

Amerimax Home Products, Inc.

SECOND: That the Sole Stockholder of the Corporation, by written consent dated August 26, 1996, duly adopted the following resolution:

RESOLVED, that the Sole Stockholder hereby directs that Article 1 of the Certificate of Incorporation of the Corporation be amended to read:

1.The name of the Corporation is:

Amerimax Home Products, Inc.

THIRD: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by Ms. Helen M. Feeney, its Vice President and Secretary and attested by Ms. Carla M. Brown, its Assistant Secretary, this 26th day of August, 1996.

	EURAMAX HOME PRODUCTS, INC.
	By:	/s/ Helen M. Feeney
		Helen M. Feeney
ATTEST:		Vice President and Secretary

By:	/s/ Carla M. Brown
	Carla M. Brown
	Assistant Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:20 PM 12/29/2004
FILED 08:20 PM 12/29/2004
SRV 040951803 – 2638695 FILE

CERTIFICATE OF MERGER

OF

WALKER METAL PRODUCTS, INC.

WITH AND INTO

AMERIMAX HOME PRODUCTS, INC.

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	Statement of Incorporation
Walker Metal Products, Inc.	Georgia
Amerimax Home Products, Inc.	Delaware

SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is Amerimax Home Products, Inc., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of Amerimax Home Products, Inc., a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement and Plan of Merger is on file at an office of the surviving corporation, the address of which is 5445 Triangle Parkway, Suite 350, Norcross, Georgia 30092.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:

Corporation	Class	Number of Shares	Par Value Per Share or Statement That Shares are Without Par Value
Walker Metal Products, Inc.	Common	20,000	$	1.00

EIGHTH: That this Certificate of Merger shall be effective on December 31, 2004.

Dated:  December 29, 2004	AMERIMAX HOME PRODUCTS, INC.
	By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	C.F.O & Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:14 PM 12/23/2010
FILED 12:59 PM 12/23/2010
SRV 101228980 – 2638695 FILE

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
AMERIMAX DIVERSIFIED PRODUCTS, INC.
(Subsidiary Corporation)
WITH AND INTO
AMERIMAX HOME PRODUCTS, INC.
(Parent Corporation)

Amerimax Home Products, Inc., a corporation organized and existing under the laws of the State of Delaware (“Parent Corporation”),

Does hereby certify:

1.That Parent Corporation owns all of the outstanding shares of stock of Amerimax Diversified Products, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Subsidiary Corporation”).

2.That Parent Corporation, by the following resolutions of its Board of Directors, duly adopted on December 22, 2010, determined to merge the Subsidiary Corporation into itself, with Parent Corporation as the surviving corporation in such merger.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Parent Corporation authorizes and approves the merger of the Subsidiary Corporation with and into Parent Corporation, with Parent Corporation as the surviving corporation in such merger, and the assumption by Parent Corporation of the obligations of the Subsidiary Corporation pursuant to the documents provided to the Board of Directors to effect such merger;

FURTHER RESOLVED, that the Board of Directors of Parent Corporation confirms, ratifies, approves and adopts the documents provided to the Board of Directors to effect such merger and the actions taken on behalf of Parent Corporation by its officers in preparing the terms of such merger; and

FURTHER RESOLVED, that the officers of Parent Corporation are authorized and directed to execute and deliver the documents and certificates that are required or permitted under the applicable provisions of the Delaware General Corporation Law to effect such merger.

3.That the merger shall be effective at 11:50 p.m. EST on December 31, 2010.

IN WITNESS WHEREOF, Amerimax Home Products, Inc. has caused this certificate of Ownership and Merger to be signed by a duly authorized officer this 22nd day of December 2010.

AMERIMAX HOME PRODUCTS, INC.
By:	/s/ Mitchell B. Lewis
	Name:	Mitchell B. Lewis
	Title:	CEO

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EX-3.12

Exhibit 3.12

AMENDED AND RESTATED BYLAWS

OF

AMERIMAX HOME PRODUCTS, INC.

ARTICLE I

STOCKHOLDERS

1.1Meetings.

1.1.1Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3Special Meetings. Special meetings of the stockholders may be called at any time by the chief executive officer, president, board of directors, or by the secretary of the Company upon the written request of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

1.1.6Action by Written Consent. Any action which may be taken at a meeting of the stockholders may be taken without a meeting and without prior notice if a written consent or consents, setting forth the action to be authorized, shall be signed by the stockholders holding not less than the minimum number of shares of stock required to approve such action and entitled to vote on such action at a meeting in which all shares entitled to vote thereon were present and voted. Such written consent shall have the same effect as a vote of the stockholders at a meeting called for the purpose of considering the action authorized and shall be filed in the minute book of the Company by the officer having custody of the corporate books and records.

ARTICLE II

DIRECTORS

2.1Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

2.2Meetings.

2.2.1Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3Special Meetings. Special meetings of the board may be called by direction of the chief executive officer, the president or the secretary of the Company, or any two directors on three days’ notice to each director, either personally or by mail, telephone, facsimile transmission, electronic mail or other electronic means or by telegraph.

2.2.4Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

2.2.7Action by Written Consent. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all of the members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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ARTICLE III

OFFICERS

3.1Number. The officers of the Company shall be elected by the board of directors and may consist of a president, a chief executive officer, any number of vice presidents, a secretary, a treasurer, and a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

3.2Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification, or removal as hereinafter provided.

3.3Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. The board of directors may also at any time limit or circumvent the enumerated duties, services and powers of any officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the board of directors may grant powers of attorney to individuals to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, to incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the board of directors.

ARTICLE IV

INDEMNIFICATION

4.1Right to Indemnification. The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or

3

completed proceeding by or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law.

4.2Advance of Expenses. Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

4.3Determination that Indemnification is Proper. Any indemnification of a present or former director or officer of the Company under Section 4.1 of Article IV of these Bylaws (unless ordered by a court) shall be made by the Company unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 4.1 of Article IV of these Bylaws. Any such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

4.4Contractual Obligation. The obligations of the Company to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

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4.5Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

Unless prohibited by the certificate of incorporation or any applicable statute, these bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of the directors at which a quorum is present or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

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EX-3.13

Exhibit 3.13

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF INCORPORATION

OF

SAILOR MFG., INC.

I, Larry A. Conrad, Secretary of State of the State of Indiana, hereby certify that Articles of Incorporation of the above Corporation, in the form prescribed by my office, prepared and signed in duplicate by the incorporator(s), and acknowledged and verified by the same before a Notary Public, have been presented to me at my office accompanied by the fees prescribed by law; that I have found such Articles conform to law; that I have endorsed my approval upon the duplicate copies of such Articles; that all fees have been paid as required by law; that one copy of such Articles has been filed in my office; and that the remaining copy of such Articles bearing the endorsement of my approval and filing has been returned by me to the incorporator(s) or his (their) representatives; all as prescribed by the provisions of the Indiana General Corporation Act as amended.

NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that its corporate existence has begun.

	In Witness Whereof, I have hereunto set my hand affixed the seal of the State of Indiana, at the City of Indianapolis, this 22nd day of April, 1976.
[SEAL]
	LARRY A. CONRAD, Secretary of State
	By
	Deputy

Certification Number: 2011022574904

2

APPROVED
AND
FILED
APR [Illegible]	ARTICLES OF INCORPORATION
/s/ [Illegible]	OF
SECRETARY OF
STATE OF INDIANA	SAILOR MFG., INC.

The undersigned incorporator, desiring to form a corporation (hereinafter referred to as the “Corporation”), pursuant to the provisions of The Indiana General Corporation Act, as amended (hereinafter referred to as the “Act”), executes the following Articles of Incorporation:

ARTICLE I

Name

The name of the Corporation is Sailor Mfg., Inc.

ARTICLE II

Purposes

The purposes for which the Corporation is formed are:

(a)To transact any and all lawful business for which corporations may be incorporated under this Act.

(b)To exercise and enjoy all rights, privileges and powers granted to corporations organized pursuant to this Act and all rights, privileges and powers granted by all acts heretofore or hereafter amendatory or supplemental to this Act.

ARTICLE III

Terms of Existence

The period during which the Corporation shall continue is perpetual.

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ARTICLE IV

Principal Office and Resident Agent

The post office address of the principal office of the Corporation and the name and post office address of its Resident Agent in charge of such office are as follows:

Principal Office:	55858 Rivershores Lane
	Elkhart, Indiana 46514
Resident Agent:	Vernon R. Sailor

ARTICLE V

Amount of Capital Stock

The total number of shares into which the authorized capital stock of the Corporation is divided is one thousand (1,000) shares, consisting of one thousand (1,000) shares without par value.

ARTICLE VI

Terms of Capital Stock

Shares of the capital stock of the Corporation may be issued by the Corporation for such amount of consideration as may be fixed from time to time by the Board of Directors and may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor actually performed for or services actually rendered to the Corporation. The shares of the capital stock of the Corporation initially issued shall be issued pursuant to and subject to Section 1244 of the Internal Revenue Code of 1954, as amended.

ARTICLE VII

Voting Rights of Capital Stock

Except as otherwise determined by resolution of the Board of Directors, the rights, preferences, limitations and restrictions of all stock shall be the same. Voting rights of holders of shares of stock shall be on the basis of one vote for each issued and outstanding share.

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ARTICLE VIII

Initial Stated Capital

The Corporation will not commence business until consideration of the value of at least One Thousand ($1,000.00) Dollars has been received for the issuance of shares as its initial stated capital.

ARTICLE IX

Data Respecting Directors

The initial board of directors of the Corporation shall consist of five (5) members.

ARTICLE X

Further Data Respecting Directors

The names and post office addresses of the first Board of Directors of the Corporation are as follows:

Name	Address	City	State & Zip
Vernon R. Sailor	55858 Rivershores Ln.	Elkhart	IN	46514
Betty M. Sailor	55858 Rivershores Ln.	Elkhart	IN	46514
Carleton II. Briggs	56832 Meadowood Drive	Elkhart	IN	46514
Richard Kemper	59567 Spicewood Drive	Goshen	IN	46526
Gerald E. Cook	2717 Prairie Street	Elkhart	IN	46514

ARTICLE XI

Data Respecting Incorporators

The name and post office address of the incorporator is Vernon R. Sailor, 55858 Rivershores Lane, Elkhart, Indiana 46514.

ARTICLE XII

Provisions for Regulation of Business and Conduct of Affairs of Corporation

(a) The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of

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5

Incorporation in the manner now or hereafter prescribed by the Act or any other pertinent law and all rights and powers hereby conferred are subject to this reserved power.

(b) Any person who by reason of the fact that he is, is to be or was a director or officer of the Corporation or of any corporation which he served as such at the request of this corporation, shall be indemnified, saved harmless and defended by the corporation against expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, civil or criminal, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer or director is liable for negligence or misconduct in the performance of his duties. Such right of indemnification, save harmless and defense shall not be deemed exclusive of any other right to which such director or officer may be entitled by settlement agreement with the Corporation or otherwise.

(c) The by-laws of the Corporation may contain such additional or supplemental provisions for the regulations of the business and conduct of the affairs of the Corporation as determined by the Board of Directors from time to time.

IN WITNESS WHEREOF, the undersigned, being the incorporator designated in Article XI, executes these Articles of Incorporation and certifies to the truth of the facts herein stated this 15th day of April, 1976.

/s/ Vernon R. Sailor

Vernon R. Sailor

STATE OF INDIANA	)
	)	SS:
COUNTY OF ELKHART	)

I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Indiana, certify that Vernon R. Sailor being the incorporator referred to in Article XI of the foregoing Articles of Incorporation personally appeared before me; acknowledged the execution thereof; and swore to the truth of the facts therein stated.

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6

WITNESS my hand and Notarial Seal this 15th day of April, 1976.

/s/ Mary F. Thomas

Notary Public Mary F. Thomas

My Commission Expires:

10-28-78

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STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

OF

SAILOR MFG., INC.

I, LARRY A. CONRAD, Secretary of the State of Indiana, hereby certify that Articles of Amendment for the above Corporation have been filed in the form prescribed by my office, prepared and signed in duplicate in accordance with “An Act concerning domestic and foreign corporations for profit, providing penalties for the violation hereof, and repealing all laws or parts of laws in conflict herewith,” approved March 16, 1929, and Acts supplemental thereto.

The Amendment:

The exact text of Article VI is amended

NOW, THEREFORE, upon due examination, I find that the Articles of Amendment conform to law, and have endorsed my approval upon the duplicate copies of such Articles; that all fees have been paid as required by law; that one copy of such Articles has been filed in my office; and that the remaining copy of such Articles bearing the endorsement of my approval and filing has been returned by me to the Corporation.

	In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this 7th day of September 1978.
[SEAL]
	LARRY A. CONRAD, Secretary of State
	By
	Deputy

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NOTE: This form may now also be used for amending pursuant to the Medical Professional Corporation Act, the Dental Professional Corporation Act, and the Professional Corporation Act of 1965, as well as the General Corporation Act. If the corporation was formed pursuant to the authority of one of these statutes other than the General Corporation Act, so indicate in the preamble below by striking the references to the three inappropriate statutes. Professional Accounting Corporations are considered to be formed pursuant to the authority of the Indiana General Corporation Act, but subject to the provisions of IC 23-1-13.5, and appropriate statutory reference should be made in the preamble or Article I below.

Corporate Form No. 102 (Jan. 1977)—Page One

ARTICLES OF AMENDMENT (Amending Individual Articles Only)

Prescribed by Larry A. Conrad, Secretary of State of Indiana

Use Size 8½ x 11 White Paper for Inserts

Filing Requirements—Present 2 originally signed and fully executed copies to Secretary of State, Room 155, State House, Indianapolis 46204

Recording Requirements—Recording of Articles of Amendment in the Office of the County Recorder is generally no longer required by the Indiana General Corporation Act. However, if the name of the corporation is changed by this amendment, a certified ropy of the Certificate of Amendment must be filed with the Recorder of every county in which the corporation owns real estate.

	APPROVED
	AND
ARTICLES OF AMENDMENT	FILED
OF THE	SEP 7 1978
ARTICLES OF INCORPORATION
OF	/s/ [Illegible]
	SECRETARY OF
SAILOR MFG., INC.	STATE OF INDIANA

The undersigned officers of Sailor Mfg., Inc. (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of the Indiana General Corporation Act, as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I
Text of the Amendment

The exact text of Article(s) VI of the Articles of Incorporation of the Corporation, as amended (hereinafter referred to as the “Amendments”), now is as follows:

TERMS OF CAPITAL STOCK — Shares of the capital stock of the corporation may be issued by the corporation for such amount of consideration as may be fixed from time to time by the Board of Directors and may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor actually performed for services actually rendered to the corporation. The shares of the capital stock initially issued shall be issued pursuant to and subject to §1244 of the Internal Revenue Code of 1954, as amended. The holders from time to time of the common capital stock of the corporation shall have the right to purchase, at such respective equitable prices, terms and conditions (including pragmatic adjustments to avoid the issue of fractional shares) as shall be fixed by the Board of Directors, such of the common shares of the corporation as may be hereafter issued, from time to time, whether constituting common shares presently or subsequently authorized, and including shares held in the

9

ARTICLE I — Concluded

treasury in the corporation, in the respective ratios which the number of shares held by each shareholder at the respective times of such issue bears to the total number of shares issued and outstanding in the names of all shareholders at such respective times.

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Corporate Form No. 102 (Jan. 1977) — Page Two

Prescribed by Larry A. Conrad, Secretary of State of Indiana

ARTICLE II
Manner of Adoption and Vote

Section 1. Action by Directors (select appropriate paragraph).

(b) By written consent executed on August 18, 1978, signed by all of the members of the Board of Directors of the Corporation, a resolution was adopted proposing to the Shareholders of the Corporation entitled to vote in respect of the Amendments, that the provisions and terms of Articles of its Articles of Incorporation be amended so as to read as set forth in the Amendments, and a meeting of such shareholders was called to be held September 1, 1978, to adopt or reject the Amendments, unless the same were so approved prior to such date by unanimous written consent.

Section 2. Action by Shareholders (select appropriate paragraph).

(1)

(2)

(3)

11

Corporate Form No. 102 (Jan. 1977) — Page Three

Prescribed by Larry A. Conrad, Secretary of State of Indiana

(b) By written consent executed on August 18, 1978, signed by the holders of 1000 shares of the Corporation, being all of the shares of the Corporation entitled to vote in respect of the Amendments, the Shareholders adopted the Amendments.

Section 3. Compliance with Legal Requirements.

The manner of the adoption of the Amendments, and the vote by which they were adopted, constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

ARTICLE III

Statement of Changes Made With Respect to Any Increase
In The Number of Shares Heretofore Authorized

Aggregate Number of Shares

Previously Authorized

Increase                                                                              {indicate “0” or “N/A” if no increase}

Aggregate Number of Shares

To Be Authorized After Effect of This Amendment

12

Corporate Form No. 102 (Jan. 1977) — Page Four

Prescribed by Larry A. Conrad, Secretary of State of Indiana

IN WITNESS WHEREOF, the undersigned officers execute these Articles of Amendment of the Articles of Incorporation of the Corporation, and certify to the truth of the facts herein stated, this 1st day of Sept, 1978.

/s/ Vernon R. Sailor	/s/ Stanley Uryga
(Written Signature)	(Written Signature)
Vernon R. Sailor	Stanley Uryga
(Printed Signature)	(Printed Signature)
President of	Secretary of
Sailor Mfg., Inc.	Sailor Mfg., Inc.
(Name of Corporation)	(Name of Corporation)

STATE OF INDIANA	)
	)	SS:
COUNTY OF ELKHART	)

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Indiana, certify that Vernon R. Sailor, the                              President, and Stanley Uryga, the                        Secretary of Sailor Mfg., Inc. the officers executing the foregoing Articles of Amendment of the Articles of Incorporation, personally appeared before me, acknowledged the execution thereof, and swore to the truth of the facts therein stated.

Witness my hand and Notarial Seal this 1st day of Sept, 1978.

/s/ Samuel S. Thompson

(Written Signature)

Samuel S. Thompson

(Printed Signature)

Residing in Elkhart County

Notary Public

My Commission Expires:

Oct 6, 1979

This instrument was prepared by Samuel S. Thompson, Attorney at Law,

(Name)

305 First National Bank Bldg., Elkhart, Indiana 46514
(Number and Street or Building)	(City)	(State)	(Zip Code)

13

State Form 39074

SS-C71

Rev. 12-79

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE	[Illegible]
	JAN 10
CERTIFICATE OF MERGER	[Illegible]

To Whom These Presents Come, Greeting:

WHEREAS, there have been presented to this office for filing duplicate copies of Articles of Merger, merging

Corporation	State of Incorporation	Date of Incorporation/Admission
RESOURCE PRODUCTS CORP.	Texas	Not Admitted N/A

the non-survivor(s), into

(1) SAILOR MFG., INC. 7604 — 55410 an Indiana Corporation, the survivor, which corporation shall hereinafter be designated as SAILOR MFG., INC.;

NOW, THEREFORE, I, EDWIN J. SIMCOX, Secretary of State of Indiana, do hereby certify that I have this day endorsed my approval upon the duplicate copies of the Articles of Merger so presented, and having received the fees required by law, have filed one copy in this office and returned the other to the corporation.

The effective date of the merger is December 31, 1984

	In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this 21st day of December, 1984
[SEAL]
	EDWIN J. SIMCOX	Secretary of State,
	By
	Deputy

14

	APPROVED
	AND
	FILED
	DEC 21 1984
ARTICLES OF MERGER
	/s/ [Illegible]
RESOURCE PRODUCTS CORP.
	SECRETARY OF
INTO	STATE OF INDIANA

SAILOR MFG., INC.

The undersigned, Sailor Mfg., Inc. (hereinafter referred to as the “Surviving Corporation”), existing pursuant to the provisions of The Indiana General Corporation Act, as amended (hereinafter referred to as the “Act”) and desiring to give notice of corporate action affectuating the merger of Resource Products Corp. (hereinafter referred to as the “Merging Corporation”), a corporation organized pursuant to the laws of the State of Texas, and the laws of the State under which said foreign subsidiary is organized permits such merger, ninety-five per cent (95%) or more of the shares of each class where are owned by the Surviving Corporation, into the Surviving Corporation, and acting by its President or Vice-President and its Secretary or Assistant Secretary, hereby certifies the following facts:

SUBDIVISION A

PLAN OF MERGER

The Board of Directors of the Surviving Corporation, by resolution duly adopted, approved a Plan of Merger, the title, parties, terms conditions and signatures of which are as follows:

PLAN AND AGREEMENT OF MERGER

PLAN AND AGREEMENT OF MERGER dated as of December 10, 1984 between Sailor Mfg., Inc., an Indiana Corporation (“Sailor”), and Resource Products Corp., a Texas corporation (“Resource”).

-1-

15

WHEREAS, Sailor owns all the outstanding stock of Resource, and

WHEREAS, Resource currently reports to Sailor for financial planning and accounting purposes and is currently reported with Sailor for administrative convenience in the consolidated financial statements of the parent company, and

WHEREAS, the respective Boards of Directors of Sailor and Resource deem it advisable and in the best interest of Sailor and Resource that Resource merge with and into Sailor pursuant to this Agreement and the applicable provisions of the laws of the States of Indiana and Texas, such transaction being herein called the Merger, and

WHEREAS, the respective Boards of Directors of Sailor and Resource have approved and adopted this Agreement as a plan of reorganization, and

WHEREAS, Sailor has an authorized capital stock consisting of one thousand (1,000) shares of no par value, all of one class, of which one thousand (1,000) shares are now issued and outstanding, and such shares shall remain issued and outstanding, and

WHEREAS, Resource has an authorized capital stock consisting of (i) one million (1,000,000) shares of Common Stock of the par value of the ten cents ($ .10) per share, of which one hundred and sixty thousand (160,000) are now issued and outstanding and (ii) two hundred and fifteen thousand (215,000) shares of Cumulative Preferred Stock of the par value of one dollar ($1.00) per share, of which forty thousand (40,000) are now issued and outstanding, and such Common shares and Cumulative Preferred shares shall be cancelled.

NOW THEREFORE, Sailor and Resource do hereby agree with each other that Resource be merged into Sailor as the surviving corporation, pursuant to the applicable statutes of the States of Indiana and Texas, subject to the following terms and conditions:

1.      The effective time of the Merger shall be December 31, 1984.

2.      (a) At the effective time of the Merger, the Certificate of Incorporation of Sailor shall be the Certificate of Incorporation of the surviving corporation until changed as provided by law; and

-2-

16

(b) At the effective time of the Merger, the By-Laws of Sailor shall become the By-Laws of the surviving corporation until they shall thereafter be duly amended.

3.      The separate existence of Resource shall cease at the effective time, whereupon Sailor and Resource shall become a single corporation.

4.      The corporate identity, existence, purposes, liabilities, obligations, powers, franchises, rights and immunities of Resource shall be merged into Sailor and Sailor shall be fully vested therewith.

5.      The corporate identity, existence, purposes, powers, rights and immunities of Sailor shall continue unaffected and unimpaired by the Merger and the duly qualified and acting Directors and Officers of Sailor immediately prior to the effective time of the Merger shall be the Directors and Officers of the surviving corporation to hold office until their respective successors are elected and qualified.

6.      The surviving corporation hereby agrees that it may be served with process in the State of Texas in any proceeding for the enforcement of any obligation of Resource and irrevocably appoints the Secretary of State of Texas as its agent to accept service of process in any such proceeding.

IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval duly given by resolutions adopted by the respective Boards of Directors of Sailor and Resources have caused these presents to be executed by the President or Vice President and attested by the Secretary or Assistant Secretary of each party hereto.

			SAILOR MFG., INC.
		By:	/s/ [Illegible]
ATTEST:			President or Vice President
By	/s/ Marigold Cole
	Secretary or Assistant Secretary
			RESOURCE PRODUCTS CORP.
			/s/ [Illegible]
ATTEST:			President or Vice President
By:	/s/ Marigold Cole
	Secretary or Assistant Secretary

-3-

17

SUBDIVISION B

LEGAL REQUIREMENTS

Section 1 — Ownership — The number of outstanding shares of each class of the Merging Corporation, and the number of such shares of each class owned by the Surviving Corporation are as follows:

	Total Shares	Shares Owned by
Class	Outstanding	Surviving Corporation
Common	160,000	160,000
Cumulative Preferred	40,000	40,000

Section 2 — Date of Mailing of Notice — No mailing was required since all the shares of the subsidiary corporation are owned by the Surviving Corporation.

Section 3 — Compliance with Legal Requirements — The manner of the Plan of Merger, and the vote by which it was adopted, constitute full legal compliance with the provisions of the Act and the laws of the State of Texas, and with the Articles of Incorporation and the By-Laws of the Merging Corporation and the Surviving Corporation.

-4-

18

SUBDIVISION C

EFFECTIVE DATE

The effective date of the Merger affectuated hereby is December 31, 1984.

IN WITNESS WHEREOF, the undersigned Surviving Corporation executes these Articles of Merger, its President or Vice-President and its Secretary or Assistant Secretary acting for and in behalf of such corporation, and certifies to the truth of the facts and acts herein recited. Dated this 17th day of December, 1984.

		SAILOR MFG., INC.
	By:	/s/ [Illegible]
		Vice President
		Vice President
Attest:
/s/ Marigold Cole
Assistant Secretary
		“Surviving Corporation”

-5-

19

STATE OF CALIFORNIA	)
	)     SS:
COUNTY OF SAN MATEO	)

I, the undersigned, a Notary public duly commissioned to take acknowledgments and administer oaths in the State of California, certify that Walter L. Heyman, the Vice President and Marigold Cole, the Assistant Secretary of Sailor Mfg., Inc., the officers executing the foregoing Articles of Merger, personally appeared before me; acknowledged the execution thereof for and in behalf of such Corporation; and swore to the truth of the facts therein stated.

WITNESS my hand and Notarial Seal this 17th day of December, 1984.

		/s/ Elizabeth A Bills
[SEAL]	OFFICIAL SEAL ELIZABETH A BILLS
	NOTARY PUBLIC · CALIFORNIA
	SAN MATEO COUNTY	Notary Public
	My comm. expires APR 16, 1985

My Commission Expires:

April 16, 1985

This instrument was prepared by                                                                         .

-6-

20

[Illegible]
JUL 1

[Illegible]

State Form 39074
SS-C71
Rev. 12-79

STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF MERGER

To Whom These Presents Come, Greeting:

WHEREAS, there have been presented to this office for filing duplicate copies of Articles of Merger, merging

Corporation	State of Incorporation	Date of Incorporation/Admission
K & S PRODUCTS, INC.	Indiana 6903-00306	March 3, 1969

the non-survivor(s), into

SAILOR MFG., INC. 7604 — 55410,

an Indiana Corporation, the survivor, which corporation shall hereinafter be designated as

SAILOR MFG., INC.;

NOW, THEREFORE, I, EDWIN J. SIMCOX, Secretary of State of Indiana, do hereby certify that I have this day endorsed my approval upon the duplicate copies of the Articles of Merger so presented, and having received the fees required by law, have filed one copy in this office and returned the other to the corporation.

The effective date of the merger is June 30, 1985

[SEAL]	In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this 24th day of June, 1985
	EDWIN J. SIMCOX	Secretary of State,
	By
	Deputy

21

FILING REQUIREMENTS — Present two fully executed copies to the Secretary of State, plus such additional copies as needed in order to fulfill the recording requirements.

RECORDING REQUIREMENTS — Within 10 days after filling. record a copy, duly certified by the Secretary of State, with the Office of the Recorder of all counties in Indiana in which any corporation party to the merger has real property, the title to which is transferred thereby.

ARTICLES OF MERGER — page one

Corporate Form #110 (Sept. 1977)

Prescribed by Larry A. Conrad

Secretary of State of Indiana

APPROVED
AND
FILED
JUN 24 1985

/s/ [Illegible]

SECRETARY OF [Illegible]

ARTICLES OF MERGER

OF

K & S PRODUCTS, INC.

INTO

SAILOR MFG., INC.

In compliance with the requirements of the Indiana General Corporation Act (hereinafter, the “Act”), the undersigned corporations, desiring to effect a merger, hereby certify that:

Article I

SURVIVING CORPORATION

A. The name of the corporation surviving the merger is:

Sailor Mfg. Inc. and such name has not (designate which) been changed as a result of the merger.

B. Check and complete one of the following:

x The surviving corporation is a domestic corporation existing pursuant to the provisions of the Act.

o The surviving corporation is a foreign corporation incorporated under the laws of the State of                          and admitted/not admitted (designate which) to do business in Indiana. If the surviving corporation is qualified to do business in Indiana, state date of admission                                                                                        (if Application for Admission is filed concurrently herewith, state “Upon approval of Application for Admission”).

o The surviving corporation does not intend to transact business in Indiana.

(IND. - 343 - 2/11/81)

22

Article II

MERGING CORPORATION(S)

The name, State of Incorporation and date of incorporation or admission, respectively, of each Indiana domestic corporation and Indiana-qualified foreign corporation, other than the survivor, which is a party to the merger are as follows:

K & S Products, Inc.
(Name of Corporation)
Indiana	March 3, 1969
(State of domicile)	(Date of incorporation or qualification in Indiana)
(Name of Corporation)
(State of domicile)	(Date of incorporation or qualification in Indiana)
(Name of Corporation)
(State of domicile)	(Date of incorporation or qualification in Indiana)

Article III

AGREEMENT OF MERGER

The Agreement of Merger, containing the title, parties, terms and conditions, is set forth in “Exhibit A”, attached hereto and made a part hereof.

Article IV

MANNER OF ADOPTION AND VOTE

The manner of adoption and vote by which the plan of merger was approved by each domestic corporation party to the merger is as follows:

A. Action by Domestic Surviving (designate which) Corporation,

Sailor Mfg., Inc.

(Name of Corporation)

23

1.Action by Directors (select appropriate paragraph):

(a) The Board of Directors of the above-named domestic corporation, at a meeting thereof, duly called, constituted and held on April 2, 1985, adopted by a majority vote of the members of such board a resolution approving the Agreement of Merger and directing that it be submitted for approval or rejection to the shareholders of such corporation entitled to vote in respect thereof at a Special meeting of such shareholders to be held on April 18, 1985, unless the same were so approved before such date by unanimous written consent.

2.         Action by Shareholders (select appropriate paragraph):

(b) By written consent, executed on April 2, 1985 signed by the holders of all of the shares of the Corporation, being all of the shares of the Corporation entitled to vote in respect of an Agreement of Merger, the shareholders authorized adoption of the Agreement of merger by such corporation.

24

3. Subsequent Action by Directors (select appropriate paragraph):

(c) Since the shareholders of the above-named domestic corporation voted unanimously in favor of the Agreement of Merger, no subsequent action by the Board of Directors of such corporation was required. A resolution anticipating unanimous approval was duly adopted by the Board of Directors of such corporation in conjunction with the resolutions approving the Agreement of Merger which authorized the execution thereof by the undersigned President or Vice-President and Secretary or Assistant Secretary of such corporation, without further action by the Board of Directors.

4. Compliance with Legal Requirements:

The manner of the adoption of the Agreement of Merger, and the vote by which it was adopted, constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the by-laws of the above-named domestic corporation.

B.    Action by Domestic Merging Corporation, K & S Products. Inc.

(Name of corporation)

1.Action By Directors (select appropriate paragraph):

(a) The Board of Directors of the above-named domestic corporation, at a meeting thereof, duly called, constituted and held on April 1, 1985 adopted by a majority vote of the members of such board a resolution approving the Agreement of Merger and directing that it be submitted for approval or rejection to the shareholders of such corporation entitled to vote in respect thereof at a Special meeting of such shareholders to be held on April 18, 1985, unless the same were so approved before such date by unanimous written consent.

25

2. Action by Shareholders (select appropriate paragraph):

(b) By written consent, executed on April 1, 1985, signed by the holders of all of the shares of the Corporation, being all of the shares of the Corporation entitled to vote in respect of an Agreement of Merger, the shareholders authorized adoption of the Agreement of Merger by such corporation.

3. Subsequent Action by Directors (select appropriate paragraph):

(c) Since the shareholders of the above-named domestic corporation voted unanimously in favor of the Agreement of Merger, no subsequent action by the Board of Directors of such corporation was required. A resolution anticipating unanimous approval was duly adopted by the Board of Directors of such corporation in conjunction with the resolutions approving the Agreement of Merger which authorized the execution thereof by the undersigned President or Vice-President and Secretary or Assistant Secretary of such corporation, without further action by the Board of Directors.

26

4. Compliance with Legal Requirements:

The manner of the adoption of the Agreement of Merger, and the vote by which it was adopted, constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the by-laws of the above-named domestic corporation.

(Insert additional pages as necessary to show the manner of adoption and vote of each end every Indiana domestie corporation party to the merger.)

Article V

REPRESENTATIONS BY FOREIGN CORPORATION(S) PARTY TO THE MERGER

(Strike this section if no foreign corporation is party to the merger)

A.The plan was authorized by the foreign corporation(s), adopted or approved as the case may be, in accordance with the laws of the State of domicile.

(Strike this section if the surviving corporation is domestic)

27

Article VI*

STATEMENT OF CHANGES MADE WITH RESPECT TO INCREASE
IN AUTHORIZED SHARES OF SURVIVING CORPORATION

	(Strike this Article if survivor is not Indiana domestic corporation)
A.	Total number of shares authorized survivor after giving effect to this merger	1,000
B.	Total number of shares authorized survivor prior to this merger	1,000
C.	Net increase in authorized shares (subtract B from A)	-0-
D.	Aggregate of all shares authorized non-surviving domestic corporations party to this merger and all “Indiana shares” credited previously qualified (admitted) foreign corporations party to this merger	2,000
E.	Authorized share increase, if any (subtract D from C)	-0-

* (The purpose for the Information required by this section is to enable the Secretary of State to more readily calculate the additional fee, if any, resulting from an increase in authorized shares and to credit the surviving corporation with the authorized shares of merging domestic and “Indiana shares” of merging foreign corporations previously credited to such corporation parties to the merger, pursuant to IC 23-3-2-2, as amended by Indiana Acts 1977, P.L. 76.)

28

IN WITNESS WHEREOF, each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer, duly attested by another such officer, acting for and on behalf of such corporation; and each of such corporations certifies to the truth of the facts and acts relating to it and the action taken by its Board of Directors and shareholders.

Dated this 13th day of June, 1985

	Sailor Mfg., Inc.
	(Name of Corporation)
By:	/s/ Robert Marcus
	(Written Signature)
	Robert Marcus
	(Printed Name)
	Vice-President

/s/ Marigold Cole
(Written Signature)
	Marigold Cole
(Printed Name)
Assistant Secretary

STATE OF California	)
	)	SS:
COUNTY OF San Mateo	)

I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the above captioned State, hereby certify that the above-signed officers of the above-named corporation personally appeared before me; acknowledged their execution of the foregoing Articles of Merger; and swore or attested to the facts therein stated.

WITNESS my hand and Notarial Seal this 13th day of June, 1985

		/s/ Diane Spiteri
[SEAL]	OFFICIAL SEAL DIANE SPITERI	(Written Signature)
	NOTARY PUBLIC — CALIFORNIA
	SAN MATEO COUNTY	Diane Spiteri
	My comm. expires APR 29, 1988	(Printed Name)

My Notarial Commission Expires: April 29, 1988

29

	K & S Products, Inc.
	(Name of Corporation)
By:	/s/ Robert Marcus
	(Written Signature)
	Robert Marcus
	(Printed Name)
	Vice-President

/s/ Marigold Cole

(Written Signature)

Marigold Cole

(Printed Name)

Assistant Secretary

STATE OF California	)
	)	SS:
COUNTY OF San Mateo	)

I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the above captioned State, hereby certify that the above-signed officers of the above-named corporation personally appeared before me; acknowledged their execution of the foregoing Articles of Merger; and swore or attested to the facts therein stated.

WITNESS my hand and Notarial Seal this 13th day of June, 1985

		/s/ Diane Spiteri
[SEAL]	OFFICIAL SEAL DIANE SPITERI	(Written Signature)
	NOTARY PUBLIC - CALIFORNIA
	SAN MATEO COUNTY	Diane Spiteri
	My comm. expires APR 29, 1988	(Printed Name)

My Notarial Commission Expires:	April 29, 1988
This instrument was prepared by

(Insert extra signature and Notary Acknowledgment pages as necessary)

30

Exhibit “A”

PLAN AND AGREEMENT OF MERGER

Plan and Agreement of Merger dated as of April 1, 1985, among Sailor Mfg., Inc., an Indiana corporation (“Sailor”), K & S Products, Inc., an Indiana corporation (“K & S”), and Alumax Fabricated Products, Inc., a Delaware Corporation (“AFP”).

RECITALS

1. AFP owns all the outstanding stock of Sailor and K & S; and

2. K & S currently reports directly to Sailor for financial planning and accounting purposes and is currently reported with Sailor for administrative convenience in the consolidated statements of the parent company, AFP; and

3. The respective Boards of Directors of Sailor and K & S deem it advisable and in the best interest of Sailor and K & S that K & S merge with and into Sailor pursuant to this Agreement and the applicable provisions of the laws of the State of Indiana, such transaction being herein called the Merger; and

31

4. The Boards of Directors of Sailor and K & S, respectively, have approved and adopted this Agreement as a plan of reorganization; and

5. Sailor has an authorized capital stock consisting of one thousand (1,000) shares of no par value, all of one class, of which one thousand (1,000) shares are now issued and outstanding, and such shares shall remain issued and outstanding; and

6. K & S has an authorized capital stock consisting of two thousand (2,000) shares of no par value, of all one class of which four hundred fifty-five (455) shares are now issued and outstanding, and such shares shall be cancelled.

NOW, THEREFORE, Sailor, K & S, and AFP do hereby agree each with the other that K & S be merged into Sailor as the surviving corporation, pursuant to the applicable statutes of the State of Indiana, subject to the following terms and conditions:

1. The effective time of the Merger shall be June 30, 1985.

2.       (a) At the effective time of the Merger, the Certificate of Incorporation of Sailor shall be the Certificate of Incorporation of the surviving corporation until changed as provided by law; and

(b) At the effective time of the Merger, the By-Laws of Sailor shall become the By-Laws of the surviving corporation until they shall thereafter be duly amended.

32

3. The separate existence of K & S shall cease at the effective time, whereupon Sailor and K & S shall become a single corporation.

4. The corporate identity, existence, purposes, liabilities, obligations, powers, franchises, rights and immunities of K & S shall be merged into Sailor and Sailor shall be fully vested therewith.

5. The corporate identity, existence, purposes, powers, rights and immunities of Sailor shall continue unaffected and unimpaired by the Merger and the duly qualified and acting Directors and Officers of Sailor immediately prior to the effective time of the Merger shall be the Directors and Officers of the surviving corporation to hold office until their respective successors are elected and qualified.

6. The surviving corporation hereby agrees that it may be served with process in the State of Indiana in any proceeding for the enforcement of any obligation of K & S and irrevocably appoints the Secretary of State of Indiana as its agent to accept service of process in any such proceeding.

IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval duly given by resolutions adopted by the respective Boards of Directors of Sailor and K & S, have caused these presents to be executed by the President or Vice President and attested by the Secretary or Assistant Secretary of each party hereto.

33

		Sailor Mfg., Inc.
(SEAL)		By	/s/ [Illegible]
		Vice President
ATTEST:
By	/s/ Marigold Cole
Assistant Secretary
		K & S Products, Inc.
(SEAL)		By	/s/ [Illegible]
		Vice President
ATTEST:
By	/s/ Marigold Cole
Assistant Secretary
		Alumax Fabricated Products, Inc.
(SEAL)		By	/s/ [Illegible]
		President
ATTEST:
By	/s/ Marigold Cole
Assistant Secretary

34

STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment for:

SAILOR MFG INC

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

The name of the corporation is amended as follows:

ALUMAX DOOR PRODUCTS, INC.

NOW, THEREFORE, I, Joseph H Hogsett Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is January 11, 1989.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Eleventh day of January, 1989
Secretary of State
By	/s/ Joseph H Hogsett
Deputy

35

[SEAL]	ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION
	State Form 38333R2 / Corporate Form No. 102 (March l987) Articles of Amendment (Amending Individual Articles Only) Prescribe by Evan Bayh, Secretary of State of Indiana

Recording Requirements-Recording of Articles of Amendment in the Office of the County Recorder is generally no longer required by the Indiana General Corporation Act. However, if the name of the corporation is changed by this amendment, a certified copy of the certificate of Amendment must be filed with the recorder of every county in which the corporation owns real estate.

MAR 27 1989    
MICROFILMED

Instructions: Present 2 Originally Signed and Fully Executed Copies to:

Fee: $30.00 SECRETARY OF STATE
Room 155, State House
Indianapolis, Indiana 48204
(317) 232-6576 APPROVED
AND
FILED
IND SECRETARY OF STATE

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF

SAILOR MFG., INC.

The undersigned officers of

SAILOR MFG., INC.

(hereinafter referred to as the “Corporation”) existing pursuant to the provisions of:

(Indicate appropriate act)

x Indiana Business Corporation Law                             o Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendment(s)

SECTION 1 The date of Incorporation of the corporation is:

April 22, 1976

SECTION 2 The name of the corporation following this amendment to the Articles of incorporation is:

Alumax Door Products, Inc.

SECTION 3

The exact text of Article(s)                                                                                        of the Articles of Incorporation is now as follows:

The name of the Corporation is Alumax Door Products, Inc.

RECEIVED
[Illegible]

89 JAN 11 P2: 12

[Illegible]
SECRETARY OF STATE

(INDIANA — 1026 — 3/3/88)

36

ARTICLE II Manner of Adoption and Vote

SECTION 1 Action by Directors:

The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms

and provisions of Article(s)                                                                                                                  of the Articles of Incorporation and directing a meeting of the Shareholders, to be hold on                                                                                                                 , allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (select appropriate paragraph)

(a)                Vote of the Board of Directors at a meeting held on                                                     , 19                                           , at which a quorum of such Board was present.

(b)               Written consent executed on January 9, 1989, and signed by all members of the Board of Directors.

SECTION 2 Action by Shareholders:

The Shareholders of the Corporation entitled to vote in respect of the Articles of Amendment adopted the proposed amendment.

The amendment was adopted by: (select appropriate paragraph)

(a)                Vote of such Shareholders during the meeting called by the Board of Directors. The result of such vote is as follows :

	TOTAL
SHAREHOLDERS ENTITLED TO VOTE:
SHAREHOLDERS VOTED IN FAVOR:
SHAREHOLDERS VOTED AGAINST:

(b)               Written consent executed on January 9,1989 and signed by all such Shareholders.

SECTION 3 Compliance with Legal Requirements.

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

ARTICLES III Statement of Changes Made With Respect to Any Increase in The Number of Shares Heretofore Authorized

Aggregate Number of Share
Previously Authorized
Increase (indicate “o” or
“N/A” if no increase)	N/A
Aggregate Number of Shares
To Be Authorized After Effect
of This Amendment

I hereby verify subject to the penalties of perjury that the facts contained herein are true.

Current Officer’s Signature	Officer’s Name Printed
/s/ Paul E. Drack	Paul E. Drack
Officer’s Title
Vice President

37

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment for:

ALUMAX DOOR PRODUCTS, INC.

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

The name of the corporation is amended an follows:

JOHNSON DOOR PRODUCTS, INC.

NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is September 23, 1996.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the city of Indianapolis, this Twenty-third day of September, 1996.

/s/ [Illegible]

Deputy

38

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
ALUMAX DOOR PRODUCTS, INC.

The undersigned officers of Alumax Door Products, Inc. (hereinafter referred to as the “Corporation”), a corporation organized and existing pursuant to the Indiana Business Corporation Law, as amended (the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation do hereby certify the following facts:

FIRST: The date of incorporation of the Corporation is April 22, 1976.

SECOND: The name of the Corporation following this amendment to the Articles of Incorporation is “Johnson Door Products, Inc”.

THIRD: The exact text to Article I of the Articles of Incorporation is now as follows:

ARTICLE I

Name

The name of the Corporation is Alumax Door Products, Inc.

FOURTH: That the Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provisions of Article I of the Articles of Incorporation and directing a meeting of the Shareholders, allowing such Shareholders to vote on the proposed amendment. The resolution was adopted by written consent dated September 19, 1996 and signed by all members of the Board of Directors.

FIFTH: That the Sole Shareholder of the Corporation adopted the proposed amendment to Article I of the Articles of Incorporation by written consent dated September 19,1996 and signed by the Sole Shareholder.

SIXTH: That the manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation and the By-laws of the Corporation.

39

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed by Ms. Helen M. Feeney, its Vice President and Secretary and attested by Ms. Carla M. Brown, its Assistant Secretary, this 19th day of September, 1996.

ALUMAX DOOR PRODUCTS, INC.
By:	/s/ Helen M. Feeney
	Helen M. Feeney Vice President and Secretary

ATTEST:
By:	/s/ Carla M. Brown
	Carla M. Brown Assistant Secretary

40

STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment for:

JOHNSON DOOR PRODUCTS, INC.

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

The name of the corporation is amended as follows:

AMERIMAX RICHMOND COMPANY

NOW, THEREFORE, I, SUE ANNE CILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is June 30, 1997.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Thirtieth day of June, 1997.

/s/ [Illegible]

Deputy

43

		197604-554
[SEAL]	ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION State Form 38333 (A7/4-86) Approved by State Board of Accounts 1995	APPROVED AND FILED IND SECRETARY OF STATE	SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION

INSTRUCTIONS: Use 8½” x 11” white paper for inserts
Present original and one copies to the address in the upper right corner of this form. Please TYPE or PRINT. Indiana Code 23-1-38-1 or seq

FILING FEE IS 130.00

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
Name of Corporation
Johnson Door Products, Inc.
The undersigned officers of:
Johnson Door Products, Inc.
(hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)
x  Indiana Business Corporation Law      o  Indiana Professional Corporation Act of 1983
as amended (hereinafter referred to as the “Act”), [Illegible] to give notice of corporate action effectuating amendment of certain provisions of its Articles of incorporation, certify the following facts:
ARTICLE I Amendment(s)
SECTION 1 The date of incorporation of the Corporation is:
April 22, 1976
SECTION 2 The name of the Corporation following this amendment to the Articles of incorporation is:
Amerimax Richmond Company
SECTION 3
The exact text of Article(s)                                                                                                                                                    of the Articles of Incorporation is now as follows:
	Article I
	The name of the corporation is:
	Amerimax Richmond Company
SECTION 4 Date of each amendment’s adoption:
		May 22, 1997

(Continued on the reverse side)

44

ARTICLE II Manner of Adoption and Vote
Strike inapplicable section:
o SECTION 1  This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.
x SECTION 2  The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by:
	A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows:
	1,000	Shares entitled to vote.
	1,000	Number of shares represented at the meeting.
	1,000	Shares voted in favor.
	0	Shares voted against.
	B. Written consent executed on May 22, 1997 and signed by all such shareholders.
ARTICLE III Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the Provisions of the Act, the Articles of incorporation, and the By-Laws of the Corporation.
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 22nd day of May, 1997.

Signature of current officer	Printed name of officer
/s/ Frank T. Geist	Frank T. Geist
Officer’s title
Executive Vice President

45

State of Indiana

Office of the Secretary of State

CERTIFICATE OF REINSTATEMENT

of

AMERIMAX RICHMOND COMPANY

I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Application of Reinstatement of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.

NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, February 05, 2004.

	In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, February 5, 2004.
[SEAL]	/s/ Todd Rokita
	TODD ROKITA SECRETARY OF STATE

197604-554/20040206376585

46

197604-554

[SEAL] APPLICATION FOR REINSTATEMENT State Form 4160 [Illegible]/111 Approved by the State Board of Accounts 1995 TODD [Illegible] SECRETARY OF STATE CORPORATIONS DIVISION 302 W Washington [Illegible], Rm E018 Indianapolis IN 46204 Telephone: (317) 232-6576

Indiana Code 23-1-46-3 (for [Illegible] corporation)

Indiana Code 23-17-23-3 (not for [Illegible] corporation)

Application must include the following:

1. Certificate of Clearance: Issued by the Indiana Department of Revenue

2. Corporate Reports and Fees: Please call our information line to learn what reports are due (317) 232-6576 or log onto the web site at www.sos.in.gov

a. Up to and including 1995, Annual Reports filed every year.

Annual Report fee $15.00

b. Beginning with 1996, Biennnial Reports filed every two years.

Biennial Report fee $30.00

Corporations incorporated in an even year, file every even year.

Corporations incorporated in an odd year, file every odd year.

c. Nonprofit corporations file Annual Reports every year.

Nonprofit Corporate Report fee $10.00

3. Restatement filing fee: $30.00 plus business entity report fee.

THIS APPLICATION CANNOT BE ACCEPTED WITHOUT A CERTIFICATE OF CLEARANCE FOR REINSTATEMENT FROM THE INDIANA DEPARTMENT OF REVENUE.

SECTION I — CORPORATE INFORMATION

Name of corporation	Date of Incorporation
Amerimax Richmond Company	4/22/76
Effective date of administrative dissolution
5/31/00

SECTION II — AFFIDAVIT OF CORPORATE OFFICER OF DIRECTOR

The undersigned, being at least one of the principal officers or a director of the above-named corporation deposes and says:

A.                that the grounds for dissolution did not exist or have been eliminated, and;

B. that the Corporation’s name satisfies the requirements of the Indiana Code 23-1-23-1, or Indiana Code 23-17-5-1.

IN WITNESS WHEREOF, the undersigned being the	Secretary & C.F.O.	of
	Title
said corporation executes this application and verifies, subject to penalties of perjury, that the statements
contained herein are true, this 13 day of January, 2004.

Signature	Printed name
/s/ R. Scott Vansant	R. Scott Vansant

47

[SEAL]
AD-190 (R1/1-03)
State Form #50111
Name of Corporation Indiana Department of Revenue
Certificate of Clearance
for Reinstatement

Amerimax Richmond Company	Federal ID#
5445 Traingle Pkwy	35-1995557
Suite 350	TID#
Nocross, GA 30092	0006839879
	Date Issued (Valid for 60 days)
	02-04-2004

TO:	Todd Rokita
	Secretary of State
	Corporations Division

The corporation named above has filed with the Department of State Revenue an affidavit, Form AD-19, disclosing that the corporation is applying for a Certificate of Reinstatement from the Secretary of State, and requesting a Certificate of Clearance front this Department stating all taxes and fees owed by the corporation have been paid.

An examination of the corporation’s existing accounts for listed taxes and fees required to be administered or collected by the Department has determined that all taxes, fees, interest, and penalties due have been paid or satisfied. Execution of this document does not preclude the Department from future examination and adjustment of the corporation’s Indiana tax accounts for any period.

This Certificate of Clearance shall be null and void sixty (60) days after its date of issue.

/s/ Kenneth L. Miller
Kenneth L. Miller, Commissioner Indiana Department of Revenue
/s/ Diana Freeman
Diana Freeman, Administrator Compliance Division
BY:	/s/ [Illegible]

Instructions to the corporation:

This notice is the signed original. You are to include this certification along with the other documents constituting your Application for Reinstatement (SF4160). Do Not Mail this certificate separately to the Secretary of State unless, you are so directed.

48

EX-3.14

Exhibit 3.14

ALUMAX DOOR PRODUCTS, INC.

BY-LAWS

As adopted and in effect on April 17, 1990

ALUMAX DOOR PRODUCTS, INC.

INDEX TO BY-LAWS

ARTICLE ONE
Offices
1.1	Registered Office and Agent	1
1.2	Other Offices	1
ARTICLE TWO
Stockholders’ Meetings
2.1	Place of Meetings	1
2.2	Annual Meetings	1
2.3	Special Meetings	2
2.4	Notice of Meetings	2
2.5	Quorum	2
2.6	Voting of Shares	3
2.7	Proxies	3
2.8	Presiding Officer	4
2.9	Adjournments	4
2.10	Action of Stockholders Without a Meeting	5
ARTICLE THREE
The Board of Directors
3.1	General Powers	5
3.2	Number, Election and Term of Office	5
3.3	Removal	6
3.4	Vacancies	6
3.5	Compensation	6
3.6	Committees of the Board of Directors	6
ARTICLE FOUR
Meetings of the Board of Directors
4.1	Regular Meetings	7
4.2	Special Meetings	7
4.3	Place of Meetings	7
4.4	Notice of Meetings	7
4.5	Quorum	8
4.6	Vote Required for Action	8
4.7	Action by Directors Without a Meeting	8
4.8	Adjournments	9
4.9	Participation by Conference Telephone	9
4.10	Presiding Officer	9

April 12, 1990

bylaws.

ARTICLE FIVE
Notice and Waiver
5.1	Procedure	10
5.2	Waiver	10
ARTICLE SIX
Officers
6.1	Number	10
6.2	Election and Term	11
6.3	Compensation	11
6.4	Removal	11
6.5	President	11
6.6	Vice Presidents	12
6.7	Secretary	13
6.8	Treasurer	13
6.9	Controller	14
6.10	Assistant Secretary and Assistant Treasurer	14
6.11	Bonds	14
ARTICLE SEVEN
Dividends
7.1	Time and Conditions of Declaration	15
7.2	Reserves	15
7.3	Stock Dividends — Unissued Shares	15
7.4	Stock Splits	15
ARTICLE EIGHT
Shares
8.1	Authorization and Issuance of Shares	16
8.2	Stock Certificates	16
8.3	Rights of Corporation with Respect to Registered Owners	17
8.4	Transfer of Stock	17
8.5	Lost, Stolen or Destroyed Certificates	18
8.6	Fixing of Record Date	18
8.7	Record Date if None Fixed	19
ARTICLE NINE
Indemnification
9.1	Right to Indemnification	19

9.2	Right of Claimant to Bring Suit	21
9.3	Non-Exclusivity of Rights	22
9.4	Insurance	22
9.5	Expenses as a Witness	22
9.6	Indemnity Agreements	23
ARTICLE TEN
Books and Records
10.1	Inspection of Books and Records	23
10.2	Fiscal Year	23
10.3	Seal	23
10.4	Annual Statement	23
ARTICLE ELEVEN
Amendments
11.1	Power to Amend By-Laws	24
11.2	Conditions	24

ALUMAX DOOR PRODUCTS, INC.

ARTICLE ONE

Offices

1.1       Registered Office and Agent.  The Corporation shall maintain a registered office in the State of Indiana and shall have a registered agent whose business office is identical with such registered office.

1.2       Other Offices.  The Corporation may have offices at such place or places within or without the State of Indiana as the Board of Directors may from time to time appoint or the business of the Corporation may require or make desirable.

ARTICLE TWO

Stockholders’ Meetings

2.1       Place of Meetings.  Meetings of the stockholders shall be held at any place within or without the State of Indiana as set forth in the notice thereof or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver or, if no place is so specified, at the registered office of the Corporation.

2.2       Annual Meetings.  The annual meeting of stockholders shall be held on the second Friday in March unless that day be a legal holiday, and in that event, on the next succeeding business day, or at such other date and time as shall be designated by the Board of Directors and stated in the notice of the meeting, for the purpose of electing Directors and transacting any and all business that may properly come before the meeting.

1

2.3       Special Meetings.  Special meetings of the stockholders may be called at any time by the President, the Board of Directors, or by the Secretary of the Corporation upon the written request of the holders of fifty percent (50%) or more of all the shares entitled to vote.

2.4       Notice of Meetings.  Unless waived as contemplated in Section 5.2 or by attendance at the meeting, either in person or by proxy, for any purpose other than to object to the transaction of business, a written or printed notice of each stockholders’ meeting stating the place, day and hour of the meeting shall be delivered not less than ten days nor more than sixty days before the date thereof, either personally or by mail, by or at the direction of the President or Secretary or other person calling the meeting, to each stockholder of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting, the notice of the meeting need not state the purpose or purposes of the meeting unless the purpose or purposes constitute a matter which the Indiana Business Corporation Law requires to be stated in the notice of the meeting. In the case of a special meeting, the notice of meeting shall state the purpose or purposes for which the meeting is called.

2.5       Quorum.  At all meetings of the stockholders, the presence, in person or by proxy of the holders of more than one-half of the shares outstanding and entitled to vote shall constitute a quorum. If a quorum is present, a majority of the shares outstanding and entitled to vote which are represented at

2

any meeting shall determine any matter coming before the meeting unless a different vote is required by statute, by the Certificate of Incorporation or by these By-Laws. The stockholders at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.6       Voting of Shares.  Except as otherwise provided by statute or the Certificate of Incorporation, each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders except as otherwise provided herein. Voting on all matters shall by voice vote or by show of hands unless any qualified voter, prior to the voting on any matter, demands a vote by ballot, in which case each ballot shall state the name of the stockholder voting and the number of shares voted by such stockholder, and if such ballot be cast by proxy, it shall also state the name of such proxy.

2.7       Proxies.  A stockholder entitled to vote pursuant to Section 2.6 may vote in person or by proxy executed in writing by the stockholder or by an attorney-in-fact. A proxy shall not be valid after eleven months from the date of its execution, unless a longer period is expressly stated therein. If the validity of any proxy is questioned it must be submitted to the Secretary of the stockholders’ meeting for examination or to a proxy officer or committee appointed by the person presiding at the meeting. The Secretary of the meeting or, if appointed, the proxy officer or committee shall determine the validity or invalidity of any proxy

3

submitted and reference by the Secretary in the minutes of the meeting to the validity of the proxy shall be received as prima facie evidence of the facts stated for the purpose of establishing the presence of quorum at such meeting and for all other purposes.

2.8       Presiding Officer.  The President, or in his or her absence, a Vice President, shall serve as Chairman of every stockholders’ meeting unless some other person is elected to serve as Chairman by a majority vote of the shares represented at the meeting. The Chairman shall appoint such person as he or she deems required to assist with the meeting. The Secretary, or in his or her absence the Assistant Secretary, shall record the minutes of the meeting.

2.9       Adjournments.  Any meeting of the stockholders, whether or not a quorum is present, may be adjourned by the holders of a majority of the voting shares represented at the meeting to reconvene at a specific time and place. It shall not be necessary to give any notice of the reconvened meeting or of the business to be transacted, if the time and place of the reconvened meeting are announced at the meeting which was adjourned, except that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At any such reconvened meeting at which a quorum is represented or present, any business may be transacted which could have been transacted at the meeting which was adjourned.

4

2.10     Action of Stockholders Without a Meeting.  Any action which may be taken at a meeting of the stockholders may be taken without a meeting if a written consent, setting forth the action authorized, shall be signed by each of the stockholders entitled to vote on such action. Such written consent shall have the same effect as a unanimous vote of the stockholders at a special meeting called for the purpose of considering the action authorized and shall be filed in the minute book of the Corporation by the Officer having custody of the corporate books and records.

ARTICLE THREE

The Board of Directors

3.1       General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon it by these By-Laws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things except those acts and things which by law, by a legal agreement among stockholders, by the Certificate of Incorporation or by these By-Laws are required to be or done by the stockholders.

3.2       Number, Election and Term of Office.  Except when state law permits a lesser number, the number of Directors of the Corporation shall be not less than one nor more than eleven, the precise number to be fixed by resolution of the Board of Directors from time to time. Except as provided in Section 3.4, the Directors shall be elected by the affirmative vote of a majority of the shares represented at the annual meeting. Each Director,

5

except in case of death, resignation, retirement, disqualification, or removal, shall serve until the next succeeding annual meeting and thereafter until his or her successor shall have been elected and qualified.

3.3       Removal.  Any Director may be removed from office with or without cause by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of Directors. Removal action may be taken at any stockholders’ meeting with respect to which notice of such purpose has been given, and a removed Director’s successor may be elected at the same meeting to serve the unexpired term.

3.4       Vacancies.  A vacancy occurring in the Board of Directors, except by reason of removal of a Director, may be filled for the unexpired term, and until the stockholders shall have elected a successor, by affirmative vote of a majority of the Directors remaining in office though less than a quorum of the Board of Directors.

3.5       Compensation.  Directors may receive such compensation for their services as Directors as may from time to time be fixed by vote of the Board of Directors or the stockholders. A Director may also serve the Corporation in a capacity other than that of a Director and receive compensation, as determined by the Board of Directors for services rendered in that other capacity.

3.6       Committees of the Board of Directors.  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive

6

committee and one or more other committees, each consisting of two or more Directors. Except as prohibited by law, each committee shall have the authority set forth in the resolution establishing said committee.

ARTICLE FOUR

Meetings of the Board of Directors

4.1       Regular Meetings.  Regular meetings of the Board of Directors shall be held immediately after the annual meeting of stockholders or any meeting held in lieu thereof. In addition, the Board of Directors may schedule other meetings to occur at regular intervals throughout the year.

4.2       Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence by the Secretary of the Corporation, or by any two Directors in office at that time, except that when the Board of Directors consists of only one Director, then one Director may call a special meeting.

4.3       Place of Meetings.  Directors may hold their meetings at any place within or without the State of Indiana as the Board of Directors may from time to time establish for regular meetings or as is set forth in the notice of special meetings or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver.

4.4       Notice of Meetings.  No notice shall be required for any regularly scheduled meeting of the Directors of the Corporation. Unless waived as contemplated in Section 5.2, the President or

7

Secretary of the Corporation or any Director thereof shall give notice to each Director of each special meeting which notice shall state the time, place and purposes of the meeting. Such notice shall be given by mailing a notice of the meeting at least ten days before the date of the meeting, or by telephone, telegram, cablegram or facsimile transmission or personal delivery at least two days before the date of the meeting. Notice shall be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency. Attendance by a Director at a meeting shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.

4.5       Quorum.  At meetings of the Board of Directors, more than one-half of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. In no case shall less than two Directors constitute a quorum, except that when the Board of Directors consists of only one Director, then one Director shall constitute a quorum.

4.6       Vote Required for Action.  Except as otherwise provided in these By-Laws or by law, the act of a majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board of Directors.

4.7       Action by Directors Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a

8

meeting if a written consent thereto shall be signed by all the Directors or members of the committee and such written consent is filed with the minutes of the proceedings of the Board or the committee. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors at a duly called and duly constituted meeting.

4.8       Adjournments.  A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the Directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.

4.9       Participation by Conference Telephone.  Members of the Board of Directors, or members of any committee of the Board of Directors, may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 4.9 shall constitute presence in person at such meeting.

4.10     Presiding Officer.  The President shall preside at all meetings of the Board of Directors. In the absence of the President, the Board of Directors shall designate a Director to preside.

9

ARTICLE FIVE

Notice and Waiver

5.1       Procedure.  Whenever these By-Laws require notice to be given to any stockholder or Director, the notice shall be given as prescribed in Section 2.4 or 4.4 for any stockholder or Director respectively. Whenever notice is given to a stockholder or Director by mail, the notice shall be sent first class mail by depositing the same in a post office or letter box in a postage prepaid sealed envelope addressed to the stockholder or Director at his or her address as it appears on the books of the Corporation, and such notice shall be deemed to have been given at the time the same is deposited in the United States Mail.

5.2       Waiver.  Whenever any notice is required to be given to any stockholder or Director by law, by the Certificate of Incorporation or by these By-Laws, a waiver thereof in writing signed by the Director or stockholder entitled to such notice or by the proxy of such stockholder, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto.

ARTICLE SIX

Officers

6.1       Number.  The Officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, one or more Vice Presidents as determined or designated by the Board of Directors, a Secretary and a Treasurer. The Board of Directors may elect a Controller and one or more of the following: Assistant

10

Secretary, Assistant Treasurer and Assistant Controller. Any two or more offices may be held by the same person, except the offices of President and Secretary.

The Corporation may have a General Counsel who shall be appointed by the Board of Directors and shall have general supervision of all matters of a legal nature concerning the Corporation.

The Corporation may have a Chief Financial Officer who shall be appointed by the Board of Directors and shall have general supervision over the financial affairs of the Corporation.

6.2       Election and Term.  All Officers shall be elected by the Board of Directors and shall serve at the will of the Board of Directors and until their earlier death, resignation, removal, retirement or disqualification.

6.3       Compensation.  The compensation of all Officers of the Corporation shall be fixed by the Board of Directors.

6.4       Removal.  Any Officer or agent elected by the Board of Directors may be removed by the Board of Directors at any meeting with respect to which notice of such purpose has been given to the members thereof.

6.5       President.  The President shall have such powers and perform such duties as may be assigned by the Board of Directors; and shall be the Chief Executive Officer of the Corporation and subject to the overall direction and supervision of the Board of Directors; and shall be in general charge of the affairs of the Corporation; and shall consult with and advise the Board of

11

Directors on the business and the affairs of the Corporation. The President shall have the power to make and execute contracts on behalf of the Corporation and to delegate such power to others. In addition, the President may from time to time appoint in writing, which writing shall be placed in the minutes of the proceedings of the Board of Directors, such additional Officers of the Corporation (other than those elected or appointed by the Board of Directors) as in his opinion the business of the Corporation requires, to hold office at the pleasure of the President; and the President shall have the power to fix the salaries of any such appointed Officers as he in his discretion may determine. The President shall also have the power to remove in writing, which writing shall be placed in the minutes of the proceedings of the Board of Directors, any Officers of the Corporation (including those elected or appointed by the Board of Directors) as in his opinion the business of the Corporation requires. In the absence or disability of the President his or her duties shall be performed by such Vice President as the Board of Directs may designate. The President shall also have the power to make and execute contracts on the Corporation’s behalf and to delegate such power to others.

6.6       Vice Presidents.  The Vice President shall, in the absence or disability of the President, or at the direction of the President, perform the duties and exercise the powers of the President. If the Corporation has more than one Vice President, the one designated by the Board of Directors shall act in lieu of the President. Any Vice President shall also have the power to

12

make and execute contracts on the Corporation’s behalf and to delegate such power to others. Vice Presidents shall perform whatever duties and exercise such powers the Board of Directors or the President may from time to time assign.

6.7       Secretary.  The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders, Directors and committees of Directors. He or she shall have authority to give all notices required by law or these By-Laws, He or she shall be custodian of the corporate books, records, contracts and other documents. The Secretary may affix the corporate seal to any lawfully executed documents requiring it and shall sign such instruments as may require his or her signature. The Secretary shall have the power and authority to vote on behalf of the Corporation any shares of stock, or equity interest in any Corporation, partnership, association or other entity, owned of record or beneficially by the Corporation. The Secretary shall perform such additional duties and have such additional powers as may be assigned to him or her from time to time by the Board of Directors or the President.

6.8       Treasurer.  The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors and the President. The Treasurer shall keep full and true accounts of all receipts and disbursements and shall make such reports of the same to the Board of Directors and President upon request. The Treasurer shall perform such additional duties and

13

have such additional powers as may be assigned to him or her from time to time by the Board of Directors or the President.

6.9       Controller.  The Controller shall keep or cause to be kept in the books of the Corporation provided for that purpose a true account of all transactions and of the assets and liabilities of the Corporation. The Controller shall prepare and submit to the President periodic balance sheets, profit and loss statements and such other schedules as may be required to keep the President currently informed of the operations and financial condition of the Corporation, cause adequate internal audits of the financial condition of the Corporation, cause adequate internal audits of the financial transactions of the Corporation to be made, prepare and submit annual budgets, and perform such other duties as may be assigned by the Board of Directors or the President.

6.10     Assistant Secretary and Assistant Treasurer.  The Assistant Secretary and Assistant Treasurer shall, in the absence or disability of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of those offices, and they shall perform such other duties or have such additional powers as may be assigned to them from time to time by the Board of Directors or the President.

6.11     Bonds.  The Board of Directors may by resolution require any and all of the Officers, agents or employees of the Corporation to give bonds to the Corporation, with sufficient surety or sureties, conditioned on the faithful performance of the duties of their respective offices or positions and to comply with such other

14

conditions as may from time to time be required by the Board of Directors.

ARTICLE SEVEN

Dividends

7.1       Time and Conditions of Declaration.  Dividends upon the outstanding shares of the Corporation may be declared by the Board of Directors at any regular or special meeting and paid in cash, property or in shares of capital stock.

7.2       Reserves.  Before the payment of any dividend or the making of any distribution of profit, there shall be set aside out of the earned surplus or current net earnings of the Corporation such sums as the Board of Directors from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, to pay and discharge indebtedness, or to fulfill other purposes which the Board of Directors shall deem to be in the best interest of the Corporation.

7.3       Stock Dividends — Unissued Shares.  Dividends may be declared by the Board of Directors and paid in the authorized but unissued shares of the Corporation out of any unreserved and unrestricted surplus of the Corporation; provided that such shares shall be issued at not less than the par value thereof, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus at least equal to the aggregate par value of the shares to be issued as a dividend.

7.4       Stock Splits.  A split or division of the issued shares of any class into a greater number of shares of the same class

15

without increasing the stated capital of the Corporation shall not be construed to be a stock dividend within the meaning of this Article.

ARTICLE EIGHT

Shares

8.1       Authorization and Issuance of Shares.  The par value and the maximum number of shares, of any class, of the Corporation which may be issued and outstanding shall be as set forth from time to time in the Certificate of Incorporation of the Corporation. The Board of Directors may, by resolution fixing the number of shares to be issued and the amount and kind of consideration to be received, increase or decrease the number of issued and outstanding shares of the Corporation within the maximum authorized by the Certificate of Incorporation and the minimum requirements of the Certificate of Incorporation and of Indiana law.

8.2       Stock Certificates.  The interest of each stockholder shall be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt in accordance with Indiana law. Stock certificates shall be consecutively numbered, shall be in registered form, and shall indicate the date of issue and all such information shall be entered on the Corporation’s books. Each certificate for shares of the Corporation, the transfer of which is restricted by law, by these By-Laws or by contract, shall bear a legend conspicuously noting the existence of such restriction. Each certificate shall be signed by the President or a Vice

16

President and the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation or a facsimile thereof; provided, however, that where such certificate is signed by a transfer agent, or registered by a registrar, the signature of any such Officer may be facsimile. In case any Officer or Officers who shall have signed or whose facsimile signature shall have been placed upon a stock certificate shall have ceased for any reason to be such Officer or Officers of the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if the person or persons who signed such certificate or whose facsimile signatures shall have been used thereon had not ceased to be such Officer or Officers.

8.3       Rights of Corporation with Respect to Registered Owners.  Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares as the person exclusively entitled to vote such shares, to receive any dividend or other distribution with respect to such shares, and for all other purposes; and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

8.4       Transfer of Stock.  Transfers of shares, duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, shall be made upon the transfer books of the Corporation, kept at the office of the Secretary of the Corporation

17

or the transfer agent designated to transfer the shares, only upon direction of the person named in the certificate, or by an attorney lawfully constituted in writing; and before a new certificate is issued, the old certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have been lost, stolen, or destroyed, the provisions of Section 8.5 of these By-Laws must be completed.

8.5       Lost, Stolen or Destroyed Certificates.  Any person claiming a stock certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the Board of Directors so requires, give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.

8.6       Fixing of Record Date.  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date, such date to be not more than sixty (60) days (and, in the case of a stockholders’ meeting, not less than ten (10) days) prior to the date on which the particular action requiring such determination of stockholders is to be taken.

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8.7       Record Date if None Fixed.  If no record date is fixed, as provided in Section 8.6 of these By-Laws, then the record date for any determination of stockholders which may be proper or required by law, shall be the date on which notice is mailed, in the case of a stockholders’ meeting; the date on which the Board of Directors approves a resolution declaring a dividend, in the case of a payment of a dividend; and the date on which any other action, the consummation of which requires a determination of stockholders, is to be taken, in the case of such action.

ARTICLE NINE

Indemnification

9.1       Right to Indemnification.  Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director, Officer or employee of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a Director, Officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of Indiana, as the same exist or may hereafter be amended,

19

against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 9.2 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, if the Indiana Business Corporation Law requires, the payment of such expenses incurred by a Director, Officer or employee in his or her capacity as a Director or Officer (and not in any other capacity in which service was or is rendered by such person while a Director or Officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Director, Officer or employee to repay all amounts so advanced if it shall ultimately be determined that such Director, Officer or

20

employee is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to agents of the Corporation with the same scope and effect as the foregoing indemnification of Directors, Officers and employees. For purposes of this Article Nine, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger.

9.2       Right of Claimant to Bring Suit.  If a claim under Section 9.1 of this Article is not paid in full by the Corporation within thirty (30) days after written claim has been received by the Corporation, the claimant may at any time thereafter bring suit to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Indiana law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant

21

is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such a standard of conduct.

9.3       Non-Exclusivity of Rights.  The right to indemnification and payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Law, agreement, vote of stockholders or disinterested Directors or otherwise.

9.4       Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Indiana law.

9.5       Expenses as a Witness. To the extent that any Director, Officer, employee or agent of the Corporation is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or Proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in

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connection therewith.

9.6       Indemnity Agreements.  The Corporation may enter into agreements with any Director, Officer, employee or agent of the Corporation providing for indemnification to the full extent permitted by Indiana law.

ARTICLE TEN

Books and Records

10.1     Inspection of Books and Records. The Board of Directors shall have power to determine which accounts, books and records of the Corporation shall be opened to the inspection of stockholders, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection.

10.2     Fiscal Year.  The fiscal year of the Corporation for each year shall be the calendar year.

10.3     Seal.  The corporate seal shall be in such form as the Board of Directors may from time to time determine.

10.4     Annual Statement.  The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders, when called for by the vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

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ARTICLE ELEVEN

Amendments

11.1     Power to Amend By-Laws.  The Board of Directors shall have power to alter, amend or repeal these By-Laws or adopt new By-Laws, but any By-Laws adopted by the Board of Directors may be altered, amended or repealed, and new By-Laws adopted by the stockholders. The stockholders may prescribe that any By-Law or By-Laws adopted by them shall not be altered, amended or repealed by the Board of Directors.

11.2     Conditions.  Action taken by the stockholders with respect to By-Laws shall be taken by an affirmative vote of a majority of all shares entitled to elect Directors, and action by the Board of Directors with respect to By-Laws, shall be taken by an affirmative vote of a majority of all Directors then holding office.

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EX-3.15

Exhibit 3.15

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/28/1996
960251279 — 2656860

CERTIFICATE OF INCORPORATION

OF

Amerimax Holdings, Inc.,

ARTICLE ONE

The name of the corporation is Amerimax Holdings, Inc. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, with a par value of $0.01 (One Cent) per share.

ARTICLE FIVE

The name and mailing address of the incorporator is as follows:

Name	Address
Laura-Jayne Urso	c/o Kirkland & Ellis
	153 East 53rd Street
	39th Floor
	New York, NY 10022

ARTICLE SIX

The directors shall have the power to adopt, amend or repeal By-Laws, except as may be otherwise be provided in the By-Laws.

ARTICLE SEVEN

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE EIGHT

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he (or a person of whom he is the legal representative), is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article Eight, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article Eight shall be a contract right and, subject to Sections 2 and 5 of this Article Eight, shall include the right to payment by the Corporation of the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the Corporation under Section 1 of this Article

2

Eight or advance of expenses under Section 5 of this Article Eight shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this Article Eight is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article Eight shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including the Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Nonexclusivity of Article Eight. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article Eight shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under this Article Eight.

3

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article Eight in defending a proceeding shall be paid by the Corporation in advance of such proceeding’s final disposition unless otherwise determined by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article Eight and who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board of Directors.

Section 7. Contract Rights. The provisions of this Article Eight shall be deemed to be a contract right between the Corporation and each director or officer who serves in any such capacity at any time while this Article Eight and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article Eight or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article Eight, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article Eight with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

4

ARTICLE NINE

The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

5

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 28th day of August 1996.

/s/ Laura-Jayne Urso

Laura-Jayne Urso

Sole Incorporator

6

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

AMERIMAX HOLDINGS, INC.

Amerimax Holdings, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

1. The name of the corporation is Amerimax Holdings, Inc.

2. The Certificate of Incorporation of the Corporation is hereby amended by striking out Article I thereof and by substituting in lieu of said Article the following new Article I:

The name of this corporation is Amerimax UK, Inc.

3. The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and242 of the General Corporation Law of the State of Delaware.

Executed on this 8th day of January, 2002.

/s/ Ian Pittendreigh

Ian Pittendreigh, Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/15/2002
020027100 — 2656860

EX-3.16

Exhibit 3.16

AMERIMAX HOLDINGS, INC.

BY-LAWS

As adopted and in effect on August 28, 1996

AMERIMAX HOLDINGS, INC.

BY-LAWS

TABLE OF CONTENTS

ARTICLE ONE
Offices
1.1	REGISTERED OFFICE AND AGENT	1
1.2	OTHER OFFICES.	1
ARTICLE TWO
Stockholders’ Meetings
2.1	PLACE OF MEETINGS	1
2.2	ANNUAL MEETINGS	1
2.3	SPECIAL MEETINGS	1
2.4	NOTICE OF MEETINGS	1
2.5	QUORUM	2
2.6	VOTING OF SHARES	2
2.7	PROXIES	2
2.8	PRESIDING OFFICER	3
2.9	ADJOURNMENTS	3
2.10	ACTION OF STOCKHOLDERS WITHOUT A MEETING	3
ARTICLE THREE
The Board of Directors
3.1	GENERAL POWERS	3
3.2	NUMBER, ELECTION AND TERM OF OFFICE	4
3.3	REMOVAL	4
3.4	VACANCIES	4

3.5	COMPENSATION
3.6	COMMITTEES OF THE BOARD OF DIRECTORS	4
ARTICLE FOUR
Meetings of the Board of Directors
4.1	REGULAR MEETINGS	5
4.2	SPECIAL MEETINGS	5
4.3	PLACE OF MEETINGS	5
4.4	NOTICE OF MEETINGS	5
4.5	QUORUM	5
4.6	VOTE REQUIRED FOR ACTION	6
4.7	ACTION BY DIRECTORS WITHOUT A MEETING	6
4.8	ADJOURNMENTS	6
4.9	PARTICIPATION BY CONFERENCE TELEPHONE	6
4.10	PRESIDING OFFICER	6
ARTICLE FIVE
Notice of Waiver
5.1	PROCEDURE	6
5.2	WAIVER	7
ARTICLE SIX
Officers
6.1	NUMBER	7
6.2	ELECTION AND TERM	7
6.3	COMPENSATION	7

6.4	REMOVAL	7
6.5	PRESIDENT	8
6.6	VICE PRESIDENTS	8
6.7	SECRETARY	8
6.8	TREASURER	9
6.9	CONTROLLER	9
6.10	ASSISTANT SECRETARY AND ASSISTANT TREASURER	9
6.11	BONDS	9
ARTICLE SEVEN
Dividends
7.1	TIME AND CONDITIONS OF DECLARATION	10
7.2	STOCK RESERVES	10
7.3	STOCK DIVIDENDS — UNISSUED SHARES	10
7.4	STOCK SPLITS	10
ARTICLE EIGHT
Shares
8.1	AUTHORIZATION AND ISSUANCE OF SHARES	10
8.2	STOCK CERTIFICATES	11
8.3	RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS	11
8.4	TRANSFER OF STOCK	11
8.5	LOST, STOLEN OR DESTROYED CERTIFICATES	12
8.6	FIXING OF RECORD DATE	12
8.7	RECORD DATE IF NONE FIXED	12

ARTICLE NINE
Indemnification
9.1	RIGHT TO INDEMNIFICATION	12
9.2	RIGHT OF CLAIMANT TO BRING SUIT	13
9.3	NON-EXCLUSIVITY OF RIGHTS	14
9.4	INSURANCE	14
9.5	EXPENSES AS A WITNESS	14
9.6	INDEMNITY AGREEMENTS	14
ARTICLE TEN
Books and Records
10.1	INSPECTION OF BOOKS AND RECORDS	15
10.2	FISCAL YEAR	15
10.3	SEAL	15
10.4	ANNUAL STATEMENT	15
ARTICLE ELEVEN
Amendments
11.1	POWER TO AMEND BY-LAWS	15
11.2	CONDITIONS	15

AMERIMAX HOLDINGS, INC.,

ARTICLE ONE

Offices

1.1       Registered Office and Agent. The Corporation shall maintain a registered office in the State of Delaware and shall have a registered agent whose business office is identical with such registered office.

1.2       Other Offices. The Corporation may have offices at such place or places within or without the State of Delaware as the Board of Directors may from time to time appoint or the business of the Corporation may require or make desirable.

ARTICLE TWO

Stockholders’ Meetings

2.1       Place of Meetings. Meetings of the stockholders shall be held at any place within or without the State of Delware as set forth in the notice thereof or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver or, if no place is so specified, at the registered office of the Corporation.

2.2       Annual Meetings. The annual meeting of stockholders shall be held on the last Thursday in June unless that day be a legal holiday, and in that event, on the next succeeding business day, or at such other date and time as shall be designated by the Board of Directors and stated in the notice of the meeting, for the purpose of electing Directors and transacting any and all business that may properly come before the meeting.

2.3       Special Meetings. Special meetings of the stockholders may be called at any time by the President, the Board of Directors, or by the Secretary of the Corporation upon the written request of the holders of fifty percent (50%) or more of all the shares entitled to vote.

2.4       Notice of Meetings. Unless waived as contemplated in Section 5.2 or by attendance at the meeting, either in person or by proxy, for any purpose other than to object to the transaction of business, a written or printed notice of each stockholders’ meeting stating the place, day and hour of the meeting shall be delivered not less than ten days nor more than sixty days before the date thereof, either personally or by mail, by or at the direction of the President

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or Secretary or other person calling the meeting, to each stockholder of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting, the notice of the meeting need not state the purpose or purposes of the meeting unless the purpose or purposes constitute a matter which the Delaware General Corporation Law requires to be stated in the notice of the meeting. In the case of a special meeting, the notice of meeting shall state the purpose or purposes for which the meeting is called.

2.5       Quorum. At all meetings of the stockholders, the presence, in person or by proxy of the holders of more than one-half of the shares outstanding and entitled to vote shall constitute a quorum. If a quorum is present, a majority of the shares outstanding and entitled to vote which are represented at any meeting shall determine any matter coming before the meeting unless a different vote is required by statute, by the Certificate of Incorporation or by these By-Laws. The stockholders at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.6       Voting of Shares. Except as otherwise provided by statute or the Certificate of Incorporation, each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders except as otherwise provided herein. Voting on all matters shall be by voice vote or by show of hands unless any qualified voter, prior to the voting on any matter, demands a vote by ballot, in which case each ballot shall state the name of the stockholder voting and the number of shares voted by such stockholder, and if such ballot be cast by proxy, it shall also state the name of such proxy.

2.7       Proxies. A stockholder entitled to vote pursuant to Section 2.6 may vote in person or by proxy executed in writing by the stockholder or by an attorney-in-fact. A proxy shall not be valid after three years from the date of its execution, unless a longer period is expressly stated therein. If the validity of any proxy is questioned it must be submitted to the Secretary of the stockholders’ meeting for examination or to a proxy officer or committee appointed by the person presiding at the meeting. The Secretary of the meeting, or, if appointed, the proxy officer or committee shall determine the validity or invalidity of any proxy submitted and reference by the Secretary in the minutes of the meeting to the validity of the proxy shall be received as prima facie evidence of the facts stated for the purpose of establishing the presence of a quorum at such meeting and for all other purposes.

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2.8       Presiding Officer. The President, or in his or her absence, a Vice President, shall serve as Chairman of every stockholders’ meeting unless some other person is elected to serve as Chairman by a majority vote of the shares represented at the meeting. The Chairman shall appoint such person as he or she deems required to assist with the meeting. The Secretary, or in his or her absence the Assistant Secretary, shall record the minutes of the meeting.

2.9       Adjournments. Any meeting of the stockholders, whether or not a quorum is present, may be adjourned by the holders of a majority of the voting shares represented at the meeting to reconvene at a specific time and place. It shall not be necessary to give any notice of the reconvened meeting or of the business to be transacted, if the time and place of the reconvened meeting are announced at the meeting which was adjourned, except that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At any such reconvened meeting at which a quorum is represented or present, any business may be transacted which could have been transacted at the meeting, which was adjourned.

2.10     Action of Stockholders Without a Meeting. Any action which may be taken at a meeting of the stockholders may be taken without a meeting if a written consent, setting forth the action authorized, shall be signed by each of the stockholders entitled to vote on such action. Such written consent shall have the same effect as a unanimous vote of the stockholders at a special meeting called for the purpose of considering the action authorized and shall be filed in the minute book of the Corporation by the Officer having custody of the corporate books and records.

ARTICLE THREE

The Board of Directors

3.1       General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon it by these By-Laws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things except those acts and things which by law, by a legal agreement among stockholders, by the Certificate of Incorporation or by these By-Laws are required to be done by the stockholders.

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3.2       Number, Election and Term of Office. Except when state law permits a lesser number, the number of Directors of the Corporation shall be not less than one nor more than eleven, the precise number to be fixed by resolution of the Board of Directors from time to time. Except as provided in section 3.4, the Directors shall be elected by the affirmative vote of a majority of the shares represented at the annual meeting. Each Director, except in case of death, resignation, retirement, disqualification, or removal, shall serve until the next succeeding annual meeting and thereafter until his or her successor shall have been elected and qualified.

3.3       Removal. Any Director may be removed from office with or without cause by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of Directors. Removal action may be taken at any stockholders’ meeting with respect to which notice of such purpose has been given, and a removed Director’s successor may be elected at the same meeting to serve the unexpired term.

3.4       Vacancies. A vacancy occurring in the Board of Directors, except by reason of removal of a Director, may be filled for the unexpired term, and until the stockholders shall have elected a successor, by affirmative vote of a majority of the Directors remaining in office though less than a quorum of the Board of Directors.

3.5       Compensation. Directors may receive such compensation for their services as Directors as may from time to time be fixed by vote of the Board of Directors or the stockholders. A Director may also serve the Corporation in a capacity other than that of a Director and receive compensation, as determined by the Board of Directors for services rendered in that other capacity.

3.6       Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each consisting of two or more Directors. Except as prohibited by law, each committee shall have the authority set forth in the resolution establishing said committee.

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ARTICLE FOUR

Meetings of the Board of Directors

4.1       Regular Meetings. Regular meetings of the Board of Directors shall be held immediately after the annual meeting of stockholders or any meeting held in lieu thereof. In addition, the Board of Directors may schedule other meetings to occur at regular intervals throughout the year.

4.2       Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence by the Secretary of the Corporation, or by any two Directors in office at that time, except that when the Board of Directors consists of only one Director, then one Director may call a special meeting.

4.3       Place of Meetings. Directors may hold their meetings at any place within or without the State of Delaware as the Board of Directors may from time to time establish for regular meetings or as is set forth in the notice of special meetings or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver.

4.4       Notice of Meetings. No notice shall be required for any regularly scheduled meeting of the Directors of the Corporation. Unless waived as contemplated in Section 5.2, the President or Secretary of the Corporation or any Director thereof shall give notice to each Director of each special meeting which notice shall state the time, place and purposes of the meeting. Such notice shall be given by mailing a notice of the meeting at least ten days before the date of the meeting, or by telephone, telegram, cablegram or facsimile transmission or personal delivery at least two days before the date of the meeting. Notice shall be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency. Attendance by a Director at a meeting shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.

4.5       Quorum. At meetings of the Board of Directors, more than one-half of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. In no case shall less than two Directors constitute a quorum, except that when the Board of Directors consists of only one Director, then one Director shall constitute a quorum.

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4.6       Vote Required for Action. Except as otherwise provided in these By-Laws or by law, the act of a majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board of Directors.

4.7       Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if a written consent thereto shall be signed by all the Directors or members of the committee and such written consent is filed with the minutes of the proceedings of the Board or the committee. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors at a duly called and duly constituted meeting.

4.8       Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the Directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting, which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting, which was adjourned.

4.9       Participation by Conference Telephone. Members of the Board of Directors, or members of any committee of the Board of Directors, may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 4.9 shall constitute presence in person at such meeting.

4.10     Presiding Officer. The President shall preside at all meetings of the Board of Directors. In the absence of the President, the Board of Directors shall designate a Director to preside.

ARTICLE FIVE

Notice and Waiver

5.1       Procedure. Whenever these By-Laws require notice to be given to any stockholder or Director, the notice shall be given as prescribed in Section 2.4 or 4.4 for any stockholder or Director respectively. Whenever notice is given to a stockholder or Director by mail, the notice shall be sent first class mail by depositing the same in a post office or letter box in a postage

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prepaid sealed envelope addressed to the stockholder or Director at his or her address as it appears on the books of the Corporation, and such notice shall be deemed to have been given at the time the same is deposited in the United States Mail.

5.2       Waiver. Whenever any notice is required to be given to any stockholder or Director by law, by the Certificate of Incorporation or by these By-Laws, a waiver thereof in writing signed by the Director or stockholder entitled to such notice or by the proxy of such stockholder, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto.

ARTICLE SIX

Officers

6.1       Number. The Officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, one or more Vice Presidents as determined or designated by the Board of Directors, a Secretary and a Treasurer. The Board of Directors may elect a Controller and one or more of the following: Assistant Secretary, Assistant Treasurer and Assistant Controller. Any two or more offices may be held by the same person, except the offices of President and Secretary.

The Corporation may have a General Counsel who shall be appointed by the Board of Directors and shall have general supervision of all matters of a legal nature concerning the Corporation.

The Corporation may have a Chief Financial Officer who shall be appointed by the Board of Directors and shall have general supervision over the financial affairs of the Corporation.

6.2       Election and Term. All Officers shall be elected by the Board of Directors and shall serve at the will of the Board of Directors and until their earlier death, resignation, removal, retirement or disqualification.

6.3       Compensation. The compensation of all Officers of the Corporation shall be fixed by the Board of Directors.

6.4       Removal. Any Officer or agent elected by the Board of Directors may be removed by the Board of Directors at any meeting with respect to which notice of such purpose has been given to the members thereof.

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6.5       President. The president shall have such powers and perform such duties as may be assigned by the Board of Directors; and shall be the Chief Executive Officer of the Corporation and subject to the overall direction and supervision of the Board of Directors; and shall be in general charge of the affairs of the Corporation; and shall consult with and advise the Board of Directors on the business and the affairs of the Corporation. The President shall have the power to make and execute contracts on behalf of the Corporation and to delegate such power to others. In addition, the President may from time to time appoint in writing, which writing shall be placed in the minutes of the proceedings of the Board of Directors, such additional Officers of the Corporation (other than those elected or appointed by the Board of Directors) as in his opinion the business of the Corporation requires, to hold office at the pleasure of the President; and the President shall have the power to fix the salaries of any such appointed Officers as he in his discretion may determine. The President shall also have the power to remove in writing, which writing shall be placed in the minutes of the proceedings of the Board of Directors, any Officers of the Corporation (including those elected or appointed by the Board of Directors) as in his opinion the business of the Corporation requires. In the absence or disability of the President his or her duties shall be performed by such Vice President as the Board of Directors may designate.

6.6       Vice Presidents. The Vice President shall, in the absence or disability of the President, or at the direction of the President, perform the duties and exercise the powers of the President. If the Corporation has more than one Vice President, the one designated by the Board of Directors shall act in lieu of the President. Any Vice President shall also have the power to make and execute contracts on the Corporation’s behalf and to delegate such power to others. Vice Presidents shall perform whatever other duties and exercise such other powers as the Board of Directors or the President may from time to time assign.

6.7       Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders, Directors and committees of Directors, He or she shall have authority to give all notices required by law or these By-Laws. He or she shall be custodian of the corporate books, records, contracts and other documents. The Secretary may affix the corporate seal to any lawfully executed documents requiring it and shall sign such instruments as may require his or her signature. The Secretary shall have the power and authority to vote on behalf of the Corporation any shares of stock, or equity interest in any Corporation, partnership, association or other entity, owned of record or beneficially by the Corporation. The Secretary

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shall perform such additional duties and have such additional powers as may be assigned to him or her from time to time by the Board of Directors or the President.

6.8       Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors or the President. The Treasurer shall keep full and true accounts of all receipts and disbursements and shall make reports of such accounts to the Board of Directors and President upon request. The Treasurer shall perform such additional duties and have such additional powers as may be assigned to him or her from time to time by the Board of Directors or the President.

6.9       Controller. The Controller shall keep or cause to be kept in the books of the Corporation provided for that purpose a true account of all transactions and of the assets and liabilities of the Corporation. The Controller shall prepare and submit to the President periodic balance sheets, profit and loss statements and such other schedules as may be required to keep the President currently informed of the operations and financial condition of the Corporation, conduct adequate internal audits of the financial condition of the Corporation, cause adequate internal audits of the financial transactions of the Corporation to be made, prepare and submit annual budgets, and perform such other duties as may be assigned by the Board of Directors or the President.

6.10     Assistant Secretary and Assistant Treasurer. The Assistant Secretary and Assistant Treasurer shall, in the absence or disability of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of those offices, and they shall perform such other duties or have such additional powers as may be assigned to them from time to time by the Board of Directors or the President.

6.11     Bonds. The Board of Directors may by resolution require any and all of the Officers, agents or employees of the Corporation to give bonds to the Corporation, with sufficient surety or sureties, conditioned on the faithful performance of the duties of their respective offices or positions and to comply with such other conditions as may from time to time be required by the Board of Directors.

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ARTICLE SEVEN

Dividends

7.1       Time and Conditions of Declaration. Dividends upon the outstanding shares of the Corporation may be declared by the Board of Directors at any regular or special meeting and paid in cash, property or in shares of capital stock.

7.2       Reserves. Before the payment of any dividend or the making of any distribution of profit, there shall be set aside out of the earned surplus or current net earnings of the Corporation such sums as the Board of Directors from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, to pay and discharge indebtedness, or to fulfill other purposes which the Board of Directors shall deem to be in the best interest of the Corporation.

7.3       Stock Dividends — Unissued Shares. Dividends may be declared by the Board of Directors and paid in the authorized but unissued shares of the Corporation out of any unreserved and unrestricted surplus of the Corporation; provided that such shares shall be issued at not less than the par value thereof, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus at least equal to the aggregate par value of the shares to be issued as a dividend.

7.4       Stock Splits. A split or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a stock dividend within the meaning of this Article.

ARTICLE EIGHT

Shares

8.1       Authorization and Issuance of Shares. The par value and the maximum number of shares, of any class of stock, of the Corporation which may be authorized shall be as set forth from time to time in the Certificate of Incorporation of the Corporation. The Board of Directors may, by resolution fixing the number of shares to be authorized and the amount and kind of consideration to be received, increase or decrease the number of issued and outstanding shares of the Corporation within the maximum authorized by the Certificate of Incorporation and the minimum requirements of the Certificate of Incorporation and of Delaware law.

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8.2       Stock Certificates. The interest of each stockholder shall be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt in accordance with Delaware law. Stock certificates shall be consecutively numbered, shall be in registered form, and shall indicate the date of issue and all such information shall be entered on the Corporation’s books. Each certificate for shares of the Corporation, the transfer of which is restricted by law, by these By-Laws or by contract, shall bear a legend conspicuously noting the existence of such restriction. Each certificate shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation or a facsimile thereof; provided, however, that where such certificate is signed by a transfer agent, or registered by a registrar, the signature of any such Officer may be facsimile. In case any Officer or Officers who shall have signed or whose facsimile signature shall have been placed upon a stock certificate shall have ceased for any reason to be such Officer or Officers of the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if the person or persons who signed such certificate or whose facsimile signatures shall have been used thereon had not ceased to be such Officer or Officers.

8.3       Rights of Corporation with Respect to Registered Owners. Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares as the person exclusively entitled to vote such shares, to receive any dividend or other distribution with respect to such shares, and for all other purposes; and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

8.4       Transfer of Stock. Transfers of shares, duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, shall be made upon the transfer books of the Corporation, kept at the office of the Secretary of the Corporation or the transfer agent designated to transfer the shares, only upon direction of the person named in the certificate, or by an attorney lawfully constituted in writing; and before a new certificate is issued, the old certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have been lost, stolen, or destroyed, the provisions of Section 8.5 of these By-Laws must be completed.

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8.5       Lost, Stolen or Destroyed Certificates. Any person claiming a stock certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the Board of Directors so requires, give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.

8.6       Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date, such date to be not more than sixty (60) days (and, in the case of a stockholders’ meeting, not less than ten (10) days) prior to the date on which the particular action requiring such determination of stockholders is to be taken.

8.7       Record Date if None Fixed. If no record date is fixed, as provided in Section 8.6 of these By-Laws, then the record date for any determination of stockholders which may be proper or required by law, shall be the date on which notice is mailed, in the case of a stockholders’ meeting; the date on which the Board of Directors approves a resolution declaring a dividend, in the ease of a payment of a dividend; and the date on which any other action, the consummation of which requires a determination of stockholders, is to be taken, in the case of such action.

ARTICLE NINE

Indemnification

9.1       Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director, Officer or employee of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a Director, Officer, employee or agent, shall be indemnified and held harmless by the

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Corporation to the fullest extent permitted by the laws of Delaware, as the same exist or may hereafter be amended, against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 9.2 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a Director, Officer or employee in his or her capacity as a Director or Officer (and not in any other capacity in which service was or is rendered by such person while a Director or Officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Director, Officer or employee to repay all amounts so advanced if it shall ultimately be determined that such Director, Officer or employee is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to agents of the Corporation with the same scope and effect as the foregoing indemnification of Directors, Officers and employees. For purpose of this Article Nine, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger.

9.2       Right of Claimant to Bring Suit. If a claim under Section 9.1 of this Article is not paid in full by the Corporation within thirty (30) days after written claim has been received by the Corporation, the claimant may at any time thereafter bring suit to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance

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of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such a standard of conduct.

9.3       Non-Exclusivity of Rights. The right to indemnification and payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Law, agreement, vote of stockholders or disinterested Directors or otherwise.

9.4       Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware law.

9.5       Expenses as a Witness. To the extent that any Director, Officer, employee or agent of the Corporation is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or Proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

9.6       Indemnity Agreements. The Corporation may enter into agreements with any Director, Officer, employee or agent of the Corporation providing for indemnification to the full extent permitted by Delaware lay.

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ARTICLE TEN

Books and Records

10.1     Inspection of Books and Records. The Board of Directors shall have power to determine which accounts, books and records of the Corporation shall be opened to the inspection of stockholders, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection.

10.2     Fiscal Year. The fiscal year of the Corporation for each year shall be the calendar year.

10.3     Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine.

10.4     Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders, when called for by the vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE ELEVEN

Amendments

11.l      Power to Amend By-Laws. The Board of Directors shall have power to alter, amend or repeal these By-Laws or adopt new By-Laws, but any By-Laws adopted by the Board of Directors may be altered, amended or repealed, and new By-Laws adopted by the stockholders. The stockholders may prescribe that any By-Law or By-Laws adopted by them shall not be altered, amended or repealed by the Board of Directors.

11.2     Conditions. Action taken by the stockholders with respect to By-Laws shall be taken by an affirmative vote of a majority of all shares entitled to elect Directors, and action by the Board of Directors with respect to By-Laws, shall be taken by an affirmative vote of a majority of all Directors then holding office.

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EX-3.17

Exhibit 3.17

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:09 PM 01/19/2005

FILED 11:32 AM 01/19/2005

SRV 050044023 - 3912120 FILE

CERTIFICATE OF INCORPORATION

OF

GUTTER ACQUISITION, INC.

1.Name. The name of the Corporation is Gutter Acquisition, Inc.

2.Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, DE 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

3.Purpose. The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware and to possess and exercise all of the powers and privileges granted by such law and any other law of Delaware.

4.Authorized Capital. The aggregate number of shares of stock which the Corporation shall have authority to issue is One Hundred (100) shares, all of which are of one class and are designated as Common Stock and each of which has a par value of One Cent ($0.01).

5.Incorporator. The name and mailing address of the incorporator are Marian T. Ryan, Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania 19103-2793.

6.Bylaws. The board of directors of the Corporation is authorized to adopt, amend or repeal the bylaws of the Corporation, except as otherwise specifically provided therein.

7.Elections of Directors. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

8.Right to Amend. The Corporation reserves the right to amend any provision contained in this Certificate as the same may from time to time be in effect in the manner now or hereafter prescribed by law, and all rights conferred on stockholders or others hereunder are subject to such reservation.

9.Limitation on Liability. The directors of the Corporation shall be entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the General Corporation Law of Delaware. Without limiting the generality of the foregoing, no director of the Corporation shall be liable to the Corporation or its

stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Section 9 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

10.Miscellaneous. The Corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

Dated: January 19, 2005
	/s/ Marian T. Ryan
	Marian T. Ryan
	Incorporator

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State of Delaware

Secretary of State

Division of Corporations

Delivered 02:08 PM 03/01/2006

FILED 01:04 PM 03/01/2006

SRV 060202276 — 3912120 FILE

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

GUTTER ACQUISITION, INC.

Gutter Acquisition, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”), does hereby certify:

1.That on February 13, 2006, the Board of Directors of the Corporation adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and submitting the proposed amendment to the sole stockholder of the Corporation for its consideration and approval. The proposed amendment is as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the Corporation be amended by deleting paragraph 1 in its entirety and replacing it with a new paragraph 1 to read as follows:

“1.Name. The name of the Corporation is Gutter Suppliers, Inc.”

2.That thereafter on February 13, 2006, said amendment was duly adopted by written consent of the sole stockholder of the Corporation in accordance with the provisions of Sections 228 and 242 of the Delaware General Corporation Law.

[Signature on following page]

IN WITNESS WHEREOF, Gutter Acquisition, Inc. has caused this Certificate of Amendment to be signed by a duly authorized officer this 13th day of February, 2006.

GUTTER ACQUISITION, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	CFO & Secretary

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State of Delaware

Secretary of State

Division of Corporations

Delivered 04:15 PM 01/22/2009

FILED 04:07 PM 01/22/2009

SRV 090059870 - 3912120 FILE

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
GUTTER SUPPLIERS, INC.

Gutter Suppliers, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”), does hereby certify:

FIRST: That on January 21, 2009, the Board of Directors of the Corporation adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and submitting the proposed amendment to the sole stockholder of the Corporation for its consideration and approval. The proposed amendment is as follows:

NOW, THEREFORE, BE IT RESOLVED, that paragraph 1 of the Corporation’s Certificate of Incorporation is deleted in its entirety and a new paragraph 1 is substituted in its place to read as follows:

“1.Name. The name of the Corporation is AMP Commercial, Inc.”

SECOND: That thereafter on January 21, 2009, said amendment was duly adopted by written consent of the sole stockholder of the Corporation in accordance with the provisions of Sections 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, Gutter Suppliers, Inc. has caused this certificate to be signed by a duly authorized officer this 21st day of January, 2009.

GUTTER SUPPLIERS, INC.
By:	/s/ Mitchell B. Lewis
	Name:	Mitchell B. Lewis
	Title:	CEO

[Signature Page — GSI Certificate of Amendment]

EX-3.18

Exhibit 3.18

BYLAWS

OF

GUTTER ACQUISITION, INC.

ARTICLE I

STOCKHOLDERS

1.1      Meetings.

1.1.1           Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2           Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.13            Special Meetings. Special meetings of the stockholders may be called at any time by the chief executive officer, president, board of directors, or by the secretary of the Company upon the written request of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4           Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5           Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

1.1.6           Action by Written Consent. Any action which may be taken at a meeting of the stockholders may be taken without a meeting and without prior notice if a written consent or consents, setting forth the action to be authorized, shall be signed by the stockholders holding not less than the minimum number of shares of stock required to approve such action and entitled to vote on such action at a meeting in which all shares entitled to vote thereon were present and voted. Such written consent shall have the same effect as a vote of the stockholders at a meeting called for the purpose of considering the action authorized and shall be filed in the minute book of the Company by the officer having custody of the corporate books and records.

ARTICLE II

DIRECTORS

2.1      Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

2.2      Meetings.

2.2.1           Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2           Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3           Special Meetings. Special meetings of the board may be called by direction of the chief executive officer, the president or the secretary of the Company, or any two directors on three days’ notice to each director, either personally or by mail, telephone, facsimile transmission, electronic mail or other electronic means or by telegraph.

2.2.4           Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5           Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6           Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

2.2.7           Action by Written Consent. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all of the members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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ARTICLE III

OFFICERS

3.1      Number. The officers of the Company shall be elected by the board of directors and may consist of a president, a chief executive officer, any number of vice presidents, a secretary, and a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

3.2      Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until Ms or her earlier death, resignation, retirement, disqualification, or removal as hereinafter provided.

3.3      Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. The board of directors may also at any time limit or circumvent the enumerated duties, services and powers of any officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the board of directors may grant powers of attorney to individuals to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, to incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the board of directors.

ARTICLE IV

INDEMNIFICATION

4.1      Right to Indemnification. The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or

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completed proceeding by or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law.

4.2      Advance of Expenses. Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

4.3      Determination that Indemnification is Proper. Any indemnification of a present or former director or officer of the Company under Section 4.1 of Article IV of these Bylaws (unless ordered by a court) shall be made by the Company unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 4.1 of Article IV of these Bylaws. Any such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

4.4      Contractual Obligation. The obligations of the Company to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

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4.5      Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6      Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

Unless prohibited by the certificate of incorporation or any applicable statute, these bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of the directors at which a quorum is present or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

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EX-3.19

Exhibit 3.19

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

BERGER BROS COMPANY

(A Pennsylvania Business Corporation)

I. The name of the corporation is Berger Building Products, Inc.

II. The address of the corporation’s current registered office in the Commonwealth is 805 Pennsylvania Boulevard, Feasterville, PA 19053, and the county of venue is Bucks County.

III. The corporation is incorporated under the provisions of the Business Corporation Law of 1933.

IV. The corporation shall have authority to issue an aggregate of Seven Thousand (7,000) shares, all of which shares are designated Common Stock, with a par value of $100.00 per share. The board of directors shall have the full authority permitted by law to divide the authorized and unissued shares into classes or series, or both, and to determine for any such class or series its designation and the number of shares of the class or series and the voting rights, preferences, limitations and special rights, if any, of the shares of the class or series.

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Entity #: 33304
Date Filed: 10/28/2010
Basil L Merenda
Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU

Statement of Change of Registered Office (15 Pa. C.S.)

x Domestic Business Corporation (§ 1507)

o Foreign Business Corporation (§ 4144)

o Domestic Nonprofit Corporation (§ 5507)

o Foreign Nonprofit Corporation (§ 6144)

o Domestic Limited Partnership (§ 8506)

Name	CT CORP-COUNTER		Document will be returned to the name and address you enter to the left.
Address
City	State 7983695 SOPA	Zip Code
			Commonwealth of Pennsylvania DOMESTIC — CHANGE OF REGISTERED OFFICE 2 Page(s)
Fee: $70			[GRAPHIC]
			T1030264004

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1.         The name is:
Berger Building Products, Inc.

2.         The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:
a) Number and street	City	State	Zip	County
805 Pennsylvania Blvd. Feasterville, PA 19053				Bucks
(b) Name of Commercial Registered Office Provider				County
c/o:

3.         Complete part (a) or (b): (a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:
Number and street	City		State	Zip		County
(b) The registered office of the corporation or limited partnership shall be provided by:
c/o:		CT Corporation System			Bucks
Name of Commercial Registered Office Provider						County

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4.Strike out if a limited partnership:

Such change was authorized by the Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned has caused this Statement of Change of Registered Office to be signed by a duly authorized officer thereof this

25th day of October, 2010. .

Berger Building Products, Inc.

Name of Corporation/Limited Partnership

/s/ R. Scott Vansant

Signature

R. Scott Vansant, VP, CFO and Secretary

Title

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Entity #: 33304
Date Filed: 12/23/2010
Effective Date:12/31/2010
Basil L. Merenda

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU

Articles/Certificate of Merger

(15 Pa.C.S.)

x Domestic Business Corporation (§ 1926)

o Domestic Nonprofit Corporation (§ 5926)

o Limited Partnership (§ 8547)

Name	CT — COUNTER		Document will be returned to the name and address you enter to the left
Address
City	State 8031791 SOPA 15	Zip Code
			Commonwealth of Pennsylvania ARTICLES OF MERGER-BUSINESS 4 Page(s)
Fee:    $150 plus $40 additional for each Party in additional to two			[GRAPHIC]
			T1035767113

In compliance with the requirements of the applicable provisions (relating to articles of merger or consolidation), the undersigned, desiring to effect a merger, hereby state that:

1.         The name of the corporation/limited partnership surviving the merger is:
Berger Building Products, Inc.

2.         Check and complete one of the following:
x       The surviving corporation/limited partnership is a domestic business/nonprofit corporation/limited partnership and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and street	City	State	Zip		County
(b) Name of Commercial Registered Office Provider				County
c/o C T Corporation System					Bucks

o        The surviving corporation/limited partnership is a qualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of                                      and the (a) address of its current registered office in this Commonwealth of (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and street	City	State		Zip		County
(b)      Name of Commercial Registered Office Provider						County
c/o
o        The surviving corporation/limited partnership is a nonqualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of                                and the address of its principal office under the laws of such domiciliary jurisdiction is:
Number and street	City		State		Zip

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3.         The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each domestic business/nonprofit corporation/limited partnership and qualified foreign business/nonprofit corporation/limited partnership which is a party to the plan of merger are as follows:
Name	Registered Office Address	Commercial Registered Office Provider	County
M. J. Mullane Company, Inc. Non-Qualified

4.         Check, and if appropriate complete, one of the following:
o        The plan of merger shall be effective upon filing these Articles/Certificate of merger in the Department of State.
x       The plan of merger shall be effective on:	December 31, 2010	at	11:45p.m. EST.
	Date		Hour

5.         The manner in which the plan of merger was adopted by each domestic corporation/limited partnership is as follows:
Name		Manner of Adoption
Berger Building Products, Inc.	Adopted by action of the board of directors of the corporation pursuant to 15 Pa. C. S.
	Section 1924(b)(2)

6.Strike out this paragraph if no foreign corporation/limited partnership is a party to the merger.
The plan was authorized, adopted or approved, as the case may be, by the foreign business/nonprofit corporation/limited partnership (or each of the foreign business/nonprofit corporations/limited partnerships) party to the plan in accordance with the laws of the jurisdiction in which it is incorporated/organized.

7.             Check, and if appropriated complete, one of the following:

o            The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.

xPursuant to 15 Pa.C.S. § 1901/§ 8547(b) (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative provisions of the Articles of Incorporation/Certificate of Limited Partnership of the surviving corporation/limited partnership as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a party hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation/limited partnership, the address of which is.

805 Pennsylvania Blvd.		Feasterville, PA		19053	Bucks
Number and street	City		State	Zip	County

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IN TESTIMONY WHEREOF, the undersigned corporation/limited partnership has caused these Article/Certificate of Merger to be signed by a duly authorised officer thereoff this

22nd day of December, 2010.

Berger Building Products, Inc.

Name of Corporation/Limited Partnership

/s/ Mitchell B. Lewis

Signature

Chief Executive Officer

Title

M. J. Mullane Company, Inc.

Name of Corporation/Limited Partnership

/s/ R. Scott Vansant

Signature

CFO + Secretary

Title

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EX-3.20

Exhibit 3.20

BYLAWS

OF

BERGER BROS. COMPANY

(A Pennsylvania Business Corporation)

ARTICLE I

SHAREHOLDERS

1.1 Meetings.

1.1.1 Place. Meetings of the shareholders shall be held at such place within or without the Commonwealth as may be designated by the Board of Directors.

1.1.2 Annual Meeting. An annual meeting of the shareholders for the election of directors and for other business shall be held at such time in each year as may be designated by the Board of Directors.

1.1.3 Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, president, or shareholders entitled to cast at least one-fifth of the votes that all shareholders are entitled to cast at the meeting.

1.1.4 Notice. Written notice of the time and place of every meeting of shareholders and of the general nature of the business to be transacted at each special meeting of shareholders shall be given to each shareholder of record entitled to vote at the meeting at least (i) ten days prior to the day named for a meeting called to consider a fundamental change under Chapter 19 of the Pennsylvania Business Corporation Law of 1988, as amended (“BCL”), or (ii) five days before the day named for the meeting in any other case.

1.1.5 Quorum. The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter shall constitute a quorum for the purpose of consideration and action on the matter.

1.1.6 Voting Rights. Except as otherwise provided herein, in the articles of incorporation or by applicable law, every shareholder shall have the right at every shareholders’ meeting to one vote for every share standing in his name on the books of the corporation which is entitled to vote at such meeting. Every shareholder may vote either in person or by proxy.

ARTICLE II

DIRECTORS

2.1 Number and Term. Subject to the provisions of applicable law, the Board of Directors shall have authority to determine the number of directors to constitute the Board of Directors. Each director elected to the Board of Directors shall hold office until the next annual meeting of the shareholders unless he sooner resigns or is removed or disqualified.

2.2 Powers. All corporate powers shall be exercised by or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

2.3 Meetings.

2.3.1 Place. Meetings of the Board of Directors shall be held at such place as the Board of Directors may from time to time appoint or as may be designated in the notice of the meeting.

2.3.2 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times as the Board of Directors may designate. Notice of regular meetings need not be given.

2.3.3 Special Meetings. Special meetings of the Board of Directors may be called at any time by the president and shall be called by him on the written request of at least one-third of the directors. Notice of the time and place of each special meeting shall be given to each director at least two days before the meeting.

2.3.4 Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting and except as otherwise provided herein the acts of a majority of the directors present at any meeting at which a quorum is present shall be the acts of the Board of Directors.

2.4 Vacancies. Vacancies in the Board of Directors may be filled by vote of a majority of the remaining members of the Board of Directors.

2.5 Committees. The Board of Directors may by resolution adopted by a majority of the directors in office establish one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the Board of Directors. To the extent provided in such resolution, any such committee shall have and exercise the powers of the Board of Directors except as may be limited by the BCL. Unless otherwise determined by the Board of Directors, in the absence or disqualification of any member or alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.

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2.6 Limitation on Liability. A director shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless (i) the director has breached or failed to perform the duties of his office under Sections 1711-18 of the BCL (relating to fiduciary duty) and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 2.6 shall not apply to (i) the responsibility or liability of a director pursuant to any criminal statute or (ii) the liability of a director for the payment of taxes pursuant to local, state or federal law. Any repeal or modification of this Section 2.6 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE III

OFFICERS

3.1 Election. The Board of Directors shall elect a president, treasurer, secretary and such other officers or assistant officers as it deems advisable. Any number of offices may be held by the same person.

3.2 Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by or under the direction of the Board of Directors. Except as otherwise provided by the Board of Directors (a) the president shall be the chief executive officer of the corporation, shall have general supervision over the business and operations of the corporation, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the Board of Directors and shareholders, (b) the other officers shall have the duties usually related to their offices and (c) the vice president (or vice presidents in the order determined by the Board of Directors) shall in the absence of the president have the authority and perform the duties of the president.

ARTICLE IV

INDEMNIFICATION

4.1 Right to Indemnification. The corporation shall indemnify to the fullest extent permitted by applicable law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise or entity, whether or not for profit, whether domestic or foreign, including service with respect to an employee benefit plan, its participants or beneficiaries, against all liability, loss and expense (including attorneys’ fees and amounts paid in settlement) actually and reasonably

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incurred by such person in connection with such Proceeding, whether or not the indemnified liability arises or arose from any Proceeding by or in the right of the corporation.

4.2 Advance of Expenses. Expenses incurred by a director or officer in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding, subject to the provisions of applicable law, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation under applicable law.

4.3 Procedure for Determining Permissibility. To determine whether any indemnification or advance of expenses under this Article IV is permissible, the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such Proceeding may, and on request of any person seeking indemnification or advance of expenses shall, determine in each case whether the standards under applicable law have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, provided that, if there has been a change in control of the corporation between the time of the action or failure to act giving rise to the claim for indemnification or advance of expenses and the time such claim is made, at the option of the person seeking indemnification or advance of expenses, the permissibility of indemnification or advance of expenses shall be determined by independent legal counsel. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of any independent legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the corporation.

4.4 Contractual Obligation. The obligations of the corporation to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the corporation and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

4.5 Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, agreement, vote of shareholders or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, legal representatives and estate of any such person. The Board of Directors shall have the power to give other indemnification to the extent not prohibited by applicable law.

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ARTICLE V

SHARE CERTIFICATES AND TRANSFERS

5.1 Share Certificates. Every shareholder of record shall be entitled to a share certificate representing the shares held by him. Every share certificate shall bear the corporate seal (which may be a facsimile) and the signature of the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation. Where a certificate is signed by a transfer agent or registrar the signature of any corporate officer may be a facsimile.

5.2 Transfers. Transfers of share certificates and the shares represented thereby shall be made on the books of the corporation only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

6.1 Except as restricted by applicable law, the authority to adopt, amend and repeal the bylaws of the corporation is expressly vested in the Board of Directors, subject to the power of the shareholders to change such action.

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EX-3.21

Exhibit 3.21

Articles	COMMONWEALTH OF PENNSYLVANIA
of	DEPARTMENT OF STATE
Incorporation	CORPORATION BUREAU

The undersigned, desiring to incorporate a business corporation under the provisions of the Business Corporation Law, approved May 5, 1933, P. L. 364, as amended, does hereby certify:

1. The name of the corporation is:

Life-Care Communities Corporation

2. The location and post office address of its initial registered office in the Commonwealth of Pennsylvania is: 1335 Valley Road, Villanova, Pa., 19085

3. The purpose or purposes for which the corporation is incorporated are:

To have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be incorporated under the provisions of the Business Corporation Law, under which law this entity is formed.

4. The term for which the corporation is to exist is perpetual.

5. No cumulative voting for the election of directors shall be permitted.

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6. The aggregate number of shares which the corporation shall have the authority to issue is:

1,000 shares common stock, par value $1.00

7. The name and post office address of the incorporator and the number and class of shares subscribed by him are:

NAME	ADDRESS	NUMBER & CLASS OF  SHARES
Jerry Frishberg	1335 Valley Road Villanova, Pa., 19085	One share of common stock

Signed on August 24, 1979.

/s/ Jerry Frishberg

Incorporator

Filed in the Department of State on August 28, 1979.

79 AUG 28 AM 8:45 DEPARTMENT OF STATE	/s/ [Illegible]
	Secretary of the Commonwealth
	as

2

Commonwealth of Pennsylvania

Department of State

To All to Whom These Presents Shall Come, Greeting:

Whereas, Under the provisions of the Business Corporation Law, approved the 5th day of May, Anno Domini one thousand nine hundred and thirty three, P. L. 364, as amended, the Department of State is authorized and required to issue a

CERTIFICATE OF INCORPORATION

evidencing the incorporation of a business corporation organized under the terms of that law, and

Whereas, The stipulations and conditions of that law have been fully complied with by the persons desiring to incorporate as

LIFE-CARE COMMUNITIES CORPORATION

Therefore, Know We, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, create, erect, and incorporate the incorporators of and the subscribers to the shares of the proposed corporation named above, their associates and successors, and also those who may thereafter become subscribers or holders of the shares of such corporation, into a body politic and corporate in deed and in law by the name chosen hereinbefore specified, which shall exist perpetually                        and shall be invested with and have and enjoy all the powers, privileges, and franchises incident to a business corporation and be subject to all the duties, requirements, and restrictions specified and enjoined in and by the Business Corporation Law and all other applicable laws of this Commonwealth.

Given	under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 28th day of August in the year of our Lord one thousand nine hundred and seventy-nine and of the Commonwealth the two hundred and fourth
	/s/ [Illegible]
		Secretary of the Commonwealth

3

Applicant’s Account No		Filed this 4th day of
		June, A.D. 1980,
		Commonwealth of Pennsylvania
		Department of State
Filing Fee: $40	80-32 1142
AB-2
	709741
Articles of	COMMONWEALTH OF PENNSYLVANIA	/s/ [Illegible]
Amendment—	DEPARTMENT OF STATE
Domestic Business Corporation	CORPORATION BUREAU
		Secretary of the Commonwealth
		as

In compliance with the requirements of section 806 of the Business Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. § 1806), the undersigned corporation, desiring to amend its Articles, does hereby certify that:

1.The name of the corporation is:

LIFE-CARE COMMUNITIES CORPORATION

2.The location of its registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department)

1335 Valley Road
(NUMBER)	(STREET)
Villanova	Pennsylvania	19085
(CITY)		(ZIP CODE)

3.The statute by or under which it was incorporated is:

Pennsylvania Business Corporation Law

4.The date of its incorporation is: August 28, 1979

5.(Check, and if appropriate, complete one of the following):

o    The meeting of the shareholders of the corporation at which the amendment was adopted was held at the time and place and pursuant to the kind and period of notice herein stated.

Time: The                                 day of                                         , 19                    .

Place:

Kind and period of notice

x    The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation.

6.At the time of the action of shareholders:

(a)The total number of shares outstanding was:

One Hundred Shares of Common Stock

(b)The number of shares entitled to vote was:

One Hundred Shares

4

7.In the action taken by the shareholders:

(a)The number of shares voted in favor of the amendment was:

One Hundred Shares

(b)The number of shares voted against the amendment was:

– 0 –

8.The amendment adopted by the shareholders, set forth in full, is as follows:

SEE ATTACHED SHEET

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 22 day of May, 1980.

		LIFE-CARE COMMUNITIES CORPORATION
		(NAME OF CORPORATION)
Attest:	By:	/s/ Jerry Frishberg
		(SIGNATURE)
/s/ Cynthia Frishberg
(SIGNATURE)		Jerry Frishberg, President
		(TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
Cynthia Frishberg, Secretary
(TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM

A.Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of Name) or Form DSCB: 17.3 (Consent to Use of Similar Name) shall accompany Articles of Amendment effecting a change of name.

B.Any necessary governmental approvals shall accompany this form.

C.Where action is taken by partial written consent pursuant to the Articles, the second alternate of Paragraph 5 should be modified accordingly.

D.If the shares of any class were entitled to vote as a class, the number of shares of each class so entitled and the number of shares of all other classes entitled to vote should be set forth in Paragraph 6(b).

E.If the shares of any class were entitled to vote as a class, the number of shares of such class and the number of shares of all other classes voted for and against such amendment respectively should be set forth in Paragraphs 7(a) and 7(b).

F.BCL §807 (15 P.S. § 1807) requires that the corporation shall advertise its intention to file or the filing of Articles of Amendment. Proofs of publication of such advertising should not be delivered to the Department, but should be filed with the minutes of the corporation.

5

LIFE-CARE COMMUNITIES CORPORATION

Attachment to
Articles of Amendment

Articles Nos. 1 and 6 of the Articles of Incorporation shall be amended so as to read in their entirety as follows:

“1. The name of the corporation is:

LIFE CARE COMMUNITIES CORPORATION

“6. The aggregate number of shares which the corporation shall have the authority to issue is:

10,000,000 shares of common stock having par value of $.01 per share; and

1,000,000 shares of preferred stock having a par value of $.01 per share.

The Corporation’s Board of Directors shall have the authority to determine the division of the shares of preferred stock into series and to determine the relative rights and preferences of any series thereof.

In connection with the aforementioned amended authorized capital, a 550 for 1 stock split of all of the issued and outstanding stock of the corporation, immediately prior to the filing of the Articles of Amendment, which filing shall bring about the new authorized capital, shall be effected. The Corporation shall issue and deliver stock certificates to existing shareholders to represent the total number of shares into which their shares shall have been converted. All stock certificates issued prior to this 550 for 1 stock split shall be submitted to the Corporation for cancellation.”

6

Commonwealth of Pennsylvania

Department of State

To All to Whom These Presents Shall Come, Greeting:

Whereas, in and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L. 364, as amended, the Department of State is authorized and required to issue a

CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and

Whereas, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by

LIFE-CARE COMMUNITIES CORPORATION

name changed to

LIFE CARE COMMUNITIES CORPORATION

Therefore, Know We, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents which I have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth.

Given	under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 4th day of June in the year of our Lord one thousand nine hundred and eighty and of the Commonwealth the two hundred and fourth
	/s/ [Illegible]
	Secretary of the Commonwealth

7

			Filed this 4th day of
			September, A.D. 1981,
			Commonwealth of Pennsylvania
			Department of State
Filing Fee: $40	81-58	1454
AB-2	709741
Statement of	COMMONWEALTH OF PENNSYLVANIA		/s/ [Illegible]
Change of Registered	DEPARTMENT OF STATE
Office–Domestic	CORPORATION BUREAU
Business Corporation			Secretary of the Commonwealth   dp

In compliance with the requirements of section 307 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. §1307) the undersigned corporation, desiring to effect a change in registered office, does hereby certify that:

1.The name of the corporation is:

LIFE CARE COMMUNITIES CORPORATION

2.         The address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department):

1335 Valley Road
(NUMBER)	(STREET)
Villanova	Pennsylvania	19085
(CITY)		(ZIP CODE)

3.The address to which the registered office in this Commonwealth is to be changed is:

GSB Building	Suite 714	1 Belmont Avenue
(NUMBER)		(STREET)
Bala Cynwyd		Pennsylvania	19004
(CITY)			(ZIP CODE)

4.         Such change was authorized by resolution duly adopted by at least a majority of the members of the board of directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this [Illegible] day of [Illegible], 1981.

		LIFE CARE COMMUNITIES CORPORATION
		(NAME OF CORPORATION)
	By:	/s/ Jerry Frisberg
		(SIGNATURE)
		Jerry Frisberg, President
		(TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
Attes.
/s/ Barbara Kleger
(SIGNATURE)
Barbara Kleger, Secretary
(TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.)

(SEAL)

8

Filed in the Department of State on the 17th day of February 1985

/s/ [Illegible]

Secretary of the Commonwealth

CERTIFICATlON

The undersigned, the duly authorized President and Secretary of Life Care Communities Corporation, hereby certify as follows:

1.The name of the corporation is Life Care Communities Corporation.

2.Attached hereto is a true and correct copy of an Action by Unanimous Consent in Writing of the Board of Directors establishing and designating the Series A Convertible Preferred Stock, and fixing and determining the relative rights and preferences thereof, in the form of a Statement of Designations, Preferences and Rights of the Series A Convertible Preferred Stock.

3.The aggregate number of shares of authorized Series A Convertible Preferred Stock is 200,000.

4.The Action by Unanimous Consent in Writing of the Board of Directors was executed as of Feb 15, 1985.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 15 day of February, 1985.

LIFE CARE COMMUNITIES CORPORATION
By:	/s/ Jerry Frishberg
	Jerry Frishberg, President
By:	/s/ Barbara Kleger
	Barbara Kleger, Secretary

[Corporate Seal]

9

Life Care Communities Corporation

UNANIMOUS CONSENT IN WRITING
OF THE BOARD OF DIRECTORS

Dated: [Illegible]

The undersigned, constituting the entire Board of Directors of Life Care Communities Corporation, a Pennsylvania corporation (the “Corporation”), by unanimous consent in writing pursuant to the authority contained in Section 402(7) of the Business Corporation Law of Pennsylvania, approved May 5, 1933, as amended, without the formality of convening a meeting, do hereby severally and collectively consent to the following actions of this Corporation:

WHEREAS, this Corporation’s Articles of Incorporation authorize the issuance of up to 1,000,000 shares of preferred stock, having a par value of $.01 per share, and

WHEREAS, this Corporation’s Board of Directors, pursuant to the Articles of Incorporation, as amended, has been given the authority to determine the division of the shares of preferred stock into series and to determine the relative rights and preferences of any series thereof.

NOW, THEREFORE BE IT RESOLVED, that this Corporation is hereby authorized to issue, out of this Corporation’s authorized but unissued preferred stock, 200,000 shares of convertible preferred stock, par value $.01 per share, such shares to be designated the “Series A Convertible Preferred Stock”, and which shall have the voting powers, designations, preferences and rights, and qualifications, limitations and restrictions set forth in the “Statement of Designations, Preferences and Rights of Series A Convertible Preferred Stock, $.01 Par value” attached hereto; and

10

FURTHER RESOLVED, that this Action by Unanimous Consent in Writing of the Board of Directors may be executed in one or more counterparts and when at least one counterpart has been executed by each director the foregoing resolutions shall be deemed adopted and in full force and effect as of the date hereof.

/s/ Jerry Frishberg	/s/ Barbara Kleger
Jerry Frishberg	Barbara Kleger
/s/ Dr. Melwin Posternack	/s/ Steven Frishberg
Dr. Melwin Posternack	Steven Frishberg

Constituting All of the Directors

- 2 -

11

LIFE CARE COMMUNITIES CORPORATION

Statement of Designations, Preferences
and Rights of the Series A Convertible
Preferred Stock, $.01 Par Value

There is hereby designated a class of non-voting Preferred Stock, the Series A Convertible Preferred Stock, $.01 par value (the “Preferred Stock”), of Life Care Communities Corporation (the “Company”) consisting of 200,000 authorized shares and having the designations, preferences and rights hereinafter set forth.

1. Dividend Rights. The Board of Directors of the Company does not anticipate that dividends will be paid on the Preferred Stock. The declaration, payment and amount of future dividends, if and when declared by the Board of Directors, shall be determined by the Board of Directors in light of conditions then existing, out of the assets of the Company available for payment of dividends under the laws of the Commonwealth of Pennsylvania.

2. Redemption. The Preferred Stock shall be subject to redemption as set forth in Section 3 of the Stock Purchase and Escrow Agreement (the “Stock Purchase Agreement”) to be entered into between the Company and each of the holders of the Preferred Stock, a copy of which is attached hereto as Exhibit “A” and incorporated by reference herein.

3. Conversion. The Preferred Stock will be subject to conversion as set forth in Section 4 of the Stock Purchase Agreement.

12

4. Rights on Liquidation. In the event of any voluntary or involuntary dissolution, liquidation or a winding up of the Company, each shareholder of Preferred Stock then outstanding shall be entitled to receive with respect to each such share, out of the net assets of the Company, an amount equal to the purchase price per share of his or her Preferred Stock, before any payment shall be made or any assets distributed to shareholders of the Company’s junior stock. If upon any liquidation, dissolution or winding up of the Company, the amount so payable is not paid in full to the shareholders of the Preferred Stock, the shareholders shall share ratably in any such distribution of assets in proportion to the full amounts to which they are entitled. After payment in full of the preferential amounts required to be paid to the shareholders of the Preferred Stock then outstanding, the holders of junior stock shall be entitled, to the exclusion of the shareholders of Preferred Stock, to share in all remaining assets of the Company in accordance with their respective interests. The consolidation or merger of the Company into or with any other corporation or corporations shall not be a liquidation, dissolution or winding up of the Company within the meaning of the foregoing provisions of this Section.

5. Voting Rights. Except where otherwise specifically required by law, the holders of the Preferred Stock shall have no voting right whatever nor shall they be entitled to notice of any meetings of shareholders, all such

- 2 -

13

rights being vested exclusively in the holders of the Common Stock.

6. Definitions As Used in this Statement. The term “junior stock” means the Common Stock and any other classes of stock ranking junior to the Preferred Stock on liquidation; the term “outstanding,” when used with reference to shares of stock, means issued shares, excluding shares held by the Company.

14

APPLICANT’S ACC’T NO.	8897 850	Filed this             day of
		JAN 12 1989
		Commonwealth of Pennsylvania
	492419	Department of State
Filing Fee: $40	(Line for numbering)
AB-2
Statement of
Change of Registered	COMMONWEALTH OF PENNSYLVANIA	/s/ [Illegible]
Office—Domestic	DEPARTMENT OF STATE	Secretary of the Commonwealth
Business Corporation	CORPORATION BUREAU	(Box for Certification)

In compliance with the requirements of section 307 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. §1307) the undersigned corporation, desiring to effect a change in registered office, does hereby certify that:

1.The name of the corporation is:

LIFE CARE COMMUNITIES CORPORATION

2.The address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department):

GSB Bldg. Suite 714 One Belmont Avenue
(NUMBER)		(STREET)
Bala Cynwyd	Pennsylvania	19004
(CITY)		(ZIP CODE)

3.The address to which the registered office in this Commonwealth is to be changed is:

1500 Chestnut Street	Suite 1600
(NUMBER)			(STREET)
Philadelphia		Pennsylvania	19102	(51)
(CITY)			(ZIP CODE)

4.         Such change was authorized by resolution duly adopted by at least a majority of the members of the board of directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this [Illegible] day of December, 1988.

	LIFE CARE COMMUNITIES CORPORATION
	(NAME OF CORPORATION)
By	/s/ Theodore A. Schwartz
	(SIGNATURE)
	Theodore A. Schwartz
	(TITLE: PRESIDENT)

Attest:

/s/ Anthony G. Polak

SIGNATURE

Anthony G. Polak

(TITLE: SECRETARY)

(CORPORATE SEAL)

27

BCL-307	Please indicate (check one) type corporation	FEE
	x   Domestic Business Corporation	$40.00
CHANGE OF REGISTERED OFFICE	o   Foreign Business Corporation
	o   Domestic Non-Profit Corporation
Commonwealth of Pennsylvania	o   Foreign Non-Profit Corporation
Department of State–Corporation Bureau
308 North Office Bldg. Harrisburg, PA 17120

1.	Name of Corporation
	LIFE CARE COMMUNITIES CORPORATION
2.	Address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Dept.):
	Number		(street)	(city)	(state)	(zip code)	(county)
	1500		Chestnut Street,	Suite 1600,	Philadelphia,	PA 19102	Philadelphia
3.	Address to which the registered office in this Commonwealth is to be changed:
	Number		(street)	(city)	(state)	(zip code)	(county)
	805		Pennsylvania Boulevard,		Feasterville,	PA 19047	Bucks (9)
4.	(Check, and if appropriate, complete one of the following:
	x	Such change was authorized by resolution duly adopted by the Board of Directors of the corporation.
	o	The procedure whereby such change was authorized was:

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this 30 day of May, 1989.

(Corporate Seal)

	LIFE CARE COMMUNITIES CORPORATION
	(Name of Corporation)
	By:	/s/ Theodore A. Schwartz
		(Signature)
		THEODORE A. SCHWARTZ, President
		(Title President, Vice President etc.)
ATTEST:
/s/ Edward P. Caine
(Signature)
EDWARD P. CAINE, Secretary
(Title Secretary Assistant Secretary etc.)

—FOR OFFICE USE ONLY—
030 FILED	002 CODE	003 REV BOX	SEQUENTIAL NO	100 MICROFILM NUMBER
				8944 674
JUN 12 1989	REVIEWED BY	004 SICC	AMOUNT	001 CORPORATION NUMBER
/s/ [illegible]	DATE APPROVED		$
Secretary of the Commonwealth				692619-008
Department of State	DATE REJECTED	CERTIFY TO	INPUT BY	LOG IN	LOG IN (REFILE)
Commonwealth of Pennsylvania		o REV
	MAILED BY DATE	o L & I	VERIFIED BY	LOG OUT	LOG OUT (REFILE)
		o OTHER

28

APPLICANT’S ACCT NO	89801771	Filed this           day of NOV 29 1989
		Commonwealth of Pennsylvania
Filing Fee: $40	(Line for numbering)	Department of State
AB-2	692619-009
Articles of	COMMONWEALTH OF PENNSYLVANIA
Amendment —	DEPARTMENT OF STATE	/s/ [Illegible]
Domestic Business Corporation	CORPORATION BUREAU	ACTING Secretary of the Commonwealth
		(Box for Certification)

In compliance with the requirements of section 806 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (13 P.S. §1806), the undersigned corporation, desiring to amend its Articles does hereby certify that.

1.  The name of the corporation is

LIFE CARE COMMUNITIES CORPORATION

2.  The location of its registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department):

805  Pennsylvania Boulevard
(NUMBER)	(STREET)
Feasterville	Pennsylvania	19047
(CITY)		(ZIP CODE)

3.    The Statute by or under which it was incorporated is:

Pennsylvania Business Corporation Law, approved May 5, 1933, P. L. 364, as amended

4.    The date of its incorporation is August 28, 1979

5.    (Check and if appropriate, complete one of the following):

x  The meeting of the shareholders of the corporation at which the amendment was adopted was held at the time and place and pursuant to the kind and period of notice herein stated.

Time:  The 29th day of November, 1989.

Place:  Trevose Hilton, Trevose, Pennsylvania

Kind and period of notice:  Notice of Annual Meeting of Shareholders, mailed on October 30, 1989 to shareholders of record on October 24, 1989

o  The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation.

6.    At the time of the action of shareholders:

(a) The total number of shares outstanding was:

8,296,113

(b) The number of shares entitled to vote was:

8,296,113

29

7.   In the action taken by the shareholders

(a) The number of shares voted in favor of the amendment was:

For No. 1: 6,359,021;    For No. 6: 6,296,272

(b) The number of shares voted against the amendment was

Against No. 1:  25,091;    Against No. 6: 87,741

8.  The amendment adopted by the shareholders set forth in full, is as follows:

See Rider Attached Hereto

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 29th day of November 1989.

		LIFE CARE COMMUNITIES CORPORATION
		(NAME OF CORPORATION)
Attest
/s/ Edward P. Caine	By:	/s/ Daniel Berlin
(SIGNATURE)		(SIGNATURE)
EDWARD P. CAINE, SECRETARY		DANIEL BERLIN, President
(TITLE SECRETARY ASSISTANT SECRETARY, ETC.)		(TITLE PRESIDENT, VICE PRESIDENT ETC.)

(CORPORATE SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM

A.Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of Name) of Form DSCB:17.3 (Consent to Use of Similar Name) shall accompany Articles of Amendment effecting a change of name.

B.Any necessary governmental approvals shall accompany this form

C.Where action is taken by partial written consent pursuant to the Articles, the second alternate of Paragraph 5 should be modified accordingly.

D.If the shares of any class were entitled to vote as a class the number of shares of each class so entitled and the number of shares of all other classes entitled to vote should be set forth in Paragraph 6(b).

E.If the shares of any class were entitled to vote as a class, the number of shares of such class and the number of shares of all other classes voted for and against such amendment respectively should be set forth in Paragraphs 7(a) and 7(b).

F.BCL §807 (15 P. S. §1807) [illegible] the corporation shall advertise its intention to file or the filing of Articles of Amendment. Proofs of publication of such advertising should not be delivered to the Department, but should [illegible] of the corporation.

30

RIDER TO THE ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
LIFE CARE COMMUNITIES CORPORATION

8.The Articles of Incorporation of the Corporation are herby amended, as follows:

“1.The name of the Corporation is: INOVEX INDUSTRIES, INC.” and, as follows:

“6.The aggregate number of shares which the Corporation shall have the authority to issue is:

20,000,000 shares of common stock, having par value of $.01 per share; and 1,000,000 shares of preferred stock, having par value of $.01 per share.

The Corporation’s Board of Directors shall have the authority to determine the division of the shares of preferred stock into series and to determine the relative rights and preference of any series thereof.”

31

Microfilm Number 90351019	Filed with the Department of State on
Entity Number 692619	/s/ [Illegible]
	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB. 15-1915 (Rev 89)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.The name of the corporation is: INOVEX INDUSTRIES, INC.

2.The (a) address of this corporation’s current registered office in this Commonwealth or (b) commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):

(a)	805 Pennsylvania Blvd.,	Feasterville	PA	19047	Bucks
	Number and Street	City	State	Zip	County
(b)
	Name of Commercial Registered Office Provider				County

For a corporation represented by a Commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3.The statute by or under which it was incorporated is: Business Corporation Law of 1933

4.The original date of its incorporation is: August 28, 1979

5.(Check, and if appropriate complete, one of the following):

o The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

x The amendment shall be effective on: July 30, 1990

6.(Check one of the following):

x The amendment was adopted by the shareholders pursuant to 15 Pa.C.S. § 1914(a) and (b). (Amendment #2)

x The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914 (c). (Amendment #1)

7.(Check, and if appropriate complete, one of the following):

o The amendment adopted by the corporation, set forth in full, is as follows:

x The amendment adopted by the corporation as set forth in full in Exhibit A, attached hereto and made a part hereof.

32

8.(Check if the amendment restates the Articles):

o The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 23rd day of July, 1990.

INOVEX INDUSTRIES, INC.
(Name of Corporation)
By:	/s/ [Illegible]
			(Signature)
TITLE:		Chairman of the Board

33

Exhibit A

l.Article 1 of the Corporation’s Articles of Incorporation is hereby amended to read in its entirety as follows:

“The name of the corporation is:

BERGER HOLDINGS, LTD.”

2.Article 6 of the Corporation’s Articles of Incorporation is hereby amended to read in its entirety as follows:

“6. The amount of total authorized capital stock of the Corporation is 21,000,000 shares, divided into 20,000,000 shares of Common Stock, par value of $.01 per share, and 1,000,000 shares of undesignated Preferred Stock, par value $.01 per share. Each one (1) share of the Corporation’s Common Stock issued and outstanding on the date that this Amendment is filed with the Department of state of the Commonwealth of Pennsylvania shall be and hereby is automatically changed without further action into one-sixth fully paid and nonassessable share of the Corporation’s Common Stock, provided that no fractional shares shall be issued pursuant to such change. The Corporation shall pay to each shareholder who would otherwise be entitled to a fractional share as a result of such change the value of such fractional share based upon the daily average of the bid and asked price per share of the Corporation’s Common stock on the National Association of Securities Dealers, Inc. Automated Quotation System for the ten (10) trading days preceding the effective date of this Amendment.”

34

	Filed in this Department of
	State on NOV 14 1990
692619-011
CERTIFICATE OF DESIGNATION	/s/ [Illegible]
	Secretary of [Illegible]

of

SERIES A $4.25 CONVERTIBLE PREFERRED STOCK

of

BERGER HOLDINGS, LTD.

Pursuant to Section 1522 of the Business Corporation Law of the Commonwealth of Pennsylvania

Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”), certifies that pursuant to the authority contained in its Articles of Incorporation, as amended, and in accordance with the provisions of section 1522 or the Business Corporation Law of the Commonwealth of Pennsylvania, its Board of Directors (the “Board of Directors”) has adopted the following resolution amending a series of its Preferred Stock, $.01 par value, designated as Series A Convertible Preferred Stock:

WHEREAS, this Board of Directors on February 15, 1985 created from its authorized shares of Preferred Stock, $.01 par value, a series designated as Series A Convertible Preferred Stock, of which 200,000 shares were authorized for issuance and none of which is issued and outstanding; and

WHEREAS, this Board of Directors desires to amend the designation and the voting rights, preferences, limitations and special rights of the Series A Convertible Preferred Stock in their entirety as provided herein;

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NOW THEREFORE, be it:

RESOLVED, that a series of the class of authorized Preferred Stock, $.01 par value, of the Company be hereby created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Section 1.Designation and Amount.

The shares of such series shall be designated as the “Series A $4.25 Convertible Preferred Stock” (the “Series A $4.25 Convertible Preferred Stock”) and the number of shares initially constituting such series shall be 1,000,000, which number may be decreased (but not increased) by the Board of Directors without a vote of shareholders; provided, however, that such number may not be decreased below the number of then currently outstanding shares of Series A $4.25 Convertible Preferred Stock.

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Section 2.Dividends and Distributions.

(a)Each holder of a share of Series A $4.25 Convertible Preferred Stock on each anniversary of the date of the prospectus pursuant to which the Series A $4.25 Convertible Preferred stock is first issued to investors (the “Prospectus”), shall be entitled to a dividend payable in Common Shares of the Company, par value $.01 (“Common Stock”), at the rate of 7% of the liquidation preference of the Series A $4.25 Convertible Preferred Stock (i.e. $.2975 per share) per annum. Dividend payments to the holders of record of shares of Series A $4.25 Convertible Preferred Stock shall be payable in shares of Common Stock valued at the average of the high bid prices of the Common Stock as reported on NASDAQ or last sale prices if the Common Stock is listed on a national securities exchange or included in the NASDAQ National Market System for a period of ten (10) consecutive trading days prior to the record date of any dividend payment. Such Common Stock dividends shall be payable by delivery of the Common Stock certificates to each entitled holder’s address which is registered with the Secretary of the Company.

(b)The holders of shares of Series A $4.25 Convertible Preferred Stock shall not be entitled to receive any dividends or other distributions except as provided in this Certificate of Designation of Series A $4.25 Convertible Preferred Stock.

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Section 3.Voting Rights.

Except as required by law, the holders of shares of Series A $4.25 Convertible Preferred Stock shall have no voting rights and their consent shall not be required for the taking of any corporate action.

Section 4.Liquidation, Dissolution or Winding Up.

(a)If the Company shall adopt a plan of liquidation or of dissolution, or commence a voluntary case under the federal bankruptcy laws or any other applicable state or federal bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in any involuntary case under such law or to the appointment of a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due and on account of such event the Company shall liquidate, dissolve or wind up, or upon any other liquidation, dissolution or winding up of the Company, no distribution shall be made to the holders of shares of Common Stock, unless, prior thereto, the holders of shares of Series A $4.2 5 Convertible Preferred Stock shall have received $4.25 per share. If, upon any liquidation, dissolution or winding upof the company, the amount so payable is not paid in full to the shareholders of the Series A $4.25 Convertible Preferred Stock, the

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shareholders shall share ratably in any distribution of the net assets of the Company in proportion to the full amounts to which they are entitled. After payment in full of the preferential amounts required to be paid to the shareholders of the Series A $4.25 Convertible Preferred Stock then outstanding, the holders of the Common Stock shall be entitled, to the exclusion of the shareholders of the Series A $4.25 Preferred Stock, to share in all remaining assets of the Company in accordance with their respective interests.

(b)Neither the consolidation, merger or other business combination of the Company with or into any other person or persons nor the sale, lease, exchange or conveyance of all or any part of the property, assets or business of the Company to a Person or Persons other than the holders of the Company’s Common Stock, shall be deemed to be a liquidation, dissolution or winding up of the Company for purposes of this Section 4.

Section 5.Conversion.

(a)Subject to the provisions for adjustment hereinafter set forth, each share of Series A $4.25 Convertible Preferred Stock shall be convertible in the manner hereinafter set forth into fully paid and nonassessable shares of Common Stock. Commencing one hundred-eighty (180) days after the date of the Prospectus (the “Conversion Date”), each share of Series A $4.25 Convertible Preferred Stock may, at the option of the holder thereof, be

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converted into one and one-half (1.5) shares of Common Stock, however, if the Company’s consolidated pre-tax earnings during 1991 do not equal or exceed $1,800,000, each share of Series A $4.25 Convertible Preferred Stock instead may be converted beginning May 1, 1992 at the option of the holder into one and seventy-five one-hundredths (1.75) shares of Common Stock on the terms and conditions set forth in this Section 5.

(b)The number of shares of Common Stock into which each share of Series A $4.25 Convertible Preferred Stock is convertible shall be subject to adjustment from time to time as follows:

(i)In case the Company shall at any time or from time to time declare a dividend, or make a distribution, on the outstanding shares of Common Stock in shares of Common Stock or subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares or combine or reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then, and in each case,

(A)the number of shares of Common Stock into which each share of Series A $4.25 Convertible Preferred Stock is convertible shall be adjusted so that the holder of each share thereof shall be entitled to receive, upon the conversion thereof, the number ofshares of Common Stock which the holder of a share of series A $4.25 Convertible Preferred Stock would have been entitled to receive after the happening of any of the events described above had such share been converted immediately prior to

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the happening of such event or the record date therefor, whichever is earlier; and

(B)an adjustment made pursuant to this clause (i) shall become effective (I) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (II) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective.

(ii)In case the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company’s assets, liquidation or recapitalization of the Common Stock and excluding (X) any transaction to which clause (i) of this paragraph (b) applies, and (Y) a merger or consolidation in which the Company is the surviving corporation in which the previously outstanding Common Stock shall be changed into or, pursuant to the operation of law or the terms of the transaction to which the Company is a party, exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing, then, as a condition of the consummation of such transaction, lawful and adequate provision shall be made so that each holder of shares of Series A $4.25

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Convertible Preferred Stock shall be entitled, upon conversion, to an amount per share equal to (A) the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or which each share of Common Stock is changed or exchanged times (B) the number of shares of Common Stock into which a share of Series A $4.25 Convertible Preferred Stock is convertible immediately prior to the consummation of such transaction.

(c)In case the Company shall be a party to a transaction described in subparagraph (b) (ii) above resulting in the change or exchange of the Company’s Common Stock then, from and after the date of announcement of the pendency of such subparagraph (b)(ii) transaction until the effective date thereof, each share of Series A $4.25 Convertible Preferred Stock may be converted, at the option of the holder thereof, into shares of Common Stock on the terms and conditions set forth in this Section 5, and if so converted during such period, such holder shall be entitled to receive such consideration in exchange for such holder’s shares of Common Stock as if such holder had been the holder of such shares of Common Stock as of the record date for such change or exchange of the Common Stock.

(d)The Board of Directors may increase the number of shares of Common Stock into which each share of Series A $4.25 Convertible Preferred Stock may be converted, in addition to the adjustments required by this Section 5, as shall be determined by

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it (as evidenced by a resolution of the Board of Directors) to be advisable in order to avoid or diminish any income deemed, for federal income tax purposes, to be received by any holder of shares of Common Stock or Series A $4.25 Convertible Preferred Stock resulting from any events or occurrences giving rise to adjustments pursuant to this Section 5 or from any other similar event.

(e)The holder of any shares of Series A $4.25 Convertible Preferred Stock may exercise his right to convert such shares into shares of Common Stock by surrendering for such purpose to the Company, at the offices of the Company’s Transfer Agent, OTR, 1130 Southwest Morrison, Portland, Oregon 97205, or such successor transfer agent for the Series A $4.25 Convertible Preferred Stock as shall be selected by resolution of the Board of Directors, a certificate or certificates representing the shares of Series A $4.25 Convertible Preferred Stock to be converted with the form of election to convert (the “Election to Convert”) on the reverse side of the stock certificate completed and executed as indicated, thereby stating that such holder elects to convert all or a specified whole number of such shares in accordance with the provisions of this Section 5 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case the Election to Convert shall specify a name or names other than that of such holder, it shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names.

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Other than such taxes, the Company will pay any and all taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A $4.25 Convertible Preferred Stock, pursuant hereto. As promptly as practicable, and in any event within three Business Days after the surrender of such certificate or certificates and the receipt of the Election to Convert and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that such taxes have been paid), the Company shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of Series A $4.25 Convertible Preferred Stock so converted shall be entitled and (ii) if less than the full number of shares of Series A $4.25 Convertible Preferred Stock evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted. Such conversion shall be deemed to have been made at the close of business on the date of giving of the Election to Convert and of such surrender of the certificate or certificates representing the shares of Series A $4.25 Convertible Preferred Stock to be converted so that the rights of the holder thereof as to the shares being converted shall cease except for the right to receive shares of Common Stock in accordance herewith, and the

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person entitled to receive the shares of Common Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. The Company shall not be required to convert, and no surrender of shares of Series A $4.25 Convertible Preferred Stock shall be effective for that purpose, while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of 15 calendar days); but the surrender of shares of Series A $4.25 Convertible Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such shares of series A $4.25 Convertible Preferred Stock were surrendered, and at the conversion rate in effect at the date of such surrender.

(f)Upon conversion of any shares of Series A $4.25 Convertible Preferred Stock, the holder thereof shall not be entitled to receive any accumulated dividends in respect of the shares so converted to the date of conversion.

(g)In connection with the conversion of any shares of Series A $4.25 convertible Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lien thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the average of the high bid prices of the Common Stock as reported on NASDAQ or last sale prices if the Common Stock is listed on a

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national securities exchange or included in the NASDAQ National Market System for a period of ten (10) consecutive trading days prior to the date such shares of Series A $4.25 Convertible Preferred Stock are deemed to have been converted.

(h)The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A $4.25 Convertible Preferred stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of Series A $4.25 Convertible Preferred Stock. The Company shall from time to time, subject to and in accordance with the Business Corporation Law of the Commonwealth of Pennsylvania, increase the authorized amount of Common Stock if at any time the number of authorized shares of Common Stock remaining unissued shall not be sufficient to permit the conversion at such time of all then outstanding shares of Series A $4.25 Convertible Preferred Stock.

(i)In computing the adjustment which a holder of Series A $4.25 Convertible Preferred Stock shall receive pursuant, to paragraph (b) of this Section 5, the fact that shares of Series A $4.25 Convertible Preferred Stock may not be presently convertible shall be ignored and such computation shall be made as if such shares were presently convertible.

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Section 6.           Reports as to Adjustments.

Whenever the number of shares of Common Stock into which each share of Series A $4.25 Convertible Preferred Stock is convertible is adjusted as provided in Section 5 hereof, the Company shall promptly mail to the holders of record of the outstanding shares of Series A $4.25 Convertible Preferred Stock at their respective addresses as the same shall appear in the Company’s stock records a notice stating that the number of shares of Common Stock into which the shares of Series A $4.25 Convertible Preferred Stock are convertible has been adjusted and setting forth the new number of shares of Common Stock (or describing the new stock, securities, cash or other property) into which each share of Series A $4.25 Convertible Preferred Stock is convertible, as a result of such adjustment, a brief statement of the facts requiring such adjustment and the computation thereof, and when such adjustment become effective.

Section 7.           Redemption.

(a)    The shares of Series A $4.25 Convertible Preferred Stock may be redeemed by the Company at its sole option and election at $4.25 per share on thirty (30) days’ written notice if after the Conversion Date the high bid prices of the Common Stock, as reported on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) (or the closing sale prices of the Common Stock if the Common Stock is listed on a national

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securities exchange or included in the NASDAQ National Market System) equaled or exceeded $8.00 for ten (10) consecutive trading days ending within fifteen (15) days of the date of the notice of redemption.

(b)    In the event that in connection with any redemption of less than the entire issue of the Series A $4.25 Convertible Preferred stock then outstanding, the Board of Directors, in its sole discretion, shall determine the shares of Series A $4.25 Convertible Preferred Stock to be so redeemed. The Certificate of the Secretary of the Company, filed with the Transfer Agent, if any, for the Series A $4.25 Convertible Preferred stock of such determination by the Board of Directors shall be conclusive. Notice of any redemption of shares of Series A $4.25 Convertible Preferred Stock (“Notice of Redemption”) shall be given in writing by the Company to all holders of record within fifteen (15) days of the last consecutive Trading Day by mail at such holder’s address as it appears on the transfer books of the Company, and the time of mailing such notice shall be deemed the time of delivery. The Notice of Redemption shall set forth the date of redemption. Such notice shall be given to the holders not less than thirty (30) days prior to the date of redemption. Commencing thirty (30) days after the date the Notice of Redemption is given by the Company, the Company shall have the right to redeem, at any time, all of the outstanding shares of Series A $4.25 Convertible Preferred Stock

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by paying therefor in cash $4.25 per share plus any unpaid dividends.

(c)    Notice having been given pursuant to paragraph (b) of this Section 7, from and after the date specified therein as the date of redemption, unless default shall be made by the Company in providing for the payment of the applicable redemption price, all dividends on the Series A $4.25 Convertible Preferred Stock shall cease to accrue. If the Company so elects, the Company shall provide for the payment of the redemption price by depositing, the requisite moneys, or other consideration, as applicable, with a bank or trust company of adequate capitalization of its choice as Paying Agent on the date specified for redemption (provided the Notice of Redemption shall state the name and address of such Paying Agent and the intention of the Company to deposit and the availability of the moneys. All rights of the holders thereof as shareholders of the Company, except the right to receive the applicable redemption price (without interest) shall cease and terminate. Any interest allowed on the moneys so deposited shall be paid to the Company. Any moneys (or other consideration, if applicable) so deposited which shall remain unclaimed by the holders of such Series A $4.25 Convertible Preferred Stock at the end of three (3) years after the redemption date shall become the property of, and be paid by such bank or trust company to, the Company. In case fewer than all the outstanding shares represented by any certificate are redeemed, a new certificate, representing

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the unredeemed shares, shall be issued to the holder thereof without cost (except for payment of applicable transfer taxes) to such holder.

Section 8.           Reacquired Shares.

Any shares of Series A $4.25 Convertible Preferred Stock converted, purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof, and, if necessary to provide for the lawful purchase of such shares, the capital represented by such shares shall be reduced in accordance with the Business Corporation Law of the Commonwealth of Pennsylvania. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, $.01 par value, of the Company and may be reissued as part of another series of Preferred Stock, $.01 par value, ofthe Company.

Section 9.           Certain Definitions.

For the purposes of the Certificate of Designation of Series A $4.25 Convertible Preferred Stock which embodies this resolution:

“Business Day” means any day other than a Saturday, Sunday, or a day on which banking institutions in the state in which the Transfer Agent is located are authorized or obligated by law or executive order to close.

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“Trading Day” means a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on any national securities exchange, any day other than a Saturday, Sunday, or a day on which banking institutions in the state of New York are authorized or obligated by law or executive order to close.

IN WITNESS WHEREOF, the Company has caused this certificate of Designation of Series A $4.25 Convertible Preferred Stock to be duly executed by its Chairman and attested to by its Secretary and has caused its corporate seal to be affixed hereto, this 13th day of November, 1990.

		BERGER HOLDINGS, LTD.
		By:	/s/ Theodore A. Schwartz
			Theodore A. Schwartz, Chairman
ATTEST:
By:	/s/ Joseph F. Weiderman
	Joseph F. Weiderman
	Secretary and Treasurer

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[SEAL]

CERTIFICATE OF DESIGNATION

of

SERIES A $4.25 CONVERTIBLE PREFERRED STOCK

of

BERGER HOLDINGS, LTD.

Pursuant to Section 1522 of the Business Corporation Law of the Commonwealth of Pennsylvania

Berger Holdings, Ltd., a Pennsylvania corporation (the “Company”), certifies that pursuant to the authority contained in its Articles of Incorporation, as amended, and in accordance with the provisions of Section 1522 of the Business Corporation Law of the Commonwealth of Pennsylvania, its Board of Directors (the “Board of Directors”) has adopted the following resolution amending a series or its preferred stock, $.01 par value, designated as Series A Convertible Preferred Stock:

WHEREAS, this Board of Directors on February 15, 1985 created from its authorized shares of Preferred Stock, $.01 par value, a series designated as Series A Convertible Preferred Stock, of which 200,000 shares were authorized for issuance and none of which is issued and outstanding; and

WHEREAS, this Board of Directors desires to amend the designation and the voting rights, preference, limitations and special rights of the Series A Convertible Preferred Stock in their entirety as provided herein;

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NOW THEREFORE, be it:

RESOLVED, that a series of the class of authorized Preferred Stock, $.01 par value, of the Company be hereby created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Section 1.           Designation and Amount.

The shares of such series shall be designated as the “Series A $4.25 Convertible Preferred Stock” (the “Series A $4.25 Convertible Preferred Stock”) and the number of shares initially constituting such series shall be 1,000,000, which number may be decreased (but not increased) by the Board of Directors without a vote of shareholders; provided, however, that such number may not be decreased below the number of then currently outstanding shares of Series A $4.25 Convertible Preferred Stock.

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Section 2.           Dividends and Distributions.

(a)    Each holder of a share of Series A $4.25 Convertible Preferred Stock on each anniversary of the date of the prospectus pursuant to which the Series A $4.25 Convertible Preferred Stock is first issued to investors (the “Prospectus”), shall be entitled to a dividend payable in Common Shares of the Company, par value $.01 (“Common Stock”), at the rate of 7% of the liquidation preference of the Series A $4.25 Convertible Preferred Stock (i.e. $.2975 per share) per annum. Dividend payments to the holders of record of shares of Series A $4.25 Convertible Preferred Stock shall be payable in shares of Common Stock valued at the average of the high bid prices of the Common Stock as reported on NASDAQ or last sale prices if the Common Stock is listed on a national securities exchange or included in the NASDAQ National Market System for a period of ten (10) consecutive trading days prior to the record date of any dividend payment. Such Common Stock dividends shall be payable by delivery of the Common Stock certificates to each entitled holder’s address which is registered with the Secretary of the Company.

(b)    The holders of shares of Series A $4.25 Convertible Preferred Stock shall not be entitled to receive any dividends or other distributions except as provided in this Certificate of Designation of Series A $4.25 Convertible Preferred Stock.

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Section 3.           Voting Rights.

Except as required by law, the holders of shares of Series A $4.25 Convertible Preferred Stock shall have no voting rights and their consent shall not be required for the taking of any corporate action.

Section 4.           Liquidation, Dissolution or Winding Up.

(a)    If the Company shall adopt a plan of liquidation or of dissolution, or commence a voluntary case under the federal bankruptcy laws or any other applicable state or federal bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in any involuntary case under such law or to the appointment of a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due and on account of such event the Company shall liquidate, dissolve or wind up, or upon any other liquidation, dissolution or winding up of the Company, no distribution shall be made to the holders of shares of Common Stock, unless, prior thereto, the holders of shares of Series A $4.25 Convertible Preferred Stock shall have received $4.25 per share. If, upon any liquidation, dissolution or winding up of the Company, the amount so payable is not paid in full to the shareholders of the Series A $4.25 Convertible Preferred Stock, the

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shareholders shall, ratably in any distribution of the net assets Company in proportion to the full amounts to which they are entitled. After payment in full of the preferential amounts required to be paid to the shareholders of the Series A $4.25 Convertible Preferred Stock then outstanding, the holders of the Common Stock shall be entitled, to the exclusion of the shareholders of the Series A $4.25 Preferred Stock, to share in all remaining assets of the Company in accordance with their respective interests.

(b)    Neither the consolidation, merger or other business combination of the Company with or into any other person or persons nor the sale, lease, exchange or conveyance of all or any part of the property, assets or business of the Company to a Person or Persons other than the holders of the Company’s Common Stock, shall be deemed to be a liquidation, dissolution or winding up of the Company for purposes of this Section 4.

Section 5.           Conversion.

(a)    Subject to the provisions for adjustment hereinafter set forth, each share of Series A $4.25 Convertible Preferred Stock shall be convertible in the manner hereinafter set forth into fully paid and nonassessable shares of Common Stock. Commencing one hundred eighty (180) days after the date of the Prospectus or such sooner date as the Board of Directors may provide in a notice to the holders of the Series A $4.25 Convertible Preferred Stock (the

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“Conversion Date”), each share of Series A $4.25 Convertible Preferred Stock may, at the option of the holder thereof, be converted into one and one-half (1.5) shares of Common Stock, however, if the Company’s consolidated pre-tax earnings during do not equal or exceed $1,800,000, each share of Series A $4.25 Convertible Preferred Stock instead may be converted beginning May 1, 1992 at the option of the holder into one and seventy-five one- hundredths (1.75) shares of Common Stock on the terms and conditions set forth in this Section 5.

(b)    The number of shares of Common Stock into which each share of Series A $4.25 Convertible Preferred Stock is convertible shall be subject to adjustment from time to time as follows:

(i)    In case the Company shall at any time or from time to time declare a dividend, or make a distribution, on the outstanding shares of Common Stock in shares of Common Stock or subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares or combine or reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then, and in each case,

(A)    the number of shares of Common Stock into which each share of Series A $4.25 Convertible Preferred Stock is convertible shall be adjusted so that the holder of each share thereof shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock which the holder of a share of Series A $4.25 Convertible Preferred Stock would have been

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entitled to receive after the happening of any of the events described above had such share been converted immediately prior to the happening of such event or the record date therefor, whichever is earlier; and

(B)    an adjustment made pursuant to this clause (i) shall become effective (I) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (II) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective.

(ii)    In case the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company’s assets, liquidation or recapitalization of the Common Stock and excluding (X) any transaction to which clause (i) of this paragraph (b) applies, and (Y) a merger or consolidation in which the Company is the surviving corporation in which the previously outstanding Common Stock shall be changed into or, pursuant to the operation of law or the terms of the transaction to which the Company is a party, exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing, then, as a condition of the

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consummation of such transaction, lawful and adequate provision shall be made so that each holder of shares or series A $4,25 convertible Preferred Stock shall be entitled, upon conversion, to an amount per share equal to (A) the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or which each share of Common stock is changed or exchanged times (B) the number of shares of Common Stock into which a share of Series A $4.25 Convertible Preferred Stock is convertible immediately prior to the consummation of such transaction.

(c)    In case the Company shall be a party to a transaction described in subparagraph (b) (ii) above resulting in the change or exchange of the Company’s Common Stock then, from and after the date of announcement of the pendency of such subparagraph (b)(ii) transaction until the effective date thereof, each share of Series A $4.25 Convertible Preferred stock may be converted, at the option of the holder thereof, into shares of Common Stock on the terms and conditions set forth in this Section 5, and if so converted during such period, such holder shall be entitled to receive such consideration in exchange for such holder’s shares of common stock as if such holder had been the holder of such shares of Common Stock as of the record date for such change or exchange of the Common Stock.

(d)    The Board of Directors may increase the number of shares of Common Stock into which each share of: Series A $4.25

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Convertible Preferred Stock may be converted, in addition to the adjustments required by this Section 5, as shall be determined by it (as evidenced by a resolution of the Board of Directors) to be advisable in order to avoid or diminish any income deemed, for federal income tax purposes, to be received by any holder of shares of Common Stock or Series A $4.25 Convertible Preferred Stock resulting from any events or occurrences giving rise to adjustments pursuant to this section 5 of from any other similar event.

(e)    The holder or any shares of Series A $4.25 Convertible Preferred Stock may exercise his right to convert such shares into shares of Common Stock by surrendering for such purpose to the Company, at the offices of the Company’s Transfer Agent, OTR, 1130 Southwest Morrison, Portland, Oregon 97205, or such successor transfer agent for the Series A $4.25 Convertible Preferred Stock as shall be selected by resolution of the Board of Directors, a certificate or certificates representing the shares of Series A $4.25 Convertible Preferred Stock to be converted with the form of election to convert (the “Election to Convert”) on the reverse side of the stock certificate completed and executed as indicated, thereby stating that such holder elects to convert all or a specified whole number of such shares in accordance with the provisions of this Section 5 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case the Election to Convert shall specify a name or names other than that of such holder, it

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shall be accompanied by payment of all transfer taxes payable upon the issuance of shares or Common Stock in such name or names. Other than such taxes, the Company will pay any and all taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A $4.25 Convertible Preferred Stock pursuant hereto. As promptly as practicable, and in any event within three Business Days after the surrender of such certificate or certificates and the receipt of the Election to Convert and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that such taxes have been paid), the Company shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of Series A $4.25 Convertible Preferred Stock so converted shall be entitled and (ii) if less than the full number of shares of Series A $4.25 Convertible Preferred Stock evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like [Illegible], for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted. Such conversion shall be deemed to have been made at the close of business on the date of giving of the Election to Convert and of such surrender of the certificate or certificates representing the shares of Series A $4.25 Convertible Preferred Stock to be converted so that the rights of the holder thereof as

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to the shares being converted shall cease except for the right to receive shares of Common Stock in accordance herewith, and the person entitled to receive the shares of Common Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. The Company shall not be required to convert, and no surrender of shares of Series A $4.25 Convertible Preferred Stock shall be effective for that purpose, while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of 15 calendar days); but the surrender of shares of Series A $4.25 Convertible Preferred Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such shares of Series A $4.25 Convertible Preferred Stock were surrendered, and at the conversion rate in effect at the date of such surrender.

(f)    Upon conversion of any shares of Series A $4.25 convertible Preferred Stock, the holder thereof shall not be entitled to receive any accumulated dividends in respect of the shares so converted to the date of conversion.

(g)    In connection with the conversion of any shares of Series A $4.25 Convertible Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the

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average of the high bid prices of the Common Stock as reported on NASDAQ or last sale prices if the Common Stock is listed on a national securities exchange or included in the NASDAQ National Market System for a period of ten (10) consecutive trading days prior to the date such shares of Series A $4.25 Convertible Preferred Stock are deemed to have been converted.

(h)    The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A $4.25 Convertible Preferred stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of Series A $4.25 Convertible Preferred Stock. The Company shall from time to time, subject to and in accordance with the Business Corporation Law of the commonwealth of Pennsylvania, increase the authorized amount of Common Stock if at any time the number of authorized shares of Common stock remaining unissued shall not be sufficient to permit the conversion at such time of all then outstanding shares of Series A $4.25 Convertible Preferred Stock.

(i)     In computing the adjustment which a holder of Series A $4.25 Convertible Preferred Stock shall receive pursuant to paragraph (b) of this Section 5, the fact that shares of Series A $4.25 Convertible Preferred Stock may not be presently convertible shall be ignored and such computation shall be made as if such shares were presently convertible.

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Section 6.           Reports as to Adjustments.

Whenever the number of shares of Common Stock into which each share of Series A $4.25 Convertible Preferred Stock is convertible is adjusted as provided in Section 5 hereof, the Company shall promptly mail to the holders of record of the outstanding shares of Series A $4.25 Convertible Preferred Stock at their respective addresses as the same shall appear in the Company’s stock records a notice stating that the number of shares of Common Stock into which the shares of Series A $4.25 Convertible Preferred Stock are convertible has been adjusted and setting forth the new number of shares of Common Stock (or describing the new stock, securities, cash or other property) into which each share of Series A $4.25 Convertible Preferred stock is convertible, as a result of such adjustment, a brief statement of the facts requiring such adjustment and the computation thereof, and when such adjustment became effective.

Section 7.           Redemption.

(a)    The shares of Series A $4.25 Convertible Preferred stock may be redeemed by the Company at its sole option and election at $4.25 per share on thirty (30) days’ written notice if after the Conversion Date the high bid prices of the Common Stock, as reported on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) (or the closing sale prices of the common Stock if the Common Stock is listed on a national

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securities exchange or included in the NASDAQ National Market System) equaled or exceeded $8.00 for ten (10) consecutive trading days ending within fifteen (15) days of the date of the notice of redemption.

(b)   In the event that in connection with any redemption of less than the entire issue of the Series A $4.25 Convertible Preferred Stock then outstanding, the Board of Directors, in its sole discretion, shall determine the shares of Series A $4.25 Convertible Preferred Stock to be so redeemed. The Certificate of the Secretary of the Company, filed with the Transfer Agent, if any, for the Series A $4.25 Convertible Preferred Stock of such determination by the Board of Directors shall be conclusive. Notice of any redemption of shares of Series A $4.25 Convertible Preferred Stock (“Notice of Redemption”) shall be given in writing by the Company to all holders of record within fifteen (15) days of the last consecutive Trading Day by mail at such holder’s address as it appears on the transfer books of the Company, and the time of mailing such notice shall be deemed the time of delivery. The Notice of Redemption shall set forth the date of redemption. Such notice shall be given to the holders not less than thirty (30) days prior to the date of redemption. Commencing thirty (30) days after the date the Notice of Redemption is given by the Company, the Company shall have the right to redeem, at any time, all of the outstanding shares of Series A $4.25 Convertible preferred Stock

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by paying therefor in cash $4.25 per share plus any unpaid dividends.

(c)   Notice having been given pursuant to paragraph (b) of this section 7, from and after the date specified therein as the date of redemption, unless default shall be made by the Company in providing for the payment or the applicable redemption price, all dividends on the Series A $4.25 Convertible Preferred stock shall cease to accrue. If the Company so elects, the company shall provide for the payment of the redemption price by depositing the requisite moneys, or other consideration, as applicable, with a bank or trust company of adequate capitalization of its choice as Paying Agent on the date specified for redemption (provided the Notice of Redemption shall state the name and address of such Paying Agent and the intention of the Company to deposit and the availability of the moneys. All rights of the holders thereof as shareholders of the Company, except the right to receive the applicable redemption price (without interest) shall cease and terminate. Any interest allowed on the moneys so deposited shall be paid to the Company. Any moneys (or other consideration, if applicable) so deposited which shall remain unclaimed by the holders of such Series A $4.25 Convertible Preferred stock at the end of three (3) years after the redemption date shall become the property of, and be paid by such bank or trust company to, the company. In case fewer than all the outstanding shares represented by any certificate are redeemed, a new certificate, representing

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the unredeemed shares, shall be issued to the holder thereof without cost (except for payment of applicable transfer taxes) to such holder.

Section 8.           Reacquired Shares.

Any shares of Series A $4.25 Convertible Preferred Stock converted, purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof, and, if necessary to provide for the lawful purchase of such shares, the capital represented by such shares shall be reduced in accordance with the Business Corporation Law of the Commonwealth of Pennsylvania. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, $.01 par value, of the Company and may be reissued as part of another series of Preferred Stock, $.01 par value, of the Company.

Section 9.           Certain Definitions.

For the purposes of the certificate of Designation of Series A $4.25 Convertible Preferred Stock which embodies this resolution:

“Business Day” means any day other than a Saturday, Sunday, or a day on which banking institutions in the state in which the Transfer Agent is located are authorized or obligated by law or executive order to close.

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“Trading Day” means a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on any national securities exchange, any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designation of Series A $4.25 Convertible Preferred Stock to be duly executed by its chairman and attested to by its Secretary and has caused its corporate seal to be affixed hereto, this 16th day of November, 1990.

		BERGER HOLDINGS, LTD.
		By:	/s/ Theodore A. Schwartz
			Theodore A. Schwartz, Chairman
ATTEST:
By:	/s/ Joseph F. Weiderman
	Joseph F. Weiderman
	Secretary and Treasurer

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Microfilm Number	Filed with the Department of State on [Illegible]
Entity Number 692619
	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa. C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.	The name of the corporation is: Berger Holdings, Ltd.
2.	The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county venue is the Department is hereby authorized to correct the following information to conform to the records of the Department):
	(a)	805 Pennsylvania Boulevard	Feasterville	PA	19053	Bucks
		Number and Street	City	State	Zip	County
	(b) c/o:
		Name of Commercial Registered Office Provider				County
	For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.
3.	The statue by or under which it was incorporated is: 15 Pa. C.S. §1301
4.	The date of its incorporation is: August 28, 1979
5.	(Check, and if appropriate complete, one of the following):
	x	The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
	o	The amendment shall be effective on:                                                  at
6.	(Check one of the following):
	x	The amendment was adopted by the shareholders (or members) pursuant to 15 Pa. C.S. § 1914(a) and (b).
	o	The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c).
7.	(Check, and if appropriate complete, one of the following):
	o	The amendment adopted by the corporation, set forth in full, is as follows:
	x	The amendment adopted by the corporation as set forth in full in Exhibit A attached hereto and made a part hereof.

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8.	(Check if the amendment restates the Article):
	o	The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 21st day of July, 1993.

Berger Holdings, Ltd.
(Name of Corporation)
By:	/s/ Joseph F. Weiderman
	Joseph F. Weiderman, President

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EXHIBIT A

PLAN OF RECAPITALIZATION

1.             Article 6 of the Corporation’s Articles of Incorporation shall be amended to read in its entirely as follows:

“Article 6. The aggregate number of shares that the Corporation shall have authority to issue is 25,000,000 shares, divided into 20,000,000 shares of Common Stock (the “Common Shares”), each of which shall have the par value of $.01 per share, and 5,000,000 shares of Preferred Stock (the “Preferred Shares”), each of which shall have the par value of $.01 per share. Each Common Share of the Corporation issued and outstanding on the date that this Amendment is filed with the Department of State of the Commonwealth of Pennsylvania shall be and hereby is automatically changed without further action into one-tenth (1/10th) fully paid and nonassessable Common Shares of the Corporation, provided that no fractional shares shall be issued pursuant to such change. The Corporation shall issue a whole share to each shareholder who would otherwise be entitled to a fractional share. The division of the Preferred Shares into classes and into series within any class, the determination of the designation and the number of shares of any class or series and the determination of the voting rights, preferences, limitations and special rights, if any, of the Preferred Shares of any class or series may be accomplished by an amendment of the Corporation’s Articles of Incorporation made solely by action of the Board of Directors without any action of shareholders and the Board of Directors is hereby expressly authorized to make such amendments.”

2.             Article 7 of the Corporation’s Articles of Incorporation, as amended, shall read in its entirety as follows:

“Article 7. The following provisions shall govern the management of the business and affairs of the Corporation and the rights, power or duties of its security holders, directors or officers:

Section 701.           Classification of Board of Directors. The Board of Directors of the Corporation shall be classified in respect of the time for which they shall severally hold office as follows:

1.Each class shall be as nearly equal in number as possible.

2.The term of office of at least one class shall expire in each year.

3.Expect as otherwise provided in the express terms of any series of undesignated Preferred Stock or any series of Series Preference Stock with respect to the election of directors upon the occurrence of a default in the payment of dividends or in the performance of another express requirement of the terms of such series, the members of each class shall be elected for a term of three years and until their respective successors shall have been elected and qualified, except in the event of their earlier death, resignation or removal.

Notwithstanding the preceding sentence, at the 1993 Annual Meeting of Shareholders, the directors shall be classified into three classes comprised of directors who shall serve for terms expiring at the annual meetings of shareholders in 1994, 1995 and 1996, respectively, and until their respective successors shall have been elected and qualified, except in the event of their earlier death, resignation or removal. At the annual meeting

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of shareholders in 1994 and thereafter, the shareholders shall elect, to serve until the third annual meeting of shareholders following their election, and until their successors shall have been elected and qualified, except in the event of their earlier death, resignation or removal, the number of directors in the class whose term expires at such annual meeting,. This paragraph shall expire at the adjournment of the annual meeting of shareholders in 1996.

Section 702.           Number of Directors. The number of directors of the Corporation constituting the whole Board and the number of directors constituting each class of directors shall be fixed solely by resolution of the Board of Directors, except as otherwise provided in the express terms of any class or series of Preferred Stock or series of Series Preference Stock with respect to the election of directors upon the occurrence of a default in the payment of dividends or in the performance of another express requirement of the terms of such series of Preferred Stock or series of Series Preference Stock.

Section 703.           Amendments. In addition to any affirmative vote required by law, these Articles of Incorporation or otherwise, any amendment, alteration, change or repeal of any provision of Sections 701, 702 or 703 of this Article 7, or the adoption of any provision of the Articles of Incorporation or Bylaws inconsistent therewith, shall require the affirmative vote of the holders of at least eighty percent (80%) of the shares eligible to vote thereon, voting as a single class.

Section 704.           Adoption of Bylaws. Except as otherwise provided in the express terms of any series of the Preferred Stock or any series of the Series Preference Stock:

1.             The shareholders shall have the power to adopt, amend or repeal the Bylaws of the Corporation only subject to the procedures and restrictions applicable to amendments of these Articles of Incorporation, including any provision of law requiring as a condition to adoption by the Corporation that the corporate action be approved also by the Board of Directors of the Corporation, and treating a direction by the Board that the matter should be submitted to the shareholders, or the sufferance by the Board that the matter be so submitted, as insufficient to satisfy the requirement of independent approval by the Board of Directors.

2.             The Board of Directors of the Corporation shall have the full authority conferred by law upon the shareholders of the Corporation to adopt, amend or repeal the Bylaws of the Corporation, including in circumstances otherwise reserved by statute exclusively to the shareholders, to the maximum extent permitted by law. Any Bylaw adopted by the Board of Directors under this paragraph shall be consistent with these Articles of Incorporation.”

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Microfilm Number	Filed with the Department of State on DEC 29, 19[Illegible]
Entity Number 692619	[Illegible]
	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 80)

In compliance with the requirements of 15 Pa. C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.	The name of the corporation is: Berger Holdings, Ltd.
2.	The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is the Department is hereby authorized to correct the following information to conform to the records of the Department):
	(a)	805 Pennsylvania Boulevard	Feasterville		PA	19053		Bucks
		Number and Street	City		State	Zip		County
	(b) c/o:
		Name of Commercial Registered Office Provider						County
	For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.
3.	The statue by or under which it was incorporated is: Pennsylvania Business Corporation Law of 1933
4.	The date of its incorporation is: August 28, 1979
5.	(Check, and if appropriate complete, one of the following):
	x	The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
	o	The amendment shall be effective on:                                                at
				Date			Hour
6.	(Check one of the following):
	o	The amendment was adopted by the shareholders (or members) pursuant to 15 Pa. C.S. § 1914(a) and (b).
	x	The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914 (c).
7.	(Check, and if appropriate complete, one of the following):
	o	The amendment adopted by the corporation, set forth in full, is as follows:

[Illegible]

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8.	(Check if the amendment restates the Article):
	o	The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 29th day of December, 1997.

BERGER HOLDINGS, LTD.
(Name of Corporation)
BY:	/s/ Joseph F. Weiderman
	Joseph F. Weiderman
TITLE:	President

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EXHIBIT “A”

Articles of Amendment —
Domestic Business Corporation

OF

BERGER HOLDINGS, LTD

RESOLVED, that pursuant to the powers expressly delegated to the Board of Directors by Article 6 of the Articles of Incorporation of the Corporation, as amended, the Corporation hereby establishes and designates one series of preferred stock and fixes and determines as set forth herein the relative rights and preferences thereof as follows:

Section 1.Designation. There shall be established a series of preferred stock, which shall consist of 40,000 shares of the authorized preferred stock and shall be designated Series A Convertible Preferred Stock (herein referred to as the “Preferred Stock”).

Section 2.Dividends.

(a)The holders of Preferred Stock shall be entitled to receive dividends (the “Preferred Dividend”) payable in cash at the rate of $10.00 per share per annum or such rate as modified under Section 2(b) herein (the “Dividend Rate”) on a cumulative basis from the actual date of original issue of each share of Preferred Stock (the “Original Issue Date”), whether or not declared, out of funds legally available therefor, payable quarterly in arrears on the first day of each February, May, August, and November in each year (each a “Dividend Payment Date”). Payments shall commence on the first such date to occur after the Original Issue Date. Each such Preferred Dividend shall be payable to the holders of record of the Preferred Stock at the close of business on the preceding December 31, March 31, June 30, and September 30, respectively. Each dividend shall be declared by the Board of Directors no more than fifteen (15) days prior to its respective record date. Payments shall equal $2.50 per share on each Dividend Payment Date or such lesser amount as shall result from any proration in respect of any partial quarterly period. The amount of Preferred Dividends payable upon the occurrence of any event described in Sections 3, 5 or 7 hereof shall be computed by multiplying the applicable Dividend Rate by a fraction, the numerator of which shall be the number of days since the preceding Dividend Payment Date to the date of payment of such partial Preferred Dividend and the denominator of which shall be 360.

(b)Beginning on the fifth anniversary of the Original Issue Date, the Dividend Rate shall be adjusted by increasing the Dividend Rate to $20.00 per share per annum, with the quarterly Preferred Dividend being increased to $5.00 per share.

(c)So long as any of the shares of Preferred Stock are outstanding, no dividends (other than dividends or distributions paid in shares of or options, warrants or rights to subscribe for or purchase shares of Common Stock) shall be declared or paid or set apart for payment by the Corporation or other distribution of cash or other property declared or made directly or indirectly by the Corporation or any affiliate or any person acting on behalf of the Corporation or any of its affiliates with respect to any shares of Common Stock or other capital stock over which the Preferred Stock has preference or priority in the payments of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation (“Junior Stock”), nor shall any shares of Junior Stock be redeemed, purchased or otherwise acquired (other than a (i) purchase or other acquisition of Common Stock made for purposes of any employee incentive or benefit plan of the Corporation or any subsidiary or (ii) the purchase of up to 125,000 shares of Common Stock (as adjusted for stock splits or stock dividends) pursuant to the “Put Option” contained in the Asset Purchase Agreement dated as of

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December 3, 1997, by and among the Corporation and the parties thereto) for any consideration (or any moneys be paid to or made available for a sinking-fund for the redemption of any shares of any such stock) directly or indirectly by the Corporation or any affiliate or any person acting on behalf of the Corporation or any of its affiliates (except by conversion into or exchange for Junior Stock), nor shall any other cash or other property otherwise be paid or distributed to or for the benefit of any holder of shares of Junior Stock in respect thereof, directly or indirectly, by the Corporation or any affiliate or any person acting on behalf of the Corporation or any of its affiliates unless in each case (x) the full Preferred Dividends (including all accumulated, accrued and unpaid dividends) on all outstanding shares of Preferred Stock shall have been paid or such dividends have been declared and set apart for payment for the current dividend periods with respect to the Preferred Stock and (y) sufficient funds shall have been paid or set apart for the payment of the full Preferred Dividend for the current dividend period with respect to the Preferred Stock.

(d)If and whenever a quarterly Preferred Dividend is not paid on a Dividend Payment Date (whether or not declared), then the amount of such Preferred Dividend remaining in arrears and unpaid from time to time shall bear interest from such Dividend Payment Date until the date it is paid in full at an annual rate equal to ten percent (10%). Interest payable in respect of Preferred Dividends which are in arrears shall be computed on the basis of twelve (12) 30 - day months and a 360-day year. No payment shall be applied to the Preferred Dividend due on a Dividend Payment Date unless and until all arrears, including interest thereon, with respect to accumulated, accrued but unpaid Preferred Dividends shall have been paid.

Section 3.Liquidation, Dissolution, or Winding Up.

(a)In the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the holders of the Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation capital stock of all classes and before any sums shall be paid or any assets distributed among the holders of shares of any other class or series of capital stock of the Corporation, including Common Stock, an amount per share equal to One Hundred Dollars ($100.00) plus an amount equal to all the accrued but unpaid Preferred Dividends (whether or not declared), and the amount equal to all interest, if any, on any Preferred Dividends in arrears, in each case to the date of final distribution to such holders (the “Preference Amount”). Until the holders of the Preferred Stock have been paid the Preference Amount in full, no payment will be made to any holder of Junior Stock upon the liquidation, dissolution or winding up of the Corporation. If the assets of the Corporation shall be insufficient to permit the payment in full to the holders of the Preferred Stock of the Preference Amounts, then the entire assets of the Corporation available for such distribution shall be distributed ratably among the holders of the Preferred Stock in proportion to the Preference Amount each such holder is otherwise entitled to receive. After payment of the Preference Amount shall have been made in full to the holders of the Preferred Stock or funds necessary for such payment shall have been set aside by the Corporation in trust for the account of holders of the Preferred Stock so as to be available for such payment, holders of the Preferred Stock shall not be entitled to participate in the distribution of any remaining assets of the Corporation.

(b)Any consolidation, merger or a statutory share exchange (other than a (i) merger with a wholly-owned subsidiary of the Corporation, (ii) or a mere reincorporation transaction, or (iii) a merger pursuant to which the Corporation is the surviving entity and the capitalization of the Corporation remains unchanged) in which the outstanding shares of capital stock of the Corporation are exchanged for securities or other consideration of or from another corporation, or a sale of all or substantially all the assets or stock of the Corporation, shall be deemed to be a liquidation, dissolution,

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or winding up of the affairs of the Corporation within the meaning of this Section 3, and shall entitle the holders of the Preferred Stock to receive on the effective date of such event the Preference Amount, in cash, securities or other property; provided, however, that any such event shall not be so regarded as a liquidation, dissolution, or winding up of the affairs of the Corporation with respect to the Preferred Stock if the holders of seventy-five percent (75%) of the outstanding shares of the Preferred Stock approve such event or elect not to have any such event deemed to be a liquidation, dissolution, or winding up of the affairs of the Corporation by giving written notice thereof to the Corporation at least ten (10) days prior to the effective date of such event.

(c)Whenever the distribution provided for in this Section 3 shall be paid in property other than cash, the value of such distribution shall be the fair value thereof determined in good faith by the Board of Directors of the Corporation.

Section 4.Voting Rights.

(a)Except as otherwise required by law, or as specifically provided herein, the holders of Preferred Stock shall have full voting rights and powers, and the holders of shares of Preferred Stock and Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation; provided, however, that solely with respect to the right to elect and remove directors, the holders of Preferred Stock shall not be entitled to vote pursuant to this Section 4(a), but the provisions of Section 4(b) and (c) shall govern the rights of the holders of Preferred Stock with respect to the election or removal of directions. In any vote pursuant to the preceding sentence, each holder of Preferred Stock shall be entitled to that number of votes equal to the number of shares of Common Stock which would be issuable upon conversion of such shares of Preferred Stock, as provided in Section 5(a) hereof (the “As Converted Number of Shares”) of such holder (with fractional shares rounded up or down to the nearest whole number) at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. The holders of the Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation.

(b)The holders of the Preferred Stock, voting separately as one class, shall have the exclusive and special right at all times to elect two (2) directors (the “Preferred Directors”) to the Board of Directors of the Corporation provided, however, that so long as any shares of Preferred Stock are outstanding, the Board of Directors shall not consist of more than nine (9) members. The Preferred Directors shall be elected by the vote of the holders of seventy-five percent (75%), and removed by the vote of the holders of seventy-five percent (75%), of the shares of Preferred Stock then outstanding. The right of holders of the Preferred Stock contained in this Section 4(b) may be exercised either at a special meeting of the holders of Preferred Stock or at any annual or special meeting of the stockholders of the Corporation, or by written consent of such holders in lieu of a meeting. Upon the written request of the holders of record of at least a majority of the Preferred Stock then outstanding, the Secretary of the Corporation shall call a special meeting of the holders of Preferred Stock for the purpose of (i) removing any Preferred Director elected pursuant to this Section 4(b) and/or (ii) electing director(s) to fill a vacancy of the directorship authorized to be filled by the holders of Preferred Stock pursuant to this Section 4(b). Such meeting shall be held at the earliest practicable date.

At any meeting held for the purpose of electing or removing a Preferred Director, the presence, in person or by proxy, of the holders of record of seventy-five percent (75%) of the Preferred Stock then outstanding shall be required to constitute a quorum of the Preferred Stock for such election.

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A vacancy in the directorship to be elected by the holders of Preferred Stock pursuant to this Section 4(b) may be filled only by vote or written consent in lieu of a meeting of the holders of seventy-five percent (75%) of the shares of Preferred Stock then outstanding and may not be filled by the remaining directors.

(c)If and whenever four (4) quarterly dividends (whether or not consecutive) payable on the Preferred Stock shall be in arrears (which shall, with respect to any such quarterly dividend, mean that any such dividend has not been paid in full), whether or not earned or declared, the number of directors then constituting the Board of Directors shall be increased to a number which allows for holders of the Preferred Stock to elect a majority of the entire Board of Directors at a special meeting of stockholders called as hereinafter provided. Whenever all arrears in dividends on the Preferred Stock (together with interest on dividends in arrears pursuant to Section 2(d) above) shall have been paid and dividends thereon for the current quarterly dividend period shall have been paid or declared and set apart for payment, then the right of the holders of the Preferred Stock to elect such additional directors shall cease (but subject always to the same provision of the vesting of such special voting rights in the case of any similar future arrearages in four (4) quarterly dividends), and the terms of office of all persons elected as additional directors by the holders of the Preferred Stock pursuant to this Section 4(c) shall forthwith terminate and the number of the Board of Directors shall be reduced accordingly. At any time after such additional voting power shall have been so vested in the holders of the Preferred Stock, the Secretary of the Corporation may, and upon the written request of any holder of Preferred stock (addressed to the Secretary at the principal office of the Corporation) shall, call a special meeting of the holders of the Preferred Stock for the election of the additional directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Corporation for a special meeting of the stockholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the Secretary within twenty (20) days after receipt of any such request, then any holder of Preferred Stock may call such meeting, upon the notice above provided, and for that purpose shall have access to the stock books of the Corporation. The additional Preferred Directors elected at any special meeting shall hold office until the next annual meeting of the stockholders or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. If any vacancy shall occur among the additional Preferred Directors, a successor shall be elected by the Board of Directors, upon the nomination of the then remaining Preferred Directors or the successor of such remaining directors, to serve until the next annual meeting of the stockholders or special meeting held in place thereof if such office shall not have previously terminated as above provided.

Section 5.Conversion Rights. The holders of the Preferred Stock shall have the following conversion rights:

(a)Right to Convert. Each share of Preferred Stock shall be convertible at any time, and from time to time, at the option of the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing One Hundred Dollar ($100.00) (the “Numerator”) by the Conversion Price (as defined below) in effect at the time of conversion. The conversion price at which shares of Common Stock shall be deliverable upon conversion of Preferred Stock without the payment of additional consideration by the holder thereof (the “Conversion Price”) initially shall be Four and 25/100 Dollars ($4.25). Such initial Conversion Price, and the rate at which shares of Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. The conversion rights of the holders of Preferred Stock shall terminate (i) in the event of a liquidation of the Corporation, at the close of business on the first full day preceding the date fixed for the payment of any amounts distributable on liquidation to the holders of

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Preferred Stock; and (ii) in the event shares of Preferred Stock are called for redemption pursuant to Section 7 hereof, at the close of business on the Redemption Date (as defined in Section 7(a) below), unless the Corporation shall default in making payment in full of the Redemption Price.

(b)Adjustment to Conversion Price Upon Occurrence of Extraordinary Common Stock Event. Upon the happening of an Extraordinary Common Stock Event (as hereinafter defined), the Conversion Price for the Preferred Stock, simultaneously with the happening of such Extraordinary Common Stock Event, shall be adjusted by multiplying the then-effective Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such Extraordinary Common Stock Event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such Extraordinary Common Stock Event, and the product so obtained thereafter shall be the Conversion Price for the Preferred Stock. The Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive Extraordinary Common Stock Event(s). “Extraordinary Common Stock Event” shall mean (i) the issuance of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a stock split or subdivision of outstanding shares of Common Stock into a greater number of shares of Common Stock, or (iii) a reverse stock split or combination of outstanding shares of Common Stock into a smaller number of shares of Common Stock.

(c)Recapitalization or Reclassification. If the Common Stock issuable upon the conversion of the Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock of the Corporation, whether by recapitalization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for in Section 5(b) hereof, or a reorganization, merger, share exchange, consolidation, or sale of assets provided for in Section 5(d) hereof), then and in each such event the holder of each share of Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such recapitalization, reclassification, or other change by holders of the number of shares of Common Stock into which such share of Preferred Stock might have been converted immediately prior to such recapitalization, reclassification, or change, all subject to further adjustment as provided herein.

(d)Capital Reorganization, Merger, Share Exchange, Consolidation, or Sale of Assets. If at any time or from time to time there shall be a capital reorganisation of the Common Stock, including a merger, share exchange, consolidation, or sale of all or substantially all of assets of the Corporation (other than a subdivision or combination of shares or stock dividend provided for in Section 5(b) hereof or a recapitalization or reclassification provided for in Section 5(c) hereof), then, as a part of such reorganization, provision shall be made so that the holders of the Preferred Stock thereafter shall be entitled to receive, upon conversion of each share of the Preferred Stock, the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock into which such shares of Preferred Stock might have been converted immediately prior to such capital reorganization would have been entitled to receive. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of the Preferred Stock after the reorganization to the end that the provisions of this Section 5 (including adjustment of the Conversion Price then in effect and the number of shares acquired upon conversion of the Preferred Stock) shall be applicable after that event in as nearly equivalent a manner as may be practicable. Notwithstanding the foregoing, in the case of a consolidation, merger, share exchange, or sale of all or substantially all the assets of the Corporation, the provisions of Section 3(b) shall apply to the Preferred Stock, and this Section 5(d) shall not apply, unless, as provided in Section 3(b) the holders of seventy five percent (75%) of the outstanding shares of Preferred Stock elect that

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such event shall not be deemed to be a liquidation, dissolution, or winding up of the affairs of the Corporation.

(e)Certain Dilutive Issues.

(i)Special Definitions. For purposes of this Section 5(e), the following definitions apply:

(1)“Options” shall mean rights, options, or warrants to subscribe for, purchase or otherwise acquire either Common Stock or Convertible Securities (as defined below), except for (A) currently exercisable options and warrants to purchase an aggregate of 1,539,248 shares of Common Stock outstanding on the Original Issue Date (the “Outstanding Options”); (B) options to purchase an aggregate of 1,270,000 shares of Common Stock granted or provided for but not exercisable as of the Original Issue Date (the “Agreed Options”). (C) rights or options to acquire up to an aggregate of 250,000 shares of Common Stock which may be granted to employees, directors or consultants to the Corporation at an exercise price of no less than the Fair Market Value (as defined in Section 5(h) below) on the date of grant (the “Future Options”) and (D) warrants to purchase an aggregate of 350,000 shares of Common Stock granted and reserved for issuance on the Original Issue Date (the “Current Warrants”).

(2)“Convertible Securities” shall mean any evidences of indebtedness, shares of stock (other than Common Stock and Preferred Stock) or other securities convertible into or exchangeable for Common Stock.

(3)“Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or deemed to be issued pursuant to Section 5(e)(iii)) by the Corporation after the Original Issue Date, other than shares of Common Stock issued or issuable upon (i) upon conversion of shares of Preferred Stock or as a dividend or distribution on Preferred Stock, (ii) upon the exercise of the Outstanding Options; (iii) upon the exercise of the Agreed Options, (iv) upon the exercise of any Future Options, or (v) upon the exercise of the Current Warrants.

(ii)No Adjustment of Conversion Price. Any provision herein to the contrary notwithstanding, no adjustment in the number of shares of Common Stock into which shares of Preferred Stock is convertible shall be made, by adjustment in the Conversion Price, unless the consideration per share (determined pursuant to Section 5(e)(v) hereof) for an Additional Share of Common Stock issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to, the issue of such Additional Shares of Common Stock.

(iii)Issue of Options and Convertible Securities. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities then entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been

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fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 5(e)(v) hereof) of such Additional Shares of Common Stock would be less than the Conversion Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided that in any such case in which Additional Shares of Common Stock are deemed to be issued:

(1)no further adjustments in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(2)if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Corporation, or decrease or increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities, provided, however, that no such adjustment of the Conversion Price shall affect Common Stock previously issued upon conversion of shares of Preferred Stock;

(3)upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities that shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:

(a)in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common Stock issued were the shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Corporation upon such exercise, or for the issue of all such Convertible Securities that were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange, and

(b)in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Corporation (determined pursuant to Section 5(e)(v)) upon the issue of the Convertible Securities with respect to which such Options were actually exercised;

(4)no readjustment pursuant to Section 5(e)(iii)(2) or (3) above shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (a) the Conversion Price prior to the initial adjustment to which the readjustment applies, or (b)

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the Conversion Price that would have resulted from any issuance of Additional Shares of Common Stock between the date of the initial adjustment date and such readjustment date; and

(5)in the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price then in effect shall forthwith be readjusted to such Conversion Price as would have been obtained had the adjustment which was initially made upon the issuance of such unexercised Option or unconverted Convertible Security, been made upon the basis of such subsequent change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such Option or Convertible Security.

(iv)Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation at any time after the Original Issue Date shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 5(e)(iii)), without consideration or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying the then current Conversion Price by a fraction the numerator of which shall be the sum of

(A)the number of shares of Common Stock outstanding immediately prior to such issue, plus

(B)the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at the Conversion Price in effect immediately prior to such issuance

and the denominator of which shall be the sum of

(x)the number of shares of Common Stock outstanding immediately prior to such issue, plus

(y)the number of such Additional Shares of Common Stock so issued.

For the purpose of the above calculation, the number of shares of Common Stock outstanding shall be calculated on a fully diluted basis, as if all shares of Preferred Stock and all other Convertible Securities had been fully converted into shares of Common Stock immediately prior to such issuance, and any outstanding warrants, options or other rights for the purchase of shares of stock or Convertible Securities had been fully exercised immediately prior to such issuance, and the resulting securities fully converted into shares of Common Stock, if so convertible as of such date. This calculation shall not include, however, any Additional Shares of Common Stock issuable with respect to shares of Preferred Stock, Convertible Securities or outstanding options, warrants or other rights for the purchase of shares or Convertible Securities, solely as a result of adjustment of the Conversion Price resulting from the issuance of Additional Shares of Common Stock causing such adjustment.

The provisions of this Section 5(e)(iv) do not apply if the provisions of any of Section 5(b), (c) or (d) apply.

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(v)Determination of Consideration. The consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(1)Cash Property, and Other Consideration. Suchconsideration shall:

(a)insofar as it consists of cash, be computed as the aggregate amount of cash received by the Corporation excluding amounts paid or payable for accrued interest or accrued dividends;

(b)insofar as it consists of property, services, or other consideration other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board of Directors; and

(c)in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of the consideration so received, computed as provided in clauses (a) and (b) above, as is determined in good faith by the Board of Directors.

(2)Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Options and Convertible Securities, shall be deemed to be the sum of the consideration paid for such Option or Convertible Security, if any, plus the lowest consideration per share then payable upon the exercise of Options, as set forth in the instruments relating to such Options or Convertible Securities, without regard to any provision contained therein designed to protect against dilution. If Options or Convertible Securities are issued together with other securities or instruments of the Corporation, the Board of Directors shall determine in good faith the amount of consideration paid for such Option or Convertible Securities.

(f)Certificate as to Adjustments. In each case of an adjustment or readjustment of the Conversion Price of the Preferred Stock, the Corporation will furnish each holder of the Preferred Stock with a certificate prepared by the Chief Financial Officer of the Corporation showing such adjustment or readjustment and stating in detail the facts upon which such adjustment or readjustment is based.

(g)Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Preferred Stock shall surrender the certificate(s) representing the shares being converted to the Corporation at its principal office, accompanied by written notice to the Corporation at that office that such stockholder elects to convert such shares (a “Conversion Notice”). The Conversion Notice also shall state the name(s) and address(es) in which the certificate(s) for shares of Common Stock issuable upon such conversion shall be issued. The certificate(s) for shares of Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Corporation or in blank. The date when the Conversion Notice is received by the Corporation together with the certificate(s) representing the shares of Preferred Stock being converted shall be the “Conversion Date.” As promptly as practicable after the Conversion Date, the Corporation shall issue and deliver to the holder of the shares of Preferred Stock being converted, or on its written order, such certificate(s) as it may request of the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock in accordance with the provisions of this Section 5 and cash, as provided in

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Section 5(h), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as a holder of the converted shares of Preferred Stock shall cease and the person(s) in whose name(s) any certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder(s) of record of the shares of Common Stock represented thereby.

(h)Cash in Lieu of Fractional Shares. No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon the conversion of shares of Preferred Stock. Instead of any fractional shares of Common Stock that otherwise would be issuable upon conversion of a series of Preferred Stock, the Corporation shall pay to the holder of the shares of Preferred Stock that were converted a cash adjustment in respect of such fractional shares in an amount equal to the same fraction of the Fair Market Value price per share of the Common Stock at the close of business on the Conversion Date. “Fair Market Value” shall mean (i) in the case of a security listed or admitted to trading on any securities exchange, the last reported sale price, regular way (as determined in accordance with the practices of such exchange), on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day (and in the case of a security traded on more than one national securities exchange, at such price or such average, upon the exchange on which the volume of trading during the last calendar year was the greatest), (ii) in the case of a security not then listed or admitted to trading on any securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation service designated by the Corporation, (iii) in the case of a security not then listed or admitted to trading on any securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or the Wall Street Journal, or if there are no bids and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported, and (iv) in the case of a security determined by the Corporation’s Board of Directors as not having an active quoted market or in the case of other property, such fair market value as shall be determined by the Board of Directors. The determination as to whether any fractional shares are issuable shall be based upon the total number of shares of Preferred Stock being converted at any one time by any holder thereof, not upon each share of Preferred Stock being converted.

(i)Reservation of Common Stock. The Corporation at all times shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, such number of its shares of Common Stock as from time to time shall be sufficient to effect the conversion of all outstanding shares of the Preferred Stock.

Section 6.Restrictions and Limitations: Voting as a Class. So long as any shares of Preferred Stock remain outstanding, in addition to any other vote or consent of stockholders required by law or the Articles of Incorporation, the Corporation will not take any of the following actions without the affirmative vote or consent (with each share of Preferred Stock being entitled to one vote) of the holders of at least seventy-five percent (75%) of the outstanding shares of the Preferred Stock, given in writing or by resolution adopted at a meeting called for such purpose:

(a)amend the Articles of Incorporation or Bylaws of the Corporation if such amendment would:

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(i)reduce the Dividend Rate on the Preferred Stock provided for herein, make such dividends noncumulative, defer the date from which dividends will accrue, cancel accrued and unpaid dividends, or change the relative seniority rights of the holders of the Preferred Stock as to the payment of dividends in relation to the holders of any other capital stock of the Corporation;

(ii)reduce the amount payable to the holders of the Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or change the relative seniority of the liquidation preferences of the holders of the Preferred Stock;

(iii)reduce the Redemption Price specified in Section 7 hereof with respect to the Preferred Stock;

(iv)cancel or modify the conversion rights of the Preferred Stock provided for in Section 5 hereof; or

(v)adversely affect any of the rights, preferences or privileges provided for herein for the benefit of any shares of Preferred Stock; provided that no issuance of equity securities which shall have been approved under Section 6(d) hereof (or which does not require approval under such Section 6(d)) shall be deemed to have such an adverse effect.

(b)redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock otherwise than by redemption of Preferred Stock in accordance with Section 7 hereof or by conversion in accordance with Section 5 hereof;

(c)redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Junior Stock, except for (i) a purchase or other acquisition of Common Stock made for purposes of any employee incentive or benefit plan of the Corporation or any subsidiary, or (ii) the purchase of up to 125,000 shares of Common Stock (as adjusted for stock splits or stock dividends) pursuant to the “Put Option” contained in the Asset Purchase Agreement dated as of December 3, 1997, by and among the Corporation and the parties thereto.

(d)authorize or issue, or obligate itself to issue, any other equity security (i) senior to or on a parity with the Preferred Stock as to dividend rights or redemption rights or liquidation preferences or (ii) which entitles the holders thereof to voting rights equal to at least twenty percent (20%) of the outstanding voting power of all capital stock of the Corporation or to elect directors which constitute twenty percent (20%) or more of the Board of Directors;

(e)effect any sale, lease, assignment, transfer, or other conveyance of all or substantially all of the assets of the Corporation or any of its subsidiaries, or any consolidation or merger involving the Corporation or any of its subsidiaries, except (i) merger with wholly-owned subsidiary of the Corporation, (ii) a mere reincorporation transaction, or (iii) a merger pursuant to which the Corporation is the surviving entity and the capitalization of the Corporation remains unchanged, or (iv) upon an election by the holders of Preferred Stock pursuant to Section 3(b) hereof;

(f)increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock (which shall not prohibit the increase or decrease by the Corporation of the total number of authorized shares of preferred stock); or

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(g)effect any change in the rights or limitations of the Common Stock, or any recapitalization of the Corporation.

Section 7.Redemption.

(a)Redemption at the Option of the Corporation. Shares of Preferred Stock shall not be redeemable by the Corporation at any time prior to the second anniversary of the Original Issue Date. On and after the second (2nd) anniversary of the Original Issue Date, at the option of the Corporation, the Corporation may fix a date (the “Redemption Date”) on which it shall redeem all (but not less than all) of the then outstanding shares of Preferred Stock by paying in cash, out of funds legally available therefor, to the holders thereof and in respect of each such share of Preferred Stock, the Redemption Price (as defined below), (i) at any time prior to the fifth anniversary of the Original Issue Date but only in the event that the average bid price of the Common Stock of the Corporation exceeds Nine Dollars ($9.00) per share (without giving effect to any stock splits, stock dividends or recapitalizations after the Original Issue Date), with respect to each of the twenty (20) consecutive Trading Days (as defined below) immediately preceding the date of the Redemption Notice (as defined in Section 7(b) below), or (ii) at any time after the fifth anniversary of the Original Issue Date. A holder of Preferred Stock may elect, by written notice delivered to the Corporation not less than ten (10) days prior to the Redemption Date, to waive its right to have redeemed all (but not less than all) of the shares of Preferred Stock held by such holder which are eligible to be redeemed on such Redemption Date, provided that on such Redemption Date each such share of Preferred Stock which is not redeemed shall be converted automatically into shares of Common Stock at the Conversion Price then in effect on such Redemption Date. The term “Trading Day” shall mean any day other than Saturday or Sunday on which national securities exchanges are open for trading and trades in Corporation Common Stock occur. The term “Redemption Price” shall mean an amount per share equal to (A) for any redemption pursuant to clause (i) above, the Preference Amount (determined as provided in Section 3(a) hereof); and (B) for any redemption pursuant to clause (ii) above, One Hundred Five Dollars ($105.00) plus an amount equal to all the accrued but unpaid Preferred Dividends (whether or not declared), and the amount equal to all interest, if any, on any Preferred Dividends in arrears, in each case to the Redemption Date.

(b)Procedures for Redemption of Preferred Stock. At least thirty (30) days but not more than forty-five (45) days prior to the Redemption Date the Corporation shall mail a written notice, first class postage prepaid, to each holder of record at the close of business on the business day preceding the day on which notice is given, of the Preferred Stock to be redeemed, at the address last shown on the records of the Corporation for such holder, notifying such holder of the redemption to be effected, specifying (i) that all shares of Preferred Stock shall be redeemed from such holder, (ii) the Redemption Date, (iii) the Redemption Price, (iv) the place at which payment may be obtained, (v) advising such holder of its right to elect to waive its right to have all (but not less than all) such shares redeemed and that, if such election is made, such shares of Preferred Stock which are not redeemed shall be converted automatically into shares of Common Stock at the Conversion Price then in effect (setting forth such Conversion Price), and (vi) calling upon such holder to surrender to the Corporation, in the manner and at the place designated, its certificate or certificates representing the shares to be redeemed (the “Redemption Notice”). On or after the Redemption Date, each holder of Preferred Stock to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. From and after each Redemption Date, unless there shall have been a default in payment of the Redemption Price, any

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shares of Preferred Stock redeemed on such Redemption Date shall not be entitled to any further rights as Preferred Stock and shall not be deemed outstanding for any purpose. If the funds of the Corporation legally available for redemption of shares of Preferred Stock on any Redemption Date are insufficient to redeem the total number of shares of Preferred Stock to be redeemed on such date, those funds which are legally available will be used to redeem the maximum possible number of such shares ratably among the holders of such shares to be redeemed based upon the number of shares of Preferred Stock held by each such holder. The shares of Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Preferred Stock such funds will be used immediately to redeem the balance of the shares which the Corporation has become obliged to redeem on any Redemption Date, but which it has not redeemed, it being understood that any such redemption shall not constitute a waiver by a holder of Preferred Stock of any rights derived from the failure to redeem on the Redemption Date.

Section 8.No Reissuance of Convertible Preferred Stock; Status of Stock. No share of Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion, or otherwise shall be reissued, and all such shares shall be restored to the status of authorized but unissued shares of preferred stock, without designation as to rights, limitations or preferences.

Section 9.No Dilution or Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, share exchange, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Preferred Stock set forth herein, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Preferred Stock against dilution or other impairment.

Section 10.Notice of Record Date. In the event of any:

(a)taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or

(b)capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, any merger, consolidation, or share exchange of the Corporation, or any transfer of all or substantially all the assets of the Corporation to any other corporation, or any other entity or person; or

(c)voluntary or involuntary dissolution, liquidation, or winding up the Corporation;

then and in each such event the Corporation shall mail or cause to be mailed to each holder of Preferred Stock a notice specifying (i) the record date for such dividend, distribution, or right and a description of such dividend, distribution, or right, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, share exchange, dissolution, liquidation, or winding up is expected to become effective, and (iii) the time, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, share exchange,

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dissolution, liquidation, or winding up. Such notice shall be mailed at least ten (10) days prior to the date specified in such notice on which such action is to be taken.

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Microfilm Number	Filed with the Department of State on Sep 03 1998
Entity Number 692619	/s/ [Illegible]
	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.The name of the corporation is: BERGER HOLDINGS, LTD.

2.The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorised to correct the following information to conform to the records of the Department):

(a)	805 Pennsylvania Boulevard	Feasterville	PA	19053	Bucks
	Number and Street	City	State	Zip	County

(b)	c/o:
	Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3.The statute by or under which it was incorporated is: The Pennsylvania Business Corporation Law of 1933

4.The date of Its incorporation is: August 28, 1979

5.(Check, and if appropriate complete, one of the following):

x The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

o	The amendment shall be effective on:		at
		Date	Hour

6.(Check one of the following):

o The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. 1914(a) and (b).

x The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7.(Check, and If appropriate complete, one of the following):

o The amendment adopted by the corporation, set forth in full, is as follows:

x The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

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8.(Check if the amendment restates the Articles):

o The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 25th day of August, 1998.

	BERGER HOLDINGS, LTD.
	(Name of Corporation)
By:	/s/ Joseph F. Weiderman
	Joseph F. Weiderman
	TITLE:	President

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EXHIBIT “A”

ARTICLES OF AMENDMENT -

DOMESTIC BUSINESS CORPORATION

OF

BERGER HOLDINGS, LTD.

RESOLVED, that pursuant to the powers expressly delegated to the Board of Directors by Article 6 of the Articles of Incorporation of the Corporation, as amended, the Corporation hereby establishes and designates one series of preferred stock and fixes and determines as set forth herein the relative rights and preferences thereof as follows:

Section 1.       Designation and Amount. The shares of such series shall be designated as “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be 2,000.

Section 2.       Dividends and Distributions.

(A)          The holders of shares of Series B Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.001 or (b) subject to the provision for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Junior Participating Preferred Stock. In the event the Corporation shall at any time after September 17, 1998 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)           The Corporation shall declare a dividend or distribution on the Series B Junior Participating Preferred Stock as provided in Paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have

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been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.001 per share on the Series B Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C)           Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than thirty (30) days prior to the date fixed for the payment thereof.

Section 3.       Voting Rights. The holders of shares of Series B Junior Participating Preferred Stock shall have the following voting rights:

(A)          Subject to the provision for adjustment hereinafter set forth, each share of Series B Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes, if any, on all matters submitted to a vote of the holders of Common Stock equal to the product of 10,000 times the number of votes to which each share of Common Stock shall entitle the holder thereof. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)           Except as otherwise provided herein or by law, the holders of shares of Series B Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

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(C)           (i)            If at any time dividends on any Series B Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series B Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series B Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors.

(ii)           During any default period, such voting right of the holders of Series B Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series B Junior Participating Preferred Stock.

(iii)          Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman, President, a Vice-President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Paragraph (C)(ii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to such holder at such holder’s last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than twenty (20) days and not later than sixty (60) days after such order or request, or in default of the calling of such meeting within sixty (60) days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this Paragraph (C)(iii),

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no such special meeting shall be called during the period within sixty (60) days immediately preceding the date fixed for the next annual meeting of the stockholders.

(iv)          In any default period, the holders of Common Stock, and other classes of stock of the Corporation, if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in Paragraph (C)(ii) of this Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this Paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v)           Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Restated Articles of Incorporation or By-laws of the Corporation irrespective of any increase made pursuant to the provisions of Paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Articles of Incorporation or By-laws of the Corporation). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

(D)          Except as set forth herein, holders of Series B Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4.       Certain Restrictions.

(A)          Whenever quarterly dividends or other dividends or distributions payable on the Series B Junior Participating Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i)            declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Junior Participating Preferred Stock;

(ii)           declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution

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or winding up) with the Series B Junior Participating Preferred Stock, except dividends paid ratably on the Series B Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii)          redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Junior Participating Preferred Stock; or

(iv)          purchase or otherwise acquire for consideration any shares of Series B Junior Participating Preferred Stock, or any shares of stock ranking on a parity (cither as to dividends or upon liquidation, dissolution or winding up) with the Series B Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B)           The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5.       Reacquired Shares. Any shares of Series B Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6.       Liquidation, Dissolution or Winding Up.

(A)          Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution of winding up) to the Series B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series B Junior Participating Preferred Stock shall have received an amount equal to $120,000 per share of Series B Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series B Liquidation Preference”). Following the payment of the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of

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Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series B Liquidation Preference by (ii) 10,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Junior Participating Preferred Stock and Common Stock, respectively, holders of Series B Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(B)           to the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C)           In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7.       Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event an the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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Section 8.       No Redemption. The shares of Series B Junior Participating Preferred Stock shall not be redeemable.

Section 9.       Amendment. The Articles of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series B Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series B Junior Participating Preferred Stock, voting separately as a class.

Section 10.     Fractional Shares. Series B Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Junior Participating Preferred Stock.

IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 25 day of Aug.  , 1998.

BERGER HOLDINGS, LTD.
By:	/s/ Joseph F. Weiderman
	Name:	Joseph F. Weiderman
	Title:	President

Attest:

/s/ Francis E. Wellock

Francis E. Wellock, Jr.

Secretary

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PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU

Articles/Certificate of Merger

(15 Pa.C.S.)

Entity Number	x Domestic Business Corporation (§ 1926)
692619	o Domestic Nonprofit Corporation (§ 5926)
	o Limited Partnership (§ 8547)

Name				Document will be returned to the name and address you enter to the left Ü
Address	CT CORP - COUNTER
City		State	Zip Code

Fee:    $108 plus $28 additional for each Party in additional to two	Filed in the Department of State on NOV 2 [Illegible]
	/s/ [Illegible]
	Secretary of the Commonwealth

In compliance with the requirements of the applicable provisions (relating to articles of merger or consolidation), the undersigned, desiring to effect a merger, hereby state that:

1.	The name of the corporation surviving the merger is: Berger Holdings, Ltd.
2.	Check and complete one of the following:
x	The surviving corporation/limited partnership is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
	(a) Number and Street	City	State	Zip			County
	805 Pennsylvania Boulevard, Feasterville, PA 19047, Bucks
	(b) Name of Commercial Registered Office Provider					County
c/o
o	The surviving corporation/limited partnership is a qualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of                                     and the (a) address of its current registered office in this Commonwealth of (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
	(a) Number and street	City	State	Zip			County
	(b)       Name of Commercial Registered Office Provider				County
c/o
o	The surviving corporation/limited partnership is a nonqualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of                                and the address of its principal office under the laws of such domiciliary jurisdiction is:
	Number and street	City	State	Zip

98

3.

The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation which is a party to the plan of merger are as follows:

Name

Registered Office Address

Commercial Registered Office Provider

County

Amerimax Pennsylvania, Inc.

CT Corporation System

Philadelphia

4.

Check, and if appropriate complete, one of the following:

x

The plan of merger shall be effective upon filing these Articles/Certificate of Merger in the Department of State.

o

The plan of merger shall be effective on:

at

.

Date

Hour

5.

The manner in which the plan of merger was adopted by each domestic corporation is as follows:

Name

Manner of Adoption

Berger Holdings, Ltd.

Adopted by action of the Board of Directors of the corporation pursuant to 15 Pa. C. S. § 1924 (b) (3)

Amerimax Pennsylvania, Inc.

Adopted by action of the Board of Directors of the corporation pursuant to 15 Pa. C. S. § 1924 (b) (3)

6.

Strike out this paragraph if no foreign corporation/limited partnership is a party to the merger. [Illegible]

7.

Check, and if appropriated complete, one of the following:

o

The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.

x

Pursuant to 15 Pa.C.S. § 1901/§ 8547(b) (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative provisions of the Articles of Incorporation of the surviving corporation/limited partnership as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a party hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation/limited partnership, the address of which is.

805 Pennsylvania Blvd.,  Feasterville,   PA 19047,  Bucks

Number and street

City

State

Zip

County

99

IN TESTIMONY WHEREOF, the undersigned corporation/limited partnership has caused these Articles/Certificate of Merger to be signed by a duly authorized officer thereof this

25th day of November, 2003.

AMERIMAX PENNSYLVANIA, INC.

Name of Corporation [Illegible]

/s/ R. Scott Vansant

Signature

R. Scott Vansant

Vice President and Chief Financial Officer

Title

Name of Corporation/Limited Partnership

Signature

Title

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EX-3.22

Exhibit 3.22

BYLAWS

OF

BERGER HOLDINGS, LTD.

(A Pennsylvania Business Corporation)

ARTICLE I

SHAREHOLDERS

1.1Meetings.

1.1.1Place. Meetings of the shareholders shall be held at such place within or without the Commonwealth as may be designated by the Board of Directors.

1.1.2Annual Meeting. An annual meeting of the shareholders for the election of directors and for other business shall be held at such time in each year as may be designated by the Board of Directors.

1.1.3Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, president, or shareholders entitled to cast at least one-fifth of the votes that all shareholders are entitled to cast at the meeting.

1.1.4Notice. Written notice of the time and place of every meeting of shareholders and of the general nature of the business to be transacted at each special meeting of shareholders shall be given to each shareholder of record entitled to vote at the meeting at least (i) ten days prior to the day named for a meeting called to consider a fundamental change under Chapter 19 of the Pennsylvania Business Corporation Law of 1988, as amended (“BCL”), or (ii) five days before the day named for the meeting in any other case.

1.1.5Quorum. The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter shall constitute a quorum for the purpose of consideration and action on the matter.

1.1.6Voting Rights. Except as otherwise provided herein, in the articles of incorporation or by applicable law, every shareholder shall have the right at every shareholders’ meeting to one vote for every share standing in his name on the books of the corporation which is entitled to vote at such meeting. Every shareholder may vote either in person or by proxy.

ARTICLE II

DIRECTORS

2.1Number and Term. Subject to the provisions of applicable law, the Board of Directors shall have authority to determine the number of directors to constitute the Board of Directors. Each director elected to the Board of Directors shall hold office until the next annual meeting of the shareholders unless he sooner resigns or is removed or disqualified.

2.2Powers. All corporate powers shall be exercised by or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

2.3Meetings.

2.3.1Place. Meetings of the Board of Directors shall be held at such place as the Board of Directors may from time to time appoint or as may be designated in the notice of the meeting.

2.3.2Regular Meetings. Regular meetings of the Board of Directors shall be held at such times as the Board of Directors may designate. Notice of regular meetings need not be given.

2.3.3Special Meetings. Special meetings of the Board of Directors may be called at any time by the president and shall be called by him on the written request of at least one-third of the directors. Notice of the time and place of each special meeting shall be given to each director at least two days before the meeting.

2.3.4Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting and except as otherwise provided herein the acts of a majority of the directors present at any meeting at which a quorum is present shall be the acts of the Board of Directors.

2.4Vacancies. Vacancies in the Board of Directors may be filled by vote of a majority of the remaining members of the Board of Directors.

2.5Committees. The Board of Directors may by resolution adopted by a majority of the directors in office establish one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the Board of Directors. To the extent provided in such resolution, any such committee shall have and exercise the powers of the Board of Directors except as may be limited by the BCL. Unless otherwise determined by the Board of Directors, in the absence or disqualification of any member or alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.

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2.6Limitation on Liability. A director shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless (i) the director has breached or failed to perform the duties of his office under Sections 1711-18 of the BCL (relating to fiduciary duty) and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 2.6 shall not apply to (i) the responsibility or liability of a director pursuant to any criminal statute or (ii) the liability of a director for the payment of taxes pursuant to local, state or federal law. Any repeal or modification of this Section 2.6 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE III

OFFICERS

3.1Election. The Board of Directors shall elect a president, treasurer, secretary and such other officers or assistant officers as it deems advisable. Any number of offices may be held by the same person.

3.2Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by or under the direction of the Board of Directors. Except as otherwise provided by the Board of Directors (a) the president shall be the chief executive officer of the corporation, shall have general supervision over the business and operations of the corporation, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the Board of Directors and shareholders, (b) the other officers shall have the duties usually related to their offices and (c) the vice president (or vice presidents in the order determined by the Board of Directors) shall in the absence of the president have the authority and perform the duties of the president.

ARTICLE IV

INDEMNIFICATION

4.1Right to Indemnification. The corporation shall indemnify to the fullest extent permitted by applicable law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise or entity, whether or not for profit, whether domestic or foreign, including service with respect to an employee benefit plan, its participants or beneficiaries, against all liability, loss and expense (including attorneys’ fees and amounts paid in settlement) actually and reasonably

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incurred by such person in connection with such Proceeding, whether or not the indemnified liability arises or arose from any Proceeding by or in the right of the corporation.

4.2Advance of Expenses. Expenses incurred by a director or officer in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding, subject to the provisions of applicable law, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation under applicable law.

4.3Procedure for Determining Permissibility. To determine whether any indemnification or advance of expenses under this Article IV is permissible, the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such Proceeding may, and on request of any person seeking indemnification or advance of expenses shall, determine in each case whether the standards under applicable law have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, provided that, if there has been a change in control of the corporation between the time of the action or failure to act giving rise to the claim for indemnification or advance of expenses and the time such claim is made, at the option of the person seeking indemnification or advance of expenses, the permissibility of indemnification or advance of expenses shall be determined by independent legal counsel. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of any independent legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the corporation.

4.4Contractual Obligation. The obligations of the corporation to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the corporation and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

4.5Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, agreement, vote of shareholders or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, legal representatives and estate of any such person. The Board of Directors shall have the power to give other indemnification to the extent not prohibited by applicable law.

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ARTICLE V

SHARE CERTIFICATES AND TRANSFERS

5.1Share Certificates. Every shareholder of record shall be entitled to a share certificate representing the shares held by him. Every share certificate shall bear the corporate seal (which may be a facsimile) and the signature of the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation. Where a certificate is signed by a transfer agent or registrar the signature of any corporate officer may be a facsimile.

5.2Transfers. Transfers of share certificates and the shares represented thereby shall be made on the books of the corporation only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

6.1Except as restricted by applicable law, the authority to adopt, amend and repeal the bylaws of the corporation is expressly vested in the Board of Directors, subject to the power of the shareholders to change such action.

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EX-3.23

Exhibit 3.23

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 12/13/1994
944242589 – 2435041

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

GENTEK HOLDINGS, INC.
Formerly Known as NACLA Holdings, Inc.
(Pursuant to Sections 241 and 245 of the
Delaware General Corporation Law)

Gentek Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

THAT, the name of the Corporation is Gentek Holdings, Inc., and the date of filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was September 15, 1994; and

THAT, the Corporation filed Amended and Restated Certificates of Incorporation with the Secretary of State of the State of Delaware on October 25, 1994, and on November 7, 1994 (as so amended and restated, the “Certificate of Incorporation”): and

THAT, the directors of the Corporation duly adopted, in accordance with Sections 241 and 245 of the Delaware General Corporation Law, resolutions declaring advisable and adopting this amendment and restatement of the Certificate of Incorporation; and

THAT, the Corporation has not received any payment for any of its capital stock; and

THAT, the text of the Certificate of Incorporation is hereby restated and amended to read as herein set forth in full:

“ARTICLE I

Name

The name of the corporation is Gentek Holdings, Inc. (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

(1)  Number and Types of Shares. The total number of shares of all classes of stock that the corporation shall have authority to issue is 6,000,000 shares, consisting of the following: 2,000,000 shares of class A common stock, par value of $0.01 per share (herein called the “Class A Common Stock”); 2,000,000 shares of class B common stock, par value of $0.01 per share (herein called the “Class B Common Stock”); 1,000,000 shares of class C common stock, par value of $0.01 per share (herein called the “Class C Common Stock”); and 1,000,000 shares of class D common stock, par value of $0.01 per share (herein called the “Class D Common Stock”). The Class A Common Stock, the Class B Common Stock, the Class C Common Stock, and the Class D Common Stock are sometimes collectively referred to herein as the “Common Stock”.

(2)  Rights, Powers, Preferences and Privileges of the Common Stock.

(a)  Dividends. The holders of Common Stock shall be paid dividends, when, as and if declared by the Board of Directors of the Corporation, out of assets of the Corporation available for the payment of dividends to the extent permitted by law; provided, however, that no dividend may be declared or paid with respect to any class of Common Stock unless an equal dividend is declared and paid, share for share, with respect to all other outstanding classes of Common Stock.

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(b) Voting.

(i)  General. Except as is otherwise provided by law or by subsections (ii) and (iii) below, each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such stockholder on all matters to be voted on by the common stockholders of the Corporation, and the holders of Common Stock shall vote together as a single class on all matters to be voted on by the common stockholders of the Corporation.

(ii)  Class B Common Stock. Except as is otherwise provided by law, shares of Class B Common Stock shall have no voting rights whatsoever and each holder of Class B Common Stock shall have no voting rights as a stockholder with respect to shares of Class B Common Stock held by such holder.

(iii)  Class D Common Stock. Except as is otherwise provided by law, shares of Class D Common Stock shall have no voting rights whatsoever and each holder of Class D Common Stock shall have no voting rights as a stockholder with respect to shares of Class D Common Stock held by such holder.

(3) Conversion and Exchange of Class A Common Stock.

(a)  Right of Conversion. Subject to and upon compliance with this Section (3), shares of Class A Common Stock shall be convertible into fully paid and non-assessable shares of Class B Common Stock on the basis of one share of Class B Common Stock for each share of Class A Common Stock surrendered for conversion; provided, that, a share of Class A Common Stock shall not be convertible into Class B Common Stock if, after giving effect to such conversion, no shares of Class A Common Stock would be issued and outstanding.

(b)  Reservation of Shares. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued shares of Class B Common Stock, for the purposes of effecting conversions, such number of duly authorized shares of Class B Common Stock sufficient to effect the conversion of all outstanding shares of Class A Common Stock.

(c)  Conversion.

(i)  Certificate Name. If a certificate for shares of Class B Common Stock issued upon conversion is to be issued in a name other than the name of the person in whose name the certificate formerly representing the shares of Class A Common Stock for which such shares are exchanged was issued, then

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the holder of the certificate being surrendered shall be required to pay any stock transfer taxes payable on account of such transfer.

(ii)  Required Deliveries. Any holder of shares of Class A Common Stock may, at any time and from time to time, convert any or all of such shares held by such holder into an equal number of shares of Class B Common Stock by delivering to the office of the Corporation (a) the certificate or certificates representing the share or shares of Class A Common Stock to be converted, duly endorsed, and (b) written notice to the Corporation stating that such holder elects to convert such share or shares and stating the name in which each certificate for shares of Class B Common Stock issued upon such conversion is to be issued and the address of the holder to be recorded on the books of the Corporation.

(iii)  Time of Conversion. Conversion shall be deemed to have been effected at the close of business on the date when the delivery described in subsection (ii) above is made. On the date of such delivery or as promptly thereafter as practicable, the Corporation or its transfer agent shall deliver to each holder electing to convert shares of Class A Common Stock a certificate for the number of full shares of Class B Common Stock issuable upon the conversion of such holder’s shares of Class A Common Stock. Except as is provided in subsection (i) above, any and all transfer taxes, stamp taxes or other expenses incurred or payable in connection with any conversion made pursuant to this Section (3) shall be borne and paid by the Corporation.

(d)  Limit on Conversion. Except as provided in this Section (3), shares of Class A Common Stock shall not be convertible into shares of any other class of stock of the Corporation.

(e)  Cancellation. Shares of Class A Common Stock which are converted into shares of Class B Common Stock pursuant to this Section (3) shall be cancelled by the Corporation and may not be reissued.

(4)  Conversion and Exchange of Class C Common Stock and Class D Common Stock.

(a)  Rights of Conversion. Subject to and upon compliance with this Section (4), shares of Class C Common Stock shall be convertible into fully paid and non-assessable shares of Class D Common Stock on the basis of one share of Class D Common Stock for each share of Class C Common Stock surrendered for conversion, and shares of Class D Common Stock shall be convertible into fully paid and non-assessable shares of Class C Common Stock on the basis of one share of Class C Common Stock for each share of Class D Common Stock surrendered for conversion.

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(b)  Reservation of Shares of Class C Common Stock. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued shares of Class C Common Stock, for the purposes of effecting conversions, such number of duly authorized shares of Class C Common Stock sufficient to effect the conversion of all outstanding shares of Class D Common Stock.

(c)  Reservation of Shares of Class D Common Stock. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued shares of Class D Common Stock, for the purposes of effecting conversions, such number of duly authorized shares of Class D Common Stock sufficient to effect the conversion of all outstanding shares of Class C Common Stock.

(d)  Conversion.

(i)  Certificate Name. If a certificate for shares of Class C Common Stock or Class D Common Stock issued upon conversion is to be issued in a name other than the name of the person in whose name the certificate formerly representing the shares of Class C Common Stock or Class D Common Stock, as the case may be, for which such shares are exchanged was issued, then the holder of the certificate being surrendered shall be required to pay any stock transfer taxes payable on account of such transfer.

(ii)  Required Deliveries. Any holder of Class C Common Stock or Class D Common Stock may, at any time and from time to time, convert any or all of such shares held by such holder into an equal number of shares of Class C Common Stock or Class D Common Stock, as the case may be, by delivering to the office of the Corporation (a) the certificate or certificates representing the share or shares of Class C Common Stock or Class D Common Stock to be converted, duly endorsed, and (b) written notice to the Corporation stating that such holder elects to convert such share or shares and stating the name in which each certificate for the shares of Class C Common Stock or Class D Common Stock, as the case may be, issued upon such conversion is to be issued and the address of the holder to be recorded on the books of the Corporation.

(iii)  Time of Conversion. Conversion shall be deemed to have been effected at the close of business on the date when the delivery described in subsection (ii) above is made. On the date of such delivery or as promptly thereafter as practicable, the Corporation or its transfer agent shall deliver to each holder electing to convert shares of Class C Common Stock or Class D Common Stock a certificate for the number of full shares of Class C Common Stock or Class D Common Stock, as the case may be, issuable upon the conversion of such holder’s shares. Except as is provided in subsection (i)

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above, any and all transfer taxes, stamp taxes or other expenses incurred or payable in connection with any conversion made pursuant to this Section (4) shall be borne and paid by the Corporation.

(e)  Limit on Conversion. Except as provided in this Section (4), shares of Class C Common Stock and Class D Common Stock shall not be convertible into shares of any other class of stock of the Corporation.

(5)  Preemptive Rights. Holders of shares of Common Stock shall not, as such, have any preemptive or other right to subscribe for or purchase any shares of capital stock of the Corporation or any class now or hereafter authorized or issued by the Corporation.

ARTICLE V

Directors

(1)  Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the Bylaws of the Corporation.

(2)  To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

(1)  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which he

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reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2)  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(3)  To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4)  Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections (1) and (2). Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders of the Corporation.

(5)  Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors of the Corporation deems appropriate.

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(6)  The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

(7)  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 145 of the General Corporation Law.

(8)  For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(9)  For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

(10)  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VII

By-laws

The directors of the Corporation shall have the power to adopt, amend or repeal by-laws.

ARTICLE VIII

Amendment

The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

ARTICLE IX

Restrictions on Sale or Transfer of Capital Stock

Any invitation to the public (within the meaning of Canadian Securities laws) to subscribe for capital stock of the Corporation is prohibited. The right to transfer shares of capital stock of the Corporation shall be restricted such that no stockholder shall be entitled to transfer any share or shares of capital stock unless:

(a)      such transfer shall have been approved by a vote of the holders of more than 50% of the Common Stock of the Corporation then outstanding at a meeting of such holders or by written consent, in each case in compliance with applicable law and the bylaws of the Corporation; or

(b)      such transfer shall have been approved by a majority of the directors of the Corporation at a meeting of the directors or by written consent, in each case in compliance with applicable law and the bylaws of the Corporation.

ARTICLE X

Stockholders

The number of stockholders of the Corporation, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the Corporation were, while in that employment, and have continued after the termination of that employment to be, stockholders of the Corporation, is limited to not more than fifty, two

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or more persons who are the joint registered owners of one or more shares being counted as one stockholder.”

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IN WITNESS WHEREOF, Gentek Holdings, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by Mark E. Bandeen, its President and attested by Richard D. Paterson, its Vice President this 12th day of December, 1994.

		GENTEK HOLDINGS, INC.
		By:	/s/ Mark E. Bandeen
			Mark E. Bandeen President
ATTEST:
By:	/s/ Richard D. Paterson
	Richard D. Paterson
	Vice President

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CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GENTEK HOLDINGS, INC.

Under Section 242 of the Delaware Corporation Law

Pursuant to Sections 242 of the Delaware Corporation Law of the State of Delaware, the undersigned, being the Chief Executive Officer of Gentek Holdings, Inc., a Delaware corporation (the “Corporation”) docs hereby certify the following;

FIRST:The name of the Corporation is Gentek Holdings, Inc.

SECOND:      The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on September 15, 1994 and the Corporation filed Amended and Restated Certificates of Incorporation with the Secretary of State of Delaware on October 25, 1994, November 7, 1994 and December 13, 1994.

THIRD:The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to effect a change in Article I thereof, relating to the name of the Corporation, accordingly Article I of the Amended and Restated Certificate of Incorporation shall be amended to read in its entirety as follows:

ARTICLE I

“The name of the Corporation is Fabral Holdings, Inc..”

FOURTH:       The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to effect a change in Article IV thereof, relating to the number of shares that the Corporation shall have the authority to issue, accordingly Article IV of the Amended and Restated Certificate of Incorporation shall be amended to read in its entirety as follows:

ARTICLE IV

“The total number of shares that the corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, with a par value of $0.01 (One Cent) per share.”

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:45 PM 07/17/1997
971238273 – 2435041

FIFTH:            The amendments to the Amended and Restated Certificate of Incorporation of the Corporation effected hereby was approved by the Board of Directors of the Corporation, and by written consent of the sole stockholder of the Corporation.

IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury, and has executed this Certificate this 17 day of July, 1997.

Gentek Holdings, Inc.
By:	/s/ J. David Smith
Name:	J. David Smith
Title:	Chief Executive Officer

EX-3.24

Exhibit 3.24

AMENDED AND RESTATED BYLAWS

OF

FABRAL HOLDINGS, INC.

ARTICLE I

STOCKHOLDERS

1.1Meetings.

1.1.1Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3Special Meetings. Special meetings of the stockholders may be called at any time by the chief executive officer, president, board of directors, or by the secretary of the Company upon the written request of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

1.1.6Action by Written Consent. Any action which may be taken at a meeting of the stockholders may be taken without a meeting and without prior notice if a written consent or consents, setting forth the action to be authorized, shall be signed by the stockholders holding not less than the minimum number of shares of stock required to approve such action and entitled to vote on such action at a meeting in which all shares entitled to vote thereon were present and voted. Such written consent shall have the same effect as a vote of the stockholders at a meeting

called for the purpose of considering the action authorized and shall be filed in the minute book of the Company by the officer having custody of the corporate books and records.

ARTICLE II

DIRECTORS

2.1Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

2.2Meetings.

2.2.1Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3Special Meetings. Special meetings of the board may be called by direction of the chief executive officer, the president or the secretary of the Company, or any two directors on three days’ notice to each director, either personally or by mail, telephone, facsimile transmission, electronic mail or other electronic means or by telegraph.

2.2.4Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

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2.2.7Action by Written Consent. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all of the members of the board or committee , as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE III

OFFICERS

3.1Number. The officers of the Company shall be elected by the board of directors and may consist of a president, a chief executive officer, any number of vice presidents, a secretary, a treasurer, and a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

3.2Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification, or removal as hereinafter provided.

3.3Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. The board of directors may also at any time limit or circumvent the enumerated duties, services and powers of any officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the board of directors may grant powers of attorney to individuals to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, to incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the board of directors.

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ARTICLE IV

INDEMNIFICATION

4.1Right to Indemnification. The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law.

4.2Advance of Expenses. Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

4.3Determination that Indemnification is Proper. Any indemnification of a present or former director or officer of the Company under Section 4.1 of Article IV of these Bylaws (unless ordered by a court) shall be made by the Company unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 4.1 of Article IV of these Bylaws. Any such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

4.4Contractual Obligation. The obligations of the Company to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

4.5Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which

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one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

Unless prohibited by the certificate of incorporation or any applicable statute, these bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of the directors at which a quorum is present or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

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EX-3.25

Exhibit 3.25

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 06/24/1994

944116640 – 2413872

CERTIFICATE OF INCORPORATION

OF

NACLA ACQUISITION CORPORATION

ARTICLE I

Name

The name of the corporation is NACLA Acquisition Corporation (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 100, all of which shall be shares of Common Stock, par value $.01 per share.

ARTICLE V

Directors

(1) Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the By-laws of the Corporation.

(2) To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

(1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including

2

attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(3) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections (1) and (2). Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders of the Corporation.

(5) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation authorized in this Article VI. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors of the Corporation deems appropriate.

(6) The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

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(7) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 145 of the General Corporation Law.

(8) For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(9) For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

(10) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII

By-Laws

The directors of the Corporation shall have the power to adopt, amend or

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repeal by-laws.

ARTICLE VIII

Amendment

The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

ARTICLE IX

Incorporator

The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Kevin P. Kennedy	Shearman & Sterling
	555 California St.
	Suite 2000
	San Francisco, CA 94104

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of June, 1994.

/s/ Kevin P. Kennedy

Kevin P. Kennedy

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 10/25/1994

944203672 – 2413872

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

NACLA ACQUISITION CORPORATION
(Pursuant to Section 241 of the Delaware
General Corporation Law)

NACLA Acquisition Corporation, a corporation organized and existing under the laws of the state of Delaware (the “Corporation”), hereby certifies as follows:

THAT, the name of the Corporation is NACLA Acquisition Corporation and that the date of filing its original certificate of incorporation with the Secretary of State of the State of Delaware was June 24, 1994 (the “Certificate of Incorporation”);

THAT, the directors of the Corporation duly adopted, in accordance with Section 241 of the Delaware General Corporation Law, a resolution proposing and declaring advisable this amendment of the Certificate of Incorporation;

THAT, the Corporation has not received any payment for any of its capital stock;

THAT, the Certificate of Incorporation be amended by changing the First Article thereof so that said Article shall be and read as follows:

“The name of the corporation is Gentek Building Products, Inc. (the “Corporation),”; and

THAT, the Certificate of Incorporation be amended by changing the Second Article thereof so that said Article shall be and read as follows:

“The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share.”

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Mark E. Bandeen, its President, and attested by Richard D. Paterson, its Vice President, this 24th day of October, 1994.

/s/ Mark E. Bandeen

Mark E. Bandeen
President

ATTEST:

/s/ Richard D. Paterson

Richard D. Paterson

Vice President

2

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
GENTEK BUILDING PRODUCTS, INC.

Under Section 242 of the Delaware Corporation Law

Pursuant to Sections 242 of the Delaware Corporation Law of the State of Delaware, the undersigned, being the Chief Executive Officer of Gentek Building Products, Inc., a Delaware corporation (the “Corporation”) does hereby certify the following:

FIRST:The name of the Corporation is Gentek Building Products, Inc.

SECOND:      The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on June 24, 1994.

THIRD:The Certificate of Incorporation of the Corporation is hereby amended to effect a change in Article I thereof, relating to the name of the Corporation, accordingly Article I of the Certificate of Incorporation shall be amended to read in its entirety as follows:

ARTICLE I

“The name of the Corporation is Fabral, Inc.,”

FOURTH:The amendment to the Certificate of Incorporation of the Corporation effected hereby was approved by the Board of Directors of the Corporation, and by written consent of the sole stockholder of the Corporation.

IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury, and has executed this Certificate this 17 day of July, 1997.

Gentek Building Products, Inc.
By:	/s/ J. David Smith
Name:		J. David Smith
Title:		Chief Executive Officer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:45 PM 07/17/1997

971238372 – 2413872

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:19 PM 12/29/2004

FILED 08:19 PM 12/29/2004

SRV 040951755 – 2413872 FILE

CERTIFICATE OF MERGER

OF

COPPER CRAFT, INC.

WITH AND INTO

FABRAL, INC.

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware.

DOES HEREBY CERTIFY:

FIRST:             That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	Statement of Incorporation
Copper Craft, Inc.	Texas
Fabral, Inc,	Delaware

SECOND:      That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.

THIRD:           That the name of the surviving corporation of the merger is Fabral, Inc., a Delaware corporation.

FOURTH:       That the Certificate of Incorporation of Fabral, Inc., a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH:            That the executed Agreement and Plan of Merger is on file at an office of the surviving corporation, the address of which is 5445 Triangle Parkway, Suite 350, Norcross, Georgia. 30092.

SIXTH:           That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH:     The authorized capital stock of each foreign corporation which is a party to the merger is as follows:

Corporation	Class	Number of Shares	Par Value Per Share or Statement That Shares are Without Par Value
Copper Craft, Inc.,	Common	10,000	$	0.10

EIGHTH:        That this Certificate of Merger shall be effective December 31, 2004.

Dated: December 24, 2004	FABRAL, INC.
	By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	C. E. O & Secretary

EX-3.26

Exhibit 3.26

AMENDED AND RESTATED BYLAWS

OF

FABRAL, INC.

ARTICLE I

STOCKHOLDERS

1.1Meetings.

1.1.1Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3Special Meetings. Special meetings of the stockholders may be called at any time by the chief executive officer, president, board of directors, or by the secretary of the Company upon the written request of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

1.1.6Action by Written Consent. Any action which may be taken at a meeting of the stockholders may be taken without a meeting and without prior notice if a written consent or consents, setting forth the action to be authorized, shall be signed by the stockholders holding not less than the minimum number of shares of stock required to approve such action and entitled to vote on such action at a meeting in which all shares entitled to vote thereon were present and voted. Such written consent shall have the same effect as a vote of the stockholders at a meeting

called for the purpose of considering the action authorized and shall be filed in the minute book of the Company by the officer having custody of the corporate books and records.

ARTICLE II

DIRECTORS

2.1Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

2.2Meetings.

2.2.1Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3Special Meetings. Special meetings of the board may be called by direction of the chief executive officer, the president or the secretary of the Company, or any two directors on three days’ notice to each director, either personally or by mail, telephone, facsimile transmission, electronic mail or other electronic means or by telegraph.

2.2.4Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

2

2.2.7Action by Written Consent. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all of the members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE III

OFFICERS

3.1Number. The officers of the Company shall be elected by the board of directors and may consist of a president, a chief executive officer, any number of vice presidents, a secretary, a treasurer, and a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

3.2Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification, or removal as hereinafter provided.

3.3Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. The board of directors may also at any time limit or circumvent the enumerated duties, services and powers of any officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the board of directors may grant powers of attorney to individuals to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, to incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the board of directors.

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ARTICLE IV

INDEMNIFICATION

4.1Right to Indemnification. The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law.

4.2Advance of Expenses. Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

4.3Determination that Indemnification is Proper. Any indemnification of a present or former director or officer of the Company under Section 4.1 of Article IV of these Bylaws (unless ordered by a court) shall be made by the Company unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 4.1 of Article IV of these Bylaws. Any such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

4.4Contractual Obligation. The obligations of the Company to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

4.5Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which

4

one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

Unless prohibited by the certificate of incorporation or any applicable statute, these bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of the directors at which a quorum is present or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

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EX-4.1

Exhibit 4.1

Execution Version

EURAMAX INTERNATIONAL, INC.

9½% SENIOR SECURED NOTES DUE 2016

INDENTURE

Dated as of March 18, 2011

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.08; 7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	10.05
(b)(2)	7.06; 7.07
(c)	7.06;13.02
(d)	7.06
314(a)	4.03;13.02; 13.05
(b)	N/A
(c)(1)	13.04
(c)(2)	13.04
(c)(3)	N.A.
(d)	10.05
(e)	13.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	13.01
(b)	N.A.
(c)	13.01

N.A. means not applicable.

*  This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	40
Section 1.03.	Incorporation by Reference of Trust Indenture Act	41
Section 1.04.	Rules of Construction	41
ARTICLE 2
THE NOTES
Section 2.01.	Form and Dating	42
Section 2.02.	Execution and Authentication	43
Section 2.03.	Registrar and Paying Agent	44
Section 2.04.	Paying Agent to Hold Money in Trust	44
Section 2.05.	Holder Lists	44
Section 2.06.	Transfer and Exchange	45
Section 2.07.	Replacement Notes	56
Section 2.08.	Outstanding Notes	56
Section 2.09.	Treasury Notes	57
Section 2.10.	Temporary Notes	57
Section 2.11.	Cancellation	57
Section 2.12.	Defaulted Interest	57
Section 2.13.	CUSIP and ISIN Numbers	58
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01.	Notices to Trustee	58
Section 3.02.	Selection of Notes to Be Redeemed or Purchased	58
Section 3.03.	Notice of Redemption	59
Section 3.04.	Effect of Notice of Redemption	59
Section 3.05.	Deposit of Redemption or Purchase Price	60
Section 3.06.	Notes Redeemed or Purchased in Part	60
Section 3.07.	Optional Redemption	60
Section 3.08.	Mandatory Redemption	61
Section 3.09.	Offer to Purchase by Application of Excess Proceeds	61
ARTICLE 4
COVENANTS
Section 4.01.	Payment of Notes	63
Section 4.02.	Maintenance of Office or Agency	63
Section 4.03.	Reports	64
Section 4.04.	Compliance Certificate	65
Section 4.05.	Taxes	66
Section 4.06.	Stay, Extension and Usury Laws	66

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		Page
Section 4.07.	Restricted Payments	66
Section 4.08.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	72
Section 4.09.	Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	74
Section 4.10.	Asset Sales	79
Section 4.11.	Transactions with Affiliates	81
Section 4.12.	Liens	84
Section 4.13.	Corporate Existence	84
Section 4.14.	Offer to Repurchase Upon Change of Control	84
Section 4.15.	[RESERVED]	85
Section 4.16.	Designation of Restricted and Unrestricted Subsidiaries	85
Section 4.17.	Guarantees	87
Section 4.18.	Effectiveness of Covenants When Notes Rated Investment Grade	87
Section 4.19.	Maintenance of Properties	88
ARTICLE 5
SUCCESSORS
Section 5.01.	Merger, Consolidation or Sale of Assets	88
Section 5.02.	Successor Corporation Substituted	89
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01.	Events of Default	90
Section 6.02.	Acceleration	92
Section 6.03.	Other Remedies	93
Section 6.04.	Waiver of Past Defaults	93
Section 6.05.	Control by Majority	93
Section 6.06.	Limitation on Suits	93
Section 6.07.	Rights of Holders of Notes to Receive Payment	94
Section 6.08.	Collection Suit by Trustee	94
Section 6.09.	Trustee May File Proofs of Claim	94
Section 6.10.	Priorities	95
Section 6.11.	Undertaking for Costs	95
ARTICLE 7
TRUSTEE
Section 7.01.	Duties of Trustee	95
Section 7.02.	Rights of Trustee	96
Section 7.03.	Individual Rights of Trustee	98
Section 7.04.	Trustee’s Disclaimer	98
Section 7.05.	Notice of Defaults	98
Section 7.06.	Reports by Trustee to Holders of the Notes	98
Section 7.07.	Compensation and Indemnity	99
Section 7.08.	Replacement of Trustee	99
Section 7.09.	Successor Trustee by Merger, etc.	100
Section 7.10.	Eligibility; Disqualification	101
Section 7.11.	Preferential Collection of Claims Against the Issuer	101

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		Page
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	101
Section 8.02.	Legal Defeasance and Discharge	101
Section 8.03.	Covenant Defeasance	102
Section 8.04.	Conditions to Legal or Covenant Defeasance	102
Section 8.05.	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	103
Section 8.06.	Repayment to Issuer	104
Section 8.07.	Reinstatement	104
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01.	Without Consent of Holders of Notes	105
Section 9.02.	With Consent of Holders of Notes	106
Section 9.03.	Compliance with Trust Indenture Act	108
Section 9.04.	Revocation and Effect of Consents	108
Section 9.05.	Notation on or Exchange of Notes	109
Section 9.06.	Trustee to Sign Amendments, etc.	109
ARTICLE 10
COLLATERAL AND SECURITY
Section 10.01.	Equal and Ratable Sharing of Collateral by Holders of Notes Priority Debt	109
Section 10.02.	Ranking of Subordinated Liens	110
Section 10.03.	Release of Liens in Respect of Notes	110
Section 10.04.	Relative Rights	111
Section 10.05.	[RESERVED]	112
Section 10.06.	Collateral Trustee	112
Section 10.07.	Further Assurances	112
Section 10.08.	Insurance	112
Section 10.09.	Real Property	113
ARTICLE 11
NOTE GUARANTEES
Section 11.01.	Guarantee	114
Section 11.02.	Limitation on Guarantor Liability	115
Section 11.03.	Execution and Delivery of Note Guarantee	116
Section 11.04.	Guarantors May Consolidate, etc., on Certain Terms	116
Section 11.05.	Releases	117
ARTICLE 12
SATISFACTION AND DISCHARGE
Section 12.01.	Satisfaction and Discharge	118
Section 12.02.	Application of Trust Money	119

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ARTICLE 13
MISCELLANEOUS
Section 13.01.	Trust Indenture Act Controls	120
Section 13.02.	Notices	120
Section 13.03.	Communication by Holders of Notes with Other Holders of Notes	121
Section 13.04.	Certificate and Opinion as to Conditions Precedent	121
Section 13.05.	Statements Required in Certificate or Opinion	121
Section 13.06.	Rules by Trustee and Agents	122
Section 13.07.	No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders	122
Section 13.08.	Governing Law; Waiver of Jury Trial	122
Section 13.09.	No Adverse Interpretation of Other Agreements	123
Section 13.10.	Successors	123
Section 13.11.	Severability	123
Section 13.12.	Counterpart Originals	123
Section 13.13.	Table of Contents, Headings, etc.	123
Section 13.14.	Conflicts with the Collateral Trust and Intercreditor Agreement or with the General Intercreditor Agreement	123
Section 13.15.	USA PATRIOT Act	124
Section 13.16.	Force Majeure	124
Section 13.17.	Parallel Debt	124

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INDENTURE dated as of March 18, 2011 among Euramax International, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein), and Wells Fargo Bank, National Association, a national banking association, as Trustee.

The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 9½% Senior Secured Notes due 2016 (the “Notes”):

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued, together with all other 144A Global Notes, in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“ABL Bank Products” has the meaning given to such term in the General Intercreditor Agreement.

“ABL Cash Management Agreements” has the meaning given to such term in the General Intercreditor Agreement.

“ABL Collateral Agent” means any collateral agent, collateral trustee or other representative of lenders or holders of ABL Obligations party to the General Intercreditor Agreement or that becomes a party to the General Intercreditor Agreement upon the refinancing or replacement of the ABL Credit Facility, or any successor representative acting in such capacity.

“ABL Credit Facility” means that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated as of March 18, 2011, among the borrowers and guarantors named therein (which may include the Issuer and the Guarantors as borrower, co-borrower, guarantor, obligor, co-obligor or otherwise), the lenders and agents from time to time party thereto, and Regions Bank, as administrative agent, and any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as further amended, restated, adjusted, waived, renewed, modified, refunded, replaced, restated, restructured, increased, supplemented or refinanced in whole or in part from time to time, regardless of whether such amendment, restatement, adjustment, waiver, modification, renewal, refunding, replacement, restatement, restructuring, increase, supplement or refinancing is with the same financial institutions (whether as agents or lenders) or otherwise and any one or more indentures, note purchase agreements, credit facilities, commercial paper facilities, or other financing arrangements or agreements that replace, refund or refinance all or any part of the loans, notes, or other commitments thereunder, including any such replacement, refunding or refinancing facility or indenture or other financing arrangements or agreements that increases the amount borrowable or issuable thereunder or alters the maturity thereof.

“ABL Debt” means Indebtedness under the ABL Credit Facility, the ABL Documents, the ABL Bank Products, the ABL Hedge Agreements and the ABL Cash Management Agreements.

“ABL Documents” has the meaning given to such term under the General Intercreditor Agreement.

“ABL Hedge Agreements” means any hedge agreements entered into with any lender under the ABL Credit Facility, its Affiliates or any other Person permitted under the ABL Credit Facility.

“ABL Obligations” means all indebtedness, liabilities and obligations (of every kind or nature) incurred or arising under or relating to the ABL Documents and all other obligations in respect thereof.

“ABL Priority Collateral” has the meaning given to such term in the General Intercreditor Agreement.

“Acquired Debt” means, with respect to any specified Person:

(1)           Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)           Indebtedness secured by a Lien encumbering any asset acquired by the specified Person.

“Act of Required Notes Priority Debtholders” has the meaning given to such term in the Collateral Trust and Intercreditor Agreement.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02, 4.09 and 4.12 hereof, as part of the same series as the Initial Notes.  Additional Notes may or may not be fungible with the Initial Notes or any other Additional Notes for U.S. federal income tax purposes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.  For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“After-Acquired Property” means any and all assets or property (other than Excluded Assets) acquired after the date of this Indenture which constitute Collateral.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent, transfer agent or additional transfer agent or Collateral Trustee.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(1)           1.0% of the principal amount of the Note; or

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(2)           the excess of:

(a)           the present value at such redemption date of (i) the redemption price of the Note at April 1, 2013 (such redemption price being set forth in the table appearing in Section 3.07(e)), plus (ii) all required interest payments due on the Note through April 1, 2013 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)           the principal amount of the Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1)           the sale, lease (other than operating leases in the ordinary course of business), conveyance or other disposition of any property or assets, other than Equity Interests of the Issuer; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and the Issuer’s Restricted Subsidiaries taken as a whole shall be governed by Section 4.14 and/or Section 5.01 hereof and not by Section 4.10 hereof;

(2)           the issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries or the sale by the Issuer or any Restricted Subsidiary thereof of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying shares); and

(3)           an Event of Loss.

Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:

(1)           any single transaction or series of related transactions or Event of Loss that involves property or assets having a Fair Market Value of less than $5.0 million;

(2)           a transfer of property or assets between or among the Issuer, its Restricted Subsidiaries and any Guarantor;

(3)           an issuance of Equity Interests by a Restricted Subsidiary of the Issuer to the Issuer or to another Restricted Subsidiary thereof;

(4)           the sale, lease, assignment, license or sublease of equipment, inventory, accounts receivable or other assets in the ordinary course of business (including, without limitation, any Collateral);

(5)           the sale or other disposition of cash or Cash Equivalents;

(6)           a Restricted Payment that is permitted by Section 4.07 hereof or a Permitted Investment;

(7)           any sale, exchange or other disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable  or unnecessary for use in connection

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with the business of the Issuer or its Restricted Subsidiaries and any sale or disposition of property in connection with scheduled turnarounds, maintenance and equipment and facility updates;

(8)           the licensing or sub-licensing of intellectual property in the ordinary course of business or consistent with past practice;

(9)           any sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by this Indenture or the Note Documents;

(10)         any issuance, sale or transfer of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(11)         the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;

(12)         foreclosures, condemnations or any similar action on assets;

(13)         the lease, assignment or sublease of any real or personal property in the ordinary course of business; and

(14)         sales of accounts receivable, or participations therein, and any related assets, in connection with any Permitted Receivables Financing.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended.  Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if the sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.

“Bankruptcy Law” means Title 11 of the United States Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.  The terms “beneficially owns” and “beneficially owned” shall have a corresponding meaning.

“Board of Directors” means:

(1)           with respect to a corporation, the board of directors of the corporation, or a duly authorized committee thereof;

(2)           with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3)           with respect to any other Person, the board or committee of such Person serving a similar function.

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“Borrowing Base” means, as of any date, an amount equal to:

(1)           90% of the face amount of all accounts receivable owned by the Issuer and its Restricted Subsidiaries as of the end of the month preceding such date that were not more than 60 days past due; plus

(2)           85% of the book value of all inventory owned by the Issuer and its Restricted Subsidiaries as of the end of the month preceding such date.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1)           in the case of a corporation, corporate stock;

(2)           in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)           in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)           any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1)           United States dollars;

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

(3)           time deposits, demand deposits, money market deposits, certificates of deposit and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million (or $100.0 million in the case of a non-U.S. bank);

(4)           repurchase obligations for underlying securities of the types set forth in clauses (2), (3) and (7) entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)           commercial paper rated at least P-1 by Moody’s Investors Service, Inc. or at least A-1 by Standard & Poor’s Rating Services (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within two years after the date of acquisition;

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(6)           marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively, or liquidity funds or other similar money market mutual funds, with a rating of at least Aaa by Moody’s or AAAm by S&P (or, if at any  time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency);

(7)           securities issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof, maturing within two years from the date of acquisition thereof and having an investment grade rating from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services;

(8)           money market funds (or other investment funds) at least 95% of the assets of which constitute Cash Equivalents of the kinds set forth in clauses (1) through (7) of this definition;

(9)           (a)  Euros or any national currency of any participating member state of the EMU;

(b)           local currency held by the Issuer or any of its Restricted Subsidiaries from time to time in the ordinary course of business;

(c)           securities issued or directly and fully guaranteed by the sovereign nation or any agency thereof (provided that the full faith and credit of such sovereign nation is pledged in support thereof) in which the Issuer or any of its Restricted Subsidiaries is organized or is conducting business having maturities of not more than one year from the date of acquisition; and

(d)           investments of the type and maturity set forth in clauses (3) through (8) above of foreign obligors, which investments or obligors satisfy the requirements and have ratings set forth in such clauses.

“Change of Control” means the occurrence of any of the following:

(1)           the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than one or more Permitted Holders;

(2)           the adoption of a plan relating to the liquidation or dissolution of the Issuer (unless, after such liquidation or dissolution, Parent assumes all of the obligations of the Issuer under this Indenture and the Security Documents for the benefit of Holders of the Notes as provided thereunder);

(3)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, except that in no event shall the parties to the Stockholders Agreement be deemed a “group” solely by virtue of being parties to the Stockholders Agreement as in effect on the date hereof), other than one or more Permitted Holders or a Permitted Group, has become the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Issuer;

6

(4)           the first day on which a majority of the members of the Board of Directors of the Issuer or the Parent are not Continuing Directors; or

(5)           a “Change of Control” shall have occurred under the Senior Unsecured Loan;

provided, however, that a transaction in which Parent becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change of Control if (a) the shareholders of Parent immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority of the voting power of the outstanding voting stock of Parent, immediately following the consummation of such transaction or (b) immediately following the consummation of such transaction, no “person” (as such term is defined above), other than such other Person (but including the holders of the Equity Interests of such other Person), “beneficially owns” (as such term is defined above), directly or indirectly through one or more intermediaries, more than 35% of the voting power of the outstanding voting stock of the Parent; and provided, further, however, that any transaction in which the Issuer remains a Wholly Owned Restricted Subsidiary of Parent, but one or more intermediate holding companies between Parent and the Issuer are added, liquidated, merged or consolidated out of existence, shall not constitute a Change of Control. A person or group shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement.

“Class” means (1) in the case of Notes Priority Debt, every Series of Notes Priority Debt, taken together, (2) in the case of ABL Priority Debt, every Series of ABL Priority Debt, taken together and (3)   in the case of Subordinated Lien Debt, every Series of Subordinated Lien Debt, taken together.

“Clearstream” means Clearstream Banking, S.A.

“Collateral” means all assets and properties of the Issuer and the Guarantors subject to Liens created by the Security Documents related to the Notes, but excluding Excluded Assets.

“Collateral Trust and Intercreditor Agreement” means the Collateral Trust and Intercreditor Agreement dated as of the date of this Indenture among the Issuer, the Guarantors, the Trustee, the Collateral Trustee and any other agent, trustee or representative of additional Notes Priority Debt and the other parties thereto from time to time, as such agreement may be amended, restated, supplemented, modified and/or replaced from time to time.

“Collateral Trustee” means Wells Fargo Bank, National Association, in its capacity as collateral trustee under the General Intercreditor Agreement and Collateral Trust and Intercreditor Agreement, together with its successors in such capacity.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)           provision for taxes based on income or profits or capital gains of such Person and its Restricted Subsidiaries for such period, including without limitation state, franchise and similar taxes and foreign withholding taxes of such Person and its Restricted Subsidiaries paid or accrued during such period (including, without duplication, the amount of any payments made pursuant to clauses (12)(A) and (12)(B) of Section 4.07(b)), to the extent that such provision for taxes or payment was deducted in computing such Consolidated Net Income; plus

7

(2)           Fixed Charges of such Person and its Restricted Subsidiaries for such period (including without limitation (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities), to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3)           depreciation and amortization (including amortization or impairment write-offs of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation and amortization was deducted in computing such Consolidated Net Income; plus

(4)           any other non-cash expenses or charges, including any impairment charge or asset write-offs or write-downs related to intangible assets (including goodwill), long-lived assets, and Investments in debt and equity securities pursuant to GAAP, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Cash Flow to such extent, and excluding amortization of  a prepaid cash expense or charge that was paid in a prior period); plus

(5)           the amount of any integration costs or other business optimization expenses or costs deducted (and not added back) in such period in computing Consolidated Net Income incurred in connection with acquisitions, including any costs related to the closure and/or consolidation of facilities, and severance and relocation cost; plus

(6)           the amount of any minority interest expense consisting of income of a Restricted Subsidiary attributable to minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(7)           any extraordinary, non-recurring or unusual gain or loss or expense, together with any related provision for taxes, to the extent deducted in computing such Consolidated Net Income; plus

(8)           the amount of cash restructuring charges not to exceed (x) $10.0 million in any twelve month period and (y) $25.0 million in the aggregate (through the maturity of the Notes), to the extent deducted in computing such Consolidated Net Income; minus

(9)           non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)           the Net Income of any Person, other than the specified Person, that is not a Restricted Subsidiary of the specified Person or that is accounted for by the equity method of accounting shall not be included, except that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are paid in cash (or to the extent converted

8

into cash) or Cash Equivalents to the specified Person or a Restricted Subsidiary thereof during such period;

(2)           solely for the purpose of determining the amount available for Restricted Payments under clause (3)(A) of Section 4.07(a), the Net Income of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders, unless such restrictions with respect to the declaration and payment of dividends or distributions have been properly waived for such entire period; provided that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments paid in cash (or to the extent converted into cash) or Cash Equivalents to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(3)           the cumulative effect of a change in accounting principles shall be excluded;

(4)           any amortization of fees or expenses that have been capitalized shall be excluded;

(5)           non-cash charges relating to employee benefit or management compensation plans of the Issuer or any Restricted Subsidiary thereof or any non-cash pension expenses or non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards for the benefit of the members of the Board of Directors of Parent, any direct or indirect parent of the Issuer, or the Issuer or officers or employees of Parent, any direct or indirect parent of the Issuer, or the Issuer and its Restricted Subsidiaries shall be excluded (other than in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period);

(6)           any non-recurring charges or expenses incurred in connection with the Refinancing Transaction shall be excluded;

(7)           any non-cash restructuring charges shall be excluded;

(8)           any non-cash impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded;

(9)           any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (a) any sale of assets outside the ordinary course of business of such Person or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or (c) the extinguishment of any Indebtedness or Hedging Obligations or other derivative instruments of such Person or any of its Restricted Subsidiaries shall, in each case, be excluded;

(10)         any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall, in each case, be excluded;

(11)         any non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP, including without limitation the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write up of assets for

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such period on a consolidated basis in accordance with GAAP to the extent such non-cash expense results from such purchase accounting adjustments;

(12)         any fees and expenses incurred during such period, or any amortization or writeoff thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, financing  transaction or amendment or modification of any debt instrument (including, in each case, any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, shall be excluded;

(13)         accruals and reserves that are established or adjusted within 12 months of the date of original issue of the Notes that are so required to be established or adjusted as a result of the Refinancing Transaction in accordance with GAAP shall be excluded;

(14)         unrealized gains and losses related to Hedging Obligations shall be excluded;

(15)         the Net Income will be reduced by the amount of any payments made pursuant to clauses (12)(A) and (12)(B) of Section 4.07(b);

(16)         any gain or loss realized upon the termination of any employee benefit plan together with any related provision for taxes (or the tax effect of any such termination) shall be excluded;

(17)         gains or losses resulting from the translation into U.S. dollars of long term and intercompany obligations shall be excluded; and

(18)         amortization of any amounts required or permitted by SFAS 141(R) (including non-cash write-ups or non-cash charges relating to inventory and fixed assets) or SFAS 142 (including non-cash charges related to intangible assets and goodwill) to be recorded on such Person’s balance sheet shall be excluded.

“Consolidated Secured Indebtedness” means, as of any date of determination, Consolidated Total Indebtedness secured by Liens.

“Consolidated Total Assets” of any Person means, as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available (giving pro forma effect to any acquisitions or dispositions of assets or properties that have been made by the specified Person or any of its Restricted Subsidiaries subsequent to the date of such balance sheet, including through mergers or consolidations).

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, obligations in respect of Capital Lease Obligations, Attributable Debt in respect of Sale and Leaseback Transactions and debt obligations evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (and excluding (x) any undrawn letters of credit, (y) all obligations relating to any Permitted Receivables Facility and (z) any intercompany Indebtedness) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Disqualified Stock and preferred stock of the Restricted Subsidiaries (excluding items eliminated in consolidation), with the amount of such Disqualified Stock

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and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis, and only to the extent required to be recorded on a balance sheet, in accordance with GAAP. For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or preferred stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or preferred stock, such fair market value shall be determined reasonably and in good faith by the Issuer.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Issuer or Parent, as the case may be, who:

(1)           was a member of such Board of Directors on the date of this Indenture; or

(2)           was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Contribution Indebtedness” means Indebtedness of the Issuer or any Subsidiary Guarantor in an aggregate principal amount equal to the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer or such Subsidiary Guarantor after the date of this Indenture; provided that:

(1)           such cash contributions have not been used to make a Restricted Payment, and

(2)           such Contribution Indebtedness (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the incurrence date thereof.

“controlled foreign corporation” means (i) a controlled foreign corporation within the meaning of Section 957(a) of the United States Internal Revenue Code of 1986, as amended and (ii) New Holdco BV and any of its subsidiaries.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Issuer and the Holders.

“Credit Facilities” means one or more debt facilities (including, without limitation, the ABL Credit Facility), credit agreements, commercial paper facilities, note purchase agreements, indentures, or other agreements, in each case with banks, lenders, purchasers, investors, trustees, agents or other representatives of any of the foregoing, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables or interests in receivables to such lenders or other persons or to special purpose entities formed to borrow from such lenders or other persons against such receivables or sell such receivables or interests in receivables and including Permitted Receivables Financings), letters of credit, notes or other borrowings or other extensions of credit, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time, including any replacement, refunding or refinancing

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facility or agreement that increases the amount permitted to be borrowed thereunder or alters the maturity thereof or adds entities as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender, group of lenders, or otherwise.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary of the Issuer in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means preferred stock of Parent, the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock pursuant to an Officer’s Certificate executed by the principal financial officer of Parent, the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof.

“Discharge of Notes Priority Obligations” has the meaning given to such term in the Collateral Trust and Intercreditor Agreement.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature; provided, however, that only the portion of the Capital Stock which so matures, is mandatorily redeemable or is redeemable at the option of the holder prior to such date shall be deemed to be Disqualified Stock.  Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a Change of Control (or similarly defined term) or an Asset Sale (or similarly defined term) shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof.  The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91 days after the date on which the Notes mature.  Disqualified

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Stock shall not include Capital Stock which is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Subsidiary” means any Restricted Subsidiary of the Issuer that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“EN BV” means Euramax Netherlands B.V.

“equally and ratably” means, in reference to sharing of Liens or proceeds thereof as between holders of Secured Obligations within the same Class, that such Liens or proceeds:

(1)           will be allocated and distributed first to the Secured Debt Representative for each outstanding Series of Notes Priority Debt, ABL Debt or Subordinated Lien Debt within that Class, for the account of the holders of such Series of Notes Priority Debt, ABL Debt or Subordinated Lien Debt, ratably in proportion to the principal of, and interest and premium (if any) and Additional Interest (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit and whether for payment or cash collateralization) on, each outstanding Series of Notes Priority Debt, ABL Debt or Subordinated Lien Debt within that Class when the allocation or distribution is made, and thereafter; and

(2)           will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit and whether for payment or cash collateralization) on all outstanding Secured Obligations within that Class) to the Secured Debt Representative for each outstanding Series of Notes Priority Debt, ABL Debt or Subordinated Lien Debt within that Class, for the account of the holders of any remaining Secured Obligations within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Secured Obligations within that Class due and demanded (with written notice to the applicable Secured Debt Representative and the Collateral Trustee) prior to the date such distribution is made.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Event of Loss” means, with respect to any property or asset, any (i) loss or destruction of, or damage to, such property or assets or (ii) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

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“Excluded Assets” means

(1)           any Intellectual Property (as such term is defined in the Notes Security Agreement), lease, license, contract, property rights or agreement to which the Issuer or any Guarantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the Issuer or any Guarantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Law) or principles of equity); provided, however, that the Collateral shall include, and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above;

(2)           any assets (other than accounts receivable or inventory) of the Issuer or any Guarantor which are subject to or secured by a Capital Lease Obligation or purchase money indebtedness permitted by clause (5) of the definition of “Permitted Debt” under Section 4.09(b) so long as the documents governing such Capital Lease Obligation or purchase money indebtedness do not permit other liens on such assets;

(3)           any of the outstanding voting capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the United States Internal Revenue Code of 1986, as amended, to allow the pledge of a greater percentage of the voting power of capital stock in a controlled foreign corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by the Issuer and each Guarantor shall attach to, such greater percentage of capital stock of each controlled foreign corporation directly owned by the Issuer or any Guarantor;

(4)           (i) any intent-to-use (ITU) United States trademark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a), or examined and accepted, respectively, by the United States Patent and Trademark Office, in each case, only to the extent the grant of security interest in such intent-to-use Trademark is in violation of 15 U.S.C. §1060 and only unless and until a “Statement of Use” or “Amendment to Allege Use” is filed, has been deemed in conformance with 15 U.S.C. §1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office at which point such Trademarks shall automatically be included as Collateral, (ii) any property or assets owned by any Excluded Subsidiary (subject to such Excluded Subsidiary otherwise becoming a Guarantor to the extent required by the terms of this Indenture) or any Unrestricted Subsidiary, (iii) any property or assets owned by Parent that is not owned by the Issuer or its Restricted Subsidiaries and (iv) any of the outstanding capital stock of any Unrestricted Subsidiary;

(5)           any Capital Stock and other securities of a Subsidiary to the extent that the pledge of such Capital Stock and other securities results in the Issuer being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant notes affected. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental

14

agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Capital Stock secures the Notes affected thereby, then the Capital Stock of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Notes affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent of any holder of such notes, to the extent necessary to release the security interests in favor of such creditor on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral for the relevant notes. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock to secure the notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then such excess amount of the Capital Stock of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant notes unless such excess amount is otherwise an Excluded Asset;

(6)           any leasehold interests in real property;

(7)           any fee-owned real property with a book value of less than $2.5 million;

(8)           commercial tort claims of less than $10.0 million;

(9)           pledges and security interests prohibited by, or requiring any consent of any governmental authority pursuant to, law, rule or regulation;

(10)         Equity Interests in any joint venture with a third party that is not an Affiliate, to the extent a pledge of such Equity Interests is prohibited by the documents covering such joint venture;

(11)         (i) deposit or securities accounts the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Issuer or any Guarantor to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of the Issuer or its Subsidiaries and (b) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3 102 on behalf of employees of the Issuer or its Subsidiaries, and (ii) all segregated deposit or securities accounts constituting (and the balance of which consists solely of funds set aside in connection with) payroll accounts and trust accounts; and

(12)         proceeds and products of any of the foregoing to the extent they constitute an Excluded Asset described in clauses (1) through (11).

Notwithstanding the foregoing, (i) in the event of the amendment of the United States Internal Revenue Code of 1986, as amended, to allow the pledge in excess of 65% of the voting power of all classes of Capital Stock of any Controlled Foreign Corporation entitled to vote without adverse tax consequences, the Issuer will use its commercially reasonable efforts to grant a security interest in such Capital Stock directly owned by the Issuer or any Guarantor, subject to the limitations of paragraph (3) above, and (ii) in the event of any change in facts and circumstances (including but not limited to the modification, amendment or interpretation of Rule 3-16 of Regulation S-X under the Securities Act) that would permit the pledge of all or a portion of the Capital Stock of a Subsidiary formed under the laws of the Netherlands in excess of the amount then pledged without the filing of separate financial statements of such Subsidiary with the SEC (or any other governmental agency), the Issuer will use its commercially reasonable efforts to grant a security interest in such Capital Stock, subject to the limitations of paragraphs (3), (4) and (5) above

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“Excluded Contribution” means net cash proceeds received by the Issuer and its Restricted Subsidiaries as capital contributions after the date of this Indenture or from the issuance or sale (other than to a Restricted Subsidiary) of Equity Interests (other than Disqualified Stock) of the Issuer (or Parent or a direct or indirect parent of the Issuer to the extent contributed to the Issuer), in each case to the extent designated as an Excluded Contribution pursuant to an Officers’ Certificate and not previously included in the calculation set forth in clause (3)(B) of Section 4.07(a) hereof for purposes of determining whether a Restricted Payment may be made.

“Excluded Subsidiary” means any Subsidiary that is:

(1)           a controlled foreign corporation;

(2)           a Subsidiary of a controlled foreign corporation; and

(3)           a Restricted Subsidiary of the Issuer; provided that (a) the total assets of all Restricted Subsidiaries that are Excluded Subsidiaries solely as a result of this clause (3), as reflected on their respective most recent balance sheets prepared in accordance with GAAP, do not in the aggregate at any time exceed $1.0 million and (b) the total revenues of all Restricted Subsidiaries that are Excluded Subsidiaries solely as a result of this clause (3) for the twelve-month period ending on the last day of the most recent fiscal quarter for which financial statements for the Issuer are available, as reflected on such income statements, do not in the aggregate exceed $5.0 million.

For the sake of clarity, (i) New US LLC 1, which upon consummation of this offering will be a Subsidiary of New Holdco BV and (ii) New US LLC 2, which upon consummation of this offering will be a Subsidiary of EN BV, shall each be an Excluded Subsidiary, the capital stock of each will not be pledged as Collateral, and each shall not be a Guarantor.

“Fair Market Value” means the price that would be paid in an arm’s length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy.  For purposes of determining compliance with Article 4 hereof, unless provided otherwise, any determination that the Fair Market Value of assets other than cash or Cash Equivalents is equal to or greater than $20.0 million will be made by the Issuer’s or Parent’s Board of Directors and evidenced by a resolution thereof and set forth in an Officers’ Certificate.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period.  In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, retires or redeems any Indebtedness or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, retirement or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock or Disqualified Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)           Investments, acquisitions, dispositions, mergers, consolidations, business restructurings, operational changes and any financing transactions relating to any of the foregoing (collectively,

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“relevant transactions”), in each case that have been made by the specified Person or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis, including Pro Forma Cost Savings; if since the beginning of such period any Person that subsequently becomes a Restricted Subsidiary of the Issuer or was merged with or into the Issuer or any Restricted Subsidiary thereof since the beginning of such period shall have made any relevant transaction that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such relevant transaction had occurred at the beginning of the applicable four-quarter period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis, including Pro Forma Cost Savings;

(2)           the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded;

(3)           the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

(4)           consolidated interest expense attributable to interest on any Indebtedness (whether existing or being incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period.  Interest on Indebtedness that may optionally be determined at an interest rate based on a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.  Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based on the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)           the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, to the extent deducted (and not added back) in computing Consolidated Net Income, including, without limitation, (a) amortization of  original issue discount, (b) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (c) the interest component of any deferred payment obligations, (d) the interest component of all payments associated with Capital Lease Obligations, (e) imputed interest with respect to Attributable Debt, (f) commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and (g) net of the effect of all payments made or received pursuant to interest rate Hedging Obligations, but in each case excluding (v) accretion of accrual of discounted liabilities not constituting Indebtedness, (w) any expense resulting from the discounting of any outstanding Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization of deferred

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financing fees, debt issuance costs, commissions, fees and expenses and (y) any expensing of bridge, commitment or other financing fees; plus

(2)           the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)           any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)           the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, and all cash dividends on any series of preferred stock of any Restricted Subsidiary of such Person, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, less

(5)           interest income for such period,

in each case, on a consolidated basis and in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary of the Issuer other than a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as in effect on the date of this Indenture. For clarity purposes, in determining whether a lease is a capitalized lease or an operating lease and whether interest expense exists, such determination shall be made in accordance with GAAP as in effect on the date of this Indenture. At any time after the date of this Indenture, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture); provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give notice of any such election made in accordance with this definition to the Trustee and the Holders of Notes.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A1 hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(1), 2.06(b)(2), 2.06(b)(3), 2.06(b)(4), 2.06(d)(1), 2.06(d)(2), 2.06(d)(3) or 2.06(f) hereof.

“General Intercreditor Agreement” means the General Intercreditor Agreement dated March 18, 2011, among the Issuer, the Guarantors, the ABL Collateral Agent and the Collateral Trustee or any other persons from time to time party thereto, substantially as described herein, as it may be amended or supplemented from time to time in accordance with this Indenture.

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“Government Securities” means (1) securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) securities that are obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.

“Grantors” means, collectively, the Issuer and the Guarantors.

“Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

“Guarantors” means:

(1)           Parent;

(2)           each direct or indirect Wholly Owned Restricted Subsidiary of the Issuer on the date of this Indenture (other than Excluded Subsidiaries);

(3)           any other Restricted Subsidiary of the Issuer that has issued a guarantee of any other Indebtedness of the Issuer or any Guarantor or otherwise is an obligor under the ABL Credit Facility; and

(4)           any other Restricted Subsidiary of the Issuer that executes a Note Guarantee in accordance with the provisions of this Indenture;

and their respective successors and assigns until released from their obligations under their Note Guarantees and this Indenture in accordance with the terms of this Indenture.

“Hedge Agreements” means:

(1)           interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging, mitigating or swapping interest rate risk either generally or under specific contingencies;

(2)           foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging, mitigating or swapping foreign currency exchange rate risk either generally or under specific contingencies; and

(3)           commodity swap agreements, commodity cap agreements or commodity collar agreements designed for the purpose of fixing, hedging, mitigating or swapping commodity risk either generally or under specific contingencies.

“Hedging Obligations” means the obligations owed by the Issuer and the Guarantors to the counterparties under the Hedge Agreements, including any guarantee obligations in respect thereof.

“Holder” means a Person in whose name a Note is registered.

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“IFRS” means the international accounting standards promulgated by the International Accounting Standards Board and its predecessors, as adopted by the European Union, as in effect from time to time.

“incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Issuer and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) shall be considered an incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Fixed Charges of the Issuer or its Restricted Subsidiary as accrued and the amount of any such accretion or payment of interest in the form of additional Indebtedness or additional shares of Disqualified Stock is for all purposes included in the Indebtedness of the Issuer or its Restricted Subsidiary as accreted or paid.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1)           in respect of borrowed money;

(2)           evidenced by bonds, notes, debentures or similar instruments;

(3)           evidenced by letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations set forth in clauses (1), (2), (4), (5), (6), (7) or (8) of this definition) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement;

(4)           in respect of banker’s acceptances;

(5)           in respect of Capital Lease Obligations and Attributable Debt;

(6)           in respect of the balance deferred and unpaid of the purchase price of any property, except (i) any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

(7)           representing Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; or

(8)           representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price.

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In addition, the term “Indebtedness” includes (1) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and (2) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.  For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value shall be determined in good faith by the Board of Directors of the Issuer or Parent.

The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as set forth above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

(1)           the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

(2)           the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

provided that Indebtedness shall not include:

(i)any liability for foreign, federal, state, local or other taxes,

(ii)performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business,

(iii)any liability arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such liability is extinguished within five Business Days of its incurrence,

(iv)any liability owed to any Person in connection with workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business,

(v)any indebtedness existing on the date of this Indenture that has been satisfied and discharged or defeased by legal defeasance, or

(vi)agreements providing for indemnification, adjustment of purchase price or earnouts or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition or acquisition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of

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financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received in connection with such transaction.

No Indebtedness of any Person will be deemed to be contractually subordinated in right of payment to any other Indebtedness of such Person solely by virtue of being unsecured or by virtue of being secured on a junior priority basis or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $375.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Initial Purchasers” means Deutsche Bank Securities Inc., Gleacher & Company Securities, Inc., Wells Fargo Securities, LLC and Morgan Keegan & Company, Inc.

“Insolvency or Liquidation Proceeding” means:

(1)           any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to either the Issuer or any Guarantor;

(2)           any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to either the Issuer or any Guarantor or with respect to a material portion of their respective assets;

(3)           any liquidation, dissolution, reorganization or winding up of either the Issuer or any Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4)           any assignment for the benefit of creditors or any other marshalling of assets and liabilities of either the Issuer or any Guarantor.

“Intercreditor Agreements” means, collectively, the General Intercreditor Agreement and the Collateral Trust and Intercreditor Agreement.

“Investment Grade Securities” means:

(1)           securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof;

(2)           debt securities or debt instruments with an investment grade rating (but not including any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries);

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(3)           investments in any fund that invests exclusively in investments of the type set forth in clauses (1) and (2) above which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4)           corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers and trade credit in the ordinary course of business to the extent they are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Issuer or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, payroll, travel and similar advances to officers, directors and employees made in the ordinary course of business, and excluding advances set forth in the preceding parenthetical), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.  In no event shall a guarantee of an operating lease of the Issuer or any Restricted Subsidiary be deemed an Investment.

If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof.  The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person only if such Investment was made in contemplation of, or in connection with, the acquisition of such Person by the Issuer or such Restricted Subsidiary and the amount of any such Investment shall be determined as provided in Section 4.07(c) hereof.

“Issue Date” means March 18, 2011.

“Issuer” means Euramax International, Inc., a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including (1) any conditional sale or other title retention agreement, (2) any lease in the nature thereof, (3) any option or other agreement to sell or give a security interest and (4) any filing, authorized by or on behalf of the relevant grantor, of any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Lien Priority Confirmation” has the meaning given to such term in the General Intercreditor Agreement.

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“Majority Holders” means, with respect to any Series of Notes Priority Debt, the holders of more than 50% of the Notes Priority Obligations (determined as provided in the first sentence of the definition of Required Notes Priority Debtholders) in respect thereof.

“Moody’s” means Moody’s Investors Service Inc. and any successor to the rating agency business thereto.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of dividends on preferred stock.

“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale and the sale or other disposition of any non-cash consideration, including, without limitation, legal, accounting and investment banking fees, and brokerage or sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, as well as any other reserve established in accordance with GAAP related to pension and other post-employment benefit liabilities, liabilities related to environmental matters, or any indemnification obligations associated with such transaction and (5) in the case of Net Proceeds relating to an Event of Loss, the amount of any insurance recovery that would otherwise constitute Net Proceeds shall be reduced by the amount of cash invested by the Issuer to rebuild, replace, repair, restore or reconstruct prior to receipt of such insurance proceeds.

“New Holdco BV” means Gaula Holding B.V., a private company with limited liability formed under the laws of the Netherlands and acquired by the Issuer in connection with the planned restructuring of the Issuer’s Foreign Subsidiaries.

“New US LLC 1” means EMAX Products LLC, a limited liability company organized under the laws of the State of Delaware formed by the Issuer in connection with the planned restructuring of the Issuer’s Foreign Subsidiaries.

“New US LLC 2” means EMAX Metals LLC, a limited liability company organized under the laws of the State of Delaware formed by EN BV in connection with the planned restructuring of the Issuer’s Foreign Subsidiaries.

“New York Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Documents” means this Indenture, the Notes and the Security Documents related to the Notes, each as amended or supplemented in accordance with the terms thereof.

“Note Guarantee” means a Guarantee of the Notes pursuant to this Indenture.

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“Notes” has the meaning assigned to it in the preamble to this Indenture.  The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.  For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer or replacement pursuant to the terms of this Indenture shall be deemed a Note under this Indenture.

“Notes Priority Collateral” has the meaning given to such term in the General Intercreditor Agreement.

“Notes Priority Debt” has the meaning given to such term in the Collateral Trust and Intercreditor Agreement.

“Notes Priority Documents” means, collectively, this Indenture, the Notes, the Securityf Documents and each of the other agreements, documents and instruments (including, without limitation, any agreement in respect of any Hedging Obligations) providing for or evidencing any other Notes Priority Obligations, and any other document or instrument executed or delivered at any time in connection with any Notes Priority Obligations, including any intercreditor or joinder agreement among holders of Notes Priority Obligations, to the extent such are effective at the relevant time, in each case as each may be amended, restated, supplemented, modified, renewed, extended or refinanced from time to time, and any other credit agreement, indenture or other agreement, document or instrument evidencing, governing, relating to or securing any Notes Priority Debt.

“Notes Priority Obligations” has the meaning given to such term in the Collateral Trust and Intercreditor Agreement.

“Notes Priority Representative” has the meaning given to such term in the Collateral Trust and Intercreditor Agreement.

“Notes Security Agreement” means the Pledge and Security Agreement by and between the Issuer, the Grantors (as defined therein) and Wells Fargo Bank, National Association, as Collateral Trustee, dated as of March 18, 2011, as such agreement may be amended, restated, supplemented, modified and/or replaced from time to time.

“Obligations” means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities (including all interest, Additional Interest (if any), fees and expenses accruing after the commencement of any Insolvency or Liquidation Proceeding, even if such interest, fees and expenses are not enforceable, allowable or allowed as a claim in such proceeding) under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated March 11, 2011, relating to the offering of the Initial Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Director of Financial Planning and Analysis, the Treasurer, any Assistant Treasurer, the Controller, the General Counsel, the Secretary, any Executive Vice President, any Senior Vice President, any Vice President or any Assistant Vice President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal operating officer, the principal financial

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officer, the Director of Financial Planning and Analysis, the treasurer, the principal accounting officer or the general counsel of the Issuer that meets the requirements of Section 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee that meets the requirements of Section 13.05 hereof.  The counsel may be an employee of or counsel to the Issuer, any Subsidiary of the Issuer or the Trustee.

“Parallel Debt” has the meaning ascribed thereto in Section 13.17 hereof.

“Parent” means Euramax Holdings, Inc., a Delaware corporation, and its successors.

“parent of the Issuer” means any one or more parents of the Issuer, including, without limitation, Euramax Holdings, Inc. and any Subsidiary of Euramax Holdings, Inc. that owns, directly or indirectly, all or any portion of the Capital Stock of the Issuer.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Replacement Assets or a combination of Replacement Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person that is not the Issuer or any of its Restricted Subsidiaries; provided that (i) any cash or Cash Equivalents received must be applied in accordance with Section 4.10 and (ii) such Replacement Assets constitute ABL Priority Collateral or Notes Priority Collateral to the extent the assets or property so replaced constituted such Collateral, as applicable.

“Permitted Business” means any business conducted or proposed to be conducted (as described in the Offering Memorandum) by the Issuer and its Restricted Subsidiaries on the date of this Indenture and other businesses reasonably related, complementary or ancillary thereto and reasonable expansions or extensions thereof.

“Permitted Group” means any group of investors that is deemed to be a “person” (as that term is used in Section 13(d)(3) of the Exchange Act), as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Permitted Holders) beneficially owns (together with its Affiliates) more of the Voting Stock of the Issuer that is beneficially owned by such group of investors than is then collectively beneficially owned by the Permitted Holders in the aggregate.

“Permitted Holder” means any officer of Parent or the Issuer who owns shares of Parent’s common stock on the Issue Date of this Indenture, and their family members and relatives and any trusts created for the benefit of such persons and/or their family members and relatives and any estate, executor, administrator or other personal representative or beneficiary of any of the foregoing.

“Permitted Investments” means:

(1)           any Investment in the Issuer or a Restricted Subsidiary of the Issuer, including any Investment in the Notes or the Guarantees thereof; provided that Investments by the Issuer or any Subsidiary Guarantor in a Restricted Subsidiary that is not a Guarantor shall not exceed an aggregate amount of $35.0 million at any one time outstanding (for clarification, this proviso will not limit Investments by a Restricted Subsidiary that is not a Guarantor in a Restricted Subsidiary that is not a Guarantor);

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(2)           any Investment in cash or Cash Equivalents or Investment Grade Securities;

(3)           (A) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment:

(a)           such Person becomes a Subsidiary Guarantor; or

(b)           such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Subsidiary Guarantor;

and, in each case, any Investment held by such Person, provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(B) any Investment by a Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor in a Person, if as a result of such Investment:

(a)           such Person becomes a Restricted Subsidiary of the Issuer; or

(b)           such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

and, in each case, any Investment held by such Person, provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; and

(4)           any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof or from any other disposition of assets not constituting an Asset Sale;

(5)           Investments to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer, Parent or any direct or indirect parent of the Issuer;

(6)           Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(7)           Investments received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business;

(8)           loans or advances to employees of the Issuer or any of its Restricted Subsidiaries that are approved by a majority of the disinterested members of the Board of Directors of the Issuer or Parent, in an aggregate principal amount of $2.5 million at any one time outstanding;

(9)           Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(10)         other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes

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in value), when taken together with all other Investments made pursuant to this clause (10) since the date of this Indenture, not to exceed the greater of (a) $35.0 million and (b) 5.0% of the Issuer’s Consolidated Total Assets at the time of such Investment;

(11)         any Investment existing on the date of this Indenture;

(12)         any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(13)         guarantees of Indebtedness of the Issuer or any Restricted Subsidiary which Indebtedness is permitted under Section 4.09 hereof;

(14)         Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(15)         Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business; and

(16)         in connection with the Refinancing Transaction and the related restructuring of the Issuer’s Foreign Subsidiaries, the following Investments: (i) a capital contribution by the Issuer to New Holdco BV in an amount necessary to repay the euro denominated debt of EN BV, a Subsidiary of the Issuer, together with accrued and unpaid interest, outstanding as of the Issue Date; (ii) a capital contribution by the Issuer to New US LLC 1 in an amount necessary to repay the GBP denominated debt of Euramax Holdings Limited, a Subsidiary of the Issuer, together with accrued and unpaid interest, outstanding as of the Issue Date; (iii) the contribution by the Issuer of its interest in New US LLC 1 to New Holdco BV; (iv) the contribution by the Issuer of its interest in Euramax International Holdings Limited to New US LLC 1; and (v) a loan by the Issuer of up to $230.0 million to New Holdco BV so long as an amount equal to the amount of such loan is distributed or dividended to the Issuer on or within 30 days following the date of this Indenture.

“Permitted Liens” means:

(1)           Liens on Collateral securing ABL Debt and other ABL Obligations incurred under clauses (1) and (11) of the definition of “Permitted Debt” under Section 4.09;

(2)           Liens on Collateral securing the Notes issued on the date of this Indenture and related guarantees (including liens on any exchange notes and exchange guarantees issued pursuant to the Registration Rights Agreement);

(3)           Liens in favor of the Issuer or any Restricted Subsidiary;

(4)           Liens on property or Capital Stock of a Person existing at the time such Person is acquired by, merged with or into or consolidated, combined or amalgamated with the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to, and

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were not incurred in connection with or in contemplation of, such merger, acquisition, consolidation, combination or amalgamation and do not extend to any assets other than those of the Person acquired by or merged into or consolidated, combined or amalgamated with the Issuer or the Restricted Subsidiary;

(5)           Liens on property existing at the time of acquisition thereof by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to, and were not incurred in connection with or in contemplation of, such acquisition and do not extend to any property other than the property so acquired by the Issuer or the Restricted Subsidiary;

(6)           Liens existing on the date of this Indenture, other than liens to secure the Notes issued on the date of this Indenture or to secure Obligations under the ABL Credit Facility outstanding on the date of this Indenture;

(7)           Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture (other than ABL Debt); provided that (a) the new Lien shall be limited to all or part of the same property and assets that secured the original Lien, and (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(8)           Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(5) hereof, provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or improvement;

(9)           Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits;

(10)         Liens to secure the performance of bids, tenders, completion guarantees, public or statutory obligations, surety or appeal bonds, bid leases, performance bonds, reimbursement obligations under letters of credit that do not constitute Indebtedness or other obligations of a like nature, and deposits as security for contested taxes or for the payment of rent, in each case incurred in the ordinary course of business;

(11)         Liens for taxes, assessments or governmental charges or claims that are (i) not yet overdue or payable or (ii) subject to penalties for nonpayment or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and which proceedings have the effect of preventing the forfeiture or sale of real property Collateral subject to such Liens; provided that any reserve or other appropriate provision required under GAAP has been made therefor;

(12)         carriers’, warehousemen’s, landlords’, mechanics’, suppliers’, materialmen’s and repairmen’s and similar Liens, or Liens in favor of customs or revenue authorities or freight forwarders or handlers to secure payment of customs duties, in each case (whether imposed by law or agreement) incurred in the ordinary course of business;

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(13)         licenses, entitlements, servitudes, easements, rights-of-way, restrictions, reservations, covenants, conditions, utility agreements, rights of others to use sewers, electric lines and telegraph and telephone lines, minor imperfections of title, minor survey defects, minor encumbrances or other similar restrictions on the use of any real property, including zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business, that were not incurred in connection with Indebtedness and do not, in the aggregate, materially diminish the value of said properties or materially interfere with their use in the operation of the business of the Issuer or any of its Restricted Subsidiaries;

(14)         leases, subleases, licenses, sublicenses or other occupancy agreements granted to others in the ordinary course of business which do not secure any Indebtedness and which do not materially interfere with the ordinary course of business of the Issuer or any of its Restricted Subsidiaries;

(15)         with respect to any leasehold interest where the Issuer or any Restricted Subsidiary of the Issuer is a lessee, tenant, subtenant or other occupant, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or sub-landlord of such leased real property encumbering such landlord’s or sub-landlord’s interest in such leased real property;

(16)         Liens arising from Uniform Commercial Code financing statement filings regarding precautionary filings, consignment arrangements or operating leases entered into by the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business;

(17)         Liens (i) of a collection bank arising under Section 4-210 of the New York Uniform Commercial Code on items in the course of collection, (ii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) within general parameters customary in the banking industry or (iii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business;

(18)         Liens securing judgments for the payment of money not constituting an Event of Default pursuant to Section 6.01(6) hereof, so long as such Liens are adequately bonded;

(19)         deposits made in the ordinary course of business to secure liability to insurance carriers;

(20)         Liens arising out of conditional sale, title retention, consignment or similar arrangements, or that are contractual rights of set-off, relating to the sale or purchase of goods entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(21)         Liens arising under any Permitted Receivables Financing;

(22)         any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement permitted under this Indenture;

(23)         any extension, renewal or replacement, in whole or in part of any Lien set forth in clauses (4), (5), (6), (7), (12) through (15), (17), (18) and (22) through (29)  of this definition of “Permitted Liens”; provided that any such extension, renewal or replacement is no more restrictive in any material respect than any Lien so extended, renewed or replaced and does not extend to any additional property or assets;

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(24)         Liens on cash or cash equivalents securing Hedging Obligations in existence on the date of this Indenture;

(25)         Liens other than any of the foregoing incurred by the Issuer or any Restricted Subsidiary of the Issuer with respect to Indebtedness or other obligations that do not, in the aggregate, exceed $10.0 million at any one time outstanding (which Indebtedness may constitute Notes Priority Debt or Subordinated Lien Debt);

(26)         Liens on Capital Stock issued by, or any property or assets of, any Foreign Subsidiary , New US LLC 1 and/or New US LLC 2 securing (a) Indebtedness incurred by a Foreign Subsidiary, New US LLC 1 and/or New US LLC 2  in compliance with Section 4.09 hereof or (b)  Hedging Obligations;

(27)         Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof, provided that such Liens do not extend to any assets other than those  that are the subject of such repurchase agreement;

(28)         Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(29)         Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement not prohibited by this Indenture; and

(30)         Liens securing Indebtedness in an aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the application of the net proceeds therefrom) not exceeding the Secured Debt Cap.

The Issuer may classify (or later reclassify) any Lien in any one or more of the above categories (including in part in one category and in part another category).

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable of the Issuer or any of its Restricted Subsidiaries and enters into a third party financing thereof on terms that the Board of Directors of the Issuer or Parent has concluded are customary and market terms fair to the Issuer and its Restricted Subsidiaries.

“Permitted Refinancing Indebtedness” means:

(1)           any Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than Disqualified Stock) issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than Disqualified Stock and intercompany Indebtedness); provided that:

(a)           the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith);

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(b)           such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(c)           if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is contractually subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness is contractually subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(d)           if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu in right of payment with, or subordinated in right of payment to, the Notes or such Note Guarantees; and

(e)           such Indebtedness is incurred either (i) by the Issuer or any Subsidiary Guarantor or (ii) by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(2)           any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace or refund other Disqualified Stock of the Issuer or any of its Restricted Subsidiaries (other than Disqualified Stock held by the Issuer or any of its Restricted Subsidiaries); provided that:

(a)           the liquidation or face value of such Permitted Refinancing Indebtedness does not exceed the liquidation or face value of the Disqualified Stock so extended, refinanced, renewed, replaced or refunded (plus all accrued dividends thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith);

(b)           such Permitted Refinancing Indebtedness has a final redemption date later than the final redemption date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Disqualified Stock being extended, refinanced, renewed, replaced or refunded;

(c)           such Permitted Refinancing Indebtedness has a final redemption date later than the final maturity date of, and is contractually subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Disqualified Stock being extended, refinanced, renewed, replaced or refunded;

(d)           such Permitted Refinancing Indebtedness is not redeemable at the option of the holder thereof or mandatorily redeemable prior to the final maturity of the Disqualified Stock being extended, refinanced, renewed, replaced or refunded; and

(e)           such Disqualified Stock is issued either (i) by the Issuer or any Subsidiary Guarantor or (ii) by the Restricted Subsidiary that is the issuer of the Disqualified Stock being extended, refinanced, renewed, replaced or refunded.

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“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“preferred stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

“Principal Obligations” means the Secured Obligations (as defined in the Notes Security Agreement) other than the Parallel Debt.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs, integration and other synergies (including, without limitation, improvements to gross margins) and related adjustments that (1) are directly attributable to an acquisition that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Calculation Date and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the date of this Indenture, (2) were actually implemented with respect to any acquisition within 12 months after the date of the acquisition and prior to the Calculation Date that are supportable and quantifiable by underlying accounting records or (3) the Issuer reasonably determines are expected to be realized within 12 months of the calculation date and, in the case of each of (1), (2) and (3), are set forth, as provided below, in an Officers’ Certificate, as if all such reductions in costs and integration and other synergies had been effected as of the beginning of such period.  Pro Forma Cost Savings set forth above shall be established by a certificate delivered to the Trustee from the Issuer’s Chief Financial Officer or another Officer authorized by the Board of Directors of the Issuer or Parent to deliver an Officers’ Certificate under this Indenture that outlines the specific actions taken or to be taken and the benefit achieved or to be achieved from each such action and, in the case of clause (3) above, that states such benefits have been determined to be probable. Notwithstanding the foregoing, the aggregate Pro Forma Cost Savings taken into account in any determination of the Fixed Charge Coverage Ratio or the Secured Debt Ratio, exclusive of Pro Forma Cost Savings consistent with Regulation S-X under the Securities Act, shall not exceed 10.0% of Consolidated Cash Flow for such period as measured without giving effect to any Pro Forma Cost Savings.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Equity Offering” means (1) any public offering or private placement of Capital Stock (other than Disqualified Stock) of the Issuer, Parent or any other direct or indirect parent of the Issuer (other than Capital Stock sold to the Issuer or a Subsidiary of the Issuer); provided that if such public offering or private placement is of Capital Stock of Parent or any other direct or indirect parent of the Issuer, the term “Qualified Equity Offering” shall refer to the portion of the net cash proceeds therefrom that has been contributed to the equity capital of the Issuer or (2) the contribution of cash to the Issuer as an equity capital contribution.

“Rating Agency” means each of (1) S&P, (2) Moody’s and (3) if either S&P or Moody’s no longer provide ratings, any other ratings agency which is nationally recognized for rating debt securities.

“Refinancing Transaction” includes the issuance of Notes (and the consummation of the exchange offer in respect thereof pursuant to the Registration Rights Agreement), the execution and delivery of and the entry into the ABL Credit Facility, the execution, delivery and incurrence of Indebtedness under the Senior Unsecured Loan, the execution and delivery of the related documentation, the exchange by

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certain of the Issuer’s existing lenders of a portion of their existing loans for a portion of the Senior Unsecured Loan and the use of proceeds in respect of the foregoing as described in the Offering Memorandum under “Use of Proceeds.”

“Registration Rights Agreement” means (1) the Registration Rights Agreement dated as of the date of this Indenture among the Issuer, the Guarantors and the Initial Purchasers of the Notes, as amended, modified, replaced and supplemented from time to time and (2) any similar registration rights agreement entered into with respect to Additional Notes.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Replacement Assets” means (1) tangible assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

“Required Notes Priority Debtholders” has the meaning given to such term in the Collateral Trust and Intercreditor Agreement.

“Responsible Officer,” when used with respect to the Trustee, means any vice president, assistant vice president, any trust officer or assistant trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

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“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to the rating agency business thereto.

“Sale and Leaseback Transaction” means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof.

“Sale of a Subsidiary Guarantor” means any Asset Sale to the extent involving (1) a sale, lease, conveyance or other disposition of a majority of the Capital Stock of a Subsidiary Guarantor or (2) the issuance of Equity Interests by a Subsidiary Guarantor, other than (a) an issuance of Equity Interests by a Subsidiary Guarantor to the Issuer or another Subsidiary Guarantor and (b) an issuance of directors’ qualifying shares.

“SEC” means the United States Securities and Exchange Commission and any successor organization

“Secured Debt Cap” means, as of any date of determination, the amount of Notes Priority Debt and Subordinated Lien Debt that may be incurred by the Issuer or any of the Subsidiary Guarantors under Section 4.09(a) and Section 4.09(b)(12) that is concurrently secured by Liens on the Collateral such that, after giving pro forma effect to the incurrence of any Indebtedness and the application of the Net Proceeds therefrom, the Secured Debt Ratio would not exceed 3.75 to 1.0. For purposes of this calculation, the amount of Indebtedness outstanding as of any date of determination shall not include any Indebtedness that consists solely of Hedging Obligations that are or were incurred in the normal course of business and not for speculative purposes.

“Secured Debt Documents” means ABL Documents, Notes Priority Documents and Subordinated Lien Documents.

“Secured Debt Ratio” means, as of any date of determination, the ratio of Consolidated Secured Indebtedness of the Issuer and its Restricted Subsidiaries as of that date to the Issuer’s Consolidated Cash Flow for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination, with such adjustments to the amount of such Indebtedness and Consolidated Cash Flow as are consistent with the adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.” For purposes of this calculation, (i) the amount of ABL Debt outstanding as of any date of determination shall include the amount available for borrowing thereunder whether or not borrowed and (ii) any Indebtedness that consists solely of Hedging Obligations that are incurred in the normal course of business and not for speculative purposes shall be excluded.

“Secured Debt Representative” means each ABL Representative, Notes Priority Representative and Subordinated Lien Representative.

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“Secured Obligations” means ABL Obligations, Notes Priority Obligations and Subordinated Lien Obligations.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Subsidiary” means a Subsidiary of the Issuer

(1)           that is designated a “Securitization Subsidiary” by the Board of Directors of the Issuer or Parent,

(2)           that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(3)           no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

(a)           is Guaranteed by the Issuer, any Guarantor or any Restricted Subsidiary of the Issuer,

(b)           is recourse to or obligates the Issuer, any Guarantor or any Restricted Subsidiary of the Issuer in any way, or

(c)           subjects any property or asset of the Issuer, any Guarantor or any Restricted Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and

(4)           with respect to which neither the Issuer, any Guarantor nor any Restricted Subsidiary of the Issuer (other than an Unrestricted Subsidiary) has any obligation to maintain or preserve such its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“Security Documents” means the Intercreditor Agreements, each Lien Priority Confirmation with respect to Notes Priority Debt, and all security agreements, pledge agreements, perfection certificates, mortgages, deeds of trust, collateral assignments, collateral agency agreements, debentures, control agreements or other grants or transfers for security executed and delivered by the Issuer or any Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the terms of the Intercreditor Agreements.

“Senior Unsecured Loan” means that certain Credit and Guaranty Agreement dated as of March 3, 2011 by and among the Issuer, Euramax Holdings, Inc., certain Subsidiaries of the Issuer, and the lenders party thereto from time to time for $125.0 million in aggregate principal amount of borrowings and any related notes, guarantees, instruments and agreements executed in connection therewith, and in each case as further amended, restated, adjusted, waived, renewed, modified, refunded, replaced, restated, restructured, increased, supplemented or refinanced in whole or in part from time to time, regardless of whether such amendment, restatement, adjustment, waiver, modification, renewal, refunding, replacement, restatement, restructuring, increase, supplement or refinancing is with the same financial institutions (whether as agents or lenders) or otherwise and any one or more indentures, note purchase agreements,

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credit facilities, commercial paper facilities, or other financing arrangements or agreements that replace, refund or refinance all or any part of the loans, notes, or other commitments thereunder, including any such replacement, refunding or refinancing facility or indenture or other financing arrangements or agreements that increases the amount borrowable or issuable thereunder or alters the maturity thereof.

“Series of ABL Debt” means, severally, (1) Indebtedness under the ABL Credit Facility, (ii) all other Hedging Obligations that constitute ABL Debt and (iii) each separate issue of Indebtedness which constitutes ABL Debt.

“Series of Notes Priority Debt” has the meaning given to such term in the Collateral Trust and Intercreditor Agreement.

“Series of Secured Debt” means each Series of ABL Debt, each Series of Notes Priority Debt and each Series of Subordinated Lien Debt.

“Series of Subordinated Lien Debt” means, severally, each issue or series of Subordinated Lien Debt for which a single transfer register is maintained.

“Significant Subsidiary” means any Restricted Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X under the Securities Act.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders Agreement” means the Stockholders Agreement dated as of June 29, 2009, among Parent and the stockholders named therein, as such agreement may be amended, restated, supplemented, modified and/or replaced from time to time.

“Subordinated Collateral Trustee” means Wells Fargo Bank, National Association, as collateral trustee for the holders of Subordinated Lien Obligations, if any, or such other entity, lender, agent or collateral trustee that is designated as a “Subordinated Collateral Trustee” pursuant to the General Intercreditor Agreement.

“Subordinated Lien” means a Lien granted by a Subordinated Lien Document to the Subordinated Collateral Trustee, at any time, upon any property of the Issuer or any Guarantor to secure Subordinated Lien Obligations.

“Subordinated Lien Debt” means:

(1)           any Indebtedness (including letters of credit and reimbursement obligations with respect thereto) of the Issuer or any Guarantor that is secured on a subordinated basis to the Notes Priority Debt by a Subordinated Lien that was permitted to be incurred and so secured under each applicable Subordinated Lien Document; provided that:

(a)           on or before the date on which such Indebtedness is incurred by the Issuer or such Guarantor, such Indebtedness is designated by the Issuer or Guarantor, as applicable, in an Officers’ Certificate delivered to the Subordinated Collateral Trustee, Collateral Trustee and the ABL Collateral Agent, as “Subordinated Lien Debt” for the

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purposes of this Indenture and the General Intercreditor Agreement; provided that no Series of Secured Debt may be designated as both Subordinated Lien Debt and either ABL Debt or Notes Priority Debt;

(b)           such Indebtedness is governed by an indenture, credit agreement or other agreement that includes a Lien Priority Confirmation; and

(c)           all requirements set forth in the General Intercreditor Agreement as to the confirmation, grant or perfection of the Collateral Trustee’s Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (1) will be conclusively established if the Issuer delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is “Subordinated Lien Debt”);

(2)           Hedging Obligations of the Issuer or any Guarantor incurred in accordance with the terms of the Subordinated Lien Documents; provided that:

(a)           on or before or within thirty (30) days after the date on which such Hedging Obligations are incurred by the Issuer or Guarantor (or on or within thirty (30) days after the date hereof for Hedging Obligations in existence on the date hereof), such Hedging Obligations are designated by the Issuer or Guarantor, as applicable, in an Officers’ Certificate delivered to the Collateral Trustee, as “Subordinated Lien Debt” for the purposes of the Subordinated Lien Documents; provided that no Hedging Obligation may be designated as both Subordinated Lien Debt and either ABL Debt or Notes Priority Debt;

(b)           the counterparty in respect of such Hedging Obligations, in its capacity as a holder or beneficiary of such Subordinated Lien, executes and delivers a joinder to the General Intercreditor Agreement in accordance with the terms thereof or otherwise becomes subject to the terms of the General Intercreditor Agreement; and

(c)           all other requirements set forth in the General Intercreditor Agreement have been complied with (and the satisfaction of such requirements will be conclusively established if the Issuer delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Hedging Obligations are “Subordinated Lien Debt”); and

(3)           for purposes of the definition of “Restricted Payments,” the Senior Unsecured Loan.

“Subordinated Lien Documents” has the meaning given to such term in the General Intercreditor Agreement.

“Subordinated Lien Obligations” has the meaning given to such term in the General Intercreditor Agreement.

“Subordinated Lien Representative” means, in the case of any future Series of Subordinated Lien Debt, the trustee, agent or representative of the holders of such Series of Subordinated Lien Debt that (1) is appointed as a Subordinated Lien Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Subordinated Lien Debt, together with its successors in such capacity, and (2) has become a party to

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the  General Intercreditor Agreement (by executing a joinder in the form required under the General Intercreditor Agreement) and any other intercreditor agreement, if applicable.

“Subsidiary” means, with respect to any specified Person:

(1)           any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person (or a combination thereof); and

(2)           any partnership (a) the sole general partner or the managing general partner of which is such Person or a subsidiary of such Person or (b) the only general partners of which are such Person or one or more subsidiaries of such Person (or any combination thereof).

“Subsidiary Guarantor” means a Guarantor that is a Restricted Subsidiary of the Issuer.

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 1, 2013; provided, however, that if the period from the redemption date to April 1, 2013, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means Wells Fargo Bank, National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means (i) any Securitization Subsidiary and (ii) any Subsidiary of the Issuer that is designated as an Unrestricted Subsidiary pursuant to a resolution of the Issuer’s or Parent’s Board of Directors in compliance with Section 4.16 hereof, and any Subsidiary of such Subsidiary.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock at any date, the number of years obtained by dividing:

(1)           the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or liquidation or face value, including payment at final maturity or redemption, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)           the then outstanding principal or liquidation or face value amount of such Indebtedness or Disqualified Stock.

“Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or Investments by foreign nationals mandated by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

Section 1.02.Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11
“After-Acquired Property”	10.09
“Asset Sale Offer”	3.09
“Authentication Order”	2.02
“Calculation Date”	1.01
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“Legal Defeasance”	8.02
“Mortgage”	10.09
“Mortgaged Property”	10.09
“Mortgaged Policy/ies”	10.09
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Permitted Debt”	4.09
“Payment Default”	6.01
“Purchase Date”	3.09
“Refunding Capital Stock”	4.07
“Registrar”	2.03
“Restricted Payments”	4.07
“relevant transactions”	1.01

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Section 1.03.Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee;

“issuer” means the Issuer; and

“obligor” on the Notes and the Note Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Notwithstanding the foregoing, the TIA and the terms and provisions thereof shall not apply to this Indenture until such time as the Notes are registered under the Securities Act and this Indenture is qualified under the TIA.

Section 1.04.Rules of Construction.

Unless the context otherwise requires:

(1)           a term has the meaning assigned to it;

(2)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)           “or” is not exclusive;

(4)           words in the singular include the plural, and in the plural include the singular;

(5)           “will” shall be interpreted to express a command;

(6)           provisions apply to successive events and transactions;

(7)           references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time;

(8)           any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

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(9)           the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision; and

(10)         the phrase “in writing” as used herein shall be deemed to include .pdf attachments and other electronic means of transmission, unless otherwise indicated.

ARTICLE 2
THE NOTES

Section 2.01.Form and Dating.

(a)           General.  The Notes and the Trustee’s certificate of authentication included therein will be substantially in the form of Exhibits A1 and A2 hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.  Each Note will be dated the date of its authentication.  The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)           Global Notes.  Notes issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)           Temporary Global Notes.  Notes offered and sold in reliance on Regulation S will be issued initially substantially in the form of Exhibit A2 hereto, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at the Corporate Trust Office of the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.  The Restricted Period will be terminated upon the receipt by the Trustee of:

(1)           a written certificate from the Depositary, if available, together with copies of certificates from Euroclear and Clearstream, if available, certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in

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a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof);

(2)           an Officers’ Certificate from the Issuer; and

(3)           an Opinion of Counsel.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.  Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note.  The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d)           Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02.Execution and Authentication.

At least one Officer must sign the Notes for the Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee.  The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Issuer signed by two Officers (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes.  The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be fully protected in relying upon such written order and an Opinion of Counsel which shall state the following opinions in substantially the forms provided below:

(1)           that the terms of such Notes have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture;

(2)           that such Notes, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and

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(3)           to the extent that the form of such Notes has been established by a supplemental indenture, that such supplemental indenture, when executed and delivered by the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute a valid and legally binding obligation of the Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03.Registrar and Paying Agent.

The Issuer will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar will keep a register of the Notes and of their transfer and exchange.  The Issuer may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Issuer will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Issuer or any of its respective Subsidiaries may act as Paying Agent or Registrar.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04.Paying Agent to Hold Money in Trust.

The Issuer will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, and interest or Additional Interest, if any, on, the Notes, and will notify the Trustee of any default in writing by the Issuer in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) will have no further liability for the money.  If the Issuer or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent for the Notes.

Section 2.05.Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders.  If the Trustee is not the Registrar, the Issuer will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

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Section 2.06.Transfer and Exchange.

(a)           Transfer and Exchange of Global Notes.  Except as otherwise set forth in this Section 2.06, a Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  All Global Notes may be exchanged by the Issuer for Definitive Notes if:

(1)           the Issuer delivers to the Trustee notice from the Depositary that (a) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes and the Issuer fails to appoint a successor Depositary within 90 days of delivery of such notice or (b) it has ceased to be a clearing agency registered under the Exchange Act and the Issuer fails to appoint a successor depositary within 90 days of delivery of such notice; or

(2)           there has occurred and is continuing a Default or Event of Default with respect to the Notes and a Holder requests that its Global Note be exchanged for a Definitive Note.

Definitive Notes delivered in exchange for any Global Note or beneficial interests in Global Notes shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in Section 2.06(g), unless that legend is not required by law.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note except for Definitive Notes issued subsequent to any of the events in Section 2.06(a)(1) or 2.06(a)(2) hereof and pursuant to Section 2.06(c) hereof.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b)           Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1), (2), (3) or (4) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)           Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers set forth in this Section 2.06(b)(1).

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(2)           All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A)          both:

(i)            a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)           instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B)           both:

(i)            a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)           instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above;

provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3)           Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) hereof and the Registrar receives the following:

(A)          if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B)           if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof.

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(4)           Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) hereof and:

(A)          such transfer is effected pursuant to an effective registration statement; or

(B)           the Registrar receives the following:

(i)            if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii)           if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (A) or (B) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (A) or (B) above.

(c)           Transfer or Exchange of Beneficial Interests for Definitive Notes.  Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(1)           If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in Section 2.06(a)(1) or 2.06(a)(2) hereof and receipt by the Registrar of the following documentation:

(A)          if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

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(B)           if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)           if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)          if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)           if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)           if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)           Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.  Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3)           Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in Section 2.06(a)(1) or 2.06(a)(2) hereof and if:

(A)          such transfer is effected pursuant to an effective registration statement; or

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(B)           the Registrar receives the following:

(i)            if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii)           if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4)           Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in Section 2.06(a)(1) or 2.06(a)(2) hereof and satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant.  The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d)           Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1)           Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)          if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

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(B)           if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)           if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)          if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)           if such Restricted Definitive Note is being transferred to the Issuer or any of the Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)           if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the Restricted Global Note, in the case of clause (B) above, the 144A Global Note and in the case of clause (C) above, the appropriate Regulation S Global Note.

(2)           Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)          such transfer is effected pursuant to an effective registration statement; or

(B)           the Registrar receives the following:

(i)            if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii)           if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3)           Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

(e)           Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)           Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)          if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)           if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)           if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2)           Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)          such transfer is effected pursuant to an effective registration statement; or

(B)           the Registrar receives the following:

(i)            if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

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(ii)           if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)           Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)            Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:

(1)           one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal or through the DTC Automated Tender Offer Program that (A) they are not broker-dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer; and

(2)           Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not broker-dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer.

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

(g)           Legends.  The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)           Private Placement Legend.

(A)          Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES

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ACT’’) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ (AS DEFINED IN RULE 144A UNDER THE ‘‘SECURITIES ACT’’) (A ‘‘QIB’’) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFF-SHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,

(2) AGREES THAT IT WILL NOT, WITHIN, THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB OR AN ACCREDITED INVESTOR PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB OR AN ACCREDITED INVESTOR, RESPECTIVELY, IN

COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT

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THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.

(B)           Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2)           Global Note Legend.  Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

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(3)           Regulation S Temporary Global Note Legend.  The Regulation S Temporary Global Note will bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

(h)           Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)            General Provisions Relating to Transfers and Exchanges.

(1)           To permit registrations of transfers and exchanges, the Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2)           No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14, and 9.05 hereof).

(3)           The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4)           All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)           Neither the Registrar nor the Issuer will be required:

(A)          to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of any notice of redemption of Notes under Section 3.02 hereof and ending at the close of business on the day of mailing;

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(B)           to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part;

(C)           to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date; or

(D)          to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or Asset Sale Offer.

(6)           Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(7)           The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8)           All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronically via .pdf.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Section 2.07.Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met.  An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Issuer may charge for their expenses in replacing a Note which may include any expenses of the Trustee.

Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08.Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected

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by the Trustee in accordance with the provisions hereof, and those set forth in this Section 2.08 as not outstanding.  Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; however, Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09.Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in conclusively relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.10.Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order and Opinion of Counsel, will authenticate temporary Notes.  Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuer will prepare and the Trustee will authenticate Definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11.Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes (subject to the record retention requirement of the Exchange Act) in accordance with its customary procedures.  The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12.Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof.  The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to

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be paid on each Note and the date of the proposed payment.  The Issuer will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest.  At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13.CUSIP and ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may by placed only on the other identification numbers printed on the Notes and any such repurchase shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the “CUSIP” and “ISIN” numbers.

ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01.Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 15 days but not more than 60 days before a redemption date (or such other time period as may be acceptable to the Trustee), an Officers’ Certificate setting forth:

(1)           the clause of this Indenture pursuant to which the redemption shall occur;

(2)           the redemption date;

(3)           the principal amount of Notes to be redeemed; and

(4)           the redemption price.

Section 3.02.Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis (or, in the case of Global Notes, based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depositary requirements.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.  No Notes of $2,000 or less shall be redeemed in part.  Notes and portions of Notes selected will be in amounts of $2,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

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Section 3.03.Notice of Redemption.

At least 15 days but not more than 60 days before a redemption date, the Issuer shall send electronically or mail by first class mail or as otherwise provided in accordance with the procedures of DTC, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 hereof.

The notice will identify the Notes to be redeemed and shall state:

(1)           the redemption date;

(2)           the redemption price;

(3)           if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued in the name of the Holder thereof upon cancellation of the original Note;

(4)           the name and address of the Paying Agent;

(5)           that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)           that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7)           the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8)           that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes;

(9)           any condition to such redemption as permitted by the last sentence of Section 3.04 hereof; and

(10)         the CUSIP number.

At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the Issuer has delivered to the Trustee, at least 45 days (or such shorter time period as may be acceptable to the Trustee) prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in this Section 3.03.

Section 3.04.Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become due and payable on the redemption date at the redemption price.  Interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date, unless the Issuer defaults in making the applicable redemption payment.  Notices of redemption may be given prior to the completion

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thereof, and any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the Qualified Equity Offering.

Section 3.05.Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. Eastern Time (or such later time as has been agreed to by Paying Agent or the Trustee) on the redemption or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased on that date.  Upon the payment of any amount in connection with a redemption, the Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase.  If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06.Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.  No Notes in denominations of $2,000 or less shall be redeemed in part.

Section 3.07.Optional Redemption.

(a)           At any time prior to April 1, 2013, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (together with any Additional Notes), upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 109.50% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest (if any) thereon to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with all or a portion of the net cash proceeds of one or more Qualified Equity Offerings; provided that:

(1)           at least 55% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and

(2)           the redemption must occur within 90 days of the date of the closing of such Qualified Equity Offering.

(b)           At any time prior to April 1, 2013, the Issuer may, on any one or more occasions, redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued

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and unpaid interest and Additional Interest (if any) thereon to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(c)           At any time and from time to time, but not more than once in any twelve-month period, prior to April 1, 2013, the Issuer may redeem, in aggregate, the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of Notes issued under this Indenture (together with any Additional Notes), upon not less than 15 nor more than 60 days’ notice, at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest thereon, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(d)           Except pursuant to Sections 3.07(a), 3.07(b) and 3.07(c), the Notes will not be redeemable at the Issuer’s option prior to April 1, 2013.

(e)           On or after April 1, 2013, the Issuer may redeem all or a part of the Notes upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2013	107.125	%
2014	104.750	%
2015 and thereafter	100.000	%

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(f)            Any redemption pursuant to this Section 3.07 shall be made in accordance with the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08.Mandatory Redemption.

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09.Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Issuer is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and all holders of other Notes Priority Debt containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets.  The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other Notes Priority Debt (on a pro rata basis based on the principal amount of Notes and such other Notes Priority Debt surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response

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to the Asset Sale Offer.  Payment for any Notes so purchased will be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no Additional Interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, an authorized Officer of the Issuer will send electronically or mail by first class mail or as otherwise provided in accordance with the procedures of DTC, a written notice to the Trustee and each of the Holders, with a copy to the Trustee.  The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.  The notice, which will govern the terms of the Asset Sale Offer, will state:

(1)           that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open;

(2)           the Offer Amount, the purchase price and the Purchase Date;

(3)           that any Note not tendered or accepted for payment will continue to accrue interest;

(4)           that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date;

(5)           that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or an integral multiple of $1,000 in excess thereof;

(6)           that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(7)           that Holders will be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8)           that, if the aggregate principal amount of Notes and other Notes Priority Debt surrendered by holders thereof exceeds the Offer Amount, the Issuer will select the Notes and other Notes Priority Debt to be purchased on a pro rata basis based on the principal amount of Notes and such other Notes Priority Debt surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased); and

(9)           that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

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On or before the Purchase Date, the Issuer, to the extent lawful, will accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09.  The Issuer, the Depositary or the Paying Agent, as the case may be, will, not later than three Business Days after the Issuer accepts the Offer Amount, mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that such Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.  Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.  The Issuer will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4
COVENANTS

Section 4.01.Payment of Notes.

The Issuer will pay or cause to be paid all principal, interest, premium and Additional Interest, if any, on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds as of 12:00 p.m. Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due.

The Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.  The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period), at the same rate to the extent lawful.

Section 4.02.Maintenance of Office or Agency.

The Issuer will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be the Corporate Trust Office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind

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such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.  The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03.Reports.

(a)           Whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Issuer will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes or post on its website or file with the SEC:

(1)           all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Issuer’s certified independent accountants, which reports shall be filed within the time period specified in the SEC’s rules and regulations; and

(2)           as soon as practicable, and in any event within the time periods specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports;

provided, however, that if the last day of any such time period is not a Business Day, such report will be due on the next succeeding Business Day.  Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

(b)           All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports, except that such reports (i) will not be required to contain separate financial information for Subsidiary Guarantors or Subsidiaries whose securities are pledged to secure the Notes that would be required under Rule 3-16 of Regulation S-X promulgated by the SEC and (ii) will not be subject to the TIA.

(c)           In addition, whether or not required by the SEC, after the consummation of the exchange offer or the effectiveness of a shelf registration statement, the Issuer will file a copy of all of the information and reports referred to in clauses (a)(1) and (a)(2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) for a filer that is a “non-accelerated filer” (as defined in such rules and regulations).

(d)           Notwithstanding the foregoing, prior to the consummation of the exchange offer or the effectiveness of a shelf registration statement, the Issuer’s reports referred to in clauses (a)(1) and (a)(2) above will not be required to (1) comply with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC, (2) include a report from management or an auditor’s attestation report as to the Issuer’s internal control over financial reporting that would be required pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the certifications from the Issuer’s chief executive officer and chief financial officer that would be required by Sections 302 or 906 of the Sarbanes-Oxley Act of 2002, as amended or (3) contain the disclosure that would be required to be filed with the SEC pursuant to Item 5.02(e) of Form 8-K.

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(e)           The Issuer or Parent will also hold a quarterly conference call to discuss such financial information.  Prior to the conference call, the Issuer or Parent shall issue a press release to the appropriate wire services announcing the time and date of such conference call and, unless the call is to be open to the public, direct Holders of Notes, securities analysts and prospective investors to contact the office of the Issuer’s chief financial officer to obtain access.  If Parent or the Issuer is holding a conference call open to the public to discuss the most recent quarter’s financial performance, Parent and the Issuer will not be required to hold a second, separate call just for the Holders of the Notes.

(f)            The Issuer or Parent will maintain a public or non-public website on which Holders of Notes, prospective investors and securities analysts are given access to the quarterly and annual financial information and details of the quarterly conference call described above.  If the website containing the financial reports is not available to the public, the Issuer or Parent will direct Holders of Notes, prospective investors and securities analysts on its publicly available website to contact the Issuer’s chief financial officer to obtain access to the non-public website.

(g)           If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) hereof will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto or elsewhere in the quarterly or annual reports, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.

(h)           If Parent or any other direct or indirect Parent of the Issuer or any successor thereto files reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with the time periods specified in Section 4.03(a) hereof, then the Issuer shall be deemed to comply with this Section 4.03, provided that the same are accompanied by consolidating information as required by Rule 3-10 of Regulation S-X (or any successor provision).  If Parent enters into a merger or consolidation transaction with a person that continues to file reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or otherwise, then the Issuer shall be deemed to comply with this Section 4.03; provided that the same are accompanied by consolidating information as required by Rule 3-10 of Regulation S-X (or any successor provision).

(i)            In addition, the Issuer and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by clauses (a)(1) and (a)(2) above, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(j)            Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements set forth in this Section 4.03 for purposes of Section 6.01(4) until 30 days after the date any report required to be provided by this Section 4.03 is due, and any failure to comply with this Section 4.03 shall be automatically cured when the Issuer or Parent provides all required reports to the Holders of Notes or files all required reports with the SEC.

Section 4.04.Compliance Certificate.

(a)           The Issuer shall deliver to the Trustee, annually within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of a signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture,

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and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b)           So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, within 30 days of any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default, unless such Default or Event of Default has been cured before the end of the 30 day period, and what action the Issuer is taking or proposes to take with respect thereto.

Section 4.05.Taxes.

The Issuer will pay or discharge, and will cause each of its Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06.Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors covenant (to the extent that it may lawfully do so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07.Restricted Payments.

(a)           The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)           declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (A) payable in Equity Interests (other than Disqualified Stock) of the Issuer or to the Issuer or a Restricted Subsidiary of the Issuer or (B) payable by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(2)           purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer held by Persons other than the Issuer or any Restricted Subsidiary of the Issuer;

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(3)           make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any, Subordinated Lien Debt or any Indebtedness of the Issuer or any Subsidiary Guarantor that is unsecured or contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Issuer and any of the Guarantors), except payments of (x) interest, (y) principal at the Stated Maturity thereof (or the satisfaction of a sinking fund obligation) or (z) principal and accrued interest, due within one year of the date of such payment, purchase, redemption, defeasance, acquisition or retirement; or

(4)           make any Restricted Investment

(all such restricted payments and other restricted actions set forth in clauses (1) through (4) above (other than any exceptions thereto) being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1)           no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2)           the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(3)           such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the date of this Indenture permitted by the provisions set forth in clauses (1), (6), (7), (8), (9), (11), (12)(C), (D) and (E) (in the case of these subsections of clause (12), to the extent it qualifies as selling, general and administrative expenses of Parent on a standalone basis), (13) and (14) of Section 4.07(b), is less than the sum, without duplication, of:

(A)          50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the first fiscal quarter after the date of this Indenture to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(B)           100% of the aggregate net cash proceeds and the Fair Market Value of assets received by the Issuer  since the date of this Indenture as a contribution to its equity capital or from the issue or sale of Equity Interests of the Issuer or from the issue or sale of Equity Interests of any direct or indirect parent of the Issuer to the extent such net cash proceeds are actually contributed to the Issuer as equity (other than Excluded Contributions, Refunding Capital Stock, Disqualified Stock and Designated Preferred Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Issuer), plus

(C)           the net cash proceeds and the Fair Market Value of assets received by the Issuer or any Restricted Subsidiary of the Issuer from (i) the disposition, sale, liquidation, retirement or redemption of all or any portion of any Restricted Investment made after the date of this Indenture, net of disposition costs and repurchases and redemptions of such

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Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, and (ii) the sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of an Unrestricted Subsidiary, plus

(D)          without duplication, (i) to the extent that any Unrestricted Subsidiary of the Issuer that was designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary, the Fair Market Value of the Issuer’s direct or indirect Investment in such Subsidiary as of the date of such redesignation, plus (ii) an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of the principal of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Issuer to the Issuer or any Restricted Subsidiary of the Issuer after the date of this Indenture, except, in each case, to the extent that any such Investment or net reduction in Investment is included in the calculation of Consolidated Net Income or were used to reduce Permitted Investments, plus

(E)           without duplication, in the event the Issuer or any Restricted Subsidiary of the Issuer makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of the Issuer, an amount equal to the Fair Market Value of the existing Investment in such Person made after the date of this Indenture that was previously treated as a Restricted Payment.

(b)           The provisions of Section 4.07(a) hereof will not prohibit:

(1)           the payment of any dividend or distribution or the consummation of any redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, as the case may be, if at said date of declaration or notice such payment would have complied with the provisions of this Indenture;

(2)           (A)  the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer (other than any Disqualified Stock or any Equity Interests sold to a Restricted Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer) or from substantially concurrent contributions to the equity capital of the Issuer (collectively, including any such contributions, “Refunding Capital Stock”); and

(B)           the declaration and payment of accrued dividends on any Equity Interests redeemed, repurchased, retired, defeased or acquired out of the proceeds of the sale of Refunding Capital Stock within 45 days of such sale;

provided that the amount of any such proceeds or contributions that are utilized for any Restricted Payment pursuant to this clause (2) shall be excluded from the amount set forth in clause (3)(B) of Section 4.07(a) hereof and clause (4) of this Section 4.07(b) and shall not constitute an Excluded Contribution;

(3)           the payment, repayment, defeasance, redemption, repurchase, retirement or other acquisition of (a) Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee or (b) any Subordinated Lien Debt or (c) any Indebtedness of the Issuer or any Guarantor that is unsecured or (d) Disqualified Stock of the Issuer or any Restricted Subsidiary thereof, in each such case of (a) through (d), in exchange for, or out of the net cash proceeds from, an incurrence of Permitted Refinancing Indebtedness;

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(4)           Restricted Investments acquired (a) from the proceeds of a capital contribution to, or out of the net cash proceeds of substantially concurrent contributions to, the equity capital of the Issuer or (b) from the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer) of, or in exchange for Equity Interests of the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer (so long as such proceeds are contributed to the Issuer); provided, that for the purposes hereof, the amount of any such net cash proceeds that are utilized for any such acquisition and the Fair Market Value of any assets so acquired or exchanged shall be excluded from the amount set forth in clause (3)(B) of Section 4.07(a) hereof and clause (2) of this Section 4.07(b) and shall not constitute an Excluded Contribution;

(5)           the repurchase of Equity Interests deemed to occur (i) upon the exercise of options or warrants if such Equity Interests represent all or a portion of the exercise price thereof and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

(6)           the payment of dividends on the Issuer’s common stock (or the payment of dividends to Parent or any other direct or indirect parent of the Issuer to fund the payment of dividends on its common stock) following any public offering of common stock of the Issuer or Parent or any other direct or indirect parent of the Issuer, in an aggregate amount of up to 6.0% per annum of the net proceeds received by the Issuer (or by Parent or any other direct or indirect parent of the Issuer and contributed to the Issuer) from such public offering; provided, however, that the aggregate amount of all such dividends pursuant to this clause (6) since the date of this Indenture shall not exceed the aggregate amount of net proceeds received by the Issuer (or by a direct or indirect parent of the Issuer and contributed to the Issuer) from such public offering;

(7)           the purchase, redemption, retirement or other acquisition for value of any Equity Interests of the Issuer, Parent or any other direct or indirect parent of the Issuer held by any current, future or former director, officer, consultant or employee of the Issuer, Parent or any other direct or indirect parent of the Issuer or any Restricted Subsidiary of the Issuer, or their estates or the beneficiaries of such estates (including the payment of dividends and distributions to Parent or any other direct or indirect parent of the Issuer to enable Parent or such other parent to repurchase Equity Interests owned by its directors, officers, consultants and employees), in an amount not to exceed $5.0 million in any calendar year; provided that the Issuer may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of purchases, redemptions, acquisitions or retirements for value (and dividends and distributions) permitted to have been but not made in any preceding calendar year up to a maximum of $10.0 million in any calendar year; provided, further, that such amounts will be increased by (a) the cash proceeds from the sale after the date of this Indenture of Equity Interests of the Issuer or, to the extent contributed to the Issuer, Equity Interests of Parent or any other direct or indirect parent of the Issuer, in each case to directors, officers, consultants or employees of Parent, the Issuer, or any other direct or indirect parent of the Issuer or any Restricted Subsidiary of the Issuer after the date of this Indenture, plus (b) the cash proceeds of key man life insurance policies received by the Issuer, its Restricted Subsidiaries, Parent or any other direct or indirect parent of the Issuer and contributed to the Issuer after the date of this Indenture, in the case of each of clauses (a) and (b), to the extent such net cash proceeds are not otherwise applied to make or otherwise increase the amounts available for Restricted Payments pursuant to clause (3)(B) of the preceding paragraph (a) or clauses (2), (4) or (16) of this paragraph (b);

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(8)           upon the occurrence of a Change of Control (or similarly defined term in other Indebtedness) and within 90 days after completion of the offer to repurchase Notes and other Notes Priority Obligations pursuant to Section 4.14 hereof (including the purchase of all Notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Lien Debt or any Indebtedness of the Issuer or any Guarantor that is unsecured or contractually subordinated to the Notes or to any Note Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control (or similarly defined term in other Indebtedness), at a purchase price not greater than 101% of the outstanding principal amount or liquidation preference thereof (plus accrued and unpaid interest and liquidated damages, if any);

(9)           within 90 days after completion of any offer to repurchase Notes or other Notes Priority Obligations pursuant to Section 4.10 hereof (including the purchase of all Notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Lien Debt or any Indebtedness of the Issuer or any Guarantor that is unsecured or contractually subordinated to the Notes or to any Note Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Sale (or similarly defined term in such other Indebtedness), at a purchase price not greater than 100% of the outstanding principal amount or liquidation preference thereof (plus accrued and unpaid interest and liquidated damages, if any);

(10)         payments or distributions, in the nature of satisfaction of dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of this Indenture applicable to mergers, consolidations and transfers of all or substantially all the property and assets of the Issuer;

(11)         the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of the Issuer or Parent or any direct or indirect parent of the Issuer (and payments of dividends to Parent or any direct or indirect parent of the Issuer for such purposes);

(12)         the declaration and payment of dividends or distributions by the Issuer or any Restricted Subsidiary to, or the making of loans to, Parent or any other direct or indirect parent of the Issuer in amounts sufficient for Parent or any other direct or indirect parent of the Issuer to pay, in each case without duplication:

(A)          franchise and excise taxes and other fees, taxes and expenses, in each case, to the extent required to maintain their corporate existence, and any taxes required to be withheld and paid by Parent or any other direct or indirect parent of the Issuer;

(B)           with respect to any taxable period during which the Issuer or any of its Subsidiaries is a member of a consolidated, unitary, combined or similar income tax group in which Parent (or the direct or indirect parent of Parent) is the common parent, the portion of its consolidated, unitary, combined or similar U.S. federal, state, local and/or non-U.S. income taxes (as applicable) of such income tax group attributable to the income of the Issuer and any of its Subsidiaries, in an amount not to exceed the income tax liabilities that would have been payable by the Issuer and/or its Subsidiaries (as applicable) on a stand-alone basis (or as a stand alone group), reduced, in each case, by any such income taxes paid or to be paid directly by the Issuer or its Subsidiaries; provided that the amount of any such payments attributable to any income of an Unrestricted Subsidiary

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shall be limited to the cash distributions made by such Unrestricted Subsidiary to the Issuer or its Restricted Subsidiaries for such purpose;

(C)           (1) customary salary, bonus and other benefits payable to officers and employees of Parent or any other direct or indirect parent of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries and (2) any reasonable and customary indemnification claims made by directors or officers of the Issuer, Parent or any other direct or indirect parent of the Issuer;

(D)          general corporate administrative, operating and overhead costs and expenses of Parent or any other direct or indirect parent of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

(E)           fees and expenses related to any equity or debt offering or acquisition by Parent or such other parent entity (whether or not successful);

(13)         the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries and preferred stock of any Restricted Subsidiary issued or incurred in accordance with Section 4.09 hereof  to the extent such dividends are included in the definition of “Fixed Charges”;

(14)         the declaration and payment of dividends or distributions:

(A)          to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of the Issuer issued after the date of this Indenture;

(B)           to Parent or any other direct or indirect parent of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of Parent or any other direct or indirect parent of the Issuer issued after the date of this Indenture; provided, however, that the aggregate amount of dividends declared and paid pursuant to this clause (14)(B) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock; and

(C)           on Refunding Capital Stock that is preferred stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of (A), (B) and (C) of this clause (14), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is preferred stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(15)         other Restricted Payments in an amount which, taken together with all other Restricted Payments made pursuant to this clause (15), do not exceed $25.0 million;

(16)         the Refinancing Transaction;

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(17)         Restricted Payments in an aggregate amount not to exceed the amount of all Excluded Contributions;

provided that, in the case of clauses (4) and (6) through (9) above, no Default or Event of Default has occurred and is continuing or would occur as a consequence thereof.

(c)           The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.  In determining whether any Restricted Payment is permitted by this Section 4.07, the Issuer and its Restricted Subsidiaries may allocate all or any portion of such Restricted Payment among the categories set forth in clauses (1) through (17) of Section 4.07(b) or among such categories and the types of Restricted Payments set forth in Section 4.07(a) (including categorization in whole or in part as a Permitted Investment); provided that, at the time of such allocation, each Restricted Payment, or allocated portions thereof, would be permitted under the various provisions of this Section 4.07 into which such particular Restricted Payment is allocated;  and provided further that the Issuer and its Restricted Subsidiaries may reclassify all or a portion of such Restricted Payment or Permitted Investment in any manner that complies with this Section 4.07, and following such reclassification such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only the clause or clauses of this Section 4.07 to which such Restricted Payment or Permitted Investment has been reclassified.  The cancellation of Indebtedness owing to the Issuer from members of management, directors or consultants of the Issuer, any of its direct or indirect parents, Parent or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parents or Parent will not be deemed to constitute a Restricted Payment for purposes of this Indenture.

Section 4.08.Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)           The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1)           pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Issuer or any of its Restricted Subsidiaries or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2)           make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3)           transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b)           The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions:

(1)           existing under, by reason of or with respect to the ABL Documents, Indebtedness existing on the Issue Date, or any other agreements in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those in effect on the date of this Indenture;

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(2)           existing under, by reason of or with respect to any other Credit Facility of the Issuer permitted under this Indenture; provided that the applicable encumbrances and restrictions contained in the agreement or agreements governing the other Credit Facility are not materially more restrictive, taken as a whole, than those contained in the ABL Credit Facility (with respect to other credit agreements) or this Indenture (with respect to other indentures), in each case as in effect on the date of this Indenture;

(3)           existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order;

(4)           with respect to any Person or the property or assets of a Person acquired by the Issuer or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacement or refinancings are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the ABL Credit Facility, this Indenture, Indebtedness existing on the Issue Date or such other agreements as in effect on the date of the acquisition;

(5)           in the case of the provision set forth in clause (3) of Section 4.08(a) hereof:

(A)          that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;

(B)           existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Issuer or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture;

(C)           existing under, by reason of or with respect to (i) purchase money obligations for property acquired in the ordinary course of business or (ii) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby; or

(D)          arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary thereof;

(6)           existing under, by reason of or with respect to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements arising in connection with the entering into of such transactions;

(7)           existing under, by reason of or with respect to any agreement for the sale or other disposition of some or all of the Capital Stock of, or any property and assets of, a Restricted Subsidiary that restricted distributions by that Restricted Subsidiary pending the closing of such sale or other disposition;

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(8)           existing under, by reason of or with respect to Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9)           restricting cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(10)         existing under, by reason of or with respect to customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(11)         existing under, by reason of or with respect to (a) this Indenture, the Notes (and any Additional Notes), the Note Guarantees and the Security Documents (including any exchange notes or exchange guarantees issued pursuant to the Registration Rights Agreement), (b) the Senior Unsecured Loan and the documents related thereto, (c) the Intercreditor Agreements or (d) any amendments, supplements, modifications, restatements, replacements, renewals, refundings, restructurings, increases or refinancing of any of the foregoing;

(12)         existing under, by reason of or with respect to Indebtedness of the Issuer or a Restricted Subsidiary not prohibited to be incurred under this Indenture; provided that (a) such encumbrances or restrictions are ordinary and customary in light of the type of Indebtedness being incurred and the jurisdiction of the obligor and (b) such encumbrances or restrictions will not affect in any material respect the Issuer’s or any Guarantor’s ability to make principal and interest payments on the Notes, as determined in good faith by the Issuer;

(13)         consisting of customary restrictions pursuant to any Permitted Receivables Financing; and

(14)         existing under, by reason of or with respect to, any Notes Priority Debt.

For purposes of determining compliance with this Section 4.08, (a) the priority of any preferred stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (b) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Section 4.09.Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a)           The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt) or issue any shares of Disqualified Stock, and the Issuer will not permit any of its Restricted Subsidiaries to issue any preferred stock (other than in each case Disqualified Stock or preferred stock of Restricted Subsidiaries held by the Issuer or a Restricted Subsidiary, so long as so held); provided, however, that (i) the Issuer or any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) and issue Disqualified Stock and (ii) any Subsidiary Guarantor may issue preferred stock, if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified

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Stock or preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred, at the beginning of such four-quarter period.

(b)           The provisions of Section 4.09(a) hereof will not prohibit the incurrence or issuance of any of the following (collectively, “Permitted Debt”):

(1)           Indebtedness incurred by the Issuer or any Subsidiary Guarantor (as borrower, co-borrower, guarantor, obligor, co-obligor or otherwise) under one or more Credit Facilities (including the ABL Credit Facility) in an aggregate principal amount at any one time outstanding under the provision described in this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed an amount equal to the greater of (A) $70.0 million and (B) the Borrowing Base as of the date of such incurrence;

(2)           Indebtedness incurred by the Issuer and the Subsidiary Guarantors represented by the Notes and the Note Guarantees issued on the date of this Indenture, plus any exchange notes and exchange guarantees issued in exchange thereof pursuant to the Registration Rights Agreement (for the sake of clarity, this clause (2) shall not permit additional notes, but shall permit exchange notes and related exchange guarantees to be issued pursuant to a registration rights agreement in exchange for Additional Notes otherwise permitted to be incurred hereunder);

(3)           The Senior Unsecured Loan incurred by the Issuer and the Subsidiary Guarantors on the date of this Indenture in an aggregate principal amount of $125.0 million;

(4)           Indebtedness of the Issuer and the Subsidiary Guarantors existing on the Issue Date (other than Indebtedness described in clauses (1), (2) and (3);

(5)           Indebtedness of the Issuer or any of its Restricted Subsidiaries (including without limitation Capital Lease Obligations, mortgage financings or purchase money obligations), Disqualified Stock issued by the Issuer or any Restricted Subsidiary and preferred stock issued by any Restricted Subsidiary, in each case  incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets used in the business of the Issuer or such Restricted Subsidiary or in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets (but no other material assets)), in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision set forth in this clause (5), not to exceed as of any date of incurrence the greater of (a) 3.75% of the Issuer’s Consolidated Total Assets and (b) $25.0 million;

(6)           Permitted Refinancing Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred or Disqualified Stock or preferred stock permitted to be issued under Section 4.09(a) hereof or clause (2), (3), (4), (6), (9), (10) or (19) of this Section 4.09(b);

(7)           intercompany Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries and owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that:

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(A)          if the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness, and the payee is a Person other than the Issuer or a Subsidiary Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and

(B)           (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by the provisions set forth in this clause (7);

(8)           (A) the Guarantee by the Issuer or any of the Subsidiary Guarantors of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this Section 4.09, (B) the Guarantee by any Foreign Subsidiary, New US LLC 1 or New US LLC 2 of Indebtedness of another Foreign Subsidiary of the Issuer or New US LLC 1 or New US LLC 2 that was permitted to be incurred by another provision of this Section 4.09, (C) any Guarantee by a Restricted Subsidiary of the Issuer of Indebtedness of the Issuer (so long as such Restricted Subsidiary also guarantees the Notes if required pursuant to Section 4.17 hereof) or (D) any Guarantee by a Subsidiary Guarantor of any Indebtedness of any Subsidiary Guarantor;

(9)           (x) Indebtedness, Disqualified Stock or preferred stock of the Issuer or any of its Subsidiary Guarantors incurred to finance an acquisition or (y) Acquired Debt; provided that, in either case, after giving effect to the transactions that result in the incurrence or issuance thereof, on a pro forma basis, either (A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this Section 4.09 or (B) the Fixed Charge Coverage Ratio for the Issuer would be greater than immediately prior to such transactions;

(10)         preferred stock of a Restricted Subsidiary of the Issuer issued to the Issuer or another Restricted Subsidiary of the Issuer; provided that (a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (b) any sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary thereof will be deemed, in each case, to constitute an issuance of such preferred stock that was not permitted by the provision set forth in this clause (10);

(11)         ABL Debt of the Issuer or any Subsidiary Guarantor under the following: (A) ABL Hedge Agreements that are incurred in the ordinary course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (B) ABL Bank Products in the ordinary course of business and (C) ABL Cash Management Agreements in the ordinary course of business;

(12)         additional Indebtedness of the Issuer or any of its Restricted Subsidiaries incurred in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant

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to the provision set forth in this clause (12), not to exceed as of any date of incurrence the greater of 5.0% of the Issuer’s Consolidated Total Assets and $35.0 million;

(13)         Indebtedness incurred by the Issuer or any Restricted Subsidiary of the Issuer to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes;

(14)         Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business;

(15)         Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business;

(16)         Guarantees (A) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (B) otherwise constituting Investments permitted under this Indenture;

(17)         Indebtedness of Foreign Subsidiaries, New US LLC 1 and New US LLC 2  incurred in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision set forth in this clause (17), not to exceed as of any date of incurrence $25.0 million;

(18)         Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to any current, future or former director, officer, consultant or employee of the Issuer, the direct or indirect parent of the Issuer or any Restricted Subsidiary of the Issuer (or any of their Affiliates), or their estates or the beneficiaries of such estates to finance the purchase, redemption, acquisition or retirement for value of Equity Interests permitted by clause (2) of Section 4.07(b) in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision set forth in this clause (18), not to exceed $2.5 million as of any date of incurrence;

(19)         Contribution Indebtedness;

(20)         (A)  Indebtedness incurred in connection with any permitted Sale and Leaseback Transaction and any refinancing, refunding, renewal or extension of any such Indebtedness; provided that, except to the extent otherwise permitted hereunder, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and the direct and contingent obligors with respect to such Indebtedness are not changed; provided further that the Attributable Debt with respect to all Sale and Leaseback Transactions and any refinancing, refunding, renewal or extension in respect thereof shall not exceed as of any date of incurrence $40.0 million in the aggregate;

(B)           Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the ordinary course of business;

(C)           Indebtedness representing deferred compensation to employees of the Issuer (or any direct or indirect parent of the Issuer) and its Restricted Subsidiaries incurred in the ordinary course of business; and

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(21)         cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts.

For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness or preferred stock meets the criteria of more than one of the categories of Permitted Debt set forth in clauses (1) through (21) above, or is entitled to be incurred or issued pursuant to the first paragraph of this Section 4.09, the Issuer, in its sole discretion, will be permitted to divide and classify at the time of its incurrence or issuance, and may from time to time divide or reclassify, all or a portion of such item of Indebtedness or Disqualified Stock or preferred stock such that it will be deemed to have been incurred pursuant to one or more of such clauses (in whole or in part) or Section 4.09(a) to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause or Section 4.09(a) at the time of such reclassification (including in part pursuant to one or more clauses and/or in part pursuant to Section 4.09(a)); provided, however, that Indebtedness under an ABL Credit Facility may only be incurred under clauses (1) and (11) of the definition of Permitted Debt, as applicable.

For the purpose of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred or first committed (in the case of revolving credit debt); provided that if such Indebtedness denominated in a foreign currency is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness.  The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

(c)           Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that may be incurred pursuant to this Section 4.09 will not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.  In addition, for purposes of determining any particular amount of Indebtedness, any Guarantees, Liens or obligations with respect to letters of credit, in each case, supporting Indebtedness otherwise included in the determination of such particular amount, will not be included.

(d)           The Issuer will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantees on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer solely by virtue of being unsecured or by virtue of being secured on a junior priority basis or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

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Section 4.10.Asset Sales.

(a)           The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)           other than in the case of an Event of Loss, the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2)           with respect to Asset Sales involving aggregate consideration in excess of $25.0 million, such Fair Market Value is determined in good faith by the Board of Directors of the Issuer or Parent; and

(3)           other than in the case of an Event of Loss or a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents or a combination thereof; provided that, for purposes of this provision, each of the following shall be deemed to be cash:

(A)          any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or as would be shown on such balance sheet or footnotes if such liability was incurred subsequent to the date of such balance sheet) of the Issuer or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms contractually subordinated in right of payment to the Notes or any Note Guarantee, liabilities to the extent owed to the Issuer or any Restricted Subsidiary of the Issuer and liabilities incurred in contemplation of such Asset Sale) that are assumed by the transferee of any such assets or Equity Interests pursuant to an agreement that releases the Issuer or such Restricted Subsidiary, as the case may be, from further liability, or that are assumed or released as a matter of law;

(B)           any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary, as the case may be, from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days (to the extent of the cash or Cash Equivalents received in that conversion); and

(C)           any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at the time outstanding, not to exceed the greater of (x) $50.0 million and (y) 7.5% of the Issuer’s Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

(b)           Within 365 days after the receipt of any Net Proceeds from an Asset Sale other than (1) a sale of Collateral or (2) a Sale of a Subsidiary Guarantor, the Issuer or such Restricted Subsidiary may apply such Net Proceeds at its option and to the extent it so elects:

(1)           to make one or more Asset Sale Offers to all Holders of Notes and all holders of other Notes Priority Debt on a pro rata basis based on the principal amount of Notes and such other Notes Priority Debt outstanding;

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(2)           if such Asset Sale is by a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness and other obligations of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or a Guarantor;

(3)           to repay any Indebtedness (including the Notes) of the Issuer or any Subsidiary Guarantor (other than any Disqualified Stock or any Indebtedness that is contractually subordinated in right of payment to the Notes), other than Indebtedness owed to Parent, the Issuer or a Restricted Subsidiary of the Issuer; provided that the Issuer shall equally and ratably redeem or repurchase the Notes as set forth in Section 3.07 hereof or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase the Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid;

(4)           to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Issuer;

(5)           to make an Investment in Replacement Assets or make a capital expenditure in or that is used or useful in a Permitted Business; or

(6)           any combination of the foregoing;

provided that the Issuer will be deemed to have complied with the provisions set forth in clauses (4) and (5) of this Section 4.10(b) if and to the extent that, within 365 days after the Asset Sale that generated the Net Proceeds, the Issuer or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Permitted Business, make an Investment in Replacement Assets or make a capital expenditure in compliance with the provision set forth in clauses (4) and (5) of this Section 4.10(b), and that acquisition, purchase, Investment or capital expenditure is thereafter completed within 180 days after the end of such 365-day period.  Pending the final application of any such Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.

(c)           Within 365 days after the receipt of any Net Proceeds from an Asset Sale that constitutes (i) a sale of Collateral or (ii) a Sale of a Subsidiary Guarantor, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply an amount equal to such Net Proceeds:

(1)           (a) to make one or more Asset Sale Offers to all Holders of Notes an all holders of other Notes Priority Debt on a pro rata basis based on the principal amount of Notes and such other Notes Priority Debt outstanding or (b) with respect to Net Proceeds derived from any ABL Priority Collateral, to repay, repurchase or redeem any ABL Obligations; provided that any such Net Proceeds shall be applied in accordance with the General Intercreditor Agreement;

(2)           to make an Investment in other assets or property that would constitute Collateral;

(3)           to make an Investment in Capital Stock of another Permitted Business if, after giving effect to such Investment, the Permitted Business becomes a Subsidiary Guarantor or is merged into or consolidated with the Issuer or any Subsidiary Guarantor;

(4)           to make an Investment in Replacement Assets or to make a capital expenditure with respect to assets, in each case, that constitute Collateral;

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(5)           to repay, repurchase or redeem Notes Priority Obligations; provided that the Issuer shall equally and ratably redeem or repurchase the Notes as set forth in Section 3.07 hereof or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase the Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

(6)           any combination of the foregoing;

provided that the Issuer will be deemed to have complied with the provision set forth in clauses (2), (3) and (4) of this Section 4.10(c) if, and to the extent that, within 365 days after the Asset Sale that generated the Net Proceeds, the Issuer or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to make an Investment in assets or property that would constitute Collateral or make an Investment in Capital Stock of another Permitted Business or to make an Investment in Replacement Assets or to make a capital expenditure with respect to assets that constitute Collateral in compliance with the provisions set forth in clauses (2), (3) and (4) of this Section 4.10(c), and that purchase, Investment or capital expenditure is thereafter completed within 180 days after the end of such 365-day period.

(d)           Any Net Proceeds from Asset Sales that are not applied or invested as set forth in Section 4.10(b) or Section 4.10(c) will constitute “Excess Proceeds.”  Within 10 Business Days after the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer will make an Asset Sale Offer to all Holders of Notes and all holders of other Notes Priority Debt containing provisions similar to those set forth in Section 3.09 of this Indenture, to purchase the maximum principal amount of Notes and such other Notes Priority Debt that may be purchased out of the Excess Proceeds.  The offer price for the Notes and any other Notes Priority Debt in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other Notes Priority Debt purchased, plus accrued and unpaid interest and Additional Interest (if any) on the Notes and any other Notes Priority Debt to the date of purchase, and will be payable in cash.  If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes and such other Notes Priority Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other Notes Priority Debt shall be purchased on a pro rata basis based on the principal amount of Notes and such other Notes Priority Debt tendered.  Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.  The Issuer may satisfy the foregoing obligation with respect to any Net Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 365 day period (as such period may be extended in accordance with this Indenture) or with respect to Excess Proceeds of $25.0 million or less.

(e)           The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with provisions of Section 3.09 hereof or this Section 4.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Section 4.11.Transactions with Affiliates.

(a)           The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, but not limited to, the purchase, sale or exchange of property, the making of any Investment, the giving of any Guarantee or the rendering of any service) with any Affiliate of the Issuer or any Restricted Subsidiary involving consideration in excess of $3.0 million other than transactions solely among any of the Issuer and its Restricted Subsidiaries (an “Affiliate Transaction”), unless:

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(1)           such business, transaction or series of related transactions is on terms no less favorable, taken as a whole, to the Issuer or such Restricted Subsidiary than those that could be obtained in a comparable arm’s length transaction with an unaffiliated party; and

(2)           with respect to any Affiliate Transaction involving an amount or having a value in excess of $10.0 million, the Issuer delivers to the Trustee an Officers’ Certificate stating that such business, transaction or series of related transactions complies with clause (1) above.

In the case of an Affiliate Transaction involving an amount or having a value in excess of $20.0 million, the Issuer must obtain a resolution of the Board of Directors of Parent set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Parent’s Board of Directors.  In the case of an Affiliate Transaction involving an amount or having a value in excess of $40.0 million, the Issuer must obtain a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction (or relevant purchase price or valuation) is fair to the Issuer or such Restricted Subsidiary from a financial point of view.

(b)           The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(1)           transactions between or among the Issuer, its Restricted Subsidiaries and/or any Guarantors;

(2)           payment of reasonable fees and compensation to, and indemnification and similar arrangements on behalf of, current, former or future directors of Parent, any other direct or indirect parent of the Issuer, the Issuer or any Restricted Subsidiary of the Issuer;

(3)           Restricted Payments that are permitted by Section 4.07 hereof or the definition of “Permitted Investments” (including any payments that are excluded from the definitions of “Restricted Payment” and “Restricted Investment”);

(4)           any sale of Equity Interests (other than Disqualified Stock) of the Issuer;

(5)           loans and advances to officers and employees of Parent, any other direct or indirect parent of the Issuer, the Issuer or any of the Issuer’s Restricted Subsidiaries or guarantees in respect thereof or otherwise made on the Issuer’s or any of its Restricted Subsidiaries’ behalf (or the cancellation of such loans, advances or guarantees), in both cases for bona fide business purposes in the ordinary course of business;

(6)           any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Issuer or any of its Restricted Subsidiaries or Parent with current, former or future officers and employees of Parent, any direct or indirect parent of the Issuer, the Issuer or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of Parent, any direct or indirect parent of the Issuer, the Issuer or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

(7)           transactions with a Person that is an Affiliate of the Issuer solely because the Issuer, directly or indirectly, owns Equity Interests in, or controls, such Person;

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(8)           any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangement as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuer and its Restricted Subsidiaries at the time executed than the original agreement or arrangement as in effect on the date of this Indenture;

(9)           any Guarantee by Parent or any other direct or indirect parent of the Issuer of Indebtedness or other liabilities or obligations of the Issuer or any Guarantor that was permitted by this Indenture;

(10)         transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Issuer or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

(11)         transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the ordinary course of business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of the Issuer, as determined in good faith by Parent or the Issuer;

(12)         transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.11(a)(1);

(13)         any contribution to the common equity capital of the Issuer;

(14)         any transaction with any Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction;

(15)         the pledge of Equity Interests of any Unrestricted Subsidiary;

(16)         subject to the limitations described under clause (12)(B) of paragraph (b) under Section 4.07, payments by the Issuer (or Parent or any other direct or indirect parent of the Issuer) or any of the Restricted Subsidiaries pursuant to any tax sharing, allocation or similar agreement;

(17)         the incurrence of the Senior Unsecured Loan, the execution, delivery and performance under any document related to the Senior Unsecured Loan and any amendment, modification, refinancing, restructuring or replacement thereof;

(18)         the use of proceeds of the Notes and the Senior Unsecured Loan to repay the Issuer’s outstanding indebtedness as described in the Offering Memorandum under “Use of Proceeds”;

(19)         sales of accounts receivable, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing;

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(20)         any agreement that provides customary registration rights to the equity holders of the Issuer or any direct or indirect parent of the Issuer and the performance by the parties thereto of their obligations, duties and rights under their obligations, duties and rights under such agreement, and any shareholders agreement (including but not limited to the Shareholders Agreement) among some or all of the shareholders of the Issuer or any direct or indirect parent of the Issuer and the performance by the parties thereto of such agreement;

(21)         Guarantees by Parent of Indebtedness or other liabilities or obligations of Foreign Subsidiaries, New US LLC 1 and/or New US LLC 2 that are permitted by this Indenture; and

(22)         transactions between the Issuer or any Restricted Subsidiary, on the one hand, and any person that is an Affiliate of the Issuer or any Restricted Subsidiary, on the other hand, solely because a director of such Person is also a director of the Issuer or any direct or indirect parent of the Issuer.

Section 4.12.Liens.

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired.

Section 4.13.Corporate Existence.

Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate or other existence of each of the Guarantors, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Guarantor; provided, however, that the Issuer shall not be required to preserve the corporate or other existence of any of its Guarantors if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole.

Section 4.14.Offer to Repurchase Upon Change of Control.

(a)           If a Change of Control occurs, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Indenture.  In the Change of Control Offer, the Issuer will offer an offer price (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest (if any) thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.  Within 30 days following any Change of Control (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), the Issuer will send a notice to each Holder electronically or by first class mail at its registered address or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the “Change of Control Payment Date”) specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice.  The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable

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securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

(b)           On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1)           accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2)           deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and

(3)           deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate of the Issuer stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.

(c)           The paying agent will promptly mail or wire transfer to each Holder of Notes properly tendered and so accepted the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder upon receipt of an Authentication Order a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.  Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.

(d)           Notwithstanding anything to the contrary in this Section 4.14, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given for all of the Notes pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.

(e)           Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, subject to one or more conditions precedent, including but not limited to the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Section 4.15.[RESERVED].

Section 4.16.Designation of Restricted and Unrestricted Subsidiaries.

(a)           The Board of Directors of the Issuer or Parent may designate any Subsidiary (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary; provided that:

(1)           any Guarantee by the Issuer or any Restricted Subsidiary of the Issuer of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.09 hereof;

(2)           the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary of the Issuer of any Indebtedness of such Subsidiary)

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will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07 hereof;

(3)           such Subsidiary does not own any Equity Interests of, or hold any Liens on any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than Equity Interests of any Restricted Subsidiary of such Subsidiary that is concurrently being designated as an Unrestricted Subsidiary);

(4)           the Subsidiary being so designated, after giving effect to such designation:

(A)          is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary of the Issuer that would not be permitted under Section 4.11 hereof after giving effect to the exceptions thereto;

(B)           is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results except to the extent permitted under Section 4.07 and Section 4.09 hereof;

(C)           (i) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation or would be permitted under Section 4.07 hereof and (ii) to the extent the Indebtedness of the Subsidiary is non-recourse Indebtedness, any Guarantee or credit support by the Issuer or a Restricted Subsidiary would be permitted under Section 4.07 and Section 4.09 hereof; and

(5)           no Event of Default would be in existence following such designation.

(b)           Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer or Parent giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture.  If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements set forth in clause (4) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments or Liens on the property of such Subsidiary shall be deemed to be incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture, the Issuer shall be in default under this Indenture.

(c)           The Board of Directors of the Issuer or Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(1)           such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period;

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(2)           all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under Section 4.07 hereof;

(3)           all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12 hereof; and

(4)           no Default or Event of Default would be in existence following such designation.

Section 4.17.Guarantees.

(a)           If the Issuer or any of its Restricted Subsidiaries (1) acquires or creates another Wholly Owned Restricted Subsidiary (other than an Excluded Subsidiary) on or after the date of this Indenture or (2) any Restricted Subsidiary of the Issuer becomes a guarantor of any indebtedness of the Issuer or any Guarantor or becomes an obligor with respect to the ABL Credit Facility, then, within 45 days of the date of such event, as applicable, such Subsidiary must (i) become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee and (ii) become a party to the applicable Security Documents and take all actions required thereunder to perfect the Liens created thereunder.

(b)           The Issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any other Indebtedness of the Issuer or any Guarantor (including, but not limited to, any Indebtedness under any Credit Facility) unless such subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior in right of payment to or pari passu in right of payment with such Restricted Subsidiary’s Guarantee of such other Indebtedness.  This Section 4.17 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.  In addition, in the event that any Wholly Owned Restricted Subsidiary that is an Excluded Subsidiary ceases to be an Excluded Subsidiary, or if any Excluded Subsidiary becomes a guarantor or obligor with respect to the ABL Credit Facility or any other Indebtedness of the Issuer or any Subsidiary Guarantor, then such Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 45 days of the date of such event.  The form of the Note Guarantee is attached as Exhibit E.

Section 4.18.Effectiveness of Covenants When Notes Rated Investment Grade.

(a)           If on any date following the date of this Indenture:

(1)           the Notes are rated Baa3 or better by Moody’s and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Issuer, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer as a replacement agency); and

(2)           no Default or Event of Default shall have occurred and be continuing,

then, beginning on that day and subject to the provisions of Section 4.18(b), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16, and Section 5.01(a)(3) hereof shall be suspended;

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provided that during any period that the foregoing covenants have been suspended, the Issuer’s or Parent’s Board of Directors may not designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.16 hereof.

(b)           Notwithstanding the foregoing, if the rating assigned by Moody’s or S&P should subsequently decline to below Baa3 or BBB-, respectively, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and Section 5.01(a)(3) hereof will be reinstituted as of and from the date of such rating decline.  Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect since the date of this Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended.  Additionally, upon the reinstatement of the Section 4.10, the amount of Excess Proceeds from Net Proceeds shall be reset at zero.  All Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, while the foregoing covenants were suspended will be classified to have been incurred or issued pursuant to Section 4.09(b)(4).

Section 4.19.Maintenance of Properties.

The Issuer will, and will cause each of its Restricted Subsidiaries to (i) at all times maintain, preserve and protect all property material to the conduct of its business and keep such property in good repair, working order and condition (other than wear and tear occuring in the ordinary course of business); and (ii) from time to time make, or cause to be made, all necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.19 shall prevent the Issuer from discontinuing the maintenance of any of such properties if such discontinuance is, in the judgment of the Issuer, desirable in the conduct of their business or the business of any Guarantor.

ARTICLE 5
SUCCESSORS

Section 5.01.Merger, Consolidation or Sale of Assets.

(a)           The Issuer shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation) or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:

(1)           either:

(A)          the Issuer is the surviving corporation; or

(B)           the Person formed by or surviving such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition shall have been made (i) is a corporation, limited liability company, partnership (including a limited partnership) or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (provided that if such Person is not a corporation, (A) a corporate Wholly Owned Restricted Subsidiary of such Person organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, or (B) a corporation of which such Person is a Wholly Owned Restricted Subsidiary organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, is a co-issuer of the Notes or becomes a co-issuer of the Notes in connection therewith) and (ii) assumes all

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the obligations of the Issuer under the Notes, this Indenture and the Security Documents related to the Notes pursuant to agreements reasonably satisfactory to the Trustee;

(2)           immediately after giving effect to such transaction no Event of Default exists;

(3)           immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, on a pro forma basis, either

(A)          the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or

(B)           the Fixed Coverage Ratio for the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) would be greater than immediately prior to such transactions; and

(4)           each Guarantor, unless such Guarantor is the Person with which the Issuer has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Issuer or the surviving Person in accordance with the Notes and this Indenture; and

(5)           at the time of the transaction the Issuer will have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate and opinion of counsel, each to the effect that such merger, consolidation or sale of assets comply with this Indenture.

(b)           The provision set forth in Section 5.01(a)(3) shall not apply to (1) any merger, consolidation or sale, assignment, lease, transfer, conveyance or other disposition of assets between or among the Issuer, any of its Restricted Subsidiaries and/or any of the Guarantors or (2) any merger between the Issuer and an Affiliate of the Issuer, or between a Restricted Subsidiary and an Affiliate of the Issuer, in each case in this clause (2) solely for the purpose of reincorporating the Issuer or such Restricted Subsidiary, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

Section 5.02.Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” shall refer instead to the respective successor Person and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein; provided, however, that the predecessor Person shall not be relieved from the obligation to pay the principal of, premium on, if any, interest and Additional Interest, if any, on, the Notes except in the case of a sale of all of the Issuer’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

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ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01.Events of Default.

Each of the following is an “Event of Default”:

(1)           default for 30 consecutive days in the payment when due of interest on, or Additional Interest with respect to, the Notes;

(2)           default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(3)           failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10, 4.14, 5.01 or 11.04(a) hereof for 30 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding;

(4)           failure by the Issuer or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the agreements in this Indenture or the Security Documents for the benefit of the Holders of the Notes other than those referred to in clauses (1) through (3) of this Section 6.01;

(5)           default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of the Issuer’s Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer), or the payment of which is guaranteed by the Issuer or any of the Issuer’s Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default:

(A)          is caused by a failure to make any payment when due at the final maturity of such Indebtedness (after giving effect to any applicable grace period) (a “Payment Default”); or

(B)           results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $30.0 million or more;

(6)           failure by the Issuer or any of the Issuer’s Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer) to pay non-appealable final judgments aggregating in excess of $30.0 million (excluding amounts covered by insurance or bonded), which judgments are not paid, discharged or stayed for a period of more than 60 days after such judgments have become final and non-appealable and, in the event such judgment is covered by insurance, an enforcement proceeding

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has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(7)           the occurrence of any of the following:

(A)          any Security Document for the benefit of Holders of the Notes is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect in any material respect, other than in accordance with the terms of the relevant Security Documents; or

(B)           except as permitted by this Indenture, any first-priority Lien for the benefit of Holders of the Notes purported to be granted under any Security Document for the benefit of Holders of the Notes on Collateral, individually or in the aggregate, having a Fair Market Value in excess of $30.0 million ceases to be an enforceable and perfected first-priority Lien in any material respect, subject only to Permitted Liens, and such condition continues for 60 days after written notice by the Trustee or the Collateral Trustee of failure to comply with such requirement; provided that it will not be an Event of Default under this clause 7(B) if such condition results from the action or inaction of the Trustee or the Collateral Trustee; or

(C)           the Issuer or any Significant Subsidiary that is a Subsidiary Guarantor (or any such Subsidiary Guarantors that together would constitute a Significant Subsidiary), or any Person acting on behalf of any of them, denies or disaffirms, in writing, any material obligation of the Issuer or such Significant Subsidiary that is a Guarantor (or such Subsidiary Guarantors that together constitute a Significant Subsidiary) set forth in or arising under any Security Document for the benefit of Holders of the Notes;

(8)           except as permitted by this Indenture, any Note Guarantee of a Subsidiary Guarantor that is a Significant Subsidiary of the Issuer (or any such Subsidiary Guarantors that together would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect in any material respect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee if, and only if, in each such case, such Default continues for 21 days after notice of such Default shall have been given to the Trustee;

(9)           the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary of the Issuer (or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary) pursuant to or within the meaning of any Bankruptcy Law:

(A)          commences a voluntary case,

(B)           consents to the entry of an order for relief against it in an involuntary case,

(C)           consents to the appointment of a custodian of it or for all or substantially all of its property,

(D)          makes a general assignment for the benefit of its creditors, or

(E)           generally is not paying its debts as they become due;

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(10)         a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)          is for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B)           appoints a custodian of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; or

(C)           orders the liquidation of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

In the event of any Event of Default specified in clause (5) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1)           the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(2)           the Holders thereof have rescinded or waived the acceleration in writing, notice or action (as the case may be) giving rise to such Event of Default; or

(3)           the default that is the basis for such Event of Default has been cured.

Section 6.02.Acceleration.

In the case of an Event of Default specified in Section 6.01(9) or Section 6.01(10) hereof, with respect to the Issuer or any Significant Subsidiary of the Issuer (or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer), all outstanding Notes will become due and payable immediately without further action or notice.  If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Issuer specifying the Event of Default.  Upon any such declaration, the Notes shall become due and payable immediately.  The Trustee may withhold from the Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or premium, interest or Additional Interest, if any) if it determines that withholding notice is in their interests.  The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes.

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Section 6.03.Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, interest or Additional Interest, if any, on, the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Security Documents.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

Section 6.04.Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences hereunder or under the Security Documents, except a continuing Default or Event of Default in the payment of interest or Additional Interest, if any, on, premium, if any, on, or the principal of, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration (provided such rescission would not conflict with any judgment of a court of competent jurisdiction).  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05.Control by Majority.

Subject to the Intercreditor Agreements, holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that may involve the Trustee in personal liability or that may be unduly prejudicial to the rights of Holders of Notes not joining in giving of such direction (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such action or forbearance are unduly prejudicial to such Holders) and may take any other action it deems proper that is not inconsistent with any such direction received from a majority of the Holders of Notes.

Section 6.06.Limitation on Suits.

No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless each of the following conditions is met:

(1)           the Holder gives the Trustee written notice of a continuing Event of Default;

(2)           the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

(3)           such Holder or Holders offer the Trustee indemnity, security or prefunding reasonably satisfactory to the Trustee against any costs, loss, liability or expense;

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(4)           the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5)           during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Section 6.07.Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of the principal of, premium, if any, or Additional Interest, if any, or interest on, such Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of a Security Document upon any property subject to such Lien.

Section 6.08.Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium on, if any, interest and Additional Interest, if any, remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for such compensation as agreed to among the parties in writing, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee or in connection with this Indenture.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee or in connection with this Indenture out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept

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or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.Priorities.

Subject to the provisions of the Collateral Trust and Intercreditor Agreement and the General Intercreditor Agreement, if the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First:  to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and Additional Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and Additional Interest, if any, respectively; and

Third:  to the Issuer or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11.Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs, fees and expenses of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7
TRUSTEE

Section 7.01.Duties of Trustee.

(a)           If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)           Except during the continuance of an Event of Default:

(1)           the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this

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Indenture and no others, and no implied duties, covenants or obligations shall be read into this Indenture against the Trustee; and

(2)           in the absence of willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)           The Trustee may not be relieved from liabilities for any gross negligence in acting or failing to act, or its own willful misconduct, except that:

(1)           this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2)           the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer; and

(3)           the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it under this Indenture.

(d)           Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e)           No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability.  The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)            The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)           Delivery of any reports, information and documents to the Trustee, including pursuant to Section 4.03, is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants pursuant to Article 4 (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 7.02.Rights of Trustee.

(a)           The Trustee may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

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(b)           Before the Trustee acts or refrains from acting, it shall require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)           The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)           The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)           Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.

(f)            The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against the losses, liabilities and expenses that might be incurred by the Trustee in compliance with such request or direction.

(g)           The Trustee may employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for purposes of determining and discharging its rights and duties hereunder and shall not be responsible for any misconduct on the party of any of them.

(h)           In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damages of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)            The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(j)            The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(k)           The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l)            The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(m)          The Trustee and the Collateral Trustee shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any Security Documents, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any Security Documents or any other agreement, instrument

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or document, (iii) the creation, perfection or priority of any Lien purported to be created by the Security Documents, (iv) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in any Security Documents, other than to confirm receipt of items expressly required to be delivered to the Collateral Trustee.

The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any reason, of this Indenture and the resignation and/or removal of the Trustee.

Section 7.03.Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04.Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee acting in such capacity, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05.Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is actually known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of principal of, premium on, if any, interest or Additional Interest, if any, on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06.Reports by Trustee to Holders of the Notes.

(a)           Within 60 days after each May 15 beginning with May 15, 2012, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also will comply with TIA §313(b)(2).  The Trustee will also transmit by mail all reports as required by TIA §313(c) following the effectiveness of the Exchange Offer Registration Statement.

(b)           A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Issuer and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA §313(d).  The Issuer will promptly notify the Trustee in writing when the Notes are listed or delisted from any stock exchange.

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Section 7.07.Compensation and Indemnity.

(a)           The Issuer will pay to the Trustee compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time.  The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust.  The Issuer will reimburse the Trustee promptly upon request for all disbursements, advances, fees and expenses incurred or made by it in addition to the compensation for its services as agreed to among the parties in writing.  Such expenses will include the compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)           The Issuer and the Guarantors will indemnify the Trustee and each of its officers, directors, employees and agents against any and all losses, liabilities, damages, claims, fees, costs or expenses (including, without limitation, reasonable attorney’s fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses, including those of any third party agent or expert, of enforcing this Indenture against the Issuer and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its willful misconduct or negligence.  The Trustee will notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Issuer will not relieve the Issuer or any of the Guarantors of their obligations hereunder.  The Issuer or such Guarantor will defend the claim and the Trustee will cooperate in the defense.  The Trustee may have separate counsel and the Issuer will pay the reasonable fees and expenses of such counsel.  Neither the Issuer nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.  Notwithstanding anything in this Indenture to the contrary, the Issuer need not reimburse any expense or indemnity against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence.

(c)           To secure the Issuer’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, interest or Additional Interest, if any, on, particular Notes.  Such Lien will survive the satisfaction and discharge of this Indenture.

(d)           When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(9) or (10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(e)           The Trustee will comply with the provisions of TIA §313(b)(2) to the extent applicable.

(f)            The obligations of the Issuer and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture.

Section 7.08.Replacement of Trustee.

(a)           A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)           The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer.  The Holders of a majority in aggregate principal amount of the then

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outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing not less than thirty (30) days prior to the effective date of such removal.  The Issuer may remove the Trustee if:

(1)           the Trustee knowingly fails to comply with Section 7.10 hereof or TIA §310;

(2)           the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3)           a custodian or public officer takes charge of the Trustee or its property; or

(4)           the Trustee becomes incapable of acting.

(c)           If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

(d)           If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor Trustee.

(e)           If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition at the expense of the Issuer any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)            A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee will mail a notice of its succession to Holders.  The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

(g)           The parties hereto acknowledge and agree that for the purpose of the Security Documents governed by Dutch law, any resignation by or removal of the Collateral Trustee is not effective until its contractual relationship under the Parallel Debt, including all of its rights and obligations thereunder, is transferred to a successor Collateral Trustee.  The Collateral Trustee will reasonably cooperate in assigning its rights and obligations under the Parallel Debt to the successor Collateral Trustee and will reasonably cooperate in transferring all rights under the Security Documents governed by Dutch law to the successor Collateral Trustee.  The Collateral Trustee that is resigning or removed, the successor Collateral Trustee and each relevant party shall execute all documents necessary to ensure that the successor Collateral Trustee obtains valid Dutch law security similar to the previously existing Dutch security.

Section 7.09.Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

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Section 7.10.Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5).  The Trustee is subject to TIA §310(b).

Section 7.11.Preferential Collection of Claims Against the Issuer.

The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b).  A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may at any time, at the option of the Issuer’s or Parent’s Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02.Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) and cure all then existing Events of Default on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuer), shall execute proper instruments acknowledging the same, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1)           the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2)           Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3)           the rights, powers, trusts, duties, indemnifications and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith;

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(4)           this Article 8; and

(5)           the optional redemption provisions of this Indenture to the extent that Legal Defeasance is to be effected together with a redemption.

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03.Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.16, 4.17, and 4.19 hereof and Section 5.01(a)(3) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuer and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby.  In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), (4), (5), (6), (7) and (8) hereof will not constitute Events of Default.

Section 8.04.Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1)           the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, to pay the principal of, premium and Additional Interest, if any, and interest on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2)           in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions:

(A)          the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or

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(B)           since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)           in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)           no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from borrowing funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

(5)           such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its respective Subsidiaries is a party or by which the Issuer or any of its respective Subsidiaries is bound (other than that resulting with respect to any Indebtedness being defeased from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith);

(6)           the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others;

(7)           if the Notes are to be redeemed prior to their Stated Maturity, the Issuer must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

(8)           the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been fully complied with and satisfied.

Section 8.05.Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying

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Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the written request of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

The Collateral will be released from the Lien securing the Notes upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions of this Article 8.

Section 8.06.Repayment to Issuer.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium on, if any, interest and Additional Interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, interest and Additional Interest, if any, has become due and payable shall be paid to the Issuer on their written request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease.

Section 8.07.Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium on, if any, interest or Additional Interest, if any, on, any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

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ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, without notice to or the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees, the Security Documents relating to the Notes or the Intercreditor Agreements:

(1)           to cure any ambiguity, omission, mistake, defect or inconsistency;

(2)           to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)           to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Issuer or such Guarantor pursuant to Article 5 or Article 10 hereof;

(4)           to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect;

(5)           to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6)           to comply with Section 4.17 hereof;

(7)           to conform the text of this Indenture, the Notes, the Note Guarantees or any Security Document to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or any Security Document, which intent may be evidenced by an Officers’ Certificate to that effect;

(8)           to evidence and provide for the acceptance of appointment by a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture, or evidence and provide for a successor or replacement Collateral Trustee under the Security Documents;

(9)           to provide for the issuance of Additional Notes and related Guarantees (and the grant of security for the benefit of the Additional Notes and related Guarantees) in accordance with the terms of this Indenture and the Intercreditor Agreements;

(10)         to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;

(11)         to grant any Lien for the benefit of the Holders of any future Subordinated Lien Debt or any present or future ABL Debt or Notes Priority Debt in accordance with the terms of this Indenture and the Collateral Trust and Intercreditor Agreement;

(12)         to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under this Indenture;

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(13)         to mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the Notes as additional security for the  payment and performance of the Issuer’s and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of this Indenture or otherwise;

(14)         to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document;

(15)         to provide for a reduction in the minimum denominations of the Notes;

(16)         to add a Guarantor or other guarantor under this Indenture or release a Guarantor in accordance with the terms of this Indenture;

(17)         to add covenants for the benefit of the Holders or surrender any right or power conferred upon either the Issuer or any Guarantor;

(18)         to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes, provided that compliance with this Indenture as so amended may not result in Notes being transferred in violation of the Securities Act or any applicable securities laws;

(19)         to provide for the assumption by one or more successors of the obligations of any of the Guarantors under this Indenture and the Note Guarantees;

(20)         to provide for the issuance of exchange notes and related guarantees in accordance with the terms of this Indenture;

(21)         to comply with the rules of any applicable securities depositary; and

(22)         to make any changes that do not affect the legal rights of Holders of Notes in any material respect in order to facilitate entry into any of the Intercreditor Agreements.

Upon the request of the Issuer accompanied by a resolution of the Issuer’s or Parent’s Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents set forth in Section 7.02 hereof (including but not limited to an Opinion of Counsel), the Trustee will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02.With Consent of Holders of Notes.

Except as otherwise provided in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10, and 4.14 hereof) and the Notes,

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the Note Guarantees and the Security Documents relating to the Notes and the Intercreditor Agreements relating to the Notes (subject to compliance with the applicable Intercreditor Agreements) with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest and Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes, the Note Guarantees or the Security Documents or the Intercreditor Agreements relating to the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).  Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Issuer accompanied by a resolution of the Issuer’s or Parent’s Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents set forth in Section 7.02 hereof (including but not limited to an Opinion of Counsel), the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not necessary for the consent of the Holders of Notes under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will promptly mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes or the Note Guarantees.  However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1)           reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)           reduce the principal of, or change the Stated Maturity of, any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes (except as provided in the first paragraph of this Section 9.02 with respect to Sections 3.09, 4.10, and 4.14 hereof (except to the extent provided in clause (9) below));

(3)           reduce the rate of, or change the time for, payment of interest, on any Note;

(4)           waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, or Additional Interest, if any, on the Notes (except a rescission of acceleration of

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the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5)           make any Note payable in money other than U.S. dollars;

(6)           make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, or Additional Interest, if any, on the Notes;

(7)           release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture or the Note Guarantees;

(8)           impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or the Note Guarantees;

(9)           amend, change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or

(10)         make any change in the amendment and waiver provisions, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby.

Any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (but only to the extent any such consent is required under the Intercreditor Agreements).

Section 9.03.Compliance with Trust Indenture Act.

Upon and after the qualification of this Indenture under the TIA, every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04.Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver.  If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly

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designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05.Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Issuer, in exchange for all Notes, may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06.Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Issuer may not sign an amended or supplemental indenture until the Board of Directors of the Issuer or Parent approves it.  In executing any amended or supplemental indenture under Article 9, the Trustee will receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amended or supplemental indenture is the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms, subject to customary exceptions.

ARTICLE 10
COLLATERAL AND SECURITY

Section 10.01.Equal and Ratable Sharing of Collateral by Holders of Notes Priority Debt.

Notwithstanding: (1) anything to the contrary contained in the Security Documents; (2) the time of incurrence of any Series of Notes Priority Debt; (3) the order or method of attachment or perfection of any Lien securing any Series of Notes Priority Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens securing any Series of Notes Priority Debt; (5) the time of taking possession or control over any Collateral securing any Series of Notes Priority Debt; (6) that any first-priority Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (7) the rules for determining priority under any law governing relative priorities of Liens, all first-priority Liens granted at any time by the Issuer or any Guarantor will secure, equally and ratably, all present and future Notes Priority Obligations of the Issuer or such Guarantor, as the case may be, as more fully specified in the Collateral Trust and Intercreditor Agreement.

The foregoing provision is intended for the benefit of, and will be enforceable by, each present and future holder of Notes Priority Obligations, each present and future Notes Priority Representative and the Collateral Trustee, as a holder of first-priority Liens, in each case, as a party to the Collateral Trust and Intercreditor Agreement or as a third party beneficiary thereof.

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Section 10.02.Ranking of Subordinated Liens.

The Subordinated Lien Documents, if any, shall require that, notwithstanding: (1) anything to the contrary contained in the Security Documents; (2) the time of incurrence of any Series of Secured Debt; (3) the order or method of attachment or perfection of any Liens securing any Series of Secured Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (5) the time of taking possession or control over any Collateral securing any Series of Secured Debt; (6) that any first-priority Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (7) the rules for determining priority under any law governing relative priorities of Liens, all Liens securing Subordinated Lien Obligations at any time granted by the Issuer or any Guarantor will be subject and subordinate to all first-priority Liens securing all present and future Notes Priority Obligations of the Issuer or such Guarantor, as the case may be, as more fully specified in the General Intercreditor Agreement.

The Subordinated Lien Documents, if any, shall provide that the foregoing provision is intended for the benefit of, and will be enforceable by, each present and future holder of Notes Priority Obligations, each present and future Notes Priority Representative and the Collateral Trustee as a holder of first-priority Liens, in each case, as a party to the Collateral Trust and Intercreditor Agreement or as a third party beneficiary thereof.

Section 10.03.Release of Liens in Respect of Notes.

The Collateral Trustee’s Liens upon the Collateral will no longer secure the Notes outstanding under this Indenture or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustee’s Liens on the Collateral will terminate automatically and be discharged:

(1)           upon satisfaction and discharge of this Indenture as set forth under Article 12 hereof;

(2)           in whole, upon the Discharge of Notes Priority Obligations;

(3)           upon the written request of the Issuer and the applicable Grantor to the Collateral Trustee, as to any Collateral of a Grantor (other than the Issuer) that (x) is released as a guarantor under each Notes Priority Document and (y) is not obligated (as primary obligor or Guarantor) with respect to any other Notes Priority Obligations at such time and so long as the respective release does not violate the terms of any Notes Priority Document which then remains in effect;

(4)           as to any Collateral that is released, sold, transferred or otherwise disposed of by the Issuer or any other Grantor to a Person that is not (either before or after such release, sale, transfer or disposition) the Issuer or a Subsidiary thereof in a transaction or other circumstance that complies with the terms of this Indenture (for so long as this Indenture is in effect) and is not prohibited by any of the other Notes Priority Documents, at the time of such release, sale, transfer or other disposition and to the extent of the interest released, sold, transferred or otherwise disposed of;

(5)           as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (2), (3) or (4) above) at any time prior to the Discharge of Notes Priority Obligations if written consent to the release of all first-priority Liens on such Collateral has been given by an Act of Required Notes Priority Debtholders;

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(6)           as to a release of all or substantially all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of Holders of each Series of Notes Priority Debt at the time outstanding as provided for in the applicable Notes Priority Documents and (B) the Issuer has delivered an Officer’s Certificate and an Opinion of Counsel to the Collateral Trustee certifying that any such necessary consents have been obtained;

(7)           upon a Legal Defeasance or Covenant Defeasance of the Notes as set forth under Article 8 hereof;

(8)           upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged;

(9)           upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary as set forth under Article 4 hereof, but only in respect of any Collateral owned by such Subsidiary;

(10)         in whole or in part, with the consent of the Holders of the requisite percentage of Notes as set forth under Article 9 hereof.

Section 10.04.Relative Rights.

Nothing in the Note Documents shall:

(1)           impair, as between the Issuer and the Holders of the Notes, the obligation of the Issuer to pay principal, interest or premium, if any, or Additional Interest, if any, on the Notes in accordance with their terms or any other obligation of the Issuer or any Guarantor under the Note Documents;

(2)           affect the relative rights of Holders of Notes as against any other creditors of the Issuer or any Guarantor (other than as expressly specified in the Intercreditor Agreements);

(3)           restrict the right of any Holder of Notes to sue for payments that are then due and owing (but not the right to enforce any judgment in respect thereof against any Collateral to the extent specifically prohibited by the Intercreditor Agreements);

(4)           restrict or prevent any Holder of Notes or other Notes Priority Obligations, the Trustee, the Collateral Trustee or any other person from exercising any of its rights or remedies upon a Default or Event of Default not specifically restricted or prohibited by the Intercreditor Agreements; or

(5)           restrict or prevent any Holder of Notes or other Notes Priority Obligations, the Trustee, the Collateral Trustee or any other person from taking any lawful action in an Insolvency or Liquidation Proceeding not specifically restricted or prohibited by the First and Subordinated Lien Intercreditor Agreement, the Intercreditor Agreements.

The Issuer and each of the Guarantors may, subject to compliance with the provisions of this Indenture, but without release or consent of the Trustee or the Collateral Trustee or any holder of Notes Priority Obligations, conduct ordinary course activities with respect to the Collateral.

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Section 10.05.[RESERVED].

Section 10.06.Collateral Trustee.

(a)           The Issuer has appointed Wells Fargo Bank, National Association to serve as the Collateral Trustee for the benefit of the holders of:

(1)           the Notes; and

(2)           all other Notes Priority Obligations outstanding from time to time.

(b)           The Collateral Trustee will hold (directly or through co-trustees or agents), and will be entitled to enforce on behalf of itself, the Trustee and the holders of Notes Priority Obligations, and shall be granted all Liens on the Collateral created by the Security Documents, subject to the provisions of the General Intercreditor Agreement and the Collateral Trust and Intercreditor Agreement.

(c)           Except as provided in the Collateral Trust and Intercreditor Agreement or as directed by an Act of Required Notes Priority Debtholders in accordance with the Collateral Trust and Intercreditor Agreement, the Collateral Trustee will not be obligated:

(1)           to act upon directions purported to be delivered to it by any Person;

(2)           to foreclose upon or otherwise enforce any Lien; or

(3)           to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral.

(d)           Each Holder hereby authorizes and directs the Trustee and Collateral Trustee to act pursuant to the Security Documents.

Section 10.07.Further Assurances.

The Issuer and each of the Guarantors (including such Guarantors created or acquired after the date of this Indenture that have executed a supplemental indenture pursuant to Section 4.17 hereof) shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Trustee may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents. From time to time, the Issuer shall reasonably promptly secure the Obligations under the Notes, this Indenture and the Security Documents by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral. Such security interests and Liens shall be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Collateral Trustee.

Section 10.08.Insurance.

(a)           The Issuer and the Guarantors shall:

(1)           keep their properties insured and maintain such general liability, automobile liability, workers’ compensation / employers’ liability, property casualty insurance and any excess

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umbrella or other coverage related to any of the foregoing as is customary for companies in the same or similar businesses operating in the same or similar locations;

(2)           maintain such other insurance as may be required by law; and

(3)           maintain such other insurance as may be required by the Security Documents relating to the Notes.

(b)           Upon the request of the Trustee or the Collateral Trustee, the Issuer and the Guarantors shall furnish to the Trustee or Collateral Trustee full information as to their property and liability insurance carriers.  The Issuer shall (x) provide the Trustee and the Collateral Trustee with notice of cancellation or modification with respect to its property and casualty policies before the effective date of such cancellation or modification and (y) name the Trustee or Collateral Trustee as a co-loss payee and/or lender loss payee on property and casualty policies and as an additional insured as its interests may appear on the liability policies listed in clause (1) of Section 10.08(a).

Section 10.09.Real Property.

(a)           The Issuer shall use commercially reasonable efforts to deliver (or cause to be delivered) to the Initial Purchasers, the Trustee and the Collateral Trustee within 90 days of the date of this Indenture (provided, however, that if the Issuer is unable to do so within 90 days following the date of this Indenture, the Issuer will use commercially reasonable efforts to do so as soon as practicable thereafter) with respect to each real property asset listed on Exhibit G attached hereto that is owned by the Issuer or any Guarantor (the “Mortgaged Property”), the following:

(1)           fully executed and notarized mortgages and deeds of trust, assignments of rents, pledge and security agreements and fixture filings (each, a “Mortgage”) encumbering each Mortgaged Property, together with such UCC-1 financing statements or other fixture filings as the Collateral Trustee shall reasonably deem appropriate with respect to such Mortgaged Property;

(2)           evidence that counterparts of the Mortgage (and such other documents referenced in clause (1) this Section 10.09(a)) for each Mortgaged Property have been filed or recorded (or are in form suitable for filing or recording) in all filing or recording offices that the Collateral Trustee may deem reasonably necessary or desirable in order to create a valid and subsisting Lien (subject to Permitted Encumbrances (as defined in the Mortgages)) on the property described therein in favor of the Collateral Trustee for its benefit and for the benefit of the Trustee and the Holders of the Notes;

(3)           a fully paid mortgagee title insurance policy (each, a “Mortgage Policy/ies”) for each Mortgage, which, upon the recording of the Mortgages, will insure the Mortgages to be valid and subsisting Liens on the Mortgaged Property described therein, free and clear of all material Liens, except Permitted Liens;

(4)           a written opinion from local counsel in each state in which Mortgaged Property is located with respect to due authorization, enforceability, execution, delivery, creation, perfection and payment of mortgage tax with respect to the applicable Mortgage and any related fixture filings, in customary form and substance and subject to customary assumptions, limitations and qualifications, and otherwise in form reasonably satisfactory to the Collateral Trustee;

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(5)           all surveys (or an existing survey with no change affidavits) as may be reasonably required to cause the title company to issue the Mortgage Policy/ies required pursuant to clause (3) above;

(6)           with respect to the Mortgaged Property, such consents or approvals, as necessary to consummate the transactions or shall reasonably be deemed necessary by the Initial Purchasers in order for the owner of such Mortgaged Property to grant the lien contemplated by the Mortgage;

(7)           with respect to each Mortgaged Property, such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurance company to issue the Mortgage Policy/ies and endorsements contemplated above;

(8)           evidence reasonably acceptable to the Collateral Trustee and the Trustee of payment by the Issuer of all Mortgage Policy premiums, search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages, fixture filings and issuance of the Mortgage Policies referred to above; and

(9)           with respect to each Mortgaged Property, a flood hazard determination and, if the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), flood insurance, in favor of, or naming as an additional insured, mortgagee, loss payee, as appropriate, each of the Collateral Trustees for and for the benefit of the Trustee and the Holders of the Notes, to the extent (including with respect to amounts) required in order to comply with applicable law.

(b)           Following the acquisition by the Issuer or any Guarantor of any fee interest in real property located in the United States that is not an Excluded Asset (each, an “After-Acquired Property”), to the extent the Issuer or such Guarantor is required to grant a Mortgage with respect to such After-Acquired Property under the ABL Credit Facility, the Issuer or such Guarantor that owns such After-Acquired Property shall use commercially reasonable efforts to execute and deliver to the Collateral Trustee (within 90 days after the acquisition of such After-Acquired Property) a Mortgage, and to the extent provided under the ABL Credit Facility, the other items set forth in clauses (1), (2), (3), (4), (5), (6), (7), (8) and (9) of clause (a) of this Section 10.09 relating to such After-Acquired Property mutatis mutandis, and thereupon such After-Acquired Property shall be Collateral to the extent purported to be subject to the Lien of any such Mortgage.

ARTICLE 11
NOTE GUARANTEES

Section 11.01.Guarantee.

(a)           Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to the Trustee and its successors and assigns and to each Holder of a Note authenticated and delivered by the Trustee, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(1)           the principal of, premium on, if any, interest and Additional Interest, if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption

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or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Interest, if any, on, the Notes, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2)           in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)           The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c)           If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d)           Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.  Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.  The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and/or the Trustee under the Note Guarantee.  Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorney fees and expenses) incurred by the Trustee in enforcing any rights under this Section 11.01.

Section 11.02.Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer, fraudulent conveyance or fraudulent obligation for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee.  To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the

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maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer, fraudulent conveyance or fraudulent obligation.

Section 11.03.Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 11.04.Guarantors May Consolidate, etc., on Certain Terms.

(a)           A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless:

(1)           immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2)           either:

(A)          the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) (i) is organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that the provisions set forth in this clause (i) shall not apply if such Guarantor is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia) and (ii) assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Security Documents related to the Notes pursuant to a supplemental indenture satisfactory to the Trustee; or

(B)           in the case of a Subsidiary Guarantor, such sale or other disposition or consolidation or merger complies with Section 4.10 hereof.

(b)           In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance

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of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.  Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee.  All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

(c)           Notwithstanding the foregoing, any Guarantor may (i) merge with the Issuer or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of Section 11.04(a) hereof.

Section 11.05.Releases.

(a)           The Note Guarantee of Parent or any other direct or indirect parent of the Issuer will automatically and unconditionally be released without the need for any further action by any party upon written notice from the Issuer to the Trustee (1) if such entity is not a guarantor of any other Indebtedness of the Issuer or any other Guarantor, or (2) if such Guarantor merges or consolidates with, or transfers all or substantially all of its assets to, the Issuer to another Guarantor, or (3) upon Legal Defeasance or Covenant Defeasance of the Notes or (4) upon a satisfaction and discharge of this Indenture.  The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any party:

(1)           in connection with any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Issuer, if the sale of such Capital Stock of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10;

(2)           in connection with the merger or consolidation of a Subsidiary Guarantor with the Issuer or any other Subsidiary Guarantor;

(3)           in the event of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor;

(4)           if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture;

(5)           upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture;

(6)           solely in the case of a Note Guarantee created pursuant to Section 4.17(a)(2) or Section 4.17(b), upon the release or discharge of the Guarantee which resulted in the creation of

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such Note Guarantee pursuant to Section 4.17(b), except a discharge or release by or as a result of payment under such Guarantee; or

(7)           upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture.

(b)           The Note Guarantee of any Subsidiary Guarantor will be released in connection with a sale of all or substantially all of the assets of such Subsidiary Guarantor in a transaction that complies with the conditions set forth in Section 11.04.

(c)           Notwithstanding any other provision in this Indenture, any Guarantor may be liquidated at any time, so long as all assets owned by such entity which constitute Collateral remain Collateral owned by the Issuer or a Guarantor following any such liquidation.

(d)           Upon the release of a Guarantee in accordance with the terms of this Section 11.05, all Collateral owned by the related Guarantor will also be automatically released.

(e)           Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of principal of, premium on, if any, interest and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

ARTICLE 12
SATISFACTION AND DISCHARGE

Section 12.01.Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1)           either:

(a)           all Notes that have been authenticated  (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or

(b)           all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

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(2)           no Default or Event of Default shall have occurred and be continuing (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Indenture and the Notes issued thereunder on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than any such default resulting from any borrowing of funds to be applied to make the deposit and any similar simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);

(3)           the Issuer has or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and not provided for by the deposit required by clause 1(b) above; and

(4)           the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the provisions of Sections 12.02, 8.06 and 7.02 hereof will survive.  In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02.Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, interest and Additional Interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Issuer has made any payment of principal of, premium on, if any, and interest, if any, on, any Notes because of the reinstatement of their obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

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ARTICLE 13
MISCELLANEOUS

Section 13.01.Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

Section 13.02.Notices.

Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), electronic mailing, facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer and/or any Guarantor:

Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, Georgia  30092
Telephone:  (770) 449-7066
Fax:  (770) 263-8031
Attention: Mitchell B. Lewis and R. Scott Vansant

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza

New York, New York 10004

Christopher Ewan, Esq. and Michael A. Levitt, Esq.

If to the Trustee:

Wells Fargo Bank, National Association
Corporate Trust Services
7000 Central Parkway NE

Suite 550
Atlanta, Georgia 30328
Fax:  (770) 551-5118
Attention:  Corporate Trust Services — Administrator Euramax International, Inc.

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted electronically or by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

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Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication will also be so mailed to any Person described in TIA §313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mail a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 13.03.Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Issuer, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

Section 13.04.Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer, as applicable, shall furnish to the Trustee:

(1)           an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been fully complied with and satisfied; and

(2)           an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been fully complied with and satisfied.

Section 13.05.Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) must comply with the provisions of TIA §314(e) and must include:

(1)           a statement that the Person making such certificate or opinion has read such covenant or condition;

(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)           a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4)           a statement as to whether or not, in the opinion of such Person, such condition or covenant has been fully complied with and satisfied.

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Section 13.06.Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07.No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders.

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, or of Parent or any other direct or indirect parent of the Issuer, shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Indenture, the Note Guarantees or the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

Section 13.08.Governing Law; Waiver of Jury Trial.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

THE ISSUER AND EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND ANY OF THE NOTES, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO 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.  NOTHING IN THIS INDENTURE SHALL AFFECT ANY RIGHT THAT THE TRUSTEE, AGENT, OR HOLDER ANY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS INDENTURE AGAINST THE ISSUER OR ANY GUARANTOR OR THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION TO ENFORCE ANY JUDGMENT, ORDER OR PROCESS ENTERED BY SUCH COURTS SITUATE WITHIN THE STATE OF NEW YORK OR TO ENJOIN ANY VIOLATIONS HEREOF OR FOR RELIEF ANCILLARY HERETO OR OTHERWISE TO COLLECT ON LOANS OR ENFORCE THE PAYMENT OF ANY NOTES OR TO ENFORCE, PROTECT OR MAINTAIN THEIR RIGHTS AND CLAIMS OR FOR ANY OTHER LAWFUL PURPOSE.  THE ISSUER AND EACH GUARANTOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST EITHER TRUSTEE, AGENT OR ANY HOLDER, IF BROUGHT BY THE ISSUER OR ANY GUARANTOR, SHALL BE BROUGHT ONLY IN NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.

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THE ISSUER AND EACH GUARANTOR PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, ANY NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.08.

Section 13.09.No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10.Successors.

All agreements of the Issuer in this Indenture and the Notes will bind its respective successors.  All agreements of the Trustee in this Indenture will bind its successors.  All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.05 hereof.

Section 13.11.Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.12.Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy will be an original, but all of them together represent the same agreement.  The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 13.13.Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 13.14.Conflicts with the Collateral Trust and Intercreditor Agreement or with the General Intercreditor Agreement.

In the event of any conflict between the provisions of the General Intercreditor Agreement, the Collateral Trust and Intercreditor Agreement and the provisions of this Indenture, the provisions of the General Intercreditor Agreement shall govern and control.

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Section 13.15.USA PATRIOT Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.  The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.

Section 13.16.Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 13.17.        Parallel Debt.

For the purposes of creating security interests governed by Dutch law:

(1)           the Issuer irrevocably and unconditionally undertakes to pay to the Collateral Trustee an amount equal to the aggregate of its Principal Obligations.  The payment undertaking of the Issuer under this Section 13.17(1) is referred to herein as the Issuer’s “Parallel Debt”;

(2)           the Issuer’s Parallel Debt constitutes obligations and liabilities of the Issuer to the Collateral Trustee which are separate and independent from, and without prejudice to, the Principal Obligations, and the Parallel Debt represents the Collateral Trustee’s own independent right to receive payment of the Parallel Debt from the Issuer;

(3)           the Parallel Debt of the Issuer will be payable in the currency or currencies of the corresponding Principal Obligations and will become due and payable as and when and to the extent one or more of the Principal Obligations become due and payable;

(4)           the Collateral Trustee hereby confirms and accepts that to the extent the Collateral Trustee receives any amount in payment of the Issuer’s Parallel Debt, the Collateral Trustee shall distribute that amount among the parties that are creditors of the relevant Principal Obligations in accordance with the provisions of this Indenture and the Intercreditor Agreements as if received by it in payment of the relevant Principal Obligations. Upon receipt by the Collateral Trustee of any amount in payment of the Parallel Debt of the Issuer (a “Received Amount”), the corresponding Principal Obligations shall be reduced by amounts totaling an amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the Collateral Trustee and distributed in accordance with this Indenture and the Intercreditor Agreements to the relevant creditor as a payment of the relevant Principal Obligations owed to it or them on the date of receipt by the Collateral Trustee of the Received Amount; and

(5)           the parties hereto acknowledge and confirm that pursuant to the provisions contained in this Section 13.17 the amount which may become payable by the Issuer as its Parallel Debt shall not exceed the total of the amounts which are payable under the Principal Obligations.

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[Signatures on following page]

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SIGNATURES

Dated as of March 18, 2011
	EURAMAX INTERNATIONAL, INC.
	By:	/s/ Mitchell B. Lewis
		Name:	Mitchell B. Lewis
		Title:	President and Chief Executive Officer
	EURAMAX HOLDINGS, INC.
	AMERIMAX FABRICATED PRODUCTS, INC.
	AMERIMAX FINANCE COMPANY, INC.
	FABRAL HOLDINGS, INC.
	FABRAL, INC.
	AMERIMAX HOME PRODUCTS, INC.
	AMERIMAX BUILDING PRODUCTS, INC.
	AMP COMMERCIAL, INC.
	BERGER HOLDINGS, LTD.
	BERGER BUILDING PRODUCTS, INC.
	AMERIMAX RICHMOND COMPANY
	By:	/s/ Mitchell B. Lewis
		Name:	Mitchell B. Lewis
		Title:	Chief Executive Officer
	AMERIMAX UK, INC.
	By:	/s/ Mitchell B. Lewis
		Name:	Mitchell B. Lewis
		Title:	Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Stefan Victory
	Name:	Stefan Victory
	Title:	Vice President

EX-4.2

Exhibit 4.2

[Face of Note]

CUSIP                  

ISIN                  

9½% Senior Secured Notes due 2016

No.       $                  

EURAMAX INTERNATIONAL, INC.

promises to pay to Cede & Co. or registered assigns,

the principal sum of                                                                                                                      DOLLARS, [, as revised by the Schedule of Exchanges of Interest in the Global Note attached hereto,] on April 1, 2016.

Interest Payment Dates:  April 1 and October 1

Record Dates:  March 15 and September 15

EURAMAX INTERNATIONAL, INC.
By:
	Name:
	Title:

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This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
  as Trustee

By:
	Authorized Signatory

Dated:                                , 20       

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[Back of Note]

9½% Senior Secured Notes due 2016

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)           INTEREST.  Euramax International, Inc., a Delaware corporation (the “Issuer”) promises to pay or cause to be paid interest on the principal amount of this Note at 9.50% per annum from March 18, 2011 until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below.  The Issuer will pay interest and Additional Interest, if any, semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be October 1, 2011.  The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(2)           METHOD OF PAYMENT.  The Issuer will pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the March 15 or September 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium, interest and Additional Interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Issuer, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, interest and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent.  Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)           PAYING AGENT AND REGISTRAR.  Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar.  The Issuer may change the Paying Agent or Registrar without prior notice to the Holders of the Notes.  The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

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(4)           INDENTURE.  The Issuer issued the Notes under an Indenture dated as of March 18, 2011 (the “Indenture”) among the Issuer, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and, when the Indenture is qualified under the TIA, those made part of the Indenture by reference to the TIA.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5)           OPTIONAL REDEMPTION.

(a)           At any time prior to April 1, 2013, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (together with any Additional Notes), upon not less than 15 nor more than 60 days’ notice, at a redemption price of 109.50% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest (if any) thereon, to the applicable redemption date, with all or a portion of the net cash proceeds of one or more Qualified Equity Offerings; provided that:

(A)          at least 55% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and

(B)           the redemption must occur within 90 days of the date of the closing of such Qualified Equity Offering.

(b)           At any time prior to April 1, 2013, the Issuer may, on any one or more occasions, redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest (if any) thereon to, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

(c)           At any time and from time to time, but not more than once in any twelve-month period, prior to April 1, 2013, the Issuer may redeem, in aggregate, the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of Notes issued under this Indenture (together with any Additional Notes), upon not less than 15 nor more than 60 days’ notice, at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(d)           Except pursuant to the three preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2013.

(e)           On or after April 1, 2013, the Issuer may redeem all or a part of the Notes upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

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Year	Percentage
2013	107.125	%
2014	104.750	%
2015 and thereafter	100.000	%

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6)           MANDATORY REDEMPTION.  The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7)           REPURCHASE AT THE OPTION OF HOLDER.

(a)           If there is a Change of Control, the Issuer will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”).  Within 30 days following any Change of Control (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), the Issuer will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)           If the Issuer or a Restricted Subsidiary of the Issuer consummates any Asset Sales, within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer will make an Asset Sale Offer to all Holders of Notes and all holders of other Notes Priority Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets in accordance with the Indenture to purchase the maximum principal amount of Notes and such other Notes Priority Debt that may be purchased out of the Excess Proceeds.  The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.  If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes and other Notes Priority Debt tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other Notes Priority Debt to be purchased on a pro rata basis, based on the amounts tendered.  Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.  The Issuer may satisfy the foregoing obligation with respect to any Net Proceeds prior to the expiration of the relevant 365 day period (as such period may be extended in accordance with the Indenture) or with respect to Excess Proceeds of $25.0 million or less Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8)           NOTICE OF REDEMPTION.  At least 15 days but not more than 60 days before a redemption date, the Issuer will send electronically, mail, or cause to be mailed, by first class mail, or provide in accordance with the procedures of the Depositary a notice of redemption to each

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Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 12 thereof.  Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.  Redemptions may be subject to one or more conditions.

(9)           DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Issuer need not exchange or register the transfer of any Notes for a period of 30 days before the mailing of a notice of redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date or tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.

(10)         SECURITY.  The Notes will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture and the Security Documents.  The Collateral Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders of the Notes pursuant to the Security Documents.  Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Trustee and/or the Collateral Trustee, as applicable, to enter into the Security Documents, and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith.

(11)         PERSONS DEEMED OWNERS.  The registered Holder of a Note will be treated as the owner of it for all purposes.  Only registered Holders have rights under the Indenture.

(12)         AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture, the Notes, the Note Guarantees or the Security Documents relating to the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes, the Note Guarantees, the Security Documents relating to the Notes or the Intercreditor Agreements relating to the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class.  Without the consent of any Holder of Notes, the Indenture, the Notes, the Note Guarantees, the Security Documents relating to the Notes or the Intercreditor Agreements relating to the Notes may be amended or supplemented:  (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Issuer or such Guarantor pursuant to Article 5 or Article 10 of the Indenture; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder in any material respect; (v) to

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comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to comply with Section 4.17 of the Indenture; (vii) to conform the text of the Indenture, the Notes, the Note Guarantees or any Security Document to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees or any Security Document, which intent may be evidenced by an Officers’ Certificate to that effect; (viii) to evidence and provide for the acceptance of appointment by a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of the Indenture, or evidence and provide for a successor or replacement Collateral Trustee under the Security Documents; (ix) to provide for the issuance of Additional Notes and related Guarantees (and the grant of security for the benefit of the Additional Notes and related Guarantees) in accordance with the terms of the Indenture and the Intercreditor Agreements; (x) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents; (xi) to grant any Lien for the benefit of the Holders of any future ABL Debt or Notes Priority Debt in accordance with the terms of the Indenture and the Intercreditor Agreements; (xii) to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture; (xiii) to mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuer’s and any Guarantor’s obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of the Indenture or otherwise; (xiv) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of the Indenture and the relevant Security Document; (xv) to provide for a reduction in the minimum denominations of the Notes; (xvi) to add a Guarantor or other guarantor under the Indenture or release a Guarantor in accordance with the terms of the Indenture; (xvii) to add covenants for the benefit of the Holders or surrender any right or power conferred upon the Issuer or any Guarantor; (xviii) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes, provided that compliance with the Indenture as so amended may not result in Notes being transferred in violation of the Securities Act or any applicable securities laws; (xix) to provide for the assumption by one or more successors of the obligations of any of the Guarantors under the Indenture and the Note Guarantees; (xx) to provide for the issuance of exchange notes and related guarantees in accordance with the terms of the Indenture; (xxi) to comply with the rules of any applicable securities depositary; and (xxii); to make any changes that do not affect the legal rights of the holders of notes in any material respect in order to facilitate entry into any of the Intercreditor Agreements.

(13)         DEFAULTS AND REMEDIES.  Events of Default include:  (i) default for 30 consecutive days in the payment when due of interest on, or Additional Interest with respect to, the Notes; (ii) default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10, 4.14, 5.01 or 11.04(a) of the Indenture for 30 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding; (iv) failure by the Issuer or any of its

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Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the agreements in the Indenture or the Security Documents for the benefit of the Holders of the Notes other than those referred to in the foregoing clauses (i) through (iii); (v) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of the Issuer’s Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer), or the payment of which is guaranteed by the Issuer or any of the Issuer’s Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default (a) is caused by a Payment Default or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in the case of each of clauses (a) and (b), the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $30.0 million or more; (vi) failure by the Issuer or any of the Issuer’s Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer) to pay non-appealable final judgments aggregating in excess of $30.0 million (excluding amounts covered by insurance or bonded), which judgments are not paid, discharged or stayed for a period of more than 60 days after such judgments have become final and non-appealable and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (vii) the occurrence of any of the following: (a) any Security Document for the benefit of Holders of the Notes is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect in any material respect, other than in accordance with the terms of the relevant Security Documents; or (b) except as permitted by the Indenture, any first priority Lien for the benefit of Holders of the Notes purported to be granted under any Security Document for the benefit of Holders of the Notes on Collateral, individually or in the aggregate, having a Fair Market Value in excess of $30.0 million ceases to be an enforceable and perfected first priority Lien in any material respect, subject only to Permitted Liens, and such condition continues for 60 days after written notice by the Trustee or the Collateral Trustee of failure to comply with such requirement; provided that it will not be an Event of Default under this clause (b) if such condition results from the gross negligence or willful misconduct of the Trustee or the Collateral Trustee; or (c) the Issuer or any Significant Subsidiary that is a Subsidiary Guarantor (or any such Subsidiary Guarantors that together would constitute a Significant Subsidiary), or any Person acting on behalf of any of them, denies or disaffirms, in writing, any material obligation of the Issuer or such Significant Subsidiary that is a Guarantor (or such Subsidiary Guarantors that together constitute a Significant Subsidiary) set forth in or arising under any Security Document for the benefit of Holders of the Notes; (viii) except as permitted by the Indenture, any Note Guarantee of a Subsidiary Guarantor that is a Significant Subsidiary of the Issuer (or any such Subsidiary Guarantors that together would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect in any material respect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee if, and only if, in each such case, such Default continues for 21 days after notice of such Default shall have been given to the Trustee; and (ix) certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary of the Issuer (or any Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary).

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(14)         TRUSTEE DEALINGS WITH ISSUER.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or their respective Affiliates, and may otherwise deal with the Issuer or their respective Affiliates, as if it were not the Trustee.

(15)         NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, or of Parent or any other direct or indirect parent of the Issuer, shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees or the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

(16)         GUARANTEES.  The Issuer’s obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

(17)         AUTHENTICATION.  This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(18)         ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(19)         ADDITIONAL RIGHTS OF HOLDERS.  In addition to the rights provided to Holders of Notes under the Indenture, Holders of this Note will have all the rights set forth in the Registration Rights Agreement dated as of March 18, 2011, among the Issuer, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of this Note will have the rights set forth in one or more registration rights agreements, if any, among the Issuer, the Guarantors and the other parties thereto, relating to rights given by the Issuer and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(20)         CUSIP AND ISIN NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(21)         GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, GA 30092
Attention:  Mitchell B. Lewis and R. Scott Vansant

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                           to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

o  Section 4.10                     o  Section 4.14

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                         

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:

Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount of
this Global Note Amount of increase
in Principal Amount
of this Global Note Principal Amount of
this Global Note
following such
decrease (or increase) Signature of
authorized signatory
of Trustee or Custodian

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EX-4.3

Exhibit 4.3

[Face of Regulation S Temporary Global Note]

CUSIP                  

ISIN                  

9½% Senior Secured Notes due 2016

No. $                  

EURAMAX INTERNATIONAL, INC.

promises to pay to Cede & Co. or registered assigns,

the principal sum of                                                                                                                      DOLLARS, [, as revised by the Schedule of Exchanges of Interest in the Global Note attached hereto,] on April 1, 2016.

Interest Payment Dates:  April 1 and October 1

Record Dates:  March 15 and September 15

EURAMAX INTERNATIONAL, INC.
By:
	Name:
	Title:

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This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
  as Trustee

By:
	Authorized Signatory

Dated:                                , 20      

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[Back of Regulation S Temporary Global Note]

9½% Senior Secured Notes due 2016

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE

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REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

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[Back of Regulation S Temporary Global Note]
9½% Senior Secured Notes due 2016

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)           INTEREST.  Euramax International, Inc., a Delaware corporation (the “Issuer”) promises to pay or cause to be paid interest on the principal amount of this Note at 9.50% per annum from March 18, 2011 until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below.  The Issuer will pay interest and Additional Interest, if any, semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be October 1, 2011.  The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any,(without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.

(2)           METHOD OF PAYMENT.  The Issuer will pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the March 15 or September 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium, interest and Additional Interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Issuer, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, interest and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent.  Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)           PAYING AGENT AND REGISTRAR.  Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar.  The Issuer may change the Paying Agent or Registrar without prior notice to the Holders of the Notes.  The Issuer or any of its respective Subsidiaries may act as Paying Agent or Registrar.

(4)           INDENTURE.  The Issuer issued the Notes under an Indenture dated as of March 18, 2011 (the “Indenture”) among the Issuer, the Guarantors and the Trustee.  The terms of the

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Notes include those stated in the Indenture and, when the Indenture is qualified under the TIA, those made part of the Indenture by reference to the TIA.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5)           OPTIONAL REDEMPTION.

(a)           At any time prior to April 1, 2013, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (together with any Additional Notes), upon not less than 15 nor more than 60 days’ notice, at a redemption price of 109.50% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest (if any) thereon, to the applicable redemption date, with all or a portion of the net cash proceeds of one or more Qualified Equity Offerings; provided that:

(A)          at least 55% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and

(B)           the redemption must occur within 90 days of the date of the closing of such Qualified Equity Offering.

(b)           At any time prior to April 1, 2013, the Issuer may, on any one or more occasions, redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest (if any) thereon to, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

(c)           At any time and from time to time, but not more than once in any twelve-month period, prior to April 1, 2013, the Issuer may redeem, in aggregate, the greater of (i) $37.5 million and (ii) up to 10% of the aggregate principal amount of Notes issued under this Indenture (together with any Additional Notes), upon not less than 15 nor more than 60 days’ notice, at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(d)           Except pursuant to the three preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2013.

(e)           On or after April 1, 2013, the Issuer may redeem all or a part of the Notes upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

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Year	Percentage
2013	107.125	%
2014	104.750	%
2015 and thereafter	100.000	%

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6)           MANDATORY REDEMPTION.  The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7)           REPURCHASE AT THE OPTION OF HOLDER.

(a)           If there is a Change of Control, the Issuer will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”).  Within 30 days following any Change of Control (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), the Issuer will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)           If the Issuer or a Restricted Subsidiary of the Issuer consummates any Asset Sales, within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer will make an Asset Sale Offer to all Holders of Notes and all holders of other Notes Priority Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets in accordance with the Indenture to purchase the maximum principal amount of Notes and such other Notes Priority Debt that may be purchased out of the Excess Proceeds.  The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.  If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes and other Notes Priority Debt tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other Notes Priority Debt to be purchased on a pro rata basis, based on the amounts tendered.  Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.  The Issuer may satisfy the foregoing obligation with respect to any Net Proceeds prior to the expiration of the relevant 365 day period (as such period may be extended in accordance with the Indenture) or with respect to Excess Proceeds of $25.0 million or less Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8)           NOTICE OF REDEMPTION.  At least 15 days but not more than 60 days before a redemption date, the Issuer will send electronically, mail, or cause to be mailed, by first class mail, or provide in accordance with the procedures of the Depositary a notice of redemption to each

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Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 12 thereof.  Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.  Redemptions may be subject to one or more conditions.

(9)           DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Issuer need not exchange or register the transfer of any Notes for a period of 30 days before the mailing of a notice of redemption of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date or tendered and not withdrawn in connection with a Change of Control Offer or Asset Sale Offer.

This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by Article 2 of the Indenture.  Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.

(10)         SECURITY.  The Notes will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture and the Security Documents.  The Collateral Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders of the Notes pursuant to the Security Documents.  Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Trustee and/or the Collateral Trustee, as applicable, to enter into the Security Documents, and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith.

(11)         PERSONS DEEMED OWNERS.  The registered Holder of a Note will be treated as the owner of it for all purposes.  Only registered Holders have rights under the Indenture.

(12)         AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture, the Notes, the Note Guarantees or the Security Documents relating to the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes, the Note Guarantees or the Security Documents relating to the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class.  Without the consent of any Holder of Notes, the Indenture, the Notes, the Note Guarantee, the Security Documents relating to the Notes or the Intercreditor Agreement relating to the Notes may be amended

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or supplemented:  (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Issuer or such Guarantor pursuant to Article 5 or Article 10 of the Indenture; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder in any material respect; (v) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to comply with Section 4.17 of the Indenture; (vii) to conform the text of the Indenture, the Notes, the Note Guarantees or any Security Document to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees or any Security Document, which intent may be evidenced by an Officers’ Certificate to that effect; (viii) to evidence and provide for the acceptance of appointment by a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of the Indenture, or evidence and provide for a successor or replacement Collateral Trustee under the Security Documents; (ix) to provide for the issuance of Additional Notes and related Guarantees (and the grant of security for the benefit of the Additional Notes and related Guarantees) in accordance with the terms of the Indenture and the Intercreditor Agreements; (x) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents; (xi) to grant any Lien for the benefit of the Holders of any future ABL Debt or Notes Priority Debt in accordance with the terms of the Indenture and the Intercreditor Agreements; (xii) to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture; (xiii) to mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuer’s and any Guarantor’s obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of the Indenture or otherwise; (xiv) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of the Indenture and the relevant Security Document; (xv) to provide for a reduction in the minimum denominations of the Notes; (xvi) to add a Guarantor or other guarantor under the Indenture or release a Guarantor in accordance with the terms of the Indenture; (xvii) to add covenants for the benefit of the Holders or surrender any right or power conferred upon the Issuer or any Guarantor; (xviii) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes, provided that compliance with the Indenture as so amended may not result in Notes being transferred in violation of the Securities Act or any applicable securities laws; (xix) to provide for the assumption by one or more successors of the obligations of any of the Guarantors under the Indenture and the Note Guarantees; (xx) to provide for the issuance of exchange notes and related guarantees in accordance with the terms of the Indenture; (xxi) to comply with the rules of any applicable securities depositary; and (xxii) to make any changes that do not affect the legal rights of the holders of notes in any material respect in order to facilitate entry into any of the Intercreditor Agreements.

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(13)         DEFAULTS AND REMEDIES.  Events of Default include:  (i) default for 30 consecutive days in the payment when due of interest on, or Additional Interest with respect to, the Notes; (ii) default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10, 4.14, 5.01 or 11.04(a) of the Indenture for 30 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding; (iv) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the agreements in the Indenture or the Security Documents for the benefit of the Holders of the Notes other than those referred to in the foregoing clauses (i) through (iii); (v) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of the Issuer’s Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer), or the payment of which is guaranteed by the Issuer or any of the Issuer’s Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default (a) is caused by a Payment Default or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in the case of each of clauses (a) and (b), the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $30.0 million or more; (vi) failure by the Issuer or any of the Issuer’s Significant Subsidiaries (or any group of Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary of the Issuer) to pay non-appealable final judgments aggregating in excess of $30.0 million (excluding amounts covered by insurance or bonded), which judgments are not paid, discharged or stayed for a period of more than 60 days after such judgments have become final and non-appealable and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (vii) the occurrence of any of the following: (a) any Security Document for the benefit of Holders of the Notes is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect in any material respect, other than in accordance with the terms of the relevant Security Documents; or (b) except as permitted by the Indenture, any first priority Lien for the benefit of Holders of the Notes purported to be granted under any Security Document for the benefit of Holders of the Notes on Collateral, individually or in the aggregate, having a Fair Market Value in excess of $30.0 million ceases to be an enforceable and perfected first priority Lien in any material respect, subject only to Permitted Liens, and such condition continues for 60 days after written notice by the Trustee or the Collateral Trustee of failure to comply with such requirement; provided that it will not be an Event of Default under this clause (b) if such condition results from the gross negligence or willful misconduct of the Trustee or the Collateral Trustee; or (c) the Issuer or any Significant Subsidiary that is a Subsidiary Guarantor (or any such Subsidiary Guarantors that together would constitute a Significant Subsidiary), or any Person acting on behalf of any of them, denies or disaffirms, in writing, any material obligation of the Issuer or such Significant Subsidiary that is a Guarantor (or such Subsidiary Guarantors that together constitute a Significant Subsidiary) set forth in or arising under any Security Document for the benefit of Holders of the Notes; (viii) except as permitted by the Indenture, any Note Guarantee of a Subsidiary Guarantor that is a Significant Subsidiary of the Issuer (or any such Subsidiary Guarantors that together would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect in any material respect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or

S-9

disaffirm in writing its obligations under its Note Guarantee if, and only if, in each such case, such Default continues for 21 days after notice of such Default shall have been given to the Trustee; and (ix) certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary of the Issuer (or any Restricted Subsidiaries of the Issuer that together would constitute a Significant Subsidiary).

(14)         TRUSTEE DEALINGS WITH ISSUER.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or their respective Affiliates, and may otherwise deal with the Issuer or their respective Affiliates, as if it were not the Trustee.

(15)         NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, or of Parent or any other direct or indirect parent of the Issuer, shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees or the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

(16)         GUARANTEES.  The Issuer’s obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

(17)         AUTHENTICATION.  This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(18)         ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(19)         ADDITIONAL RIGHTS OF HOLDERS.  In addition to the rights provided to Holders of Notes under the Indenture, Holders of this Note will have all the rights set forth in the Registration Rights Agreement dated as of March 18, 2011, among the Issuer, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of this Note will have the rights set forth in one or more registration rights agreements, if any, among the Issuer, the Guarantors and the other parties thereto, relating to rights given by the Issuer and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(20)         CUSIP AND ISIN NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(21)         GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF

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CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

Euramax International, Inc.
5445 Triangle Parkway, Suite 350

Norcross, GA 30092

Attention:  Mitchell B. Lewis and R. Scott Vansant

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                           to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

o  Section 4.10                     o  Section 4.14

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                         

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:

Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

S-13

SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount of
this Global Note Amount of increase
in Principal Amount
of this Global Note Principal Amount of
this Global Note
following such
decrease (or increase) Signature of
authorized signatory
of Trustee or Custodian

S-14

EX-4.4

Exhibit 4.4

Execution Version

REGISTRATION RIGHTS AGREEMENT

Dated as of March 18, 2011

Among

EURAMAX INTERNATIONAL, INC.

THE GUARANTORS NAMED HEREIN

and

DEUTSCHE BANK SECURITIES INC.

GLEACHER & COMPANY SECURITIES, INC.

WELLS FARGO SECURITIES, LLC

and

MORGAN KEEGAN & COMPANY, INC.

$375,000,000 9½% Senior Secured Notes due 2016

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Exchange Offer	5
3.	Shelf Registration	8
4.	Additional Interest	9
5.	Registration Procedures	10
6.	Registration Expenses	18
7.	Indemnification and Contribution	19
8.	Rule 144A	23
9.	Underwritten Registrations	23
10.	Miscellaneous	23

i

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of March 18, 2011, among EURAMAX INTERNATIONAL, INC., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto, (the “Guarantors”) and DEUTSCHE BANK SECURITIES INC., as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below).  The Company and the Guarantors are collectively referred to as the “Issuers,”

This Agreement is entered into in connection with the Purchase Agreement, dated as of March 11, 2011, between the Issuers and the Representative on behalf of the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Issuers to the Initial Purchasers of $375,000,000 aggregate principal amount of the Company’s 9½% Senior Secured Notes Due 2016 (the “Notes”).  The Notes are issued under an indenture, dated as of March 18, 2011 (as amended or supplemented from time to time, the “Indenture”), among the Issuers and Wells Fargo Bank, National Association, as trustee (the “Trustee”).  Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to unconditionally guarantee (collectively, the “Guarantees”) on a senior basis the Company’s obligations under the Notes and the Indenture.  The Notes and the Guarantees are collectively referred to as the “Securities.”  In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and, except as otherwise set forth herein, any subsequent holder or holders of the Notes.  The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

1.Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest:  See Section 4(a) hereof.

Advice:  See the last paragraph of Section 5 hereof.

Agreement:  See the introductory paragraphs hereto.

Applicable Period:  See Section 2(b) hereof.

Business Day:  Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.

Collateral:  Shall have the meaning ascribed to such term in the Purchase Agreement.

Company:  See the introductory paragraphs hereto.

Effectiveness Date:  With respect to (i) the Exchange Offer Registration Statement, the 300th day after the Issue Date and (ii) any Shelf Registration Statement, the 90th day after the Filing Date with respect thereto; provided, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.

Effectiveness Period:  See Section 3(a) hereof.

Event Date:  See Section 4(b) hereof.

Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes:  See Section 2(a) hereof.

Exchange Offer:  See Section 2(a) hereof.

Exchange Offer Registration Statement:  See Section 2(a) hereof.

Exchange Securities:  See Section 2(a) hereof.

Filing Date:  The 30th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding Business Day.

FINRA:  See Section 5(r) hereof.

Guarantees:  See the introductory paragraphs hereto.

Guarantors:  See the introductory paragraphs hereto.

Holder:  Any holder of a Registrable Security or Registrable Securities.

Indenture:  See the introductory paragraphs hereto.

Information:  See Section 5(n) hereof.

Initial Purchasers:  See the introductory paragraphs hereto.

Initial Shelf Registration:  See Section 3(a) hereof.

Inspectors:  See Section 5(n) hereof.

Issue Date:  March 18, 2011, the date of original issuance of the Notes.

Issuer:  See the introductory paragraphs hereto.

New Guarantees:  See Section 2(a) hereof.

2

Notes:  See the introductory paragraphs hereto.

Parent: Euramax Holdings, Inc., a Guarantor and the direct parent of the Company.

Participant:  See Section 7(a) hereof.

Participating Broker-Dealer:  See Section 2(b) hereof.

Person:  An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

Private Exchange:  See Section 2(b) hereof.

Private Exchange Notes:  See Section 2(b) hereof.

Prospectus:  The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rules 430A or 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement:  See the introductory paragraphs hereof.

Records:  See Section 5(n) hereof.

Registrable Securities:  Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, and, in each case, the related Guarantees, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note (and the related Guarantees) has been declared effective by the SEC and such Security, Exchange Security or such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Security has been exchanged pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may be resold without restriction under state and federal securities laws or (iii) such Security, Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture.

Registration Statement:  Any registration statement of the Company that covers, any of the Securities, the Exchange Securities or the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

3

Rule 144:  Rule 144 under the Securities Act.

Rule 144A:  Rule 144A under the Securities Act.

Rule 405:  Rule 405 under the Securities Act.

Rule 415:  Rule 415 under the Securities Act.

Rule 424:  Rule 424 under the Securities Act.

SEC:  The U.S. Securities and Exchange Commission.

Securities:  See the introductory paragraphs hereto.

Securities Act:  The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Security Documents:  Shall have the meaning ascribed to such term in the Purchase Agreement.

Shelf Notice:  See Section 2(c) hereof.

Shelf Registration:  See Section 3(b) hereof.

Shelf Registration Statement:  Any Registration Statement relating to a Shelf Registration.

Shelf Suspension Period:  See Section 3(a) hereof.

Subsequent Shelf Registration:  See Section 3(b) hereof.

TIA:  The Trust Indenture Act of 1939, as amended.

Trustee:  The trustee under the Indenture and the trustee under any indenture (if different) governing the Exchange Securities and Private Exchange Notes (and the related Guarantees).

Underwritten registration or underwritten offering:  A registration in which securities of the Issuers are sold to an underwriter for reoffering to the public.

Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.

4

2.Exchange Offer

(a)Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Company shall use its commercially reasonable efforts to file with the SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed, on the same basis as the Guarantees, by the Guarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on such Notes or, if no such interest has been paid, from the Issue Date and (iii) the Exchange Notes shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA.  The Exchange Offer shall comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws.  The Company shall use its commercially reasonable efforts to (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 5th Business Day following the expiration of the Exchange Offer.

Each Holder (including, without limitation, each Participating Broker-Dealer) that participates in the Exchange Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that:  (i) any Exchange Securities acquired in exchange for Registrable Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has an arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

5

Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Notes (and the related Guarantees), Exchange Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

No securities other than the Exchange Securities and the Notes (and the related guarantees) shall be included in the Exchange Offer Registration Statement, except that if any additional notes (as defined in the Indenture) are issued which require the Company to consummate a substantially similar exchange offer similar to the Exchange Offer, the Company may include such additional notes on the same Exchange Offer Registration Statement and effect such exchange offers at the same time pursuant to the same documentation

(b)The Company shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC.  Such “Plan of Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities in compliance with the Securities Act.

The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Securities; provided, however, that such period shall not be required to exceed 90 days, or such longer period if extended pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).

If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Company, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Notes held by any such Holder, a like principal amount  of notes (the “Private Exchange Notes”) of the Company, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes.  The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted by the CUSIP Service Bureau.

6

In connection with the Exchange Offer, the Company shall:

(1)mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(2)use its commercially reasonable efforts to keep the Exchange Offer open for not less than 20 Business Days from the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);

(3)utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York or in Wilmington, Delaware;

(4)permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer remains open; and

(5)otherwise comply in all material respects with all laws, rules and regulations applicable to the Exchange Offer.

Within five Business Days after the close of the Exchange Offer and any Private Exchange, the Company shall:

(1)accept for exchange all Registrable Securities validly tendered and not validly withdrawn pursuant to the Exchange Offer and any Private Exchange;

(2)deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

(3)cause the Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount  to the Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company; and (iii) all governmental approvals shall have been obtained, which approvals the Company deem necessary for the consummation of the Exchange Offer or Private Exchange.

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The Exchange Securities and the Private Exchange Notes (and related guarantees) shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture.  The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter.

(c)If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Company is not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within five Business Days of the expiration of the Exchange Offer, (iii) any holder of Private Exchange Notes so requests in writing to the Company at any time within 30 days after the consummation of the Exchange Offer, or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company within the meaning of the Securities Act) and so notifies the Company within 30 days after such Holder first becomes aware of such restrictions, in the case of each of clauses (i) to and including (iv) of this sentence, then the Company shall promptly deliver to the Trustee (to deliver to the Holders) written notice thereof (the “Shelf Notice”) and shall file a Shelf Registration pursuant to Section 3 hereof. The earliest date on which the Company may be required to deliver a Shelf Notice is 300 days after the Issue Date.

3.Shelf Registration

If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

(a)Shelf Registration.  The Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”).  The Company shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date.  The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings).  The Company shall not permit any securities other than the Registrable Securities and the Guarantees and the Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below).

The Company shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities have been sold in compliance with Rule 144A (the “Effectiveness Period”); provided, however, that the Effectiveness Period in

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respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein.

Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than two (2) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company or Parent determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company or Parent, would be detrimental to the Company or Parent if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

(b)Withdrawal of Stop Orders; Subsequent Shelf Registrations.  If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall file an additional Shelf Registration Statement pursuant to Rule 415 covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective.  As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration.

(c)Supplements and Amendments.  The Company shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount  of the Registrable Securities (or their counsel) covered by such Registration Statement with respect to the information included therein with respect to one or more of such Holders, or, if reasonably requested by any underwriter of such Registrable Securities, with respect to the information included therein with respect to such underwriter.

4.Additional Interest

(a)The Company and the Initial Purchasers agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision.  Accordingly, the Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”)

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if (A) the Exchange Offer Registration Statement has not been declared effective on or prior to the 300th day after the Issue Date, (B) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Effectiveness Date for the Exchange Offer Registration Statement, (C)  the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 90th day after the Filing Date or (D) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Company) commencing on the (w) 301st day after the Issue Date, in the case of (A) above, (x) 31st Business Day after the Effectiveness Date for the Exchange Offer Registration Statement, in the case of (B) above, (y) the 91st day after the Filing Date in the case of (C) above or (z) the day such Shelf Registration ceases to be effective in the case of (D) above; provided, however, that upon the effectiveness of the applicable Exchange Offer Registration Statement (in the case of (A) of this Section 4), upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (B) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (C) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (D) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.  Notwithstanding any other provisions of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(C) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, that no Additional Interest shall accrue on the Notes following the second anniversary of the Issue Date. In addition, in no event will Additional Interest be due for more than one of the events described in Sections 4(a) (A), (B), (C) and (D) at any one time, notwithstanding that more than one event may have occurred at the same time

(b)The Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”).  Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each April 1 and October 1 (to the holders of record on the March 15 and September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue.  The amount of Additional Interest will be determined by the Company by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 365day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 365.

5.Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Company shall effect such registrations to permit the sale of the securities covered thereby in

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accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company hereunder the Company shall:

(a)Prepare and file with the SEC (prior to the applicable Filing Date in the case of a Shelf Registration), a Registration Statement or Registration Statements as prescribed by Section 2 or 3 hereof, and use its commercially reasonable efforts to cause each such Registration Statement to become effective under the Securities Act and remain effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to and afford a single counsel for the Holders of the Registrable Securities (selected by the Holders of a majority in aggregate principal amount of the Registrable Securities to be covered by such Registration Statement) covered by such Registration Statement (with respect to a Registration Statement filed pursuant to Section 3 hereof) or counsel for such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, and counsel to the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least three business days prior to such filing).  The Company shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount  of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object.

(b)Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period, the Applicable Period or until consummation of the Exchange Offer, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by an Participating Broker-Dealer covered by any such Prospectus in all material respects.  The Company shall be deemed not to have used its commercially reasonable efforts to keep a Registration Statement effective if it voluntarily takes any action that is reasonably expected to result in selling Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to sell Exchange Securities not being able to sell such Registrable Securities or such Exchange Securities during that period unless such action is required by applicable law or permitted by this Agreement.

(c)If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to

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sell Exchange Securities during the Applicable Period relating thereto from whom the Company has received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel and the managing underwriters, if any, promptly (but in any event within five Business Days), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Company, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules),  (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Securities or resales of Exchange Securities by Participating Broker-Dealers the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 5(m) hereof cease to be true and correct in all material respects, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of the Company’s determination that a post-effective amendment to a Registration Statement would be appropriate.

(d)Use its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer, for sale in any jurisdiction.

(e)If a Shelf Registration is filed pursuant to Section 3 and if requested during the Effectiveness Period by the managing underwriter or underwriters (if any) or the Holders of a majority in aggregate principal amount  of the Registrable Securities being sold in connection with an underwritten offering, (i) promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders or counsel for either of them reasonably request to be included therein, (ii) make all

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required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such Registration Statement.

(f)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who so requests (with respect to any such Registration Statement) and to their respective counsel and each managing underwriter, if any, at the sole expense of the Company, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules.

(g)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Company, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Securities covered by, or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus and any amendment or supplement thereto.

(h)Prior to any public offering of Registrable Securities pursuant to a Shelf Registration filed pursuant to Section 3 hereof or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its commercially reasonable efforts to register or qualify, and to cooperate with the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Securities held by Participating Broker-Dealers or Registrable Securities are offered other than through an underwritten offering, the Company agrees to cause its counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h), keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be

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kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Exchange Securities held by Participating Broker-Dealers or the Registrable Securities covered by the applicable Registration Statement; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(i)If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and  delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to be in such denominations (subject to applicable requirements contained in the Indenture) and registered in such names as the managing underwriter or underwriters, if any, or Holders may request.

(j)Use its commercially reasonable efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Company will cooperate in all respects with the filing of such Registration Statement and the granting of such approvals.

(k)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole expense of the Company, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder (with respect to a Registration Statement filed pursuant to Section 3 hereof) or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered by a Participating Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(l)Prior to the effective date of the first Registration Statement relating to the Registrable Securities, (i) provide the Trustee with certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Securities.

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(m)In connection with any underwritten offering of Registrable Securities pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Securities (including, without limitation, a customary condition to the obligations of the underwriters that the underwriters shall have received “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of the Company, or of any business acquired by the Company, for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Securities), and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by Issuer to underwriters in underwritten offerings of debt securities similar to the Securities, and confirm the same in writing if and when requested; (ii) obtain the written opinions of counsel to the Company, and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions reasonably requested in underwritten offerings; and (iii) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in Section 7 hereof (or such other provisions and procedures reasonably acceptable to Holders of a majority in aggregate principal amount  of Registrable Securities covered by such Registration Statement and the managing underwriter or underwriters or agents, if any).  The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(n)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, make available for inspection by any Initial Purchaser, a single representative of the selling Holders of such Registrable Securities being sold (selected by the Holders of a majority in principal amount of the Registrable Securities being sold in such underwriting) (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such representative of the selling Holders or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, representative of the Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the “Inspectors”), upon written request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent corporate documents and instruments of the Company and subsidiaries of the Company (collectively, the “Records”), as shall be reasonably necessary to

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enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company and any of its subsidiaries to supply all information (“Information”) reasonably requested by any such Inspector in connection with such due diligence responsibilities.  Each Inspector shall agree in writing that it will keep the Records and Information confidential, to use the Information only for due diligence purposes, to abstain from using the Information as the basis for any market transactions in Securities of the Company and that it will not disclose any of the Records or Information that the Company determines, in good faith, to be confidential and notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the information in such Records or Information has been made generally available to the public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof; provided, however, that prior notice shall be provided as soon as practicable to the Company of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Company to obtain a protective order (or waive the provisions of this paragraph (o)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector. Notwithstanding the foregoing, the Company and its subsidiaries do not need to show any Inspector any Information or Records (1) for which confidential treatment has been requested from the SEC or which is subject to attorney client privilege, in each case, unless such disclosure is necessary or advisable in the opinion of counsel for any Inspector to avoid or correct a misstatement or omission in such Registration State or Prospectus, or (2) to the extent the Inspector is or represents a competitor or potential competitor of the Company or any of its subsidiaries.

(o)Provide an indenture trustee for the Registrable Securities or the Exchange Securities, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Securities; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Securities, to effect such changes (if any) to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its commercially reasonable efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(p)Comply in all material respects with all applicable rules and regulations of the SEC and make generally available to its securityholders with regard to any applicable Registration Statement, a consolidated earning statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities

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Act) no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company, after the effective date of a Registration Statement, which statements shall cover said 12-month periods; provided that this requirement shall be deemed satisfied by the Company complying with Section 4.03 of the Indenture.

(q)If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by Holders to the Company (or to such other Person as directed by the Company), in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be, the Company shall mark, or cause to be marked, on such Registrable Securities that such Registrable Securities are being cancelled in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be; in no event shall such Registrable Securities be marked as paid or otherwise satisfied.

(r)Use reasonable efforts to cooperate with each seller of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

(s)Use its commercially reasonable efforts to take all other steps reasonably necessary to effect the registration of the Exchange Securities and/or Registrable Securities covered by a Registration Statement contemplated hereby.

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such seller and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request.  The Company may exclude from such registration the Registrable Securities of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request.  Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such seller not materially misleading.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

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Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or Participating Broker-Dealer, as the case may be, until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto.  In the event that the Company shall give any such notice, each of the Applicable Period and the Effectiveness Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof or (y) the Advice.

6.Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Company of its obligations under Sections 2, 3, 4, 5 and 8 shall be borne by the Company, whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount  of the Registrable Securities included in  any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) fees and expenses of the Trustee, any exchange agent and their counsel, (iv) fees and disbursements of counsel for the Company and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount  of Registrable Securities covered by such Shelf Registration (which counsel shall be reasonably satisfactory to the Company) exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(m) hereof (including, without limitation, the expenses of any “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Company, (ix) internal expenses

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of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement (collectively, the “Registration Expenses”).  Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all placement or agency fees and commissions, if any, attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

7.Indemnification and Contribution.

(a)The Company and the Guarantors jointly and severally agree, to indemnify and hold harmless each Holder of Registrable Securities, and each Participating Broker-Dealer selling Exchange Securities during the Applicable Period, and each Person, if any, who controls such Person or its affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Participant”) against any losses, claims, damages or liabilities, joint or several, to which any Participant may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i)any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus; or

(ii)the omission or alleged omission to state, in any Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any other document or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading,

except, in each case, insofar as such losses, claims, damages or liabilities are arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or any Holder furnished to the Company in writing through the Initial Purchasers or any selling Holder expressly for use therein;

and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse, as incurred, the Participant for any reasonable legal or other expenses incurred by the Participant in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, neither the Company nor the Guarantors will be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the

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Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information relating to any Participant furnished to the Company by such Participant specifically for use therein. The indemnity provided for in this Section 7 will be in addition to any liability that the Company may otherwise have to the indemnified parties.  The Company and the Guarantors shall not be liable under this Section 7 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company and the Guarantors, which consent shall not be unreasonably withheld.

(b)Each Participant, severally and not jointly, agrees to indemnify and hold harmless the Company, the Guarantors, their respective directors (or equivalent), their respective officers who sign any Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which the Company, the Guarantors or any such director, officer or controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Prospectus, any amendment or supplement thereto, or any preliminary prospectus, or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Participant, furnished to the Company by or on behalf of such Participant, specifically for use therein; and subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses incurred by the Company, the Guarantors or any such director, officer or controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action in respect thereof.  The indemnity provided for in this Section 7 will be in addition to any liability that the Participants may otherwise have to the indemnified parties.  The Participants shall not be liable under this Section 7 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Participants, which consent shall not be unreasonably withheld.

(c)Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) and (b) above.  The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification

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is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person); (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.  It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or separate but related or substantially similar proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) representing the indemnified parties under paragraph (a) or paragraph (b) of this Section 7, as the case may be, who are parties to such action or actions.  Any such separate firm for any Participants shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants in the case of paragraph (a) of this Section 7 or the Company in the case of paragraph (b) of this Section 7.  In the event that any Participants are indemnified persons collectively entitled, in connection with a proceeding or separate but related or substantially similar proceedings in a single jurisdiction, to the payment of fees and expenses of a single separate firm under this Section 7(c), and any such Participants cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate firm for all such Indemnified Persons shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants.  An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.  All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.

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(d)After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the third sentence of paragraph (c) of this Section 7 or (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party.  After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Section 7, in which case the indemnified party may effect such a settlement without such consent.

(e)In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 7 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to paragraph (a) or (b) of this Section 7, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Securities or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof).  The relative benefits received by the Company and the Guarantors on the one hand and such Participant on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) of the Securities received by the Company bear to the total discounts and commissions received by such Participant in connection with the sale of the Securities (or if such Participant did not receive discounts or commissions, the value or receiving the Securities).  The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand, or the Participants on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission, and any other equitable considerations appropriate in the circumstances.  The parties agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (e).  Notwithstanding any other provision of this paragraph (e), no Participant shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation or net proceeds on the sale of Securities received by such Participant in connection with the sale of the Securities, less the aggregate amount of any damages that such Participant has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and no person guilty of fraudulent

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misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each person, if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Participants, and each director of the Company and the Guarantors, each officer of the Company and the Guarantors and each person, if any, who controls the Company and the Guarantors within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company.

8.Rule 144A

The Company covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company is not required to file such reports, the Company will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144 and Rule 144A. The Company further covenants and agrees, for so long as any Registrable Securities remain outstanding that they will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A unless the Company is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144 and Rule 144A then in effect.

9.Underwritten Registrations

The Company shall not be required to assist in an underwritten offering unless requested by the Holders of a majority in aggregate principal amount  of the Registrable Securities. If any of the Registrable Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Company.

No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

10.Miscellaneous

(a)No Inconsistent Agreements.  The Company has not as of the date hereof, and the Company shall not, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company other issued and outstanding securities under any such agreements.  The Company will not enter

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into any agreement (other than the Registration Rights Agreement dated as of the date hereof in respect of the Notes) with respect to any of its securities which will grant to any Person piggy-back registration rights with respect to any Registration Statement. Notwithstanding the foregoing, the Company may enter into additional registration rights agreements with respect to additional notes or other notes which require exchange offers and shelf registration statements similar to those required by this Agreement.

(b)Adjustments Affecting Registrable Securities.  The Company shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

(c)Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of (I) the Company, and (II) (A) the Holders of not less than a majority in aggregate principal amount  of the then outstanding Registrable Securities and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount  of the Exchange Notes held by all Participating Broker-Dealers; provided, however, that Section 7 and this Section 10(c) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange Securities, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification or supplement.  Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be given by Holders of at least a majority in aggregate principal amount of the Registrable Securities being sold pursuant to such Registration Statement.

(d)Notices.  All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

(i)if to a Holder of the Registrable Securities, or any Participating Broker-Dealer, at the most current address of such Holder, or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Initial Purchasers as follows:

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York  10005
Facsimile No.:  (646) 324-7554
Attention:  High Yield Debt Syndicate Desk, 3rd Floor

with  copies to:

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Deutsche Bank Securities Inc.
60 Wall Street
New York, New York  10005

Attention: General Counsel, 36th Floor

and

Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York  10005
Facsimile No.:  (212) 269-5420
Attention:  Stuart Downing, Esq.

(ii)if to the Initial Purchasers, at the address specified in Section 10(d)(i);

(iii)if to the Company, at the address as follows:

Euramax Holdings, Inc.
5445 Triangle Parkway
Norcross, GA 30092-2585
Facsimile:  (770) 263-8031
Attention:  Mitch Lewis and Scott Vansant

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY  10004
Facsimile:  (212) 859-4000
Attention:  Christopher Ewan, Esq. and Michael Levitt, Esq.

All such notices and communications shall be deemed to have been duly given:  when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and upon written confirmation, if sent by facsimile.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified in such Indenture.

(e)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture.

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(f)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.  EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(i)Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j)Notes Held by the Company or its Affiliates.  Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k)Third-Party Beneficiaries.  Holders of Registrable Securities and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons.

(l)Entire Agreement.  This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Company on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EURAMAX INTERNATIONAL, INC.
By:	/s/ Mitchell B. Lewis
	Name:	Mitchell B. Lewis
	Title:	President and Chief Executive Officer
EURAMAX HOLDINGS, INC
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX FINANCE COMPANY, INC.
FABRAL HOLDINGS, INC.
FABRAL, INC.
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX BUILDING PRODUCTS, INC.
AMP COMMERCIAL, INC.
BERGER HOLDINGS, LTD.
BERGER BUILDING PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
By:	/s/ Mitchell B. Lewis
	Name:	Mitchell B. Lewis
	Title:	Chief Executive Officer
AMERIMAX UK, INC.
By:	/s/ Mitchell B. Lewis
	Name:	Mitchell B. Lewis
	Title:	Vice President

Signature Page to Registration Rights Agreement

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
DEUTSCHE BANK SECURITIES INC.
GLEACHER & COMPANY SECURITIES, INC.
WELLS FARGO SECURITIES, LLC
MORGAN KEEGAN & COMPANY, INC.
By: DEUTSCHE BANK SECURITIES INC.
By:	/s/ Frank Fazio
	Name:	Frank Fazio
	Title:	Managing Director
By:	/s/ David Lynch
	Name:	David Lynch
	Title:	Managing Director
For itself and the other
several Initial Purchasers.

Signature Page to Registration Rights Agreement

EX-4.5

Exhibit 4.5

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

AGREEMENT dated as of June 29, 2009 (the “Effective Date”) among (i) Euramax Holdings, Inc., a Delaware corporation (the “Company”), (ii) the holders of Common Stock listed on Schedule I hereto, (iii) any other Person that acquires any Common Stock for so long as such Common Stock constitutes Registrable Securities hereunder from any such holders, directly or indirectly, and (iv) any other Person that acquires Registrable Securities from the Company pursuant to the Management Compensation Plan directly or indirectly (collectively, the “Stockholders”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution hereof, the Stockholders have, pursuant to that certain Purchase Agreement, dated as of the date hereof, among the Stockholders and Euramax International, Inc., a Delaware corporation (the “Borrower”), exchanged all of their Obligations under and as defined in that certain Second Lien Credit and Guaranty Agreement, dated as of June 29, 2005, (as heretofore in effect, the “Second Lien Credit Agreement”), for 100% of the stock of the Company outstanding as of the date hereof (exclusive of Common Stock reserved for the Management Compensation Plan).

WHEREAS, each Stockholder is on the date hereof the holder of the number of shares of Common Stock as is set forth on Schedule I attached hereto.

WHEREAS, the Company and the Stockholders desire to set forth their agreement as to certain matters relating to the registration of securities of the Company.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01           Definitions. (a) The following terms, as used herein, have the following meanings:

“Affiliate” shall have the meaning ascribed to the term “Affiliated person” in Section 2(a)(3) of the Investment Company Act of 1940, as amended, and shall include any fund or account sharing a common Investment Adviser. The term “Affiliated” shall have the correlative meaning.

“Board” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“Common Shares” means shares of Common Stock.

“Common Stock” means the Class A voting Common Stock, par value $1.00 per share, of the Company and any stock into which such Common Stock may hereafter be converted or changed (including by way of recapitalization, merger, consolidation, other reorganization or otherwise).

“Confidential Information” means all information received from the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Stockholder on a nonconfidential basis prior to disclosure by the Company or any of its Subsidiaries.

“Effective Date” has the meaning set forth in the introduction of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor or replacement thereto.

“FINRA” means the Financial Industry Regulation Authority, Inc.

“First Public Offering” means the first Public Offering after the date hereof.

“Investment Adviser” shall have the meaning ascribed to such term in Section 2(a)(20) of the Investment Company Act of 1940, as amended, and any successor or replacement thereto.

“Management Compensation Plan” shall mean that certain Euramax Management Incentive Plan pursuant to which (i) [nine and 87/100 percent (9.87%)] of the fully diluted outstanding Common Stock of the Company as of the date hereof will be reserved for issuance to certain members of management of the Company and (ii) one percent (1%) of the fully diluted outstanding Common Stock as of the date hereof will be reserved for issuance to members of the Board, each as determined by the Board, and in each case, calculated after giving effect to the potential issuance of all Common Stock under the Management Compensation Plan.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Public Offering” means an underwritten public offering of Registrable Securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.

“Registrable Securities” means (i) those Common Shares transferred to the holders of Common Shares listed on Schedule I hereto pursuant to that certain Purchase Agreement, dated as of the Effective Date, by and between Euramax International, Inc. and each second lien lender signatory thereto, regardless of whether such Common Shares continue to be held by the holders listed on Schedule I hereto, and (ii) Common Shares issued pursuant to the Management Incentive Plan, in each case until (A) a registration statement covering such Common Shares has been declared effective by the SEC and such Common Shares have been disposed of pursuant to such effective registration statement or (B) such Common Shares are sold, assigned or otherwise disposed of, the Company has delivered a new certificate or other evidence of ownership for such Common Shares not bearing the legend required pursuant to the Stockholders Agreement

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and such Common Shares may be resold without subsequent registration under the Securities Act.

“Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) registration, listing and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and expenses of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 2.04(h)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees and expenses of one counsel for all of the Stockholders participating in the offering (selected by the Stockholders holding the majority of the Registrable Securities to be sold for the account of all Stockholders in the offering), (ix) reasonable fees and expenses in connection with any review by FINRA of the underwriting arrangements or other terms of the offering, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xiii) all out-of-pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 2.04(1). Except as set forth in clause (viii) above, Registration Expenses shall not include any out-of-pocket expenses of any Stockholders (or any agents who manage their accounts).

“Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities” means the Common Stock, any other equity securities of the Company and any shares of capital stock or other securities directly or indirectly exercisable for, or convertible into, such securities.

“Securities Act” means the Securities Act of 1933, as amended, and any successor or replacement thereto.

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“Stockholders Agreement” means that certain Stockholders Agreement, dated as of the Effective Date, among the Company and the holders of Common Stock listed on Schedule I thereto.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

Section 1.02           Other Definitional and Interpretative Provisions. The words “hereof, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

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ARTICLE 2

REGISTRATION RIGHTS

Section 2.01           Demand Registration. (a) If at any time following one hundred and eighty (180) days after the Effective Date, the Company shall receive a request from any Stockholder, or group of Stockholders, that holds in the aggregate a majority (or, if the First Public Offering has occurred, any Stockholder or group of Stockholders, that hold, in the aggregate 10%) or more of the then outstanding Common Stock (the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 20 Business Days prior to the anticipated printing date for the preliminary prospectus relating to such Demand Registration to the other Stockholders and shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of:

(i)all Registrable Securities for which the Requesting Stockholders have requested registration under this Section 2.01, and

(ii)subject to the restrictions set forth in Sections 2.01(h) and Section 2.08, all other Registrable Securities that any other Stockholders (all such other Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within 20 Business Days after such Stockholders receive the Company’s notice of the Demand Registration (such request shall include all information with respect to such Stockholder required to effect the registration of such Stockholder’s Registrable Securities),

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that, subject to Section 2.01(g), the Company shall not be obligated to effect more than four (4) Demand Registrations. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period, and in no event shall the Company be required to effect a Demand Registration within three months of a Public Offering of Securities by the Company.

(b)Promptly after the expiration of the 20 Business Day-period referred to in Section 2.01(a)(ii), the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses

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in connection with such revoked request), or (ii) the Requesting Stockholders reimburse the Company for all Registration Expenses of such revoked request.

(c)The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, except as set forth in Section 2.01(b).

(d)Any registration statement filed pursuant to a Demand Registration requested at any time after the one-year anniversary of the First Public Offering shall be a shelf registration statement that complies with the provisions of Rule 415 under the Securities Act.

(e)Any registration of the Company’s Common Stock pursuant to this Section 2.01 shall be effected solely for the purpose of registering the offer and sale of the Common Stock held by the Registering Stockholders and shall not be effected for any offer or sale by the Company of securities by the Company unless (i) otherwise agreed with the Requesting Stockholder, or (ii) such registration constitutes the First Public Offering.

(f)Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to effect a registration pursuant to this Section 2.01 that would constitute the First Public Offering unless the proposed managing underwriter with respect to such offering advises the Company that in its view such offering would result in the Company and the Registering Stockholders receiving, in the aggregate, no less than $50,000,000 of net proceeds from sales to Persons other than Affiliates of the Company.

(g)A Demand Registration shall not be deemed to have occurred:

(i)unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 90 days, or in the case of a shelf registration statement, two years (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or

(ii)if the Maximum Offering Size is reduced in accordance with Section 2.01(h) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included.

(h)If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not

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Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

(i)first, all Registrable Securities requested to be registered by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each), and

(ii)second, any securities proposed to be registered for the account of the Company.

(i)Upon notice to each Registering Stockholder, the Company may postpone effecting a registration pursuant to this Section 2.01, and may require the Stockholders to suspend the use of any prospectus for sales of Common Shares under a registration statement, on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 75 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Stockholders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company.

Section 2.02Piggyback Registration. (a) If, other than pursuant to Section 2.01, the Company proposes to register any Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 30 Business Days prior to the anticipated printing date of the preliminary prospectus relating to such registration to each Stockholder owning any Common Shares, which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Stockholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in

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Section 2.03(f)(i) on the same terms and conditions as apply to the Company or the Requesting Stockholders, as applicable, and (ii) if, at any time after giving notice of its intention to register any Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

(b)If a Piggyback Registration involves an underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size:

(i)first, so much of the Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size,

(ii)second, all Registrable Securities requested to be included in such registration by any Stockholders pursuant to Section 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each), and

(iii)third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Section 2.03           Registration Procedures. Whenever Stockholders request that any Registrable Securities be registered pursuant to Section 2.01 or 2.02, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request:

(a)Subject to Section 2.01(d), the Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective continuously for a period of not less than 90 days, or in the case of a shelf registration statement, two years (or such shorter period in which all of the Registrable Securities of the Registering Stockholders included in such registration statement shall have actually been sold thereunder).

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(b)Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Stockholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder. Each Stockholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Stockholder and the Company shall use its best efforts to comply with such request, provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(c)After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Stockholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(d)The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Stockholder holding such Registrable Securities reasonably (in light of such Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Stockholder to consummate the disposition of the Registrable Securities owned by such Stockholder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.03(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

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(e)The Company shall immediately notify each Registering Stockholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Stockholder and file with the SEC any such supplement or amendment.

(f)(i) the Requesting Stockholders shall have the right to select an underwriter or underwriters in connection with any Public Offering resulting from the exercise by such Requesting Stockholder of a Demand Registration, which selection shall be subject to the approval of the Company, which approval shall be reasonably given, and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the FINRA.

(g)Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Agreement and any attorney, accountant or other professional retained by any such Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Securities unless and until such information is made generally available to the public. Each Registering Stockholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h)The Company shall furnish to each such managing underwriter, if any, and shall use its reasonable best efforts to furnish to each Registering Stockholder, a signed

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counterpart, addressed to such Registering Stockholder or managing underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be (unless, with respect to the Registering Stockholders, such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession), as a majority of such Registering Stockholders or the managing underwriter therefor reasonably requests.

(i)The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

(j)The Company may require each Registering Stockholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.

(k)Each Registering Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.03(e), such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.03(e), and, if so directed by the Company, such Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.03(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.03(e) to the date when the Company shall make available to such Stockholder a prospectus supplemented or amended to conform with the requirements of Section 2.03(e).

(l)The Company shall use its reasonable best efforts to have appropriate officers of the Company (i) prepare and make presentations at any “road shows,” and (ii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

(m)The Company’s obligations under this Section 2.03 shall not be conditioned upon any Registering Stockholder (other than the Requesting Stockholders) meeting the information requirements of Section 2.01(a)(ii).

(n)The Company shall use its reasonable best efforts to have the Registrable Securities covered by such registration statement approved for quotation or listing on the

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market or exchange where the Common Stock then trades, so long as the Company is subject to the reporting requirements under the Exchange Act and otherwise qualifies for such quotation or listing.

Section 2.04           Indemnification by the Company. The Company agrees to indemnify and hold harmless each Stockholder holding Registrable Securities covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls such Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are arising out of or based upon any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Stockholder or on such Stockholder’s behalf expressly for use therein, provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Company has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.04.

Section 2.05           Indemnification by Participating Stockholders. Each Stockholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Stockholder, but only (i) with respect to information furnished in writing by such Stockholder or on such Stockholder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined

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that it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each such Stockholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as such Stockholder is required to indemnify the Company as provided in this Section 2.05. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Stockholder shall be liable under this Section 2.05 for any Damages in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder to which such Damages relate.

Section 2.06           Conduct of Indemnification Proceedings. If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 2, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party agrees to pay such fees and expenses or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, or for fees and expenses that are not reasonable, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

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Section 2.07           Contribution. If the indemnification provided for in this Article 2 is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and the Stockholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such Stockholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and each such Stockholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Stockholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such Stockholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Stockholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and such Stockholders or by such underwriters. The relative fault of the Company on the one hand and of each such Stockholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.07 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.07, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Stockholder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Stockholder were offered to the public (less underwriters’ discounts and commissions) exceeds the amount of any Damages that such

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Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Stockholder’s obligation to contribute pursuant to this Section 2.07 is several in the proportion that the proceeds of the offering received by such Stockholder bears to the total proceeds of the offering received by all such Stockholders and not joint.

Section 2.08           Participation in Public Offering. No Stockholder may participate in any Public Offering permitted under Section 2.01(d) unless such Stockholder (a) agrees to sell such Stockholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and Stockholders holding at least a majority of the Registrable Securities included in such Public Offering and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

Section 2.09           Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Stockholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

Section 2.10           Cooperation by the Company. If any Stockholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Stockholder and shall provide to such Stockholder such information as such Stockholder shall reasonably request.

Section 2.11           No Transfer of Registration Rights. None of the rights of Stockholders under this Article 2 shall be assignable by any Stockholder to any Person acquiring Securities in any Public Offering.

ARTICLE 3

CERTAIN COVENANTS AND AGREEMENTS

Section 3.01           Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (a) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Stockholders included therein or (b) on terms otherwise more favorable than this Agreement.

Section 3.02           Charter or Bylaw Provisions. Each Stockholder agrees to vote its Securities or execute proxies or written consents, as the case may be, to ensure that the Company’s certificate of incorporation and bylaws (a) facilitate, and do not at any time conflict

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with, any provision of this Agreement and (b) permit each Stockholder to receive the benefits to which each such Stockholder is entitled under this Agreement.

Section 3.03           Conflicting Agreements. The Company represents that it has not, and agrees that it shall not, enter into any agreement that is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

ARTICLE 4

MISCELLANEOUS

Section 4.01           Binding Effect; Assignability. This Agreement shall be binding upon and enforceable by each of the parties hereto pursuant to, and shall inure to the benefit of and be binding upon the successors, assigns and, subject to Section 2.11, transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent holders of Registrable Securities. The failure of any party to execute this Agreement shall not prevent them from exercising their rights under this Agreement, subject to their obligations under and the terms and conditions of this Agreement. If any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

Section 4.02           Notices. All notices, requests and other communications (collectively, “Communications”) to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission,

if to the Company, to:	Euramax Holdings, Inc. 5445 Triangle Parkway Suite 350 Norcross, GA 30092 Facsimile: (770) 449-7354 Attn: R. Scott Vansant
if to any Stockholder, to:	The address of such Stockholder listed on Schedule I, or such other address as provided by such Stockholder to the Company.

All Communications shall be deemed received on the earliest of (i) the date such Communication is sent by facsimile transmission, (ii) the date such Communication is delivered in person, (iii) the day after the date such Communication is placed in overnight mail with a national overnight courier service or (iv) three days after the date such Communication is mailed by certified or registered mail, in each case so long as such day is a Business Day. If such day is not a Business Day, any such Communication shall be deemed not to have been received until

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the next succeeding Business Day. Any Communication sent by facsimile transmission shall be confirmed by certified or registered mail, return receipt requested, posted within one Business Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmissions.

Any Person that becomes a Stockholder shall provide its address and fax number to the Company, which shall, upon request, promptly provide such information to any Stockholder requesting such information.

Section 4.03           Waiver; Amendment. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of (i) a majority of the Board and (ii) Stockholders holding at least two-thirds of the then outstanding Registrable Securities. Notwithstanding the foregoing, no provision of this Agreement may be amended or waived if such amendment or waiver of any provision would have the effect of adversely and disproportionately affecting any of the rights of any of Stockholder, (y) adversely and disproportionately affecting Persons who may be granted Securities under the Management Compensation Plan, whether or not any such Securities have been granted, without the written agreement of the Chief Executive Officer of the Company or (z) treating preferentially (including the changing of any existing material right or preference) in any material way any other Stockholder over another Stockholder except by written agreement of such Stockholder or Stockholders not being granted such material right or preference.

Section 4.04           Fees and Expenses. Except as may be otherwise provided herein or in any other agreement between or among any parties hereto, the fees and expenses incurred by any Stockholder in connection with this Agreement, any amendment or waiver hereof and the transactions contemplated hereby and all matters related hereto shall be paid by such Stockholder, except the Company shall pay all fees and expenses of one counsel for all Stockholders (selected by Stockholders holding the majority of the Securities held by all Stockholders) in connection with any amendment or waiver of this Agreement or any transactions related thereto.

Section 4.05           Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws rules of such state.

Section 4.06           Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of

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any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.02 shall be deemed effective service of process on such party.

Section 4.07           WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.08           Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 4.09           Effectiveness. This Agreement shall become effective upon the Effective Date of and as defined in the Plan.

Section 4.10           Entire Agreement. This Agreement and the Stockholders Agreement constitute the entire agreement among the parties hereto and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof and thereof.

Section 4.11           Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 4.12           Confidentiality. Any Confidential Information received by the Stockholders in connection with this Agreement, including, without limitation, a notice delivered by the Company to the Stockholders pursuant to Section 2.01(i), shall be subject to the provisions relating to confidentiality in the Stockholders Agreement.

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EXECUTION VERSION

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its authorized officer and each Stockholder is deemed to have accepted and agreed this Agreement, in each case as of the day and year first above written.

EURAMAX HOLDINGS, INC.

Name:

Title:

Company Registration Rights Signature Page

EX-4.6

Exhibit 4.6

AMENDMENT NO. 1

TO THE

REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT, dated as of July 21, 2010 (this “Amendment”), to the Registration Rights Agreement, dated as of June 29, 2009 (the “Registration Rights Agreement”), is by and among (i) Euramax Holdings, Inc., a Delaware corporation (the “Company”), (ii) the holders of Common Stock listed on Schedule I attached to the Registration Rights Agreement, (iii) any other Person that acquires any Common Stock for so long as such Common Stock constitutes Registrable Securities hereunder from any such holders, directly or indirectly, and (iv) any other Person that acquires Registrable Securities from the Company pursuant to the Management Compensation Plan directly or indirectly.

WHEREAS, pursuant to Section 4.03 of the Registration Rights Agreement, the Registration Rights Agreement may be amended if the amendment is approved in writing by the Company, with the approval of (i) a majority of the Board of Directors of the Company and (ii) the holders of at least two-thirds of the then outstanding Registrable Securities;

WHEREAS, the Board of Directors of the Company has approved entry by the Company into this Amendment;

WHEREAS, the holders of Registrable Securities listed on the signature pages hereto hold at least two-thirds of the outstanding Registrable Securities;

WHEREAS, the Company and the parties hereto wish to amend the Registration Rights Agreement as follows.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments.

(a)The Registration Rights Agreement is hereby amended to add the following defined terms to Section 1.01(a):

“‘IPO Lock-Up Period’ means the time period beginning 10 calendar days prior to the Pricing Date and ending 180 calendar days following the Pricing Date for the First Public Offering, provided, however, that such time period may be extended by up to 34 days upon the reasonable request of the underwriters for the First Public Offering in connection with an earnings release of, material news concerning or the occurrence of a material event concerning the Company.”

“‘Pricing Date’ means the date of the final prospectus relating to a Public Offering.”

(b)Section 2.02 of the Registration Rights Agreement is hereby amended as follows:

(i)The first sentence of Section 2.02(a) of the Registration Rights Agreement is hereby amended by replacing “30 Business Days” with “10 Business Days.”

(ii)The second sentence of Section 2.02(a) of the Registration Rights Agreement is hereby amended by replacing “15 Business Days” with “8 Business Days.”

(iii)A new sentence shall be added at the end of Section 2.02(a) to read as follows: “Notwithstanding anything to the contrary contained herein, the provisions of this Section 2.02(a) shall not apply to the First Public Offering.”

(c)The first sentence of Section 2.08 of the Registration Rights Agreement is hereby amended by replacing “under Section 2.01(d)” with “under Section 2.01 or Section 2.02.”

(d)The Registration Rights Agreement is hereby amended to add a new Section 2.12 to read as follows:

“Section 2.12Holdback Agreements.

(a)No Stockholder who holds Registrable Securities shall effect any sale or distribution (including sales pursuant to Rule 144) of Securities of the Company during the IPO Lockup Period, unless the underwriters of the First Public Offering otherwise agree.  Each Stockholder agrees to sign a reasonable and customary lockup letter requested by the underwriters in connection with the First Public Offering with time periods consistent with the time periods described above.

(b)The Company (i) shall not effect any sale or distribution of its Securities during the IPO Lockup Period (except as part of the underwritten registration for the First Public Offering), and (ii) shall use its commercially reasonable best efforts to cause each purchaser of its Securities acquired from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any sale or distribution (including sales pursuant to Rule 144) of any Securities of the Company during the IPO Lockup Period (except as part of the IPO Lockup Period underwritten registration), unless the underwriters of the First Public Offering otherwise agree.”

2.Miscellaneous.

(a)Defined Terms.  Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Registration Rights Agreement.

(b)Reference to the Registration Rights Agreement.  Each reference in the Registration Rights Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Registration Rights Agreement shall mean and be a reference to the Registration Rights Agreement as amended by this Amendment.

(c)Effect of Amendment.

(i)Except as amended by this Amendment, the Registration Rights Agreement shall remain in full force and effect in accordance with its terms.

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(ii)This Amendment shall be effective upon the date hereof.  From and after the date of this Amendment, the Registration Rights Agreement shall be read and construed in all respects as incorporating the amendments contained herein, provided, however, that if (a) the First Public Offering is not consummated on or prior to the date that is 9 months from the date hereof or (b) on the Pricing Date, the proposed terms of the First Public Offering are not consistent with the terms approved by the Stockholders that are set forth in the written consent of the Stockholders, dated the date hereof, then this Amendment shall terminate, be null and void and shall have no further force or effect.

(d)Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

(e)Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws rules of such state.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

EURAMAX HOLDINGS, INC.
By:	/s/ Mitchell B. Lewis
Name:	Mitchell B. Lewis
Title:	President and CEO

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

EX-5.1

Exhibit 5.1

August 30, 2011

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, GA 30092

Ladies and Gentlemen:

We have acted as special counsel to Euramax International, Inc., a Delaware corporation (the “Company”), and each of the guarantors listed on Schedule A hereto (the “Guarantors”) in connection with the Company’s offer to exchange up to $375,000,000 in aggregate principal amount of its 9½% Senior Secured Notes due 2016 (the “Exchange Notes”), which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its 9½% Senior Secured Notes due 2016 that were issued on March 18, 2011 (the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”) pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 30, 2011 (as amended from time to time, the “Registration Statement”). Pursuant to the Indenture (as defined below) the Outstanding Notes are, and the Exchange Notes will be, unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indenture (the “Outstanding Note Guarantees” and the “Exchange Note Guarantees”, respectively).  All capitalized terms used herein that are defined in, or by reference in, the Indenture have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein.  With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, facsimile, electronic, photostatic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company and the Guarantors and others, in each case, as we have deemed necessary or appropriate for the purposes of this opinion.  We have examined, among other documents, the following:

(a)the Indenture, dated as of March 18, 2011, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Indenture”);

(b)the Outstanding Notes and the Outstanding Note Guarantees; and

(c)the forms of the Exchange Notes and the Exchange Note Guarantees.

The documents referred to in items (a) through (c) above are collectively referred to as the “Documents.”

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed, facsimile, electronic or reproduction copies.  As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, any representations and warranties contained in the Documents and certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others and assume compliance on the part of all parties to the Documents with their covenants and agreements contained therein.

To the extent it may be relevant to the opinions expressed herein, we have assumed (i) that the Exchange Notes will be duly authenticated and delivered by the Trustee, in accordance with the terms of the Indenture, against receipt of the Outstanding Notes surrendered in exchange therefor, (ii) that all of the parties to the Documents (other than the Company and the Guarantors organized in Delaware) are validly existing and in good standing under the laws of their respective jurisdictions of organization and have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby, (iii) that the Documents have been duly authorized, executed and delivered by all of the parties thereto (other than the Company and the Guarantors organized in Delaware) , the execution thereof does not violate the charter, the by-laws or any other organizational document of any such parties (other than the Company and the Guarantors organized in Delaware) or the laws of the jurisdiction of incorporation of any such parties (other than the Company and the Guarantors organized in Delaware) and each of the Documents constitutes valid and binding obligations of all the parties thereto (other than the Company and the Guarantors), enforceable against such parties in accordance with their respective terms, and (iv) that all of the parties to the Documents will comply with all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1.The Exchange Notes, when executed, issued and delivered in accordance with the terms of the Indenture in exchange for the Outstanding Notes in the manner contemplated by the Registration Statement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

2.The Exchange Note Guarantees by the Guarantors, when the

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Exchange Notes have been duly executed, issued and delivered in accordance with the terms of the Indenture in exchange for the Outstanding Notes in the manner contemplated by the Registration Statement, will constitute a valid and binding obligation of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms.

The opinions set forth above are subject to the following qualifications:

(A)  We express no opinion as to the validity, binding effect or enforceability of any provision of the Documents relating to indemnification, contribution or exculpation to the extent limited by applicable principles of public policy.

(B)  We express no opinion as to the validity, binding effect or enforceability of any provision of the Documents:

(i)(a) containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Company or the Guarantors under any of such Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under provisions of applicable law (including judicial decisions); or (b) with respect to any Waiver in the Exchange Note Guarantees insofar as it relates to causes or circumstances that would operate as a discharge or release of, or defense available to, the Guarantors thereunder as a matter of law (including judicial decisions), except to the extent such Waiver is effective under and is not prohibited by or void or invalid under applicable law (including judicial decisions);

(ii)related to (I) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent the validity, binding effect or enforceability of any provision is to be determined by any court other than a court of the State of New York, or (II) choice of governing law to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York or a federal district court sitting in the State of New York, in each case, applying the law and choice of law principles of the State of New York;

(iii)specifying that provisions thereof may be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of such agreement; and

(iv)which may be considered to be in the nature of a penalty.

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(C)  Our opinions are subject to the following:

(i)bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws now or hereafter in effect affecting creditors’ rights generally; and

(ii)general equitable principles (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits on the availability of equitable remedies) whether such principles are considered in a proceeding in equity or at law.

(D)  Provisions in the Exchange Note Guarantees and the Indenture that provide that the Guarantors’ liability thereunder shall not be affected by (i) actions or failures to act on the part of the recipient, the holders or the Trustee, (ii) amendments or waivers of provisions of documents governing the guaranteed obligations or (iii) other actions, events or circumstances that make more burdensome or otherwise change the obligations and liabilities of the Guarantors might not be enforceable under certain circumstances and in the event of actions that change the essential nature of the terms and conditions of the guaranteed obligations.  With respect to each Guarantor, we have assumed that consideration that is sufficient to support the agreements of each Guarantor under Documents has been received by each Guarantor.

The opinions expressed herein are limited to the laws of the State of New York and, to the extent relevant, the General Corporation Law of the State of Delaware, each as currently in effect, together with applicable provisions of the Constitution of Delaware and relevant decisional law, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.  Insofar as the opinions expressed herein involve the laws of the State of Indiana, we have relied with your permission solely on the opinion of Baker & Daniels LLP, addressed to you on August 30, 2011 and filed as Exhibit 5.2 to the Registration Statement. Insofar as the opinions expressed herein involve the laws of the State of Pennsylvania, we have relied with your permission solely on the opinion of Dilworth Paxson LLP, addressed to you on August 30, 2011 and filed as Exhibit 5.3 to the Registration Statement.

The opinions expressed herein are given only as of the date of effectiveness of the Registration Statement, and we undertake no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein or for any other reason.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

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Very truly yours,

/s/ Fried, Frank, Harris, Shriver & Jacobson LLP

FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

5

SCHEDULE A

Amerimax Building Products, Inc., a Delaware corporation

Amerimax Fabricated Produces, Inc., a Delaware corporation

Amerimax Finance Company, Inc., a Delaware corporation

Amerimax Home Products, Inc., a Delaware corporation

Amerimax Richmond Company, an Indiana corporation

Amerimax UK, Inc., a Delaware corporation

AMP Commercial, Inc., a Delaware corporation

Berger Building Products, Inc., a Pennsylvania corporation

Berger Holdings, Ltd., a Pennsylvania corporation

Euramax Holdings, Inc., a Delaware corporation

Fabral Holdings, Inc., a Delaware corporation

Fabral, Inc., a Delaware corporation

6

EX-5.2

Exhibit 5.2

August 30, 2011

Euramax International, Inc.

5445 Triangle Parkway, Suite 350

Norcross, GA 30092

Ladies and Gentlemen:

We have acted as special Indiana counsel to Amerimax Richmond Company an Indiana corporation (the “Guarantor”) in connection with the offer of Euramax International, Inc. (the “Issuer”) to exchange up to $375,000,000 in aggregate principal amount of its 9½% Senior Secured Notes due 2016 (the “Exchange Notes”), which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its 9½% Senior Secured Notes due 2016 that were issued on March 18, 2011 (the “Outstanding Notes”, and together with the Exchange Notes, the “Notes”) pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2011 (the “Registration Statement”). Pursuant to the Indenture, dated as of March 18, 2011, among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (as supplemented, the “Indenture”), the Exchange Notes will be unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indenture (the “Exchange Note Guarantees”).  All capitalized terms used herein that are defined in, or by reference in, the Indenture have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein.  With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with rendering this opinion, we have examined and relied upon, without investigation or independent verification, the Registration Statement and the Indenture, which will be filed with the SEC as an exhibit to the Registration Statement, and that certain Certificate of Existence for Guarantor issued by the Indiana Secretary of State on August 18, 2011, the copies of the Article of Incorporation and By-laws of Guarantor which have been provided to us and the Unanimous Written Consent of the Board of Directors of Amerimax Richmond Company dated March 11, 2011, which we assume to have remained in full force and effect, without further amendment or modification.  We have examined the Indenture and the Registration Statement solely for the purpose of providing the authorization opinions provided for herein and we do not express any opinion as to the Indenture or the Registration Statement.  As to questions of fact material to this opinion, we have relied, without independent investigation or verification, upon certificates or comparable documents of public officials and of officers and representatives of the Guarantor and as set forth in the

documents examined in connection with this opinion as set forth above.  Our involvement in the transaction contemplated by the Exchange Notes has been limited to rendering this opinion.  We have not been involved in any actions taken by Issuer or Guarantor related to the Exchange Notes, the negotiation of the terms and provisions of documents related to the Exchange Notes or the Registration Statement.  Accordingly, we express no opinion as to any matters, legal or otherwise, not expressly mentioned herein.

In rendering the opinions set forth below, we have assumed, without independent investigation or verification, the genuineness of all signatures contained in the documents and certificates we have examined, the legal capacity of natural persons, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic and complete original documents of all documents submitted to us as duplicates or certified or conformed copies.  We also have assumed the Indenture is the valid and legally binding obligation of all parties thereto other than Guarantor.

Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that:

1.Based solely on our review of the Certificate of Existence referenced above, the Guarantor is validly existing as a corporation under the laws of the State of Indiana.

2.The Guarantor has the corporate power and authority to execute and deliver the Exchange Note Guarantees and perform its obligations thereunder; and

3.The Exchange Note Guarantees have been duly authorized by the Guarantor.

The opinions expressed herein are limited to the effect of the laws of the State of Indiana.  We do not express any opinion herein concerning any law other than the laws of the State of Indiana.  We express no opinion on the Indiana or United States laws, statutes rules or regulations relating to taxations, banking, securities or “blue sky” laws.

The opinions expressed herein are given only as of the date of effectiveness of the Registration Statement, and we undertake no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein or for any other reason.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.  This opinion letter may be relied upon by Fried, Frank, Harris, Shriver &

2

Jacobson LLP, as if it were addressed to it, in rendering its opinions in connection with the registration of the offer and sale of the Exchange Notes and the sale and issuance of the Exchange Notes as described in the Registration Statement.

Very truly yours,

/s/ Baker & Daniels LLP

BAKER & DANIELS LLP

3

EX-5.3

Exhibit 5.3

August 30, 2011

Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, GA 30092

Re:$375,000,000 Euramax International, Inc. 9½% Senior Secured Notes due 2016

Ladies and Gentlemen:

We have acted as Pennsylvania counsel for Berger Holdings, Ltd., a Pennsylvania corporation (“BHL”), and Berger Building Products, Inc., a Pennsylvania corporation (“BBP” and together with BHL, the “Guarantors”; each, a “Guarantor”), in connection with Euramax International, Inc.’s (the “Issuer”) offer to exchange up to $375,000,000 in aggregate principal amount of its 9½% Senior Secured Notes due 2016 (the “Exchange Notes”), which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its 9½% Senior Secured Notes due 2016 that were issued on March 18, 2011 (the “Outstanding Notes”, and together with the Exchange Notes, the “Notes”) pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2011 (the “Registration Statement”). Pursuant to the Indenture, dated as of March 18, 2011, among the Issuer, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (as supplemented, the “Indenture”), the Exchange Notes will be unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indenture (the “Exchange Note Guarantees”).  All capitalized terms used herein that are defined in, or by reference in, the Indenture have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein.  With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

As such counsel, we have examined originals or copies, certified to our satisfaction, of the following documents:

(i)the Outstanding Notes, the Indenture, the Registration Statement, the Exchange Notes and the Exchange Note Guarantees (collectively, the “Transaction Documents”);

(ii)the Articles of Incorporation of BHL, as amended (the “BHL Charter”), as certified by the Secretary of State of Pennsylvania;

(iii)the Bylaws of BHL, as certified by the Secretary of BHL (the “BHL Bylaws”);

(iv)the resolutions of the Board of Directors of BHL relating to the Exchange Note Guarantees, as certified by the Secretary of BHL;

(v)a certificate of the Secretary of BHL certifying as to the incumbency of the officers of BHL and certain other matters;

(vi)a subsistence certificate dated August 9, 2011, from the Secretary of State of Pennsylvania with respect to BHL (the “BHL Subsistence Certificate”);

(vii)the Articles of Incorporation of BBP, as amended (the “BBP Charter”), as certified by the Secretary of State of Pennsylvania;

(viii)the Bylaws of BBP, as certified by the Secretary of BBP (the “BBP Bylaws”);

(ix)the resolutions of the Board of Directors of BBP relating to the Exchange Note Guarantees, as certified by the Secretary of BBP;

(x)a certificate of the Secretary of BBP certifying as to the incumbency of the officers of BBP and certain other matters;

(xi)a subsistence certificate dated August 9, 2011, from the Secretary of State of Pennsylvania (the “BBP Subsistence Certificate” and together with the BHL Subsistence Certificate, the “Subsistence Certificates”); and

(xii)such other documents, records and certificates as we have deemed necessary or appropriate as a basis for the opinions expressed below.

In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies.

In rendering this opinion, we also have assumed that the terms and conditions of the transactions as reflected in the Transaction Documents have not been amended, modified or supplemented, directly or indirectly, by any other agreement or understanding of the parties or the waiver of any of the material provisions of the Transaction Documents.

As to questions of fact material to the opinions expressed herein, we have relied solely and without investigation upon such officers’ certificates of the Guarantors and certificates of public officials as we have deemed appropriate with respect to the accuracy of the factual matters contained therein, as well as on the representations of the Guarantors contained in the Transaction Documents (including the exhibits thereto) and the documents delivered pursuant thereto.

With respect to any property securing the obligations of the Guarantors under the Transaction Documents, we have assumed that each Guarantor holds the requisite title and rights to any such property necessary to grant a security interest therein.

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To the extent that the opinions contained herein are given to our knowledge, such knowledge means the conscious awareness of facts, without any investigation or inquiry, by those attorneys currently with our firm who have provided substantive representation to the Guarantors in connection with this transaction, and does not include matters of which such attorneys could be deemed to have constructive knowledge.

On the basis of and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that:

1.Each Guarantor is a corporation presently subsisting under the laws of the Commonwealth of Pennsylvania.

2.Each of the Guarantors has the corporate power and corporate authority to execute, deliver and perform its obligations under the Exchange Note Guarantees.

3.The Exchange Note Guarantees have been duly authorized by each of the Guarantors and, when the Exchange Notes have been duly executed, issued and delivered in accordance with the terms of the Indenture in exchange for the Outstanding Notes, will be duly executed and delivered by each of the Guarantors.

The foregoing opinions are subject to the following qualifications, exceptions and limitations:

(a)Our opinion as to the subsistence of the Guarantors in the Commonwealth of Pennsylvania is based solely on our review of the Subsistence Certificates.

(b)The opinions in this letter are limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly stated in this letter.  The opinions expressed herein must be read in conjunction with the assumptions, limitations, exceptions and qualifications set forth in this letter. We assume no obligation to update this opinion or to advise you of any changes in facts or laws subsequent to the date hereof.

(c)Our opinion is limited in all respects to the laws of the Commonwealth of Pennsylvania in effect as of the date hereof applicable to such transactions set forth in the Exchange Note Guarantees and we express no opinion as to the laws of any other jurisdiction.  Our opinion is limited to a consideration of judicial decisions that are published in recognized legal authorities or readily available in electronic databases.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.  This opinion letter may be relied upon only by you in connection with the execution and delivery of the Exchange Note Guarantees and the transactions contemplated thereby. You may not rely upon this opinion letter for any other purpose; provided that this opinion letter may be relied upon by Fried, Frank,

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Harris, Shriver & Jacobson LLP, as if it were addressed to it, in rendering its opinions in connection with the registration of the offer and sale of the Exchange Notes and the sale and issuance of the Exchange Notes as described in the Registration Statement. This opinion letter may not be referred to, or described, furnished or quoted to, any other person, firm or entity, without in each instance our prior written consent.

Very truly yours,

/s/ Dilworth Paxson LLP

DILWORTH PAXSON LLP

4

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED SENIOR SECURED
REVOLVING CREDIT AND GUARANTY AGREEMENT

dated March 18, 2011

among

EURAMAX INTERNATIONAL, INC.

AMERIMAX HOME PRODUCTS, INC.

AMERIMAX BUILDING PRODUCTS, INC.

BERGER BUILDING PRODUCTS, INC.

AMP COMMERCIAL, INC.

(f/k/a Gutter Suppliers, Inc.)

and

FABRAL, INC.,

as Borrowers

EURAMAX HOLDINGS, INC.

AMERIMAX FABRICATED PRODUCTS, INC.

AMERIMAX FINANCE COMPANY, INC.

FABRAL HOLDINGS, INC.

BERGER HOLDINGS, LTD

AMERIMAX RICHMOND COMPANY,

and

AMERIMAX UK, INC.,

as Guarantors,

VARIOUS LENDERS,

REGIONS BANK,

as Collateral and Administrative Agent,

WELLS FARGO CAPITAL FINANCE, LLC,

as Co-Collateral Agent

and

REGIONS BUSINESS CAPITAL,

as Sole Lead Arranger and Bookrunner

$70,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

			Page
SECTION 1.		DEFINITIONS AND INTERPRETATION	2
1.1.	Definitions		2
1.2.	Accounting Terms		42
1.3.	Interpretation, etc.		43
SECTION 2.		CREDIT FACILITIES	43
2.1.	Commitments		43
2.2.	Revolving Commitments		43
2.3.	LC Facility		45
(b)	Participations		47
2.4.	Bank Products		50
2.5.	Interest		50
2.6.	Fees		52
2.7.	Reimbursement Obligations		54
2.8.	Bank Charges		54
2.9.	Illegality		55
2.10.	Increased Costs		55
2.11.	Capital Adequacy		56
2.12.	Mitigation		57
2.13.	Funding Losses		57
2.14.	Maximum Interest		57
2.15.	Loan Administration		58
2.16.	Defaulting Lender		62
2.17.	Special Provisions Governing LIBOR Loans		62
2.18.	Borrower Agent		63
2.19.	Loans to Constitute One General Obligation		63
2.20.	Payments		63
2.21.	Payments Set Aside		66
2.22.	Allocation of Payments		66
2.23.	Application of Payments and Collateral Proceeds		67
2.24.	Loan Accounts; the Register; Account Stated		68
2.25.	Gross Up for Taxes		68
2.26.	Withholding Tax Exemption		69
2.27.	Nature and Extent of Each Borrower’s Liability		69
2.28.	Term and Termination of Commitments		71
SECTION 3.		CONDITIONS PRECEDENT	72
3.1.	Closing Date		72
3.2.	Conditions to Each Credit Extension		75
SECTION 4.		REPRESENTATIONS AND WARRANTIES	76
4.1.	Organization; Requisite Power and Authority; Qualification		76
4.2.	Capital Stock and Ownership		76
4.3.	Due Authorization		77
4.4.	No Conflict		77
4.5.	Governmental Consents		77
4.6.	Binding Obligation		77
4.7.	Historical Financial Statements		78
4.8.	Projections		78
4.9.	No Material Adverse Change		78

4.10.	Adverse Proceedings, etc.		78
4.11.	Payment of Taxes		78
4.12.	Properties		78
4.13.	Environmental Matters		79
4.14.	No Defaults		79
4.15.	Material Contracts		80
4.16.	Governmental Regulation		80
4.17.	Margin Stock		80
4.18.	Employee Matters		80
4.19.	Employee Benefit Plans		80
4.20.	Certain Fees		81
4.21.	Solvency		81
4.22.	Transactions		81
4.23.	Compliance with Statutes, etc.		82
4.24.	Disclosure		82
4.25.	PATRIOT Act		82
SECTION 5.		AFFIRMATIVE COVENANTS	82
5.1.	Financial Statements and Other Reports		82
5.2.	Existence		87
5.3.	Payment of Taxes and Claims		87
5.4.	Maintenance of Properties		87
5.5.	Insurance		87
5.6.	Inspections; Access to Management and Information		87
5.7.	Reserved		88
5.8.	Compliance with Laws		88
5.9.	Environmental		88
5.10.	Subsidiaries		90
5.11.	Reserved		90
5.12.	Reserved		90
5.13.	Further Assurances		90
5.14.	Post-Closing Covenant		91
5.15.	Update Calls		91
5.16.	Maintenance of Dominion Accounts and Collections of Receivables		91
SECTION 6.		NEGATIVE COVENANTS	92
6.1.	Indebtedness		92
6.2.	Liens		94
6.3.	Reserved		96
6.4.	No Further Negative Pledges		96
6.5.	Restricted Junior Payments		97
6.6.	Restrictions on Subsidiary Distributions		98
6.7.	Investments		99
6.8.	Financial Covenants		100
6.9.	Fundamental Changes; Disposition of Assets; Acquisitions		100
6.10.	Disposal of Subsidiary Interests		101
6.11.	Sales and Lease Backs		102
6.12.	Transactions with Shareholders and Affiliates		102
6.13.	Conduct of Business		102
6.14.	Permitted Activities of Holding Companies		103
6.15.	Reserved		103
6.16.     Amendments or Waivers of the Senior Secured Notes Indenture, the $125,000,000 Unsecured Debt Documents or Subordinated Indebtedness			103

6.17.	Fiscal Year		103
6.18.	Deposit Accounts and Securities Accounts		103
SECTION 7.		GUARANTY	103
7.1.	Guaranty of the Obligations		103
7.2.	Contribution by Guarantors		104
7.3.	Payment by Guarantors		104
7.4.	Liability of Guarantors Absolute		104
7.5.	Waivers by Guarantors		106
7.6.	Guarantors’ Rights of Subrogation, Contribution, etc.		107
7.7.	Subordination of Other Obligations		107
7.8.	Continuing Guaranty		107
7.9.	Authority of Guarantors or Borrowers		107
7.10.	Financial Condition of Borrowers		108
7.11.	Bankruptcy, etc.		108
7.12.	Discharge of Guaranty Upon Sale of Guarantor		108
7.13.	Reserved		109
SECTION 8.		EVENTS OF DEFAULT	109
8.1.	Events of Default		109
SECTION 9.		AGENT	112
9.1.	Appointment of Agent		112
9.2.	Powers and Duties		112
9.3.	General Immunity		112
9.4.	Agent Entitled to Act as Lender		114
9.5.	Lenders’ Representations, Warranties and Acknowledgment		114
9.6.	Right to Indemnity		115
9.7.	Successor Agent and Swingline Loan Lender		115
9.8.	Collateral Documents and Guaranty; Examination Reports		116
9.9.	Ratable Sharing		117
9.10.	Remittance of Payments and Collections		117
9.11.	Agent Titles		118
SECTION 10.		[RESERVED.]	118
SECTION 11.		MISCELLANEOUS	118
11.1.	Notices		118
11.2.	Performance of Borrowers’ Obligations		118
11.3.	Indemnity		119
11.4.	Set Off		119
11.5.	Amendments and Waivers		119
11.6.	Successors and Assigns; Participations		121
11.7.	Replacement of Certain Lenders		124
11.8.	Independence of Covenants		124
11.9.	Survival of Representations, Warranties and Agreements		124
11.10.	No Waiver; Remedies Cumulative		125
11.11.	Marshalling; Payments Set Aside		125
11.12.	Severability		125
11.13.	Obligations Several; Independent Nature of Lenders’ Rights		125
11.14.	Headings		125
11.15.	APPLICABLE LAW		125
11.16.	CONSENT TO JURISDICTION		125
11.17.	WAIVER OF JURY TRIAL		126
11.18.	Confidentiality		126
11.19.	Certification Regarding Senior Secured Notes Indenture		127

11.20.	Counterparts	127
11.21.	Effectiveness	127
11.22.	PATRIOT Act	127
11.23.	Electronic Transmissions	128
11.24.	Public Disclosures	128
11.25.	Intercreditor Agreement	128
11.26.	Amendment and Restatement	128

AMENDED AND RESTATED SENIOR SECURED
REVOLVING CREDIT AND GUARANTY AGREEMENT

THIS AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT, dated March 18, 2011, is entered into by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation (individually and, in its capacity as the representative of the other Borrowers pursuant to Section 2.18, “Euramax”), AMERIMAX HOME PRODUCTS, INC., a Delaware corporation (“AHP”); AMERIMAX BUILDING PRODUCTS, INC., a Delaware corporation (“ABP”); BERGER BUILDING PRODUCTS, INC., a Pennsylvania corporation (“BBP”); AMP COMMERCIAL, INC. (f/k/a Gutter Suppliers, Inc.), a Delaware corporation (“AMP”); andFABRAL, INC., a Delaware corporation (“Fabral”; Euramax, AHP, ABP, BBP, AMP, and Fabral being referred to collectively as “Borrowers,” and individually as a “Borrower”); EURAMAX HOLDINGS, INC., a Delaware corporation (“Holdings”); AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation (“AFP”); AMERIMAX FINANCE COMPANY, INC., a Delaware corporation (“AFC”); BERGER HOLDINGS, LTD, a Pennsylvania corporation (“BHL”); FABRAL HOLDINGS, INC., a Delaware corporation (“Fabral Holdings”); AMERIMAX RICHMOND COMPANY, an Indiana corporation (“Richmond”), and AMERIMAX UK, INC., a Delaware corporation (“Amerimax UK”; Holdings, AFP, AFC, BHL, Fabral Holdings, Richmond, and Amerimax UK, the other subsidiaries of Euramax party hereto from time to time being referred to collectively as “Guarantors,” and individually as a “Guarantor”); the various financial institutions listed on the signature pages hereof (together with their respective successors and permitted assigns, the “Lenders”); REGIONS BANK, an Alabama banking corporation, in its capacity as collateral and administrative agent for the Lenders (together with its successors in such capacity, “Agent”); WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agent; and REGIONS BUSINESS CAPITAL, a division of Regions Bank, as Sole Lead Arranger and Bookrunner.

RECITALS:

Euramax, AHP, ABP, BBP, AMP, and Fabral (collectively, “Existing Borrowers”), AFP, AFC, BHL, Fabral Holdings, and Richmond (collectively, “Existing Guarantors”), certain financial institutions (collectively, “Existing Lenders”) and Agent are parties to that certain Senior Secured Revolving Credit and Guaranty Agreement dated as of June 29, 2009 (as at any time amended, modified, supplemented or restated, the “Existing Credit Agreement”), pursuant to which Existing Lenders made certain revolving credit loans, letters of credit and other financial accommodations available to Existing Borrowers, the repayment of which was guaranteed by Existing Guarantors.

In connection with the Existing Credit Agreement, Existing Borrowers and Existing Guarantors executed and delivered that certain Pledge and Security Agreement dated as of June 29, 2009, in favor of Agent (as at any time amended, modified, supplemented or restated, the “Existing Security Agreement”), pursuant to which Existing Borrowers and Existing Guarantors granted Agent, for the benefit of the Secured Parties, a security interest in all of the collateral described therein as security for all of the “Secured Obligations” (as defined therein).

Borrowers and Guarantors have requested that the Existing Credit Agreement be amended and restated in its entirety, to become effective and binding on Borrowers and Guarantors pursuant to the terms hereof, and Lenders (including Existing Lenders that are parties hereto) have agreed, subject to the terms of this Agreement, to amend and restate the Existing Credit Agreement in its entirety to read as set forth herein, and it has been agreed by the parties hereto that (a) the commitments which Existing Lenders that are parties hereto extended to Existing Borrowers under the Existing Credit Agreement and the commitments of new Lenders that become parties hereto shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement, and (b) the loans and other

obligations outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained herein.

Borrowers and Guarantors have also requested that the Existing Security Agreement be amended and restated in its entirety to become effective and binding on Borrowers and Guarantors pursuant to the terms of the Pledge and Security Agreement (as defined below), pursuant to which all security interests previously granted by Existing Borrowers and Existing Guarantors pursuant to the Existing Security Agreement that remain as security for the Secured Obligations (as defined therein) are renewed and continued pursuant to the terms of the Pledge and Security Agreement, and all such security interests shall remain in full force and effect as security for the Secured Obligations (as defined therein), except as otherwise provided in the Pledge and Security Agreement and this Agreement.

Each Borrower has agreed to be jointly and severally liable for loans and all other obligations outstanding under this Agreement and to guarantee the obligations of each of the other Borrowers under this Agreement and each of the other Credit Documents.

The proceeds under the above described facility will be used to repay in full the Existing Indebtedness and to provide financing for working capital and general corporate needs.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.DEFINITIONS AND INTERPRETATION

1.1.Definitions.  The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“$125,000,000 Unsecured Debt” means the Indebtedness under the $125,000,000 Unsecured Debt Agreement, the aggregate principal amount of which shall not exceed $125,000,000 (less, as of any date of determination, the amount of all principal payments made on such Indebtedness other than any principal payment made in connection with any refinancing thereof to the extent such refinancing is permitted by Section 6.1(o) of this Agreement), plus accrued interest and fees that are paid-in-kind by adding such accrued interest and fees to the principal amount thereof and costs and expenses actually incurred in connection with the enforcement or collection of the $125,000,000 Unsecured Debt, in each case, owing pursuant to the $125,000,000 Unsecured Debt Documents.

“$125,000,000 Unsecured Debt Agreement” means that certain Credit and Guaranty Agreement dated as of March 3, 2011, among Euramax, as borrower, the guarantors party thereto, the $125,000,000 Unsecured Debt Agent, and the $125,000,000 Unsecured Debt Lenders.

“$125,000,000 Unsecured Debt Documents” means collectively, the $125,000,000 Unsecured Debt Agreement and all other instruments, agreements and other documents evidencing or governing the $125,000,000 Unsecured Debt or providing for any guarantee or other right in respect thereof.

“$125,000,000 Unsecured Debt Agent” means a Person acting as administrative agent in respect of the $125,000,000 Unsecured Debt or under any amendment, restatement, supplement, replacement or refinancing thereof.

“$125,000,000 Unsecured Debt Lender” means each holder of $125,000,000 Unsecured Debt party from time to time to the $125,000,000 Unsecured Debt Agreement.

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“ABL Priority Collateral” as defined in the Intercreditor Agreement.

“Account Debtor” means a Person who is or becomes obligated under or on account of an Account, Chattel Paper or General Intangible.

“Accounts Payable Report” means a report listing (A) all of Borrowers’ accounts payable, (B) the number of days which have elapsed since the original date of invoice of such accounts payable, (C) the name and address of each Person to whom such accounts payable are owed, and (D) such other detail as Agent or Co-Collateral Agent may request.

“Accounts Receivable Report” means a report in form and substance satisfactory to Agent listing (A) all Accounts of Borrowers as of the last Business Day of the applicable month (or such other date as required by Agent) (B) the amount and age of each Account on an original invoice (if available) and due date aging basis, (C) the name and mailing address of each Account Debtor, (D) all Accounts that do not constitute Eligible Accounts, and (E) such other information as Agent may require.

“Adverse Proceeding” means any claim, litigation, demand, action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Euramax, any Borrower or any of their Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims) or by any other Person, whether pending or, to the knowledge of any Borrower or any of their Subsidiaries, threatened against or affecting any Borrower or any of their Subsidiaries or any property of any Borrower or any of their Subsidiaries.

“Affected Lender” as defined in Section 11.7.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agent” means each of Agent and its sub-agents.

“Agent Indemnitees” as defined in Section 9.6.

“Aggregate Payments” as defined in Section 7.2.

“Agreement” means this Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement dated as of the date hereof, as it may be amended, supplemented or otherwise modified from time to time.

“Applicable Margin” means an amount determined from time to time commencing on the Closing Date and on each Determination Date (as defined below) by reference to the following table and corresponding to the corporate credit ratings of Euramax as determined by S&P and Moody’s from time to time:

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	S&P and Moody’s Corporate Credit	For Swingline Loans	For Revolving Loans
	Ratings for Euramax	LIR	LIBOR	Base Rate
Level I	Ratings equal to or better than (x) BB- from S&P and (y) Ba3 from Moody’s	2.00%	2.00%	1.00%
Level II	Ratings equal to or better than (x) B- but less than BB- from S&P and (y) B3 but less than Ba3 from Moody’s	2.25%	2.25%	1.25%
Level III	Ratings equal to (x) B- from S&P and Caa1 from Moody’s or (y) CCC+ from S&P and B3 from Moody’s	2.50%	2.50%	1.50%
Level IV	Ratings equal to or less than (x) CCC+ from S&P and (y) Caa1 from Moody’s	2.75%	2.75%	1.75%

On the Closing Date, the Applicable Margin shall be, as to any Revolving Loan, or portion thereof, that is a LIBOR Loan and a LIR Loan, 2.50%, and as to any Revolving Loan, or portion thereof, that is a Base Rate Loan, 1.50%.  Thereafter, the Applicable Margins shall be subject to increase or decrease according to the corporate credit ratings of Euramax as determined by S&P and Moody’s as set forth in the Corporate Credit Rating Certificates delivered by Borrowers and accepted by Agent pursuant to Section 5.1(u).  Except as otherwise provided in this paragraph, any increase or reduction in the Applicable Margin provided for herein shall be effective on each Determination Date.  Without limiting Agent’s or the Requisite Lenders’ rights to invoke the Default Rate set forth in Section 2.5(e), if (i) the applicable Corporate Credit Rating Certificate setting forth the corporate credit ratings of Euramax as determined by S&P and Moody’s is not received by Agent by the date required pursuant to Section 5.1(u), or (ii) an Event of Default occurs and Agent or the Requisite Lenders so elect, then, in each case, the Applicable Margin shall be at Level IV until such time as such Corporate Credit Rating Certificate is received and any Event of Default (whether resulting from a failure to timely deliver such Corporate Credit Rating Certificate or otherwise) is waived in writing by Agent.   As used herein, “Determination Date” means the date of such rating change as specified by S&P and Moody’s in such rating report.  If at any time a corporate credit rating for Borrowers is unavailable from Moody’s or S&P, the Applicable Margin shall be at Level IV.

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In the event that any Corporate Credit Rating Certificate is shown to be inaccurate (regardless of whether this Agreement or the Commitment is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Borrowers shall immediately deliver to Agent a correct certificate for such Applicable Period, (ii) the Applicable Margin for such Applicable Period shall be determined by reference to such certificate, and (iii) Borrowers shall promptly pay Agent for the ratable benefit of Lenders, ON DEMAND, the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by Agent in accordance with the terms hereof.

“Asset Sale” means a sale, lease or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than, (1) by any Borrower to any Guarantor, (2) among Foreign Subsidiaries and Excluded Domestic Subsidiaries, (3) by any Foreign Subsidiary or any Excluded Domestic Subsidiary to any Borrower or any Guarantor, and (4) by any Guarantor to any Borrower, but to the extent that such transfers referenced in clause (1) above are not made in the Ordinary Course of Business, subject to Agent’s receipt prior to the date of such transfer of an updated Borrowing Base Certificate that reflects that no Out-of-Formula Condition exists or would exist after giving effect to such transfer), in one transaction or a series of transactions, of all or any part of any Borrower’s or any of their Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Capital Stock of any of Euramax’s Subsidiaries, other than (i) inventory (or other assets) sold or leased in the Ordinary Course of Business (excluding any such sales by operations or divisions discontinued or to be discontinued), (ii) any issuance of Capital Stock by any Subsidiary of Euramax to Euramax or another Credit Party, (iii) sales or other dispositions of cash or Cash Equivalents, (iv) the licensing or sub-licensing of intellectual property in the Ordinary Course of Business or consistent with past practice, (v) sales of other assets for aggregate consideration of less than $100,000 with respect to any transaction or series of related transactions, (vi) sales of accounts receivable, or participations therein, by a Foreign Subsidiary, and any related assets, pursuant to a Permitted Receivables Financing, and (vii) the settlement or discount of past-due accounts receivable that do not constitute Eligible Accounts in the Ordinary Course of Business.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Agent.

“Assignment Effective Date” as defined in Section 11.6(b).

“Authorized Officer” means, as applied to any Person, any individual holding the position of director, managing director, chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer.

“Average Excess Availability” means, for any period, the amount of Excess Availability for each day of such period, divided by the number of days in such period.

“Bank Products” means all bank, banking, financial, and other similar or related products and services, including, without limitation, (a) merchant card services, credit or stored value cards, and corporate purchasing cards; (b) cash management or related services, including, without limitation, the automated clearinghouse transfers of funds and any other ACH services, remote deposit capture services, account reconciliation services, lockbox services, depository and checking services, Deposit Accounts, securities accounts, controlled disbursement services, and wire transfer services; (c) bankers’ acceptances,

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drafts, letters of credit (and the issuance, amendment, renewal, or extension thereof), documentary services, foreign currency exchange services; and (d) Hedge Agreements.

“Banking Relationship Debt” means Indebtedness or other obligations of a Credit Party to Regions (or any Affiliate of Regions) or any other Lender or any Affiliate of any other Lender arising out of or relating to Bank Products, including Secured Hedging Obligations.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greatest of (a) the Federal Funds Rate in effect on such day plus ½ of 1%; (b) the Prime Rate in effect on such day; and (c) LIBOR for an interest period of one-month plus 1%, as determined on such day or, if such day is not a Business Day, on the immediately preceding Business Day.  If for any reason Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable, after due inquiry, to ascertain the Federal Funds Rate for any reason, including the inability or failure of Agent to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively, automatically and without notice to any Person.

“Base Rate Loan” means a Loan denominated in Dollars bearing interest at a rate determined by reference to the Base Rate.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.  The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Beneficiary” means each Agent, Issuer, Lender and Lender Counterparty.

“Borrower Agent” shall have the meaning set forth in Section 2.18 of this Agreement.

“Borrowers” shall have the meaning ascribed to such term in the introductory paragraph of this Agreement.

“Borrowing Base” means, on any date of determination, an amount equal to:

(a)85% of the total amount of Eligible Accounts, plus

(b)the least of (i) 70% (or such lesser percentage as Agent or Agent and Co-Collateral Agent collectively may determine from time to time in their Credit Judgment) of the total amount of Eligible Inventory, (ii) 85% of the NOLV of Eligible Inventory, and (iii) the amount of availability created under clause (a) of this definition of Borrowing Base; plus

(c)during the Seasonal Overadvance Period and subject to the satisfaction of the Seasonal Overadvance Conditions, the Seasonal Overadvance Amount; minus

(d)any Reserves;

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provided that, the amount of availability created under the sum of clause (b) of this definition plus clause (c) of this definition shall not at any time exceed 70% of the total value of Borrowers’ raw materials, coil and finished goods Inventory.

“Borrowing Base Certificate” means a completed borrowing base certificate in the form of Exhibit I, attached hereto and made a part hereof, which shall be certified by Borrowers’ chief financial officer, president or treasurer to be accurate and complete and in compliance with the terms of the Credit Documents, and to which Borrowers shall attach an Accounts Receivables Report, an Inventory Report, an Accounts Payable Report, and each other report as Agent in its sole discretion (or Agent and Co-Collateral Agent collectively in their sole discretion) may from time to time require, each of which is prepared with respect to such periods and with respect to such information and reporting as Agent (or Agent and Co-Collateral Agent collectively) may request.

“Business Day” means any day excluding Saturday, Sunday and any other day that is a legal holiday under the laws of the State of Alabama and the State of Georgia or is a day on which banking institutions located in such state are closed; provided, however, that when used with reference to a LIBOR Loan (including the making, continuing, prepaying or repaying of any LIBOR Loan), the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits on the London interbank market.

“Capital Expenditures” means, with respect to any Person, expenditures made or liabilities incurred by such Person for the acquisition of any fixed assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one year, including the total principal portion of Capitalized Lease Obligations.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Capitalized Lease Obligation” means any Indebtedness represented by obligations under a Capital Lease.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Collateral” means cash, and any interest or other income earned thereon, that is deposited with Agent in accordance with this Agreement for the Pro Rata benefit of Lenders to Cash Collateralize any LC Obligations or other Obligations.

“Cash Collateral Account” means a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be in Agent’s name and subject to Agent’s Liens.

“Cash Collateralize” means, with respect to LC Obligations arising from Letters of Credit outstanding on any date or Banking Relationship Debt on such date, the deposit with Agent of immediately available funds into the Cash Collateral Account in an amount equal to 105% of the sum of

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the aggregate Undrawn Amounts of such Letters of Credit, all other LC Obligations, and all related fees and other amounts due or to become due in connection with such LC Obligations and 100% of all Banking Relationship Debt.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed by the United States government or (b) issued by any agency of the United States, the obligations of which are backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances (or, in the case of Foreign Subsidiaries, the foreign equivalent) maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000 (or, in the case of Foreign Subsidiaries, any local office of any commercial bank organized under the law of the relevant jurisdiction or any political subdivision thereof that has combined capital and surplus and undivided profits in excess of the Foreign Currency Equivalent of $100,000,000); (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; and (vi) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) or (ii) above and entered into with any commercial bank satisfying the requirements of clause (iv) above; provided, that in the case of any Investment by a Foreign Subsidiary, “Cash Equivalents” shall also include: (A) direct obligations of the sovereign nation (or any agency thereof) in which such Foreign Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), (B) investments of the type and maturity described in clauses (i) through (v) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (C) shares of money market mutual or similar funds that invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso).

“Cash Interest Expense” means, for any period, Interest Expense for such period, excluding any amount not payable in Cash.

“Cash Management Agreements” means any agreement entered into from time to time between any Borrower or any of its Subsidiaries, on the one hand, and Regions or any Affiliate of Regions or any Lender or any Affiliate of any Lender, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrower or its Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Change of Control” means the occurrence of any of the following:

(i)the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the

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properties or assets of Holdings, Euramax, and Euramax’s Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than one or more Permitted Holders;

(ii)any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act, except that in no event shall the parties to the Stockholders Agreement be deemed a “group” solely by virtue of being parties to the Stockholders Agreement as in effect on the date hereof), other than Holdings, one or more Permitted Holders, or a Permitted Group (A) has become the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the voting stock of Holdings or (B) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Holdings or Euramax;

(iii)the first day on which a majority of the members of the board of directors of Holdings or are not Continuing Directors;

(iv)a “Change of Control” shall have occurred under the Senior Secured Notes Indenture, the $125,000,000 Unsecured Debt Agreement, the Second Lien Documents (if any), or the Subordinated Lien Documents (if any);

(v)Holdings shall cease to Beneficially Own and control 100% on a fully diluted basis of the economic and voting interests in the Capital Stock of Euramax; or

(vi)Euramax shall cease to Beneficially Own and control directly or indirectly (through a wholly-owned Subsidiary of Euramax that is a Guarantor) 100% on a fully diluted basis of the economic and voting interests in the Capital Stock of each other Borrower;

provided, however, that a transaction in which Holdings becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change of Control if (a) the shareholders of Holdings immediately prior to such transaction Beneficially Own, directly or indirectly through one or more intermediaries, at least a majority of the voting power of the outstanding voting stock of Holdings, immediately following the consummation of such transaction or (b) immediately following the consummation of such transaction, no “person” (as such term is defined above), other than such other Person (but including the holders of the Capital Stock of such other Person), Beneficially Owns, directly or indirectly through one or more intermediaries, more than 35% of the voting power of the outstanding voting stock of Holdings; and provided, further, however, that any transaction in which Euramax remainsa wholly-owned Subsidiary of Holdings, but one or more intermediate holding companies between Holdings and Euramax are added, liquidated, merged or consolidated out of existence, shall not constitute a Change of Control so long as any such intermediate holding companies added agree to be bound by the provisions of Section 6.14 of this Agreement.  A person or group shall not be deemed to have Beneficial Ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement.

“Closing Date” means the date on which the initial Loans are made under this Agreement.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F.

“Co-Collateral Agent” means a co-collateral agent, if any, approved by Agent after the Closing Date.

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“Collateral” means, collectively, all of the personal property in which Liens are purported to be granted pursuant to the Pledge and Security Agreement as security for all or part of the Obligations.

“Collateral Documents” means the Pledge and Security Agreement, the Third Party Agreements, the Control Agreements, the Intercreditor Agreement, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Agent, for the benefit of Lenders, a Lien on any personal property of that Credit Party that constitutes Collateral as security for all or part of the Obligations.

“Collections Account” means any Dominion Account maintained by Borrowers with Regions to which (a) all monies from time to time deposited to any other Dominion Accounts shall be transferred daily and (b) collections, deposits, and other payments on or with respect to Collateral may be made pursuant to the terms hereof.

“Commitment” means any Revolving Commitment.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Consolidated Adjusted EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(a)provision for taxes based on income or profits or capital gains of such Person and its Subsidiaries for such period, including without limitation state, franchise and similar taxes and foreign withholding taxes of such Person and its Subsidiaries paid or accrued during such period, to the extent that such provision for taxes or payment was deducted in computing such Consolidated Net Income; plus

(b)the Consolidated Interest Expense of such Person and its Subsidiaries for such period (including, without limitation (x) non-cash losses attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP, and (y) costs of surety bonds in connection with financing activities), to the extent that any such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus

(c)depreciation and amortization of such Person and its Subsidiaries for such period to the extent that such depreciation or amortization was deducted in computing such Consolidated Net Income; plus

(d)any other non-cash expenses or charges, including any impairment charge or asset write-offs or write-downs related to intangible assets (including goodwill), long-lived assets, and Investments in debt and equity securities pursuant to GAAP, reducing Consolidated Net Income for such period (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period); plus

(e)the amount of any minority interest expense consisting of income of a Subsidiary attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; minus

(f)non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business (including, without limitation, non-cash gains attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), plus

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(g)any extraordinary gain or loss, and any unusual or non-recurring charges (including severance, relocation costs and one-time compensation charges and including restructuring charges or reserves including costs related to closure of facilities) during any period in which such items are included in calculations of the Consolidated Net Income in an aggregate amount not to exceed 5.0% of the amount of Consolidated Adjusted EBITDA for such period prior to the adjustment provided for in this clause (g) as determined in such period,

in each case, on a consolidated basis and determined in accordance with GAAP,

“Consolidated Borrowers” means the Borrowers, consolidated in accordance with GAAP.

“Consolidated Capital Expenditures” means, with respect to any Person for any period, the aggregate of all Capital Expenditures of such Person and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of such Person and its Subsidiaries other than expenses in connection with Permitted Acquisitions.

“Consolidated Interest Expense” means, with respect to any Person for any period, the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, to the extent deducted (and not added back) in computing Consolidated Net Income, including, without limitation or duplication, the sum of the following:

(a)amortization of  original issue discount,

(b)non-cash interest payments (but excluding any non-cash gain or loss attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP),

(c)the interest component of any deferred payment obligations,

(d)the interest component of all payments associated with Capital Lease Obligations,

(e)imputed interest with respect to the present value of net rental payments during the remaining term of the lease included in a sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended,

(f)commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and

(g) net of the effect of all payments made or received pursuant to interest rate Hedging Obligations, but in each case excluding (v) accretion of accrual of discounted liabilities not constituting Indebtedness, (w) any expense resulting from the discounting of any outstanding Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (y) any expensing of bridge, commitment or other financing fees.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(a)the Net Income of any Person, other than the specified Person, that is not a Subsidiary of the specified Person or that is accounted for by the equity method of accounting shall not be included,

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except that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are paid in cash (or to the extent converted into cash) or Cash Equivalents (as defined in the Security Agreement) to the specified Person or a Subsidiary thereof during such period;

(b)the income of any Subsidiary of such Person, to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, shall, in each case, be excluded;

(c)any amortization of fees or expenses that have been capitalized shall be excluded;

(d)non-cash components of expense or income relating to employee benefit or management compensation plans of Borrowers or any Subsidiary thereof or any non-cash pension expenses or non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards for the benefit of the members of the Board of Directors of Holdings, any direct or indirect parent of Euramax, or Euramax or officers or employees of Holdings, any direct or indirect parent of Euramax, or Euramax and its Subsidiaries shall be excluded;

(e)any non-cash restructuring charges shall be excluded;

(f)any non-cash gain or non-cash loss, together with any related provision for taxes on such gain or loss, realized in connection with (a) any sale of assets outside the ordinary course of business of such Person or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or (c) the extinguishment of any Indebtedness or Hedging Obligations or other derivative instruments of such Person or any of its Restricted Subsidiaries, shall, in each case, be excluded;

(g)any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall, in each case, be excluded;

(h)non-recurring fees, costs and expenses incurred by Euramax or any of its Subsidiaries during any period and to the extent reducing Consolidated Net Income for such period in connection with a Permitted Acquisition, which fees, costs and expenses are incurred and are required to be paid or accounted for within 90 days of the consummation of the Permitted Acquisition and shall not exceed 2% of the total consideration paid in connection with such Permitted Acquisition for such period plus the amount of any extinguishment premiums paid in connection with the repayment or retirement of existing Indebtedness of the acquired Person in connection with such Permitted Acquisition, shall, in each case, be excluded;

(i)any non-recurring expenses or charges incurred in connection with any issuance of Indebtedness, equity securities or any refinancing transaction (including those expenses or charges incurred in connection with the Transactions), shall be excluded;

(j)any gain or loss realized upon the termination of any employee benefit plan together with any related provision for taxes (or the tax effect of any such termination) shall be excluded;

(k)gains or losses resulting from the translation into U.S. dollars of long term intercompany obligations shall, in each case, be excluded;

(l)the amortization of any premiums, fees or expenses incurred in connection with any Permitted Acquisition by Euramax or any of its Subsidiaries of assets or Capital Stock, or any amounts required or permitted by Statements of Financial Accounting Standards Nos. 141(R) (including non-cash write-ups and non-cash charges relating to inventory and fixed assets, in each case arising in connection with such Permitted Acquisition) and 142 (including, without limitation, non-cash charges relating to intangibles and goodwill) to be recorded on Euramax’s consolidated balance sheet, in each case in connection with such Permitted Acquisition shall, in each case, be excluded; and

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(m)the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of such Person or is merged into or consolidated with such Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries shall, in each case, be excluded.

“Continuing Directors” means, as of any date of determination, any member of the board of directors of Euramax or Holdings, as the case may be, who (i) was a member of such board of directors on the Closing Date, or (ii) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Contractual Obligation” means, as applied to any Person, any provision of any Securities issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributing Guarantors” as defined in Section 7.2.

“Control Agreements” means each control agreement executed and delivered by Agent for the benefit of the Secured Parties, a securities intermediary or depositary bank and the applicable Credit Party on the Closing Date and each control agreement to be executed and delivered by Agent, a securities intermediary or depositary bank and the applicable Credit Party pursuant to the terms of the Pledge and Security Agreement in form and substance reasonably satisfactory to Agent.

“Controlled Disbursement Account” means a demand deposit account maintained by Borrowers at Regions as to which proceeds of Loans may be transferred from time to time.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means, a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Corporate Credit Rating Certificate” means a certificate substantially in the form of Exhibit K, duly completed by Borrower Agent.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit E delivered by a Credit Party pursuant to Section 5.10.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Fee Letter, the Collateral Documents, any documents or certificates executed by any Borrower in favor of Issuer relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuer or any Lender in connection herewith (in each case as such other documents, instruments or agreements may be amended, restated, supplemented or otherwise modified from time to time).

“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Credit Judgment” means Agent’s (or when such term is used in this Agreement with respect to Co-Collateral Agent also, Co-Collateral Agent’s) judgment exercised in a manner consistent with its customary practices or otherwise in good faith, based upon its consideration of any factor that it believes

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(i) will or could reasonably be expected to affect adversely the quantity, quality, mix or value of any Collateral, the enforceability or priority of Agent’s Liens thereon or the amount that Agent and Lenders would be likely to receive (after taking into account delays in the payment and estimated costs of enforcement) in the collection of the Accounts or liquidation of any of the Collateral; (ii) suggests that any collateral report or financial information delivered to Agent by any Person on behalf of any Credit Party is incomplete, inaccurate or misleading in any material respect; (iii) materially increases the likelihood of any Insolvency Proceeding involving any Credit Party; or (iv) creates or reasonably could be expected to create or result in a Default or Event of Default.  In exercising such judgment, Agent and Co-Collateral Agent may consider such factors already included in or tested by the definitions of Eligible Accounts or Eligible Inventory, as well as any of the following: (a) the financial and business climate of Borrowers’ industry; (b) changes in collection history and dilution with respect to the Accounts; (c) changes in demand for, or market pricing or cost of, any Inventory; (d) material changes in any concentration risks with respect to Accounts or Inventory; (e) any of the factors that could materially increase the credit risk of lending to Borrowers on the security of the Collateral; and (f) constitutes a restriction under the Intercreditor Agreement on Agent’s and Lenders’ ability to make advances hereunder, realize on the Collateral or otherwise obtain Full Payment of the Obligations.

“Credit Party” means each Person (other than any Agent, Issuer or any Lender or any other representative thereof), from time to time party to a Credit Document and their respective successors and assigns, including any Borrower or any Guarantor, but excluding any Foreign Subsidiary of a Credit Party.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Borrowers’ operations and not for speculative purposes.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Default Rate” means on any date, a rate per annum that is equal to (i) in the case of each Revolving Loan outstanding on such date, 2% in excess of the rate otherwise applicable to such Loans on such date, and (ii) in the case of any of the other Obligations outstanding on such date, 2.0% in excess of the rate in effect on such date otherwise applicable to Base Rate Loans.

“Defaulting Lender” as defined in Section 2.16.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Disqualified Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or before the date that is six months following the Revolving Commitment Termination Date.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

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“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“Dominion Account” means any Deposit Account maintained by a Borrower with Regions (or other depository institution acceptable to Agent, which depository institution shall have executed and delivered to Agent a Control Agreement with respect to such Deposit Account) to which collections, deposits, and other payments on or with respect to Collateral may be made pursuant to the terms hereof and to which only Agent shall have access to withdraw or otherwise direct the disposition of funds on deposit therein.

“E-Fax” means any system used to receive or transmit faxes electronically.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted or otherwise made or communicated by e-mail or E-Fax.

“Eligible Accounts” means all of Borrowers’ Accounts (valued at the face amount of such invoice, minus the maximum discounts, credits, and allowances which may be taken by Account Debtors on such Accounts, and net of any sales tax, finance charges, or late payment charges included in the amount invoiced) created or acquired by Borrowers and arising from the sale of Inventory or, to the extent approved by Agent and Co-Collateral Agent, the rendering of services, in each case, in Borrowers’ Ordinary Course of Business, but excluding (without duplication), Accounts:

(a)which are not denominated in Dollars;

(b)which are not evidenced by a paper invoice or an electronic equivalent;

(c)over which Agent does not have a duly perfected, first-priority Lien or which, by contract, subrogation, mechanics’ lien laws, or otherwise, are subject to claims by Borrowers’ creditors or other third parties (except the Lien of Senior Secured Notes Indenture Trustee or Subordinated Lien Collateral Trustee to the extent permitted by the Intercreditor Agreement) or which are owed by Account Debtors as to whom any creditor of Borrowers (including any bonding company) has lien or retainage rights;

(d)as to which any representation, warranty, or covenant herein relating thereto shall be untrue, misleading, or in default in any material respect;

(e)outstanding for longer than (i) ninety (90) days from original invoice date (or to the extent that such invoice aging is not available, accounts with invoice terms greater than thirty (30) days) or (ii) sixty (60) days from the original due date, whichever is shorter;

(f)owed by any Account Debtor if more than 25% of the Accounts owed by such Account Debtor to Borrowers are deemed ineligible pursuant to clause (e);

(g)owed by any of Borrowers’ Affiliates;

(h)owed by any of Borrowers’ creditors, but only to the extent of Borrowers’ Indebtedness to such creditors, unless such creditor has executed in favor of Agent a non-offset agreement in form and substance satisfactory to Agent in all respects;

(i)which the Account Debtor disputes the liability therefor or are otherwise in dispute or are subject to any counterclaim, contra-account, volume rebate, buy-back arrangement, contractual warranty, cooperative advertising allowance, deposit, or offset, but only to the extent thereof;

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(j)owing by any Account Debtor (and such Account Debtor’s Affiliates) whose aggregate Accounts exceed (i) with respect to either Home Depot or Lowe’s, 20% of the total of Borrowers’ Accounts; and (ii) with respect to all other Account Debtors, 10% of the total of Borrowers’ Accounts, but only in each case to the extent of such excess;

(k)owing by any Account Debtor which is subject to any proceeding of the types described in Section 8.1(f) or (g);

(l)arising from a sale on a bill-and-hold, progress billing, guaranteed sale, sale-or-return, sale-on-approval, consignment, or similar basis or due from any credit or charge card company or any credit or charge card processor, servicer, or administrator;

(m)owed by an Account Debtor which (i) is a Sanctioned Person or (ii) is located outside of the United States of America, unless (A) such Account Debtor is located in Canada, the applicable Accounts of such Account Debtor are denominated in Dollars and the aggregate amount of Accounts of all Canadian Account Debtors whose Accounts are included in the Borrowing Base shall not exceed $1,000,000 or (B) Agent, in its sole and absolute discretion, agrees to allow such Account to be an Eligible Account on terms and conditions satisfactory to Agent in its sole and absolute discretion;

(n)owed by the United States of America or any other Governmental Authority unless the applicable Borrower shall have complied with all applicable Federal and state assignment of claims laws as required by Agent;

(o)(i) as to which the goods or services giving rise to such Account (A) have not been delivered or provided to, and accepted by, the Account Debtor, (B) are subject to repurchase or have been returned, rejected, repossessed, lost, or damaged, or (C) have not been completely performed, as applicable, or (ii) which do not represent a final sale;

(p)evidenced by a note or other Instrument or Chattel Paper or which have been reduced to judgment;

(q)owed by an Account Debtor which is located in a jurisdiction where the applicable Borrower is required to qualify to transact business or to file reports, unless such Borrower has so qualified or filed; and

(r)which Agent deems, in its Credit Judgment (or Agent and Co-Collateral Agent collectively deem in their Credit Judgment), to be ineligible; provided, that if and when Agent determines (or Agent and Co-Collateral Agent collectively determine) that an Account is ineligible under this clause (r) and the designation of such Account as ineligible would cause a payment obligation under Section 2.20(b)(i)(C), then Agent shall give Borrower Agent two (2) Business Days prior written notice of the exclusion of such Account from the Borrowing Base; provided, further that if and when Agent determines that an Account is ineligible under this clause (r), Agent shall notify Co-Collateral Agent thereafter of the exclusion of such Account from the Borrowing Base.

“Eligible Assignee” means (i) any Lender or any Affiliate of any Lender, and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course; provided, (i) neither Euramax nor Holdings nor any Affiliate of Euramax or Holdings shall be an Eligible Assignee and (ii) neither any Senior Secured Noteholder nor any $125,000,000 Unsecured Debt Lender shall be an Eligible Assignee. For the avoidance of doubt, Wells Fargo Capital Finance, LLC, in its capacity as a Lender hereunder on the Closing Date, shall be deemed an Eligible Assignee.

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“Eligible Inventory” means all Inventory acquired by Borrowers in the ordinary course of business as presently conducted consisting of raw materials, coil, and finished goods which Agent and Co-Collateral Agent have determined to be eligible for credit extensions hereunder, valued at the lower of cost or market on a first-in, first-out basis, but excluding, however, in any event, any such Inventory:

(a)over which Agent does not have a duly perfected, first-priority Lien or which is subject to any Lien other than (i) Agent’s Lien, (ii) the Lien of Senior Secured Notes Indenture Trustee or Subordinated Lien Collateral Trustee to the extent permitted by the Intercreditor Agreement and (iii) any statutory Lien for ad valorem taxes which are not yet due and payable;

(b)as to which any representation, warranty, or covenant herein relating thereto shall be untrue, misleading, or in default in any material respect; provided, however, that this clause (b) shall not (i) be deemed a waiver by Agent or the Requisite Lenders of any Default or Event of Default which occurs under this Agreement or any other Credit Document as a result of any such representation, warranty, or covenant being untrue or misleading, or in default or (ii) limit the ability of Agent (or Agent and Co-Collateral Agent collectively) to institute Reserves in connection therewith to the extent provided in this Agreement; provided, that, with respect to any Inventory that is excluded from Eligible Inventory under this clause (b), Agent will not both institute such Reserve and exclude such Inventory from Eligible Inventory;

(c)which is not in good and saleable condition;

(d)which is on consignment (i.e., where a Borrower is the consignee) from any seller, vendor, or supplier or subject to any agreement whereby the seller, vendor, or supplier has retained any title to such Inventory or the right to repurchase such Inventory;

(e)which is on consignment (i.e., where a Borrower is the consignor) to any other Person;

(f)which constitutes returned, repossessed, damaged, defective, obsolete, or slow-moving goods, as determined by Agent;

(g)which is subject to a negotiable Document;

(h)which is subject to any license or agreement with any Third Party that limits or restricts Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory (unless such Third Party has entered into a Third Party Agreement);

(i)which is not located at a Permitted Location in the Continental U.S.;

(j)which is located at a Permitted Location with respect to which, if not owned and controlled by a Borrower, Agent has not received from the Person owning, or in control of, such property a Third Party Agreement (unless a Reserve is imposed therefor in an amount determined by Agent in its sole and absolute discretion);

(k)which constitutes Inventory-in-transit;

(l)which consists of any work-in-process, packaging materials, supplies, catalogs, or promotional materials; or

(m)which Agent otherwise in its Credit Judgment deems (or Agent and Co-Collateral Agent otherwise in their Credit Judgment deem) to not be Eligible Inventory; provided, that if and when Agent

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determines (or Agent and Co-Collateral Agent collectively determine) that any Inventory is ineligible under this clause (m) and the designation of such Inventory as ineligible would cause a payment obligation under Section 2.2(b)(i), then Agent shall give Borrower Agent two (2) Business Days prior notice of the exclusion of such Inventory from the Borrowing Base; provided, further that if and when Agent determines that any Inventory is ineligible under this clause (m), Agent shall notify Co-Collateral Agent thereafter of the exclusion of such Inventory from the Borrowing Base.

“Employee Benefit Plan” means “an employee benefit plan” excluding any Multiemployer Plan, which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code which is or was sponsored, maintained or contributed to by, or required to be contributed by, Euramax, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Enforcement Action” means action taken or to be taken by Agent, during any period that an Event of Default exists, to enforce collection of the Obligations or to realize upon the Collateral (whether by judicial action, under power of sale, by self-help repossession, by notification to Account Debtors, or by exercise of rights of setoff or recoupment).

“Environmental Claim” means any Adverse Proceeding, notice, notice of violation, liability, loss, decree, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, supranational, national, federal, state, provincial or local (or any subdivision) statutes, laws, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities, including any common law, relating to (i) any Hazardous Materials Activity; (ii) the protection of the environment, including any natural resources, (iii) the Release, threatened Release, generation, use, storage, transportation, handling, or disposal of, or exposure to, Hazardous Materials; or (iv) occupational safety and health, industrial hygiene, in any manner applicable to Euramax or any of its Subsidiaries or any Facility.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member.  Any former ERISA Affiliate of Euramax or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Euramax or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Euramax or such Subsidiary and with respect to liabilities arising after such period for which Euramax or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Employee Benefit Plan (excluding those for

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which the provision for 30 day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Employee Benefit Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 430 of the Internal Revenue Code with respect to any Employee Benefit Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Employee Benefit Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Euramax, any of its Subsidiaries or any of their respective ERISA Affiliates from any Employee Benefit Plan with two or more contributing sponsors or the termination of any such Employee Benefit Plan resulting in liability to Euramax, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Employee Benefit Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Employee Benefit Plan; (vi) the imposition of liability on Euramax, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Euramax, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by Euramax, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on Euramax, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan, or against Euramax, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Employee Benefit Plan to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Employee Benefit Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; (xi) the imposition of a Lien pursuant to Section 436(f) or 430(k) of the Internal Revenue Code or pursuant to ERISA with respect to any Employee Benefit Plan or (xii) for purposes of Section 5.2(h) only, any event with respect to any Foreign Plan which is similar to any event described in any of subsections (i) through (xi) hereof.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“Euro” and “€” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in legislative measures of the European Union for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of the Economic and Monetary Union as contemplated in the Treaty on European Union.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Excess Availability” means, at any time of determination, the amount by which (a) the lesser of (i) the Borrowing Base and (ii) the Revolving Commitment exceeds (b) the Working Capital Obligations.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Domestic Subsidiaries” means (a) New US LLC 1 and New US LLC 2, (b) any Subsidiary (other than Amerimax UK) of a Foreign Subsidiary, and (c) any Domestic Subsidiary that is not wholly-owned by Euramax or any of its wholly-owned Subsidiaries.

“Exempt Deposit Accounts” as defined in the Pledge and Security Agreement.

“Existing Indebtedness” means the Indebtedness and other obligations outstanding under the Term Loan Documents, including the Term Loan Debt.

“Extraordinary Expenses” means all costs, expenses, fees (including fees incurred to attorneys, accountants, appraisers, business valuation experts, environmental engineers or consultants, turnaround consultants and other professionals or experts retained Agent or any Affiliate by Agent) or advances that Agent or any Lender may suffer or incur during any period that an Event of Default exists, or during the pendency of an Insolvency Proceeding of an Credit Party, on account of or in connection with (i) the audit, inspection, repossession, storage, repair, appraisal, insuring, completion of the manufacture of, preparing for sale, advertising for sale, selling, collecting or otherwise preserving or realizing upon any Collateral; (ii) any action, suit, litigation, arbitration, contest or other judicial or non-judicial proceeding (whether instituted by or against Agent, any Lender, any Credit Party, any representative of creditors of any Credit Party or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, perfection, priority or avoidability of Agent’s Liens with respect to any of the Collateral), any of the Credit Documents or the validity, allowance or amount of any of the Obligations, including any lender liability or other claims asserted against Agent or any Lender; (iii) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (iv) the settlement or satisfaction of any Liens upon any Collateral (whether or not such Liens are Permitted Liens); (v) the collection or enforcement of any of the Obligations, whether by Enforcement Action or otherwise; (vi) the negotiation, documentation, and closing of any amendment, waiver, restructuring or forbearance agreement with respect to the Credit Documents or Obligations; (vii) amounts advanced by Agent pursuant to Section 11.2; or (viii) the enforcement of any of the provisions of any of the Credit Documents.  Such costs, expenses and advances may include transfer fees, taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Borrower or independent contractors in liquidating any Collateral, travel expenses, fees for field examinations and all other fees and expenses payable or reimbursable by Borrowers or any other Credit Party under any of the Credit Documents, and all other fees and expenses associated with the enforcement of rights or remedies under any of the Credit Documents, but excluding compensation paid to employees (including inside legal counsel who are employees) of Agent or any Lender (other than those employees conducting field exams for Agent or any Lenders).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Euramax or any of its Subsidiaries or any of their respective predecessors.

“Fair Share” as defined in Section 7.2.

“Fair Share Contribution Amount” as defined in Section 7.2.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, including any regulation, or official interpretation thereof.

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“Federal Funds Rate” means for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) in Atlanta, Georgia by the Federal Reserve Bank of Atlanta, or if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Birmingham, Alabama time) for such day on such transactions received by Regions from 3 federal funds brokers of recognized standing selected by it in its discretion.

“Fee Letter” means the fee letter agreement dated March 2, 2011, between Agent, for its sole account, and Borrowers.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Euramax that such financial statements fairly present, in all material respects, the financial condition of Euramax and its Subsidiaries, and of the Consolidated Borrowers, as applicable, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year end adjustments.

“Financial Plan” as defined in Section 5.1(i).

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Liens that are subordinate to such Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Euramax and its Subsidiaries ending on the last Friday of each calendar year.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any twelve-month period, the ratio of (a) Consolidated Adjusted EBITDA of such Person and its Subsidiaries on a consolidated basis for such period minus the Consolidated Capital Expenditures of such Person and its Subsidiaries on consolidated basis for such period, minus the total liability for United States federal income taxes and other taxes measured by Net Income actually paid in cash by such Person and its Subsidiaries on a consolidated basis in respect of such period to (b) the Fixed Charges of such Person and its Subsidiaries on a consolidated basis for such period.

“Fixed Charge Coverage Ratio Testing Period” means if Excess Availability is less than 15% of the lesser of (a) the Borrowing Base and (b) the aggregate amount of the Commitments at any time, the period commencing on the last day of the immediately preceding month with respect to which financial statements were due hereunder prior to such occurrence, and continuing on the last day of each month thereafter until such time as Excess Availability is equal to or greater than 15% of the lesser of (a) the Borrowing Base and (b) the aggregate amount of the Commitments.

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“Fixed Charges” means, with respect to any Person for any fiscal period, the sum, determined on a consolidated basis, of (i) Cash Interest Expense of such Person and its Subsidiaries on a consolidated basis for such period, plus (ii) scheduled principal payments on Indebtedness (including Capitalized Lease Obligations) of such Person and its Subsidiaries on a consolidated basis for the next succeeding 12 months following the last day of such fiscal period and (iii) all cash dividends (including the product of (A) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Subsidiaries, and all cash dividends on any series of preferred stock of any Subsidiary of such Person, other than dividends on Capital Stock payable solely in Capital Stock of Euramax (other than Disqualified Stock) or to any Borrower or a Subsidiary of a Borrower, times (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal) paid by such Person and its Subsidiaries on Capital Stock in respect of such period to Persons other than Credit Parties.

“Foreign Currency Equivalent” means, with respect to any amount denominated in Dollars, on any date, the amount of Euros or Sterling, as applicable, that may be purchased with such amount of Dollars at the Spot Exchange Rate on such date.

“Foreign Lender” means a Lender that is not a United States person under Section 7701(a)(30) of the Internal Revenue Code.

“Foreign Loan/Investment Conditions” means, with respect to any cash loan or cash Investment made by a Credit Party to or in a Foreign Subsidiary, each of the following conditions, the satisfaction of each of which shall be determined by Agent: (i) no Default or Event of Default exists or would result therefrom; (ii) Borrower Agent gives prior written notice to Agent of such loan or investment in any Foreign Subsidiary; and (iii) Excess Availability is greater than $20,000,000 on the date of and after giving effect to such loan or investment (for purposes of this clause, Excess Availability shall include cash in one or more deposit accounts subject to Agent’s first priority perfected security interests in excess of $10,000,000 in the aggregate).

“Foreign Plan” means any employee benefit plan maintained by Euramax or any of its Subsidiaries that is mandated or governed by any law, rule or regulation of any Government Authority other than the United States, any State thereof or any other political subdivision thereof.

“Foreign Subsidiary” means any Subsidiary that is not organized under the laws of the United States of America, any State thereof or the District of Columbia, and any Subsidiary thereof (other than Amerimax UK).

“French Operating Co.” means Euramax Industries S.A., a company organized under the laws of the Republic of France.

“Full Payment” means with respect to any of the Obligations, the full, final and indefeasible payment in full, in cash and in Dollars, of such Obligations, including all interest, fees and other charges payable in connection therewith under any of the Credit Documents, whether such interest, fees or other charges accrue or are incurred prior to or during the pendency of an Insolvency Proceeding and whether or not any of the same are allowed or recoverable in any bankruptcy case pursuant to Section 506 of the Bankruptcy Code or otherwise; with respect to any LC Obligations represented by undrawn Letters of Credit and Banking Relationship Debt (including Hedging Obligations arising under Hedge Agreements), the depositing of cash with Agent (or the delivery of a letter of credit to Agent from an issuer, and in form and substance satisfactory, to Agent), as security for the payment of such Obligations, not to exceed 105% of the aggregate undrawn amount of such Letters of Credit and 100% of Agent’s good faith estimate of the amount of Banking Relationship Debt due and to become due after termination of such

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Bank Products; and with respect to any Obligations that are contingent in nature (other than Obligations consisting of LC Obligations or Banking Relationship Debt), if such Obligations are liquidated in amount or, if such Obligations are unliquidated in amount and represent a claim which has been overtly asserted (or is reasonably probable of assertion) against Agent or a Lender and for which an indemnity has been provided by Borrowers in any of the Credit Documents, in an amount that is equal to such claim or Agent’s good faith estimate of such claim, the depositing of cash with Agent (or the delivery of a letter of credit to Agent from an issuer, and in form and substance satisfactory, to Agent) in an amount equal to 100% of such Obligations.  None of the Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated.

“Funding Guarantors” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Act” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” means any foreign or domestic, federal, state, provincial, municipal, supranational, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court.

“Governmental Authorization” means any permit, license, waiver, approval, authorization, plan, directive, consent order or consent decree of or from, or issued by, any Governmental Authority.

“Grantor” means a “Grantor” as defined in the Pledge and Security Agreement.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor” means Holdings, Euramax, each Borrower in its capacity as a guarantor with respect to its guaranty of the Obligations of each Borrower pursuant to Section 2.27, and each other future and direct and indirect wholly-owned Domestic Subsidiary of Euramax (other than the Excluded Domestic Subsidiaries).

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials” means any liquid, solid or gaseous chemical, material, waste or substance which is prohibited, limited or regulated as hazardous or toxic or as a pollutant or contaminant pursuant to any Environmental Law or by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment, including, without limitation, asbestos, petroleum and any breakdown constituents or derivatives, polychlorinated biphenyls, radioactive substances or radon.

“Hazardous Materials Activity” means any activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, emission, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of,

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or exposure to, any Hazardous Materials, in each case, reasonably likely to give rise to liability under, or to be in violation of, Environmental Law, and any Remedial Action.

“Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty in the ordinary course of Credit Parties’ businesses.

“Hedging Obligations” means Indebtedness and other obligations owing by Credit Parties to the Lender Counterparties under Hedge Agreements, including any guarantee obligations in respect thereof, and Other Hedging Obligations.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Euramax and its Subsidiaries for Fiscal Year 2010, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Year, and (ii) the unaudited financial statements of Euramax and its Subsidiaries, and of the Consolidated Borrowers, as applicable, for month ended December 31, 2010, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the monthly and year-to-date period ending on such date, and, in the case of clauses (i) and (ii), certified by the chief financial officer of Borrowers that they fairly present, in all material respects, the financial condition of Euramax and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“Holding Companies” means, collectively, Gaula Holdings B.V., a company organized under the laws of the Netherlands and any intermediate holding company that owns the Capital Stock of Euramax or any other Credit Party.

“Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (other than in the ordinary course of such Person’s business and excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the Ordinary Course of Business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under

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subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; and (x) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including, without limitation, any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; provided, in no event shall obligations under any Interest Rate Agreement, any Currency Agreement and Other Hedging Obligations be deemed “Indebtedness” for any purpose under Section 6.8; and (xi) all obligations of such Person in respect of Disqualified Stock of such Person.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary pursuant to Environmental Law to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and/or consultants for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person (including Euramax or any other Credit Party), whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make or making of the Credit Extensions or the use or intended use of the proceeds thereof) any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the statements contained in the commitment letter delivered by any Lender to Holdings with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from any past or present activity, operation, land ownership, or practice of Euramax or any of its Subsidiaries or any other Environmental Claim brought against Euramax or any of its Subsidiaries.  The Indemnified Liabilities shall expressly include any civil penalty or fine assessed by OFAC against any Indemnitee and its Affiliates and all reasonable costs and expense (including, without limitation, reasonable attorneys’ fees) incurred in connection with defense thereof by Indemnitee or such Affiliates, as a result of such Indemnitee’s or its Affiliate’s making extensions of credit hereunder, the acceptance of payments due under the Credit Documents or any Hedge Agreement between any Borrower and such Indemnitee or its Affiliate, acceptance of any Collateral, or providing of any Bank Product.

“Indemnitee” as defined in Section 11.3.

“Independent Outside Director” means any Person (a) that is a member of the board of directors of Holdings or any Subsidiary thereof and (b) that is not (i) an Affiliate of Holdings or any Subsidiary (other than solely by virtue of being a director of any such entity), a holder of Capital Stock of Holdings (other than Capital Stock received as compensation for directorship), or any Affiliate of any of the foregoing, or (ii) an employee or officer of Holdings or any Subsidiary thereof or an Affiliate of any such Person (other than solely by virtue of being a director of Holdings or any Subsidiary thereof).

“Insolvency Proceeding” means any action, case or proceeding commenced by or against a Person under any state, federal or foreign law, or any agreement of such Person, described in Section 8.1(f) or (g).

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“Intercreditor Agreement” means a General Intercreditor Agreement substantially in the form of Exhibit H, as it may be amended, supplemented or otherwise modified from time to time.

“Interest Payment Date” means with respect to (i) any Base Rate Loan, the first day of each month of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any LIBOR Loan, the first day of each month of each year and the last day of each Interest Period applicable to such Loan; provided, that, if the date provided for in this definition is not a Business Day, the Interest Payment Date shall be the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day.

“Interest Period” as defined in Section 2.5(c).

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Borrowers’ operations and not for speculative purposes.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Inventory Report” means a report in form and substance satisfactory to Agent and Co-Collateral Agent listing (i) all Inventory and all Eligible Inventory of Borrowers as of the last Business Day of the applicable month (or such other date as required by Agent or Co-Collateral Agent), (ii) the cost thereof, (iii) the market value of such Eligible Inventory, (iv) all Inventory which has not been timely sold in the Ordinary Course of Business and (v) such other information as Agent or Co-Collateral Agent may require.

“Investment” means (i) any direct or indirect purchase or other acquisition by Euramax or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Euramax from any Person (other than Euramax or any other Guarantor), of any Capital Stock of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the Ordinary Course of Business) or capital contribution by Euramax or any of its Subsidiaries to any other Person (other than Euramax or any other Guarantor), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the Ordinary Course of Business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto minus any cash proceeds from the disposition or other cash distributions on such Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“Investment Grade Securities” means: (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof; (ii) debt securities or debt instruments with an investment grade rating (but not including any debt securities or instruments constituting loans or advances among Euramax and its Subsidiaries); (iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii) above which fund may also hold immaterial amounts of cash pending investment or distribution; and (iv) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Issuer” means Regions as Issuer hereunder together with affiliates of Regions, in such capacity.

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“Joint Venture” means a joint venture, partnership or other similar arrangement with a third party, non-Affiliate, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Landlord Personal Property Collateral Access Agreement” means a Landlord Waiver and Consent Agreement substantially in the form of Exhibit J with such amendments or modifications as may be approved by Agent.

“LC Application” means an application by any or all Borrowers to Issuer, pursuant to a form approved by Issuer, for the issuance of a Letter of Credit, that is submitted to Issuer at least five (5) Business Days prior to the requested issuance of such Letter of Credit.

“LC Conditions” means the following conditions, the satisfaction of each of which is required before Issuer shall be obligated to issue a Letter of Credit: (i) each of the conditions set forth in Section 3.2 has been and continues to be satisfied, including the absence of any Default or Event of Default; (ii) after giving effect to the issuance of the requested Letter of Credit and all other unissued Letters of Credit for which an LC Application has been signed by a Borrower and approved by Agent and Issuer, the LC Obligations would not exceed $6,000,000 and no Out-of-Formula Condition would exist; (iii) such Letter of Credit has an expiration date that is no more than three hundred sixty-five (365) days from the date of issuance in the case of standby Letters of Credit or one hundred eighty days (180) days from the date of issuance in the case of documentary Letters of Credit and such expiration date is at least thirty (30) days prior to the last Business Day of the Term unless otherwise agreed by Agent in its discretion; provided, that each such Letter of Credit may be automatically renewable if acceptable to Agent and Issuer; (iv) the currency in which payment is to be made under the Letter of Credit is Dollars; and (v) the form of the proposed Letter of Credit is satisfactory to Agent and Issuer in their discretion, provides for sight drafts only and does not contain any language that automatically increases the amount available to be drawn under the Letter of Credit.

“LC Documents” means any and all agreements, instruments and documents (other than a LC Application) required by Issuer to be executed by Borrowers or any other Person and delivered to Issuer for the issuance, amendment or renewal of a Letter of Credit.

“LC Facility” means the subfacility for Letters of Credit established as part of the Revolving Commitments pursuant to Section 2.3.

“LC Obligations” means on any date, an amount (in Dollars) equal to the sum of (without duplication) (i) all amounts then due and payable by any Obligor on such date by reason of any payment that is made by Issuer under a Letter of Credit and that has not been repaid to Issuer, plus (ii) the aggregate undrawn amount of all Letters of Credit which are then outstanding or for which an LC Application has been delivered to and accepted by Issuer, plus (iii) all fees and other amounts due or to become due in respect of Letters of Credit outstanding on such date.

“LC Request” means a Letter of Credit Request from a Borrower to Issuer in the form of Exhibit A-3 annexed hereto.

“Lead Arranger” means Regions Business Capital, a division of Regions Bank, in its capacity as Lead Arranger under this Agreement.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

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“Lender Counterparty” means each Lender or any Affiliate of a Lender counterparty to a Hedge Agreement.

“Letter of Credit” means a documentary or standby letter of credit issued by Issuer for the account of Borrowers.

“LIBOR” means a per annum rate equal to the rate per annum offered by prime banks in the London interbank market for deposits in Dollars in an amount comparable to the Loan for which such rate is being determined and for a period equal to the interest period applicable thereto, all as determined by Agent with reference to the financial information reporting service used by Agent at the time of such determination.  Each calculation by Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“LIBOR Index Rate” means, for any LIR Loan and at any time of determination, a per annum rate equal to LIBOR determined with respect to an interest period of one month.  The LIBOR Index Rate shall be determined monthly on the first Business Day of each calendar month and shall be increased or decreased, as applicable, automatically and without notice to any Person on the date of each determination.  Upon Borrowers’ request from time to time, Agent will quote the current LIBOR Index Rate to Borrowers.

“LIBOR Lending Office” means with respect to a Lender, the office designated as a LIBOR Lending Office for such Lender on the signature page hereof (or on any Assignment and Acceptance, in the case of an assignee) and such other office of such Lender or any of its Affiliates that is hereafter designated by written notice to Agent.

“LIBOR Loan” means a Loan, or portion thereof, during any period in which it bears interest at a rate based upon the applicable LIBOR.

“LIBOR Reserve Requirements” means the maximum reserves (whether basic, supplemental, marginal, emergency, or otherwise) prescribed from time to time by the Board of Governors of the Federal Reserve System (or any successor) with respect to liabilities or assets consisting of or including “Eurocurrency liabilities” (as defined in Regulation D of the Board of Governors of the Federal Reserve System).

“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“LIR Loan” means a Loan, or portion thereof, during any period in which it bears interest at a rate based on the LIBOR Index Rate.

“Loan” means any Revolving Loan (including any Swingline Loan).

“Manage” means, with respect to any entity, any individual (i) serving on the board of directors or similar governing body of such entity, (ii) serving on any investment committee or similar body that makes decisions on or recommendations as to making, maintaining, increasing or disposing of investments on behalf of such entity, (iii) serving as an officer or employee of such entity; (iv) having a fiduciary duty to such entity, or (v) serving as a director, member, managing member, partner, officer or employee or other participant of any entity that manages such entity (by contract or otherwise) or

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manages the investments of such entity, or is the general partner or managing member or similar participant in such entity, in each case, other than any individual whose Management of such entity is limited to possessing, but not regularly exercising, senior supervisory credit or executive authority of such entity and is not involved in any day to day or routine decisions with respect to such entity or with respect to the investments to be made or held by such entity.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (i) the business, results of operations, properties, assets or condition (financial or otherwise) of Euramax and its Subsidiaries taken as a whole or Borrowers taken as a whole; (ii) the ability of the Credit Parties taken as a whole to fully and timely perform their Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of the Credit Agreement or any Credit Document to which it is a party; (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under the Credit Documents; or (v) the Collateral.

“Material Contract” means any written contract to which Euramax or any of its Subsidiaries is a party (other than the Credit Documents, the Senior Secured Notes Documents, and the $125,000,000 Unsecured Debt Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Maximum Rate” means the maximum non-usurious rate of interest permitted by applicable law that at any time, or from time to time, may be contracted for, taken, reserved, charged or received on the Indebtedness in question or, to the extent that at any time applicable law may thereafter permit a higher maximum non-usurious rate of interest, then such higher rate.  Notwithstanding any other provision hereof, the Maximum Rate shall be calculated on a daily basis (computed on the actual number of days elapsed over a year of 365 or 366 days, as the case may be).

“Minimum Excess Availability Reserve” means, on any Business Day of determination, as determined by Agent, a reserve in the amount of the greater of (i) $3,000,000 and (ii) 20% of the aggregate outstanding Working Capital Obligations on the applicable date of determination, provided, that, at any time that Borrowers deliver to Agent the Corporate Credit Rating Certificate certifying that Euramax has achieved a corporate credit rating of at least B- from S&P and at least B3 from Moody’s, then the amount of the Minimum Excess Availability Reserve shall be an amount equal to $3,000,000, for so long as Euramax maintains such corporate credit rating.

“Moody’s” means Moody’s Investor Services, Inc.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 3(37) of ERISA which is or was sponsored, maintained or contributed to by or required to be contributed to by Euramax, any of its Subsidiaries, or any of their respective ERISA Affiliates.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Euramax and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

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“Net Asset Sale Proceeds” means, with respect to any Asset Sale of Collateral, an amount equal to:  (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of a note receivable or otherwise, but only as and when so received) received by Euramax or any of its Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes (including all such federal, state and local taxes) paid or payable by the seller as a result of any gain recognized in connection with such Asset Sale (including, without limitation, in connection with the payment of a dividend or the making of a distribution by a Subsidiary of any Credit Party of such payments to such Credit Party or any other Subsidiary of such Credit Party (including, without limitation, taxes withheld in connection with the repatriation of such proceeds), net of any tax benefits actually realized in respect of such dividend or distribution), (b) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Euramax or any of its Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) in connection with such Asset Sale, and (c) brokers’ and advisors’ fees and commissions payable in connection with such Asset Sale.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of dividends on preferred stock.

“Net Insurance/Condemnation Proceeds” means an amount equal to:  (i) any Cash payments or proceeds received by Euramax or any of its Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) (a) under any insurance policy insuring against loss or damage to assets and property used in the business of Euramax or its Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) (other than the proceeds of business interruption insurance) or (b) as a result of the taking of any assets of Euramax or any of its Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs and expenses incurred by Euramax or any of its Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) in connection with the adjustment or settlement of any claims of Euramax or such Domestic Subsidiary in respect thereof, (b) any bona fide direct costs and expenses incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith, reasonable fees and expenses of professional advisors, title and recordation expenses and reasonable indemnification reserves, and (c) with respect to any such proceeds under clause (i) from assets that do not constitute Collateral, payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien (including a Lien in favor of Senior Secured Notes Indenture Trustee pursuant to the Senior Secured Notes Documents and Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties) pursuant to the Second Lien Documents on the assets in question and to the extent required to be repaid (or, in the case of any assets subject to the Lien of Senior Secured Notes Indenture Trustee or Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties), to the extent such cash payment is within the applicable reinvestment period or has been reinvested in accordance with the terms of the Senior Secured Notes Indenture as in effect on the date hereof) under the terms thereof as a result of such damage or taking.

“New US LLC 1” means EMAX Metals LLC, a Delaware limited liability company.

“New US LLC 2” means EMAX Products LLC, a Delaware limited liability company.

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“NOLV” means, as to any property, the expected Dollar amount to be realized at an orderly negotiated sale of such property, net of operating expenses, liquidation expenses, and commissions, as determined by Agent from time to time using the most recent Qualified Appraisal of such property.

“Non-Specified Secured Hedging Obligation” means a Secured Hedging Obligation that does not constitute a Specified Secured Hedging Obligation.

“Note” means a Revolving Loan Note.

“Notes Priority Collateral” as defined in the Intercreditor Agreement.

“Notice” means a Funding Notice, an LC Request, or a Conversion/Continuation Notice.

“Obligations” means all obligations and covenants now or hereafter from time to time owed to Agent or any Lender or any Affiliate of Agent or any Lender by any Credit Party, whether related or unrelated to the Loans, this Agreement, or the Credit Documents, including, without limitation or duplication, (a) the Loans; (b) the LC Obligations; (c) all fees, charges, interest, commissions, expenses, obligations, and liabilities arising from, related to, or on account of any Bank Products issued to, accepted for or on behalf of, used by, or provided to or on behalf of any Credit Party or any of its Subsidiaries by Agent, any Lender or any Affiliate of Agent or any Lender, including, without limitation, (i) all existing and future obligations under any Letters of Credit and (ii) all existing and future Hedging Obligations under any Hedge Agreements between any Credit Party and any Lender Counterparty whenever executed; and (d) all other amounts now owed or hereafter from time to time owed under the terms of this Agreement and the other Credit Documents, or arising out of the transactions described herein or therein, including, without limitation, Extraordinary Expenses and principal, interest, commissions, fees (including, without limitation, reasonable attorneys’ fees), charges, costs, expenses, and all amounts due or from time to time becoming due under the indemnification and reimbursement provisions of this Agreement and the other Credit Documents (including, without limitation, Section 2.7), together, in each of the foregoing cases in this definition, with all interest accruing thereon, including any interest on pre-petition Indebtedness accruing after bankruptcy (whether or not allowable in such bankruptcy), and whether any of the foregoing amounts are now due or from time to time hereafter become due, are direct or indirect, or are certain or contingent, and whether such amounts due are from time to time reduced or entirely extinguished and thereafter re-incurred.

“Obligee Guarantor” as defined in Section 7.7.

“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control or any successor thereto.

“Other Hedge Agreements” means:

(1)interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging, mitigating or swapping interest rate risk either generally or under specific contingencies;

(2)foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging, mitigating or swapping foreign currency exchange rate risk either generally or under specific contingencies; and

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(3)commodity swap agreements, commodity cap agreements or commodity collar agreements designed for the purpose of fixing, hedging, mitigating or swapping commodity risk either generally or under specific contingencies.

“Other Hedging Obligations” means the obligations owed by Euramax and the Credit Parties to the counterparties under the Other Hedge Agreements, including any guarantee obligations in respect thereof.

“Ordinary Course of Business” with respect to any transaction involving any Person, the ordinary course of such Person’s business, as conducted by such Person in accordance with past practices and undertaken by such Person in good faith and not for the purpose of evading any covenant or restriction in any Credit Document.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, and its by-laws or memorandum and articles of association (or equivalent), (ii) with respect to any limited partnership, its certificate of limited partnership, and its partnership agreement, (iii) with respect to any general partnership, its partnership agreement, and (iv) with respect to any limited liability company, its articles of organization, and its operating agreement.

“Original Closing Date” means June 29, 2009.

“Out-of-Formula Condition” as defined in Section 2.2(b)(i).

“Out-of-Formula Loan” means a Revolving Loan made or existing when an Out-of-Formula Condition exists or the amount of any Revolving Loan which, when funded, results in an Out-of-Formula Condition.

“Participant” as defined in Section 11.6(f).

“Participant Register” as defined in Section 11.6(i).

“Participating Lender” as defined in Section 2.3(b).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pending Revolving Loans” means at any date, the aggregate principal amount of all Revolving Loans which have been requested in any Funding Notice received by Agent but which have not theretofore been advanced by Agent or Lenders.

“Permitted Acquisition” means any acquisition by any Borrower or any Guarantor, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock (except for any Capital Stock in the nature of directors’ qualifying shares required pursuant to applicable law) of, or assets continuing a business line or unit or a division of, any Person; provided,

(i)immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred or be continuing or would result therefrom;

(ii)all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

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(iii)in case of the acquisition of Capital Stock, all of the Capital Stock (except for any Capital Stock in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Euramax in connection with such acquisition shall be owned 100% by Borrowers or a Guarantor thereof, and Borrowers shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Euramax which shall be the date of first closing of the Permitted Acquisition), each of the actions set forth in Section 5.10;

(iv)Euramax and its Subsidiaries shall be in compliance with the financial covenant set forth in Section 6.8 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended;

(v)at least 10 Business Days prior to such proposed acquisition, Euramax shall have delivered to Agent all material documents to be executed and delivered by any Credit Party in connection with such proposed acquisition, including the acquisition agreement and all schedules thereto which documents may be in draft form, provided that Euramax delivers execution versions in due course;

(vi)Euramax shall have delivered to Agent at least 10 Business Days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.8 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets, including, without limitation, the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.8;

(vii)any Person or assets or division as acquired in accordance herewith (y) shall be in the same or a related business or lines of business in which Euramax and/or its Subsidiaries are engaged as of the Closing Date and (z) if acquired as a going concern, shall have generated positive cash flow for the four Fiscal Quarter period most recently ended prior to the date of such acquisition;

(viii)such acquisition shall be financed either (x) solely with the proceeds of equity (other than Disqualified Stock) issued by Holdings (and contributed in cash to Borrowers or the applicable Guarantor in exchange for common stock of Borrowers or such Guarantor), or (y) through Indebtedness described in Section 6.1(n).

“Permitted Group” means any group of Persons that is deemed to be a “person” (as that term is used in Section 13(d)(3) of the Exchange Act) and which group includes a Permitted Holder; provided that no single Person (together with its Affiliates) beneficially owns more of the voting stock of Euramax that is beneficially owned by such group of Persons than is then collectively beneficially owned by the Permitted Holders in the aggregate.

“Permitted Holders” means Holdings and any officer of Holdings or Euramax who owns shares of Holdings’ common stock on the Closing Date, and their family members and relatives and any trusts created for the benefit of such persons and/or their family members and relatives and any estate, executor, administrator or other personal representative or beneficiary of any of the foregoing.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

“Permitted Location” means (a) any location described on Schedule 4.2 of the Pledge and Security Agreement and (b) any location as to which a Borrower shall have provided written notice to Agent.

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable of

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Euramax’s Foreign Subsidiaries and enters into a third party financing thereof on terms that the board of directors of Euramax or Holdings has concluded are customary and market terms fair to Euramax and its Subsidiaries; provided that, in no event shall any Permitted Receivables Financing be deemed or designated by Borrowers to constitute a “Credit Facility” under and as defined in the Senior Secured Notes Indenture or in any other way limit or reduce the amount of Indebtedness under the Credit Documents that is permitted by the Senior Secured Notes Indenture.

“Permitted Refinancing Indebtedness” means any Indebtedness of Euramax or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Euramax or any of its Subsidiaries (other than intercompany Indebtedness); provided that:

(1)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith);

(2)such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3)if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is contractually subordinated in right of payment to the Obligations or the Guaranties, such Permitted Refinancing Indebtedness is contractually subordinated in right of payment to, the Obligations on terms at least as favorable to the Lenders as  those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(4)if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Obligations or any Guaranty, such Permitted Refinancing Indebtedness is pari passu in right of payment with, or subordinated in right of payment to, the Obligations or the Guaranties;

(5)the representations, covenants and defaults applicable to such Permitted Refinancing Indebtedness are no less favorable to Euramax or any of its Subsidiaries than those applicable to the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(6)no Default or Event of Default shall exist at the time or after giving effect to the incurrence of such Permitted Refinancing Indebtedness; and

(7)to the extent such Permitted Refinancing Indebtedness is incurred by a Credit Party, such Permitted Refinancing Indebtedness is incurred by the Credit Party who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded and by no other Credit Parties unless such Credit Party is already an obligor with respect to such Indebtedness.

“Permitted Restructuring” means the restructuring transactions of Holdings and its Subsidiaries set forth on Schedule 1.1A.

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“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Pledge and Security Agreement” means the Amended and Restated Pledge and Security Agreement to be executed by Borrowers and each other Guarantor substantially in the form of Exhibit G, as it may be amended, supplemented or otherwise modified from time to time.

“Prime Rate” means the rate announced by Regions from time to time as its prime rate and is one of several interest rate bases used by Regions.  Regions lends at rates both above and below its prime rate, and Borrowers acknowledge that Regions’ prime rate is not represented or intended to be the lowest or most favorable rate of interest offered by Regions.

“Principal Office” means, for each of Agent, Regions, as the maker of Swingline Loans, and Issuer, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower Agent, Agent and each Lender.

“Projections” as defined in Section 4.8.

“Properly Contested” means, in the case of any Indebtedness of a Credit Party (including any Taxes) that is not paid as and when due or payable by reason of such Credit Party’s bona fide dispute concerning its liability to pay same or concerning the amount thereof, (i) such Indebtedness is being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (ii) such Credit Party has established appropriate reservesas shall be required in conformity with GAAP; (iii) the non-payment of such Indebtedness will not have a Material Adverse Effect and will not result in a forfeiture or sale of any assets of such Credit Party; (iv) no Lien is imposed upon any of such Credit Party’s assets with respect to such Indebtedness unless such Lien is at all times junior and subordinate in priority to the Liens in favor of Agent (except only with respect to property taxes that have priority as a matter of applicable law) and enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; (v) if the Indebtedness results from, or is determined by the entry, rendition or issuance against a Credit Party or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review; and (vi) if such contest is abandoned, settled or determined adversely (in whole or in part) to such Credit Party, such Credit Party forthwith pays such Indebtedness and all penalties, interest and other amounts due in connection therewith.  Only that portion of the Indebtedness that is in dispute may be Properly Contested.

“Pro Rata” means with respect to any Lender on any date, a percentage (expressed as a decimal, rounded to the fourth decimal place) arrived at by dividing the amount of the total Commitments of such Lender on such date by the aggregate amount of the Commitments of all Lenders on such date (regardless of whether or not any of such Commitments have been terminated on or before such date).

“Protective Advance” as defined in Section 2.2(f).

“Qualified Appraisal” means an appraisal conducted in a manner and with such scope and using such methods as are acceptable to Agent and Co-Collateral Agent by an appraiser selected by, or acceptable to, Agent and Co-Collateral Agent, the results of which are acceptable to Agent and Co-Collateral Agent in all respects.

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“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

“Receivables” as defined in the Pledge and Security Agreement.

“Regions” means Regions Bank, an Alabama banking corporation and its successors and assigns.

“Regions Indemnitees” as defined in Section 2.3(d).

“Register” means the register maintained by Agent in accordance with Section 2.24(b).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation S-X” as defined in Section 6.8(c).

“Reimbursement Date” as defined in Section 2.3(a)(iii).

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material).

“Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (ii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iii) any response actions authorized by 42 U.S.C. 9601 et. seq.

“Report” as defined in Section 9.8(c).

“Requisite Lenders” means: (i) at any time that there are only two Lenders, both Lenders; (ii) at any time that there are only three Lenders, one or more Lenders having or holding Revolving Exposure and representing more than 66% of the sum of the aggregate Revolving Exposure of all Lenders; and (iii) at any time that there are more than three Lenders, one or more Lenders having or holding Revolving Exposure and representing more than 51% of the sum of the aggregate Revolving Exposure of all Lenders.

“Reserves” means, on any date of determination, an amount equal to the sum of the following (without duplication):  (a) the Minimum Excess Availability Reserve; (b) such reserves as may be established from time to time by Agent (or Agent and Co-Collateral Agent collectively) to reflect changes in the merchantability of any Eligible Inventory in the ordinary course of Borrowers’ business or such other factors as may negatively impact the value of any Eligible Inventory, including reserves based on obsolescence, seasonality, theft, or other shrinkage, imbalance, change in composition or mix, markdowns, or, if such Inventory consists of goods, the price of which is ascertainable from, published by, or quoted by one or more recognized exchanges, any decrease in any such exchange’s price therefor; (c) all amounts of past due rent, fees, royalties, or other charges owing at such time by any Credit Party to any Third Party or other Person who is in possession of any ABL Priority Collateral or has asserted any Lien or claim thereto; (d) any portion of the Obligations which Agent pays in accordance with authority contained in any of the Credit Documents (except to the extent such payment is made with the proceeds of a deemed Revolving Loan); (e) the aggregate amount of reserves established by Agent in its sole and absolute discretion in respect of Obligations arising out of or relating to fees, costs, or expenses of

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maintaining any Deposit Accounts with Regions or any other Lender or any Affiliate of Regions or any other Lender or any cash management services or other products or services provided by Regions or any other Lender or any Affiliate of Regions or any other Lender, including merchant card and ACH transfer services; (g) all customer deposits or other prepayments held by Borrowers; (h) the aggregate amount of all Indebtedness secured by Liens upon any of the ABL Priority Collateral which are senior in priority to Agent’s Liens (provided that Agent’s imposition of a reserve on account of such Liens shall not be deemed a waiver of any Event of Default which may arise because of the existence of such Liens); (i) rent reserves; (j) any dilution reserve; (k) reserves for Bank Products (in an amount determined from time to time by Agent); (l) reserves for Specified Secured Hedging Obligations; and (m) such additional reserves, in such amounts and with respect to such matters, as Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) may elect to impose from time to time; provided, that if and when Agent creates a new category (as opposed to amount) of reserve under clause (b) or (m) of this definition and the creation of such reserve would cause a payment obligation under Section 2.20(b)(i)(C), then Agent shall give Borrower Agent two (2) Business Days prior written notice of the inclusion of such reserve in the calculation of the Borrowing Base.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of any Person and its Subsidiaries now or hereafter outstanding; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of any Person and its Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of any Person and its Subsidiaries now or hereafter outstanding; (iv) management or similar fees payable to any Affiliate of Holdings, or to any individual that managesany Affiliate of Holdings (excluding, for the avoidance of doubt, investment banking fees paid on an arm’s length basis in connection with a specific transaction to any Affiliate that in the ordinary course of business provides investment banking services); and (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness, the Senior Secured Notes Indenture, and the $125,000,000 Unsecured Debt Agreement (to the extent not included in the definition of Fixed Charges), in each of cases (i) through (iv) except a dividend, distribution, payment or prepayment payable solely in Capital Stock of such Person.

“Revolving Commitment” means at any date for any Lender, the obligation of such Lender to make Revolving Loans and to purchase participations in LC Obligations pursuant to the terms and conditions of this Agreement, which shall not exceed the principal amount set forth opposite such Lender’s name under the heading “Revolving Commitment” on Appendix A of this Agreement or the principal amount set forth in the Assignment Agreement by which it became a Lender, as modified from time to time pursuant to the terms of this Agreement or to give effect to any applicable Assignment Agreement; and “Revolving Commitments” means the aggregate principal amount of the Revolving Commitments of all Lenders, the maximum amount of which on any date shall be $70,000,000, as reduced from time to time pursuant to Section 2.2(e).

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earliest to occur of (i) the last day of the Term, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.20 or 2.28 and (iii) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

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“Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuer, the aggregate LC Obligations in respect of all Letters of Credit issued by it (net of any participations by Lenders in such Letters of Credit) and (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit.

“Revolving Loan” means a loan made by Lenders as provided in Section 2.2 (including any Out-of-Formula Loan) or a Swingline Loan funded solely by Regions.

“Revolving Loan Note” means a Revolving Note to be executed by Borrowers in favor of each Lender in the form of Exhibit B attached hereto, which shall be in the face amount of such Lender’s Revolving Commitment and which shall evidence all Revolving Loans (other than Swingline Loans) made by such Lender to Borrowers pursuant to this Agreement.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“Sanctioned Country” means a country subject to the sanctions programs identified on the list maintained by OFAC and available at the following website or as otherwise published from time to time:  http://www.treas.gov/offices/enforcement/ofac/programs/.

“Sanctioned Person” means (a) any Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html or as otherwise published from time to time, (b) any agency, authority, or subdivision of the government of a Sanctioned Country, (c) any Person or organization controlled by a Sanctioned Country, or (d) any Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“Seasonal Overadvance Amount” means, (a) on any date during a Seasonal Overadvance Period, an amount equal to $15,000,000, and (b) on any date that is not during a Seasonal Overadvance Period, an amount equal to $0.

“Seasonal Overadvance Conditions” means each of the following conditions, the satisfaction of which shall be determined by Agent: (i) Agent receives a Seasonal Overadvance Notice, (ii) Borrowers pay to Agent the Seasonal Overadvance Fee, and (iii) Borrowers deliver to Agent a Compliance Certificate demonstrating that Borrowers’ consolidated (I) Fixed Charge Coverage Ratio for the immediately preceding twelve-month period is greater than 1.00 to 1.00 (with the calculation of “Fixed Charges” to include the Seasonal Overadvance Amount), and (II) Seasonal Overadvance Free Cash Flow for the immediately preceding six-month period is greater than $0.

“Seasonal Overadvance Fee” means the activation fee defined in Section 2.6(g) of this Agreement.

“Seasonal Overadvance Free Cash Flow” means, for any period, (a) Consolidated Adjusted EBITDA, minus (b) the sum of Capital Expenditures made, plus cash income taxes paid, plus Cash Interest Expense paid, plus scheduled principal payments on Indebtedness paid, plus cash dividends paid, in each case, during such period.

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“Seasonal Overadvance Notice” means a notice delivered by Euramax to Agent, in form and substance satisfactory to Agent, pursuant to which Euramax, on behalf of the other Borrowers, requests that Agent and Lenders add the Seasonal Overadvance Amount to the Borrowing Base.

“Seasonal Overadvance Period” means, during any calendar year, the period beginning on January 1 and ending on April 30 of such year.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to all or any of its functions.

“Second Lien Documents” means any documents, agreements or instruments entered into after the date hereof that create (or purport to create) Liens on any assets or properties of any Credit Party to secure the Second Lien Obligations, which documents, agreements or instruments shall be in form and substance satisfactory to Agent.

“Second Lien Obligations” as defined in the Intercreditor Agreement.

“Second Lien Secured Parties” means the Secured Parties (as defined in the Second Lien Documents).

“Secured Hedging Obligations” means Hedging Obligations owing by any Credit Party to Agent or any Lender or any Affiliate of Agent or any Lender under any Hedge Agreement.

“Secured Parties” has the meaning assigned to that term in the applicable Collateral Document.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Securitization Subsidiary” means a Foreign Subsidiary of Euramax that (i) is designated a “Securitization Subsidiary” by the board of directors of Euramax or Holdings, (ii) does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto, (iii) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which (a) is guaranteed by any Credit Party or any Subsidiary, (b) is recourse to or obligates any Credit Party or any Subsidiary in any way, (c) subjects any property or asset of any Credit Party or any Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, or (d) would cause the Indebtedness under this Agreement and the other Credit Documents to exceed the amount permitted under the Senior Secured Notes Indenture, and (iv) with respect to which neither the Credit Parties nor any Subsidiary has any obligation to maintain or preserve such its financial condition or cause it to achieve certain levels of operating results,  other than, in respect of clauses (iii) and (iv), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“Senior Secured Noteholders” means the holders of Senior Secured Notes party from time to time to the Senior Secured Notes Indenture.

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“Senior Secured Notes” means those certain $375,000,000 9.5% Senior Secured Notes due 2016, issued pursuant to the Senior Secured Notes Indenture.

“Senior Secured Notes Documents” means collectively, the Senior Secured Notes Indenture and all other instruments, agreements and other documents evidencing or governing the Senior Secured Notes or providing for any guarantee or other right in respect thereof.

“Senior Secured Notes Indenture” means that certain Indenture dated as of March 18, 2011, among Euramax, as issuer, the guarantors party thereto and the Senior Secured Notes Indenture Trustee.

“Senior Secured Notes Indenture Trustee” means Wells Fargo Bank, National Association, as trustee in respect of the Senior Secured Notes and any Person acting in a similar capacity under any amendment, restatement, supplement, replacement or refinancing thereof.

“Solvent” means, with respect to Euramax and its Subsidiaries, taken as whole, that as of the Closing Date both (a) Euramax’s and its Subsidiaries’ cash and Excess Availability is not unreasonably small in relation to their business as contemplated on the Closing Date and reflected in the Projections; and (b) Euramax and its Subsidiaries have not incurred and do not intend to incur, or believe that they will incur, debts beyond their ability to pay such debts as they become due; in each case, as determined on a going concern basis based solely on the Projections.

“Specified Secured Hedging Obligation” means a Secured Hedging Obligation that satisfies each of the following conditions: (i) a Lender or its Affiliate that is providing the Secured Hedging Obligation to a Credit Party has given Agent written notice of the mark-to-market exposure attributed to such Secured Hedging Obligation on any date and has requested that Agent establish a Reserve with respect thereto and (ii) if determined by Agent in its discretion, Agent has established a Reserve in an amount equal to the mark-to-market exposure attributed to such Secured Hedging Obligation.  To the extent that any mark-to-market exposure with respect to any of the foregoing exceeds, on any date, would cause the Working Capital Obligations to exceed the Revolving Commitments, or the Borrowing Base, then such excess exposure shall constitute a Non-Specified Secured Hedging Obligation.

“Spot Exchange Rate” means, at any date of determination thereof, the spot rate of exchange in London that appears on the display page applicable to the relevant currency on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the spot rate of exchange in London for the conversion of Dollars into such currency or such currency into Dollars); provided that if there shall at any time no longer exist such a page on such service, the spot rate of exchange shall be determined by reference to another similar rate publishing service selected by the Agent and reasonably acceptable to Euramax.

“Sterling” and “£” means the lawful currency of the United Kingdom.

“Stockholders Agreement” means the Stockholders Agreement dated as of June 29, 2009, among Holdings and the stockholders named therein, as such agreement may be amended, restated, supplemented, modified and/or replaced from time to time.

“Subject Transaction” as defined in Section 6.8(c).

“Subordinated Indebtedness” means any Indebtedness of Euramax and its Subsidiaries, no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption or mandatory prepayment), prior to the Full Payment of the Obligations (it being understood that any customary required offer to purchase such Indebtedness as a result of a change of control or asset

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sale shall not violate the foregoing restriction), the payment of principal and interest of which and other obligations of the Borrowers in respect thereof are subordinated to the Full Payment of the Obligations on terms and conditions satisfactory to Agent. For the avoidance of doubt and for purposes of this Agreement only, the Indebtedness under the Senior Secured Notes Indenture, the $125,000,000 Unsecured Debt Agreement and Second Lien Documents, if any, does not constitute Subordinated Indebtedness.

“Subordinated Lien Documents” as defined in the Intercreditor Agreement, which documents shall be in form and substance satisfactory to Agent.

“Subordinated Lien Obligations” as defined in the Intercreditor Agreement.

“Subordinated Lien Collateral Trustee” as defined in the Intercreditor Agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Swingline Date” as defined in Section 2.15(d)(i).

“Swingline Loan” as defined in Section 2.15(d)(ii).

“Swingline Report” means a report delivered by Agent to Lenders summarizing the amount of the outstanding Revolving Loans as of the Swingline Date and the calculation of the Borrowing Base as of such Swingline Date.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed (including any penalty or interest payable in connection with any failure to pay or any delay in paying).

“Term” as defined in Section 2.28.

“Term Loan Documents” as defined in the Existing Credit Agreement.

“Term Loan Debt” as defined in the Existing Credit Agreement.

“Third Party” means (a) any lessor, mortgagee, mechanic or repairman, warehouse operator, processor, packager, consignee, or other third party which may have possession of any Collateral or lienholders’ enforcement rights against any Collateral or (b) any licensor whose rights in or with respect to any intellectual property or Collateral limit or restrict or may, in Agent’s determination, limit or restrict Borrowers’ or Agent’s right to sell or otherwise dispose of such Collateral.

“Third Party Agreement” means a Landlord Personal Property Collateral Access Agreement or other agreement in form and substance satisfactory to Agent pursuant to which a Third Party, as applicable and as required by Agent, (i) waives or subordinates in favor of Agent any Liens such Third

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Party may have in and to any Collateral; (ii) grants Agent access to Collateral which may be located on such Third Party’s premises or in the custody, care, or possession of such Third Party for purposes of allowing Agent to inspect, repossess, sell, or otherwise exercise its rights under the Credit Documents with respect to such Collateral; (iii) authorizes Agent to complete the manufacture of work-in-process (if the manufacturing of such goods requires the use or exploitation of a Third Party’s intellectual property); (iv) authorizes Agent to dispose of Collateral bearing or consisting of, in whole or in part, such Third Party’s intellectual property; or (v) agrees to terms regarding Collateral held on consignment by such Third Party, in each case containing terms acceptable to Agent and as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Transaction Costs” means the fees, costs and expenses payable by Holdings, Euramax or any of Euramax Subsidiaries on or before the Closing Date in connection with the Transactions.

“Transactions” means (i) the execution and delivery by the parties thereto of the Senior Secured Notes Documents and the issuance of the Senior Secured Notes thereunder, (ii) the execution and delivery by the parties thereto of the $125,000,000 Unsecured Debt Documents and the issuance of the $125,000,000 Unsecured Debt thereunder, (iii) the entering into of this Agreement, (iv) the payment in full of all Existing Indebtedness, and (v) all other transactions, including the Permitted Restructuring, to occur on the Closing Date.

“Type” means (i) with respect to Revolving Loans (other than Swingline Loans), a Base Rate Loan or a LIBOR Loan, as applicable, and (ii) with respect to Revolving Loans constituting Swingline Loans, a LIR Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Value” means with reference to the value of Inventory, value determined by Agent in good faith on the basis of a Qualified Appraisal of the NOLV thereof as derived by Agent the lower of cost or market of such Eligible Inventory, with the cost thereof calculated on a first-in, first-out basis in accordance with GAAP, provided that the Value of Eligible Inventory shall not include (i) the portion of the value of the Eligible Inventory equal to the profit earned by any Affiliate on the sale thereof to a Borrower, or (ii) any write-up or write-down in value with respect to currency exchange rates.

“Working Capital Obligations” means the sum of (a) the aggregate principal amount of all Revolving Loans and (b) the LC Obligations.

1.2.Accounting Terms.  Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.  Financial statements and other information required to be delivered by Borrowers to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable).  Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements.

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1.3.Interpretation, etc.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports.  Definition of all agreements, instruments and documents shall, unless otherwise specified in such definition, refer to such agreement, instrument or document as amended, modified, supplemented, restated, refinanced or renewed from time to time in accordance with its terms and the terms of this Agreement.  Without limiting the generality of the foregoing, the following terms shall have the meaning ascribed to them in the UCC: Account, Chattel Paper, Commercial Tort Claim, Deposit Account, Document, Electronic Chattel Paper, Equipment, Fixtures, Goods, General Intangible, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Payment Intangible, Software and Supporting Obligation.

SECTION 2.CREDIT FACILITIES

2.1.Commitments.  Subject to the terms and conditions of, and in reliance upon the representations and warranties made in, this Agreement and the other Credit Documents, Lenders severally agree to the extent and in the manner hereinafter set forth to make their respective shares of the Commitments available to Borrowers, in an aggregate amount up to $70,000,000, as set forth hereinbelow.

2.2.Revolving Commitments.

(a)Revolving Loans.  Each Lender agrees, severally to the extent of its Revolving Commitment and not jointly with the other Lenders, upon the terms and subject to the conditions set forth herein, to make Revolving Loans to Borrowers on any Business Day during the period from the Closing Date through the Business Day before the last day of the Term, not to exceed in aggregate principal amount outstanding at any time such Lender’s Revolving Commitment at such time, which Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided, however, that, except as provided in Section 2.2(b)(ii), Lenders shall have no obligation to Borrowers whatsoever to honor any request for a Revolving Loan on or after the Revolving Commitment Termination Date or if at the time of the proposed funding thereof the aggregate Working Capital Obligations then outstanding and Pending Revolving Loans exceeds, or would exceed after the funding of such Revolving Loan, the lesser of (i) the Borrowing Base or (ii) the Revolving Commitments. Each borrowing of Revolving Loans shall be funded by Lenders on a Pro Rata basis in accordance with their respective Revolving Commitments (except for Regions with respect to Swingline Loans).  The Revolving Loans shall bear interest as set forth in Section 2.5 hereof.  Each Revolving Loan shall, at the option of Borrowers, be made or continued as, or converted into, part of one or more borrowings that, unless specifically provided herein, shall consist entirely of Base Rate Loans or LIBOR Loans.

(b)Out-of-Formula Loans.

(i)If the Working Capital Obligations outstanding at any time should exceed the Borrowing Base at such time (an “Out-of-Formula Condition”), such Working Capital

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Obligations shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all of the benefits of the Credit Documents.  In the event that Lenders are willing in their sole and absolute discretion to make Out-of-Formula Loans or are required to do so by Section 2.2(b)(ii), such Out-of-Formula Loans shall be payable on demand and shall bear interest as provided in Section 2.5(e).

(ii)Unless otherwise directed in writing by the Requisite Lenders, Agent may require Lenders to honor requests by Borrowers for Out-of-Formula Loans (in which event, and notwithstanding anything to the contrary set forth in Section 2.2(a) or elsewhere in this Agreement, Lenders shall continue to make Revolving Loans up to their Pro Rata share of the Commitments) and to forbear from requiring Borrowers to cure an Out-of-Formula Condition, (1) when no Event of Default exists (or if an Event of Default exists, when the existence of such Event of Default is not known by Agent), if and for so long as (i) such Out-of-Formula Condition does not continue for a period of more than fifteen (15) consecutive days, following which no Out-of-Formula Condition exists for at least fifteen (15) consecutive days before another Out-of-Formula Condition exists, (ii) the amount of the Revolving Loans outstanding at any time does not exceed the aggregate amount of the Commitments at such time, and (iii) the Out-of-Formula Condition is not known by Agent at the time in question to exceed $5,000,000; and (2) regardless of whether or not an Event of Default exists, if Agent discovers the existence of an Out-of-Formula Condition not previously known by it to exist, but Lenders shall be obligated to continue making such Revolving Loans as directed by Agent only (A) if the amount of the Out-of-Formula Condition is not increased by more than $3,000,000 above the amount determined by Agent to exist on the date of discovery thereof and (B) for a period not to exceed five (5) Business Days.  In no event shall any Borrower or any other Credit Party be deemed to be a beneficiary of this Section 2.2(b)(ii) or authorized to enforce any of the provisions of this Section 2.2(b)(ii).

(c)Use of Proceeds.  The proceeds of the Revolving Loans shall be used by Borrowers solely for one or more of the following purposes: (i) to refinance the Existing Indebtedness; (ii) to pay the Transaction Costs; (iii) to pay any of the Obligations in accordance with this Agreement; and (iv) to make expenditures for working capital and other lawful corporate purposes of Borrowers to the extent such expenditures are not prohibited by this Agreement or applicable law including to finance Permitted Acquisitions.  In no event may any Revolving Loan proceeds be used by any Credit Party (x) to purchase or to carry, or to reduce, retire or refinance any Indebtedness incurred to purchase or carry, any Margin Stock or for any related purpose that violates the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System or the Exchange Act or (y) to fund any operations or finance any investments or activities in, or to make payments to, a Sanctioned Person.

(d)Revolving Notes.  The Revolving Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender and by the Revolving Loan Note payable to such Lender (or the assignee of such Lender), which shall be executed by Borrowers, completed in conformity with this Agreement and delivered to such Lender.  All outstanding principal amounts and accrued interest under the Revolving Loan Notes shall be due and payable as set forth in Section 2.20.

(e)Voluntary Reduction of Revolving Commitments.  Borrowers may permanently reduce the Revolving Commitments, on a Pro Rata basis for each Lender, upon at least three (3) Business Days prior written notice to Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given.  Each reduction shall be in a minimum amount of $1,000,000, or an increment of $250,000 in excess thereof; provided, that, in no event shall the Revolving Commitments be reduced to less than $50,000,000.

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(f)Protective Advances.  Agent shall be authorized, in its sole and absolute discretion, at any time or times that a Default or Event of Default exists or any of the conditions precedent set forth in Section 3.2 hereof have not been satisfied, to make Revolver Loans that are Base Rate Loans to Borrowers in an aggregate amount outstanding at any time not to exceed $5,000,000, but only to the extent that Agent, in the exercise of its business judgment, deems the funding of such Loans (herein called “Protective Advances”) to be necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood, or increase the amount, of repayment of the Obligations or (iii) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses, all of which Protective Advances shall be deemed part of the Obligations and secured by the Collateral and shall be treated for all purposes of this Agreement (including Section 2.22) as advances for the repayment to Agent and Lenders of Extraordinary Expenses; provided, however, that the Requisite Lenders may at any time revoke Agent’s authorization to make any such Protective Advances by written notice to Agent, which shall become effective prospectively upon and after Agent’s actual receipt thereof.  Absent such revocation, Agent’s determination that the making of a Protective Advance is required for any such purposes shall be conclusive.  Each Lender shall participate in each Protective Advance in an amount equal to its Pro Rata share of the Revolving Commitments.  Notwithstanding the foregoing, the maximum amount of Protective Advances outstanding at any time, when added to the aggregate of Revolving Loans, LC Obligations and Out-of-Formula Loans outstanding at such time, shall not exceed the total of the Revolving Commitments.  Nothing in this Section 2.2 shall be construed to limit in any way the amount of Extraordinary Expenses that may be incurred by Agent and that Borrowers shall be obligated to reimburse to Agent as provided in the Credit Documents.

2.3.LC Facility.

(a)Issuance of Letters of Credit.  Subject to all of the terms and conditions hereof, Issuer agrees to establish the LC Facility pursuant to which, during the period from the date hereof to (but excluding) the 30th day prior to the last day of the Term, Issuer shall issue one or more Letters of Credit on Borrower Agent’s request therefor from time to time, subject to the following terms and conditions:

(i)Each Borrower acknowledges that Issuer’s willingness to issue any Letter of Credit is conditioned upon Issuer’s receipt of (A) an LC Application with respect to the requested Letter of Credit and (B) such other instruments and agreements as Issuer may customarily require for the issuance of a letter of credit of equivalent type and amount as the requested Letter of Credit.  Issuer shall have no obligation to issue any Letter of Credit unless (x) Issuer receives an LC Request and LC Application at least five (5) Business Days prior to the date of issuance of a Letter of Credit, and (y) each of the LC Conditions is satisfied on the date of Issuer’s receipt of the LC Request and at the time of the requested issuance of a Letter of Credit.

(ii)Letters of Credit may be requested by a Borrower only if they are to be used (a) to support obligations of a Borrower or a Subsidiary of a Borrower incurred in the Ordinary Course of Business of such Borrower or such Subsidiary, on a standby or documentary basis, and payable solely in U.S. Dollars or (b) for such other purposes as Agent and Lenders may approve from time to time in writing.

(iii)Borrowers shall comply with all of the terms and conditions imposed on Borrowers by Issuer that are contained in any LC Application or in any other agreement customarily or reasonably required by Issuer in connection with the issuance of any Letter of Credit.  If Issuer shall honor any request for payment under a Letter of Credit, Borrowers shall be jointly and severally obligated to pay to Issuer, in Dollars on the same day as the date on which payment was made by Issuer (the “Reimbursement Date”), an amount equal to the amount paid by Issuer under such Letter of Credit (or, if payment thereunder was made by Issuer in a currency

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other than Dollars, an amount equal to the dollar equivalent of such currency, as determined by Issuer, as of the time of Issuer’s payment under such Letter of Credit, in each case), together with interest from and after the Reimbursement Date until Full Payment is made by Borrowers at the Default Rate for Revolving Loans constituting Base Rate Loans.  Until Issuer has received payment from Borrowers in accordance with the foregoing provisions of this clause (iii), Issuer, in addition to all of its other rights and remedies under this Agreement and any LC Application, shall be fully subrogated to the rights and remedies of each beneficiary under such Letter of Credit whose claims against Borrowers have been discharged with the proceeds of such Letter of Credit.  Whether or not a Borrower submits any Funding Notice to Agent, Borrowers shall be deemed to have requested from Lenders a borrowing of Base Rate Loans in an amount necessary to pay to Issuer all amounts due to Issuer on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such borrowing whether or not any Default or Event of Default has occurred or exists, the Commitments have been terminated, the funding of the borrowing would result in (or increase the amount of) any Out of-Formula Condition, or any of the conditions set forth in Section 3.2 are not satisfied.

(iv)Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary thereof.  The obligation of Borrowers to reimburse Issuer for any payment made by Issuer under a Letter of Credit shall be absolute, unconditional, irrevocable and joint and several and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right which Borrowers may have at any time against a beneficiary or transferee of any Letter of Credit except to the extent the Issuer was grossly negligent as determined by a court of competent jurisdiction in a non-appealable proceeding.  In connection with the issuance of any documentary Letter of Credit, none of Agent, Issuer or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in the Documents; the form, validity, sufficiency, enforceability, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon, even if such Documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure or omission to ship, any or all of the goods referred to in a documentary Letter of Credit or Documents applicable thereto; any deviation from instructions, delay, default or fraud by the shipper and/or any Person in connection with any goods or any shipping or delivery thereof; any breach of contract between the shipper or vendors and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, email, electronic transmission, or otherwise, whether or not they be in cipher, unless such errors, omissions, interruptions or delays are the result of the gross negligence or willful misconduct of Issuer; errors in interpretation of technical terms; the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or any consequences arising from causes beyond the control of Issuer, Agent, or any Lender, including any act or omission (whether rightful or wrongful) of any present or future Governmental Authority.  The rights, remedies, powers and privileges of Issuer under this Agreement with respect to Letters of Credit shall be in addition to, and cumulative with, all rights, remedies, powers and privileges of Issuer under any of the LC Documents.  Nothing herein shall be deemed to release Issuer from any liability or obligation that it may have in respect to any Letter of Credit arising out of and directly resulting from its own gross negligence or willful misconduct.

(v)No Letter of Credit shall be extended or amended in any respect that is not solely ministerial, unless all of the LC Conditions are met as though a new Letter of Credit were being

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requested and issued.  With respect to any Letter of Credit that contains any “evergreen” or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal, unless any such Lender shall have provided to Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which Issuer is entitled to decline to extend or renew the Letter of Credit.  If all of the LC Conditions are met and no Default or Event of Default exists, each Lender shall be deemed to have consented to any such extension or renewal.

(vi)Unless otherwise provided in any of the LC Documents, each LC Application and each Letter of Credit shall be subject to and governed, as applicable, by (i) the Uniform Customs and Practice for Documentary Credits International Chamber of Commerce (“ICC”), Publication 500, or any subsequent revision or restatement thereof adopted by the ICC and in use by Issuer or (ii) the International Standby Practices, ICC Publication No. 590, or any subsequent revision or restatement thereof adopted by the ICC and in use by Issuer, except to the extent that the terms of such publication would limit or diminish rights granted to Issuer hereunder or in any other Credit Document.

(b)Participations.

(i)Immediately upon the issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Issuer, without recourse or warranty, an undivided interest and participation equal to the Pro Rata share of such Lender (a “Participating Lender”) in all LC Obligations arising in connection with such Letter of Credit, but in no event greater than an amount which, when added to such Lender’s Pro Rata share of all Revolving Loans and LC Obligations then outstanding, exceeds such Lender’s Revolving Commitment; provided, however that if Issuer shall have received written notice from a Lender on or before the Business Day immediately prior to the date of Issuer’s issuance issue of a Letter of Credit that one or more of the conditions set forth in Section 3.2 has not been satisfied, Issuer shall have no obligation to issue (and shall not issue) the requested Letter of Credit or any other Letter of Credit until such notice is withdrawn in writing by that Lender or until the Requisite Lenders shall have effectively waived such condition in accordance with this Agreement.  In no event shall Issuer be deemed to have notice or knowledge of any existence of any Default or Event of Default or the failure of any LC Condition or any other condition in Section 3.2 to be satisfied prior to its receipt of such notice from a Lender.

(ii)If Issuer makes any payment under a Letter of Credit and Borrowers do not repay or cause to be repaid the amount of such payment on the Reimbursement Date, Issuer shall promptly notify Agent, which shall promptly notify each Participating Lender, of such payment and each Participating Lender shall promptly (and in any event within one (1) Business Day after its receipt of notice from Agent) and unconditionally pay to Agent, for the account of Issuer, in immediately available funds, the amount of such Participating Lender’s Pro Rata share of such payment, and Agent shall promptly pay such amounts to Issuer.  If a Participating Lender does not make its Pro Rata share of the amount of such payment available to Agent on a timely basis as herein provided, such Participating Lender agrees to pay to Agent for the account of Issuer, forthwith on demand, such amount together with interest thereon at the Federal Funds Rate until paid.  The failure of any Participating Lender to make available to Agent for the account of Issuer such Participating Lender’s Pro Rata share of the LC Obligations shall not relieve any other Participating Lender of its obligation hereunder to make available to Agent its Pro Rata share of the LC Obligations.  No Participating Lender shall be responsible for the failure of any other Participating Lender to make available to Agent its Pro Rata share of the LC Obligations on the date such payment is to be made.

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(iii)Whenever Issuer receives a payment on account of the LC Obligations, including any interest thereon, as to which Agent has previously received payments from any Participating Lender for the account of Issuer, Issuer shall promptly pay to each Participating Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Participating Lender’s Pro Rata share thereof.

(iv)The obligation of each Participating Lender to make payments to Agent for the account of Issuer in connection with Issuer’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with the terms and conditions of this Agreement under all circumstances and irrespective of whether or not Borrowers may assert or have any claim for any lack of validity or unenforceability of this Agreement or any of the other Credit Documents; the existence of any Default or Event of Default; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; the existence of any setoff or defense any Credit Party may have with respect to any of the Obligations; or the termination of the Commitments.

(v)Neither Issuer nor any of its officers, directors, employees or agents shall be liable to any Participating Lender for any action taken or omitted to be taken under or in connection with any of the LC Documents except as a result of actual gross negligence or willful misconduct on the part of Issuer.  Issuer does not assume any responsibility for any failure or delay in performance or breach by a Borrower or any other Person of its obligations under any of the LC Documents.  Issuer does not make to Participating Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, the LC Documents, or any Credit Party.  Issuer shall not be responsible to any Participating Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any of the LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any of the Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Credit Party or any Account Debtor.  In connection with its administration of and enforcement of rights or remedies under any of the LC Documents, Issuer shall be entitled to act, and shall be fully protected in acting upon, any certification, notice or other communication in whatever form believed by Issuer, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person.  Issuer may consult with and employ legal counsel, accountants and other experts and to advise it concerning its rights, powers and privileges under the LC Documents and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.  Issuer may employ agents and attorneys-in-fact in connection with any matter relating to the LC Documents and shall not be liable for the negligence, default or misconduct of any such agents or attorneys-in-fact selected by Issuer with reasonable care.  Issuer shall not have any liability to any Participating Lender by reason of Issuer’s refraining to take any action under any of the LC Documents without having first received written instructions from the Requisite Lenders to take such action.

(vi)Upon the request of any Participating Lender, Issuer shall furnish to such Participating Lender copies (to the extent then available to Issuer) of each outstanding Letter of Credit and related LC Documents as may be in the possession of Issuer and reasonably requested from time to time by such Participating Lender.

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(c)Cash Collateral Account.  If any LC Obligations, whether or not then due or payable, shall for any reason be outstanding (i) at any time that an Event of Default exists, (ii) on any date that Excess Availability is less than zero, (iii) on or at any time after the Revolving Commitment Termination Date, or (iv) on the day that is ten (10) days prior to the last day of the Term, then Borrowers shall, on Issuer’s or Agent’s request, forthwith pay to Issuer the amount of any LC Obligations that are then due and payable and shall, upon the occurrence of any of the events described in clauses (i), (iii) and (iv) hereinabove, Cash Collateralize all outstanding Letters of Credit or provide a back-up letter of credit acceptable to Agent in all respects and from a financial institution acceptable to Agent in all respects.  If notwithstanding the occurrence of one or more of the events described in clauses (i), (iii) and (iv) in the immediately preceding sentence Borrowers fail to Cash Collateralize any outstanding Letters of Credit or provide a back-up letter of credit acceptable to Agent in all respects and from a financial institution acceptable to Agent in all respects on the first Business Day following Agent’s or Issuer’s demand therefor, Lenders may (and shall upon direction of Agent) advance such amount as Revolving Loans (whether or not the Revolving Commitment Termination Date has occurred or an Out of-Formula Condition is created thereby).  Such cash (together with any interest accrued thereon) shall be held by Agent in the Cash Collateral Account and may be invested, in Agent’s discretion, in Cash Equivalents.  Each Borrower hereby pledges to Agent and grants to Agent a security interest in, for the benefit of Agent in such capacity and for the Pro Rata benefit of Lenders, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations (including LC Obligations), whether or not then due or payable.  From time to time after cash is deposited in the Cash Collateral Account, Agent may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Issuer, Agent or any Lender with respect to the LC Obligations.  None of Borrowers nor any other Person claiming by, through or under or on behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all Letters of Credit and the payment and satisfaction of all of the LC Obligations, any Cash Collateral remaining in the Cash Collateral Account shall be returned to Borrowers unless an Event of Default then exists (in which event Agent may apply such Cash Collateral to the payment of any other Obligations outstanding in accordance with the provisions of Section 2.22, with any surplus to be turned over to Borrowers).

(d)Indemnifications.

(i)In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Credit Documents, or any other amount payable as provided herein each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuer following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuer with reference to any Letter of Credit.

(ii)Each Participating Lender agrees to indemnify and defend each of Regions and its Affiliates and all of Regions’ and each of its Affiliates present and future officers, directors, agents, employees and attorneys (the “Regions Indemnitees”) (to the extent the Regions Indemnitees are not reimbursed by Borrowers or any other Credit Party, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolving Commitments, from and against any and all claims which may

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be imposed on, incurred by or asserted against any of the Regions Indemnitees in any way related to or arising out of Issuer’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 2.7).

2.4.Bank Products.  Borrowers may request any Lender to provide, or to arrange for one or more of its Affiliates to provide, Bank Products, but no Lender shall have any obligation whatsoever to provide, or to arrange for the provision of, any Bank Products.  If Bank Products are provided by an Affiliate of a Lender, Borrowers agree to indemnify and hold Agent and Lenders harmless from and against any and all claims at any time incurred by Agent or any Lenders that arise from any indemnity given to such Affiliates that relate to such Bank Products.  Borrowers acknowledge that obtaining Bank Products from any Lender or its Affiliates is in the discretion of such Lender or its Affiliates and is subject to all rules and regulations of such Lender or its Affiliates that are applicable to such Bank Products.

2.5.Interest.

(a)Rates of Interest.  Borrowers agree to pay interest in respect of all unpaid principal amounts of the Revolving Loans from the respective dates such principal amounts are advanced until paid (whether at stated maturity, on acceleration or otherwise) at a rate per annum equal to the applicable rate indicated below:

(i)for Revolving Loans made or outstanding as Base Rate Loans, the Applicable Margin plus the Base Rate in effect from time to time; or

(ii)for Revolving Loans made or outstanding as LIBOR Loans, the Applicable Margin plus LIBOR for the applicable Interest Period selected by Borrowers in conformity with this Agreement; or

(iii)for Revolving Loans constituting Swingline Loans, the Applicable Margin plus the LIBOR Index Rate in effect from time to time.

During a Seasonal Overadvance Period, upon the satisfaction of the Seasonal Overadvance Conditions, the delivery of the Seasonal Overadvance Notice, and Agent’s acceptance of the same (and the inclusion of the Seasonal Overadvance Amount in the Borrowing Base), all Revolving Loans up to the Seasonal Overadvance Amount (which shall be deemed to be the first Revolving Loans made and outstanding) shall bear interest based upon the rates set forth above, as applicable, plus 0.50%.

Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone and, if so requested by Borrowers, confirm the same in writing.  Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes.  The applicable rate of interest for all Loans (or portions thereof) bearing interest based upon the Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Base Rate becomes effective.  Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a LIBOR Loan to (but excluding) the date of any repayment thereof; provided, however, that, if a Loan is repaid on the same day made, one day’s interest shall be paid on such Loan.

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(b)Conversions and Continuations.

(i)Borrowers may on any Business Day, subject to the giving of a proper Conversion/Continuation Notice as hereinafter described, elect (A) to continue all or any part of a LIBOR Loan by selecting a new Interest Period therefor, to commence on the last day of the immediately preceding Interest Period, or (B) to convert all or any part of a Loan of one Type (other than a Swingline Loan) into a Loan of another Type; provided, however, during the period that any Default or Event of Default exists, Agent may (and shall at the direction of the Requisite Lenders) declare that no Loan may be made or continued as or converted into a LIBOR Loan.  Any conversion of a LIBOR Loan into a Base Rate Loan shall be made on the last day of the Interest Period for such LIBOR Loan.  Any conversion or continuation made with respect to less than the entire outstanding balance of the Loans must be allocated among Lenders on a Pro Rata basis, and the Interest Period for Loans converted into or continued as LIBOR Loans shall be coterminous for each Lender.

(ii)Whenever Borrowers desire to convert or continue Loans under Section 2.5(b), Borrower Agent shall give Agent a Conversion/Continuation Notice, signed by an authorized officer of Borrower Agent, at least one (1) Business Day before the requested conversion date, in the case of a conversion into Base Rate Loans, and at least three (3) Business Days before the requested conversion or continuation date, in the case of a conversion into or continuation of LIBOR Loans.  Promptly after receipt of a Conversion/Continuation Notice, Agent shall notify each Lender in writing of the proposed conversion or continuation.  Each such Conversion/Continuation Notice shall be irrevocable and shall specify the aggregate principal amount of the Loans to be converted or continued, the date of such conversion or continuation (which shall be a Business Day) and whether the Loans are being converted into or continued as LIBOR Loans (and, if so, the duration of the Interest Period to be applicable thereto and, in the absence of any specification by Borrowers of the Interest Period, an Interest Period of one month will be deemed to be specified) or Base Rate Loans.  If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver the Conversion/Continuation Notice, Borrowers shall be deemed to have elected to convert such LIBOR Loans to Base Rate Loans.

(c)Interest Periods.  In connection with the making or continuation of, or conversion into, each Borrowing of LIBOR Loans, Borrowers shall select an interest period (each an “Interest Period”) to be applicable to such LIBOR Loan, which interest period shall commence on the date such LIBOR Loan is made and shall end on a numerically corresponding day in the first, second or third month thereafter; provided, however, that:  (i) the initial Interest Period for a LIBOR Loan shall commence on the date of such borrowing (including the date of any conversion from a Loan of another Type) and each Interest Period occurring thereafter in respect of such Revolving Loan shall commence on the date on which the next preceding Interest Period expires; (ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that, if any Interest Period in respect of LIBOR Loans would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (iii) any Interest Period that begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall expire on the last Business Day of such calendar month; (iv) no Interest Period with respect to any portion of principal of a Loan shall extend beyond a date on which a Borrower is required to make a scheduled payment of such portion of principal; and (v) no Interest Period shall extend beyond the last day of the Term.

(d)Interest Rate Not Ascertainable.  If Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) that on any date for determining LIBOR for any Interest Period, by reason of any changes arising after the date of this Agreement affecting

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the London interbank market or any Lender’s or Regions’ position in such market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR, then, and in any such event, Agent shall forthwith give notice (by telephone promptly confirmed in writing) to Borrowers of such determination.  Until Agent notifies Borrowers that the circumstances giving rise to the suspension described herein no longer exist, the obligation of Lenders to make LIBOR Loans shall be suspended, and such affected Loans then outstanding shall, at the end of the then applicable Interest Period or at such earlier time as may be required by applicable law, bear the same interest as Base Rate Loans.

(e)Default Rate of Interest.  Borrowers shall pay interest at a rate per annum equal to the Default Rate (i) with respect to the principal amount of any portion of the Obligations (and, to the extent permitted by applicable law, all past due interest) that is not paid on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) until Full Payment; (ii) with respect to the principal amount of all of the Obligations (and, to the extent permitted by applicable law, all past due interest) upon the earlier to occur of (x) Borrower Agent’s receipt of notice from Agent of the Requisite Lenders’ election to charge the Default Rate based upon the existence of any Event of Default (which notice Agent shall send only with the consent or at the direction of the Requisite Lenders), whether or not acceleration or demand for payment of the Obligations has been made, or (y) the commencement by or against any Borrower of an Insolvency Proceeding whether or not under the circumstances described in clauses (i) or (ii) hereof Lenders elect to accelerate the maturity or demand payment of any of the Obligations; and (iii) with respect to the principal amount of any Out-of-Formula Loans (unless otherwise agreed in writing by the Requisite Lenders), whether or not demand for payment thereof has been made by Agent.  To the fullest extent permitted by applicable law, the Default Rate shall apply and accrue on any judgment entered with respect to any of the Obligations and to the unpaid principal amount of the Obligations during any Insolvency Proceeding of a Borrower. Interest accrued at the Default Rate shall be due and payable on demand.

2.6.Fees.  In consideration of Lenders’ establishment of the Commitments in favor of Borrowers, and Agent’s agreement to serve as collateral and administrative agent hereunder, Borrowers jointly and severally agree to pay the following fees:

(a)Unused Line Fee.  Borrowers shall be jointly and severally obligated to pay to Agent, for the Pro Rata benefit of Lenders, a fee for each day of a Fiscal Quarter equal to (i) 0.50% per annum, divided by (ii) 360 times (iii) the amount by which the Revolving Commitments exceeded the Working Capital Obligations for the immediately preceding Fiscal Quarter.  Such fee shall be set on the first day of each Fiscal Quarter and shall be payable on the first day of each calendar month and on the Revolving Commitment Termination Date; provided that, with respect to any Fiscal Quarter, if the amount by which the Revolving Commitments exceeded the Working Capital Obligations for the immediately preceding Fiscal Quarter is less than 50% of the Revolving Commitments, then in calculating the fee under this Section 2.6(a), the rate set forth in subclause (i) shall be 0.375% per annum.

(b)LC Facility Fees.  Borrowers shall be jointly and severally obligated to pay:  (a)(i) to Agent for the Pro Rata account of each Lender for all Letters of Credit, the Applicable Margin in effect for Revolving Loans that are LIBOR Loans on a per annum basis based on the average amount available to be drawn under Letters of Credit outstanding and all Letters of Credit that are paid or expire during the period of measurement (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination), payable monthly, in arrears, on the first Business Day of the following month; (ii) to Issuer for its own account a Letter of Credit fronting fee of 0.125% per annum based on the average amount available to be drawn under all Letters of Credit outstanding and all Letters of Credit that are paid or expire during the period of measurement determined as of the close of business on any date of determination, payable monthly, in arrears, on the first Business

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Day of the following month; and (iii) to Issuer for its own account all customary charges associated with the issuance, amending, negotiating, payment, processing and administration of all Letters of Credit.  All Letter of Credit fees referenced in clause (a)(i) above that are expressed as a percentage shall be increased to a percentage that is 2% greater than the percentage that would otherwise be applicable when the Default Rate is in effect.

(c)Audit and Appraisal Fees and Expenses.  Borrowers shall reimburse Agent and Co-Collateral Agent for all reasonable (and to the extent an invoice is available, documented) costs and expenses incurred by Agent or Co-Collateral Agent (including standard fees charged by Agent’s or Co-Collateral Agent’s internal field exam department) in connection with field examinations and inventory appraisals and reviews of any Credit Party’s books and records and such other matters pertaining to any Credit Party or any Collateral as Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) shall deem appropriate, (i) up to three (3) times per Fiscal Year for Inventory appraisals as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to time, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of appraisals for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and (ii) up to three (3) times per Fiscal Year for field examinations as determined by Agent in its Credit Judgment (or Agent and Co-Collateral Agent collectively in their Credit Judgment) based upon the amount of Excess Availability from time to time, unless a Default or Event of Default exists (in which event, there shall be no limit on the number of field examinations for which Borrowers shall be obligated to reimburse Agent and Co-Collateral Agent) and, in each case, shall pay to Agent and Co-Collateral Agent the standard amount charged by Agent and Co-Collateral Agent, as applicable, per day for each day that an employee or agent of Agent or Co-Collateral Agent shall be engaged in a field examination, appraisal or review of any Credit Party’s books and records plus out-of-pocket expenses.  The foregoing shall not be construed to limit Agent’s or Co-Collateral Agent’s right to conduct audits and appraisals of the Collateral as provided in Section 5.6.

(d)Other Fees.  In addition to the other fees provided for herein, Borrowers shall be jointly and severally obligated to pay to Regions the fees set forth in the Fee Letter.

(e)General Provisions.  All fees shall be fully earned by the identified recipient thereof pursuant to the foregoing provisions of this Agreement on the due date thereof (and, in the case of Letters of Credit, upon each issuance, renewal or extension of such Letter of Credit); and, except as otherwise set forth herein or required by applicable law, shall not be subject to rebate, refund or proration.  All fees provided for in Section 2.6 are, and shall be deemed to be compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money.

(f)Computation of Interest and Fees.  All fees and other charges provided for in this Agreement that are calculated as a per annum percentage of any amount and all interest shall be calculated daily and shall be computed on the actual number of days elapsed over a year of 360 days (or, in the case any interest calculated under clause (ii)(b) of the definition of Base Rate, 365/366 days).  For purposes of computing interest and other charges hereunder, each payment received by Agent (with the date of such receipt to be governed by Section 2.23) shall be deemed applied by Agent and Lenders on account of the Obligations (subject to final payment of such items) on the Business Day after the Business Day on which Agent receives such payment item in the Collection Account, and Agent shall be deemed to have received such payment item on the date specified in Section 2.23.

(g)Seasonal Overadvance Fee.  On the date that Agent receives a Seasonal Overadvance Notice from Euramax, and concurrently with the delivery of such Seasonal Overadvance Notice and Agent’s acceptance of the same (and the inclusion of the Seasonal Overadvance Amount in the Borrowing

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Base), Borrowers shall be jointly and severally obligated to pay to Agent, for the Pro Rata benefit of Lenders, an activation fee in the amount of 0.20% of the Seasonal Overadvance Amount (such fee is referred to herein as the “Seasonal Overadvance Fee”).

2.7.Reimbursement Obligations.

(a)Borrowers shall reimburse Agent and Lenders for any Extraordinary Expenses incurred by Agent or any Lender, on the sooner to occur of Agent’s demand therefor or Agent’s receipt of any proceeds of Collateral in connection with any Enforcement Action (subject to the provisions of Section 2.22 with respect to the application of any proceeds of Collateral).  Borrowers also shall reimburse Agent for all legal, accounting, appraisal, consulting and other fees and expenses suffered or incurred by Agent in connection with: (i) the negotiation and preparation (and internal legal review) of any of the Credit Documents, any amendment or modification thereto; (ii) the administration of the Credit Documents and the transactions contemplated thereby; (iii) action taken to perfect or maintain the perfection or priority of any of Agent’s Liens with respect to any of the Collateral; (iv) any inspection of or audits conducted by Agent with respect to any Credit Party’s books and records or any of the Collateral; (v) any effort by Agent to verify or appraise any of the Collateral.  All amounts chargeable to or reimbursable by Borrowers under this Section 2.7 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demand to Agent.  Borrowers also shall reimburse Agent for expenses incurred by Agent in its administration of any of the Collateral to the extent and in the manner provided in any of the other Credit Documents.  The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Credit Documents regarding the indemnification or reimbursement by Borrowers of claims suffered or incurred by Agent or any Lender.

(b)If at any time Agent or (with the prior consent of Agent) any Lender shall agree to indemnify any Person against losses or damages that such Person may suffer or incur in its dealings or transactions with Borrowers, or shall guarantee or otherwise assure payment of any liability or obligation of Borrowers to such Person, or otherwise shall provide assurances of Borrowers’ payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Agent or any Lender with respect to Banking Relationship Debt, then the contingent obligation of Agent or any Lender providing any such indemnity, guaranty or other assurance of payment or performance, together with any payment made or liability incurred by Agent or any Lender in connection therewith, shall constitute Obligations that are secured by the Collateral and Borrowers shall repay, on demand, any amount so paid or any liability incurred by Agent or any Lender in connection with any such indemnity, guaranty or assurance.  Nothing herein shall be construed to impose upon Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance.  The foregoing agreement of Borrowers shall apply whether or not such indemnity, guaranty or assurance is in writing or oral and regardless of any Borrower’s knowledge of the existence thereof, shall survive termination of the Commitments and Full Payment of the Obligations and any other provisions of the Credit Documents regarding reimbursement or indemnification by Borrowers of claims suffered or incurred by Agent or any Lender.

2.8.Bank Charges.  Borrowers shall pay to Agent, on demand, any and all fees, costs or expenses which Agent pays to a bank or other similar institution (including any fees paid by Agent or any Lender to any Participant) arising out of or in connection with (i) the forwarding to a Borrower or any other Person on behalf of a Borrower by Agent of proceeds of Loans made by Lenders to a Borrower pursuant to this Agreement and (ii) the depositing for collection by Agent of any payment item received or delivered to Agent on account of the Obligations.  Each Borrower acknowledges and agrees that Agent may charge such costs, fees and expenses to Borrowers based upon Agent’s good faith estimate of such costs, fees and expenses as they are incurred by Agent.

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2.9.Illegality.  Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (i) any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for a Lender to make or maintain a LIBOR Loan or LIR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or LIR Loan or (ii) at any time such Lender determines that the making or continuance of any LIBOR Loan or LIR Loan has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in such market, then such Lender shall give after such determination Agent and Borrowers notice thereof and may thereafter (1) declare that LIBOR Loans or LIR Loans will not thereafter be made by such Lender, whereupon any request by a Borrower for a LIBOR Loan or LIR Loan from such Lender shall be deemed a request for a Base Rate Loan, and any Swingline Loan shall be a Base Rate Loan, unless such Lender’s declaration shall be subsequently withdrawn (which declaration shall be withdrawn promptly after the cessation of the circumstances described in clause (i) or (ii) above); and (2) require that all outstanding LIBOR Loans or LIR Loans made by such Lender be converted to Base Rate Loans, under the circumstances of clause (i) or (ii) of this Section 2.9 insofar as such Lender determines the continuance of LIBOR Loans or LIR Loans to be impracticable, in which event all such LIBOR Loans or LIR Loans of such Lender shall be converted automatically to Base Rate Loans as of the date of any Borrower’s receipt of the aforesaid notice from such Lender.

2.10.Increased Costs.  If, by reason of (a) the introduction after the date hereof of or any change (including any change by way of imposition or increase of LIBOR Reserve Requirements or other reserve requirements) in or in the interpretation of any law or regulation, or (b) the compliance with any guideline or request from any central bank or other Governmental Authority or quasi-Governmental Authority exercising control over banks or financial institutions generally (whether or not having the force of law):

(i)any Lender shall be subject after the date hereof to any Tax, duty or other charge with respect to any LIBOR Loan, LIR Loan or Letter of Credit or its obligation to make LIBOR Loans or LIR Loans or to issue Letters of Credit or participate in the LC Obligations arising from the issuance of Letters of Credit, or a change shall result in the basis of taxation of payment to any Lender of the principal of or interest on its LIBOR Loans or LIR Loans or its obligation to make LIBOR Loans or LIR Loans, issue Letters of Credit or participate in the LC Obligations arising from the issuance of Letters of Credit (except for (A) changes in the rate of Tax on the net income or gross receipts or franchise tax of such Lender imposed by the jurisdiction in which such Lender’s principal executive office is located or otherwise as a result of a connection between a Lender and such jurisdiction other than any connection arising solely from the rights and obligations as a Lender, or the activities of a Lender, pursuant to or in connection with this Agreement or the other Credit Documents and (B) Taxes imposed as a result of the failure to comply with FATCA); or

(ii)any reserve (including any imposed by the Board of Governors), special deposits or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender shall be imposed or deemed applicable or any other condition affecting its LIBOR Loans, LIR Loans or Letters of Credit or its obligation to make LIBOR Loans or LIR Loans or to issue Letters of Credit or participate in the LC Obligations arising from the issuance of Letters of Credit shall be imposed on such Lender or the London interbank market;

and as a result thereof there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining LIBOR Loans or LIR Loans or LIR Loans or issuing Letters of Credit (except to the extent already included in the determination of the applicable LIBOR for LIBOR Loans or LIBOR Index Rate for LIR Loans), or there shall be a reduction in the amount received or receivable by

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such Lender, then such Lender shall, promptly after determining the existence or amount of any such increased costs for which such Lender seeks payment hereunder, give any Borrower notice thereof and Borrowers shall from time to time, upon written notice from and demand by such Lender specifying in reasonable detail the amount owing due to the increased costs (with a copy of such notice and demand to Agent), pay to Agent for the account of such Lender, within five (5) Business Days after the date specified in such notice and demand, an additional amount sufficient to indemnify such Lender against such increased costs.  A certificate as to the amount of such increased costs, submitted to Borrowers by such Lender, shall be final, conclusive and binding for all purposes, absent manifest error.

If any Lender shall advise Agent at any time that, because of the circumstances described hereinabove in this Section 2.10 or any other circumstances arising after the date of this Agreement affecting such Lender or the London interbank market or such Lender’s position in such market, LIBOR, or the LIBOR Index Rate, as applicable, as determined by Agent, will not adequately and fairly reflect the cost to such Lender of funding LIBOR Loans or LIR Loans or issuing Letters of Credit, then, and in any such event:

(i)Agent shall forthwith give notice (by telephone confirmed promptly in writing) to Borrowers and Lenders of such event;

(ii)Borrowers’ right to request and such Lender’s obligation to make LIBOR Loans or LIR Loans or to issue Letters of Credit or participate in the LC Obligations arising from the issuance of Letters of Credit shall be immediately suspended and Borrowers’ right to continue a LIBOR Loan or an LIR Loan as such beyond the then applicable Interest Period or to request a Letter of Credit or for Swingline Loans to be LIR Loans shall also be suspended, until each condition giving rise to such suspension no longer exists; and

(iii)such Lender shall make a Base Rate Loan as part of the requested Borrowing of LIBOR Loans, which Base Rate Loan shall, for all purposes, be considered part of such borrowing, and all Swingline Loans shall be made as Base Rate Loans.

For purposes of this Section 2.10, all references to a Lender shall be deemed to include Issuer and any bank holding company or bank parent of such Lender or Issuer.  If any Lender provides notice that, due to the circumstances described in this Section 2.10, LIBOR will not adequately and fairly reflect the cost to such Lender of funding LIBOR Loans or participating in LC Obligations arising from the issuance of Letters of Credit, then such Lender may be replaced pursuant to the provisions of Section 11.7.

2.11.Capital Adequacy.  If any Lender determines that after the date hereof (a) the adoption of any applicable law regarding capital requirements for banks or bank holding companies or the subsidiaries thereof, (b) any change in the interpretation or administration of any such applicable law by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or (c) compliance by such Lender or its holding company with any request or directive of any such Governmental Authority, central bank or comparable agency regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s capital to a level below that which such Lender could have achieved (taking into consideration such Lender’s and its holding company’s policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender’s capital was fully utilized prior to such adoption, change or compliance) but for such adoption, change or compliance as a consequence of such Lender’s commitment to make the Loans pursuant hereto by any amount deemed by such Lender to be material:

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(i)Agent shall promptly, after its receipt of a certificate from such Lender setting forth such Lender’s determination of such occurrence, give notice thereof to Borrowers and Lenders; and

(ii)Borrowers shall pay to Agent, for the account of such Lender, as an additional fee from time to time, on demand, such amount as such Lender certifies to be the amount reasonably calculated to compensate such Lender (on or after tax basis) for such reduction.

A certificate of such Lender claiming entitlement to compensation as set forth above will be conclusive in the absence of manifest error.  Such certificate will set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to such Lender (including the basis for such Lender’s determination of such amount), and the method by which such amounts were determined.  In determining such amount, such Lender may use any reasonable averaging and attribution method.  For purposes of this Section 2.11 all references to a Lender shall be deemed to include Issuer and any bank holding company or bank parent of such Lender or Issuer.

2.12.Mitigation.  Each Lender agrees that, with reasonable promptness after such Lender becomes aware that such Lender is entitled to receive payments under Sections 2.9, 2.10 or 2.11, or is or has become subject to U.S. withholding taxes payable by any Borrower in respect of its Loans or other Credit Extensions, it will, to the extent not inconsistent with any internal policy of such Lender or any applicable legal or regulatory restriction, (i) use all reasonable efforts to make, fund or maintain the Commitment of such Lender or the Loans or other Credit Extensions of such Lender through another lending office of such Lender, or (ii) take such other reasonable measures, if, as a result thereof, the circumstances which would relieve Borrowers from their obligations to pay such additional amounts (or reduce the amount of such payments), or such withholding taxes would be reduced, and if the making, funding or maintaining of such Commitment or Loans or other Credit Extensions through such other lending office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitment or Loans or other Credit Extensions or the interests of such Lender.  For purposes of this Section 2.12, all references to a Lender shall be deemed to include Issuer.

2.13.Funding Losses.  Borrowers shall jointly and severally indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent or any Lender may ever sustain or incur as a consequence of any prepayment, conversion of or any default by Borrowers in the payment of the principal of or interest on any LIBOR Loan or failure by Borrowers to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Loan after notice thereof has been given, including any interest payable by Agent or any Lender to lenders of funds obtained by any of them in order to make or maintain its LIBOR Loans hereunder.  A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrower Agent shall be conclusive absent manifest error.

2.14.Maximum Interest.  Regardless of any provision contained in any of the Credit Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders pursuant to the terms of this Agreement or any of the other Credit Documents and that are deemed interest under applicable law exceed the highest rate permissible under any applicable law.  No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Credit Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Credit Documents, or the prepayment by Borrowers of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of

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the Maximum Rate and in no event shall Borrowers be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate.  If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Borrower stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal of such Obligations and the balance, if any, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship.  The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do not intend to collect any unearned Interest in the event of any such acceleration.  Each Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.5, and the Maximum Rate, such an unintentional result could inadvertently occur.  All monies paid to Agent or any Lender hereunder or under any of the other Credit Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by applicable law.  By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) such Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate.  For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from Borrowers in connection with any of the Credit Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.  Borrowers, Agent and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof.  The provisions of this Section 2.14 shall be deemed to be incorporated into every Credit Document (whether or not any provision of this Section is referred to therein).  All such Credit Documents and communications relating to any Interest owed by Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.14.

2.15.Loan Administration.

(a)Manner of Borrowing and Funding Revolving Loans.  Borrowings under the Commitments established pursuant to Section 2.1 shall be made and funded as follows:

(b)Funding Notice.

(i)Whenever Borrowers desire to make a borrowing under Section 2.2 (other than a borrowing resulting from a conversion or continuation pursuant to Section 2.5(b)), Borrowers shall give Agent prior written notice (or telephonic notice promptly confirmed in writing) of such borrowing request in the form of a Funding Notice, which shall be signed by an authorized officer of Borrower Agent.  Such Funding Notice shall be given by Borrower Agent no later than 1:00p.m. at the office designated by Agent from time to time (a) on the Business Day of the requested funding date of such borrowing, in the case of Base Rate Loans, and (b) at least three (3) Business Days prior to the requested funding date of such borrowing, in the case of LIBOR Loans.  Notices received after 1:00 p.m. shall be deemed received on the next Business Day. Each Funding Notice (or telephonic notice thereof) shall be irrevocable and shall specify (a) the principal amount of the borrowing, (b) the date of borrowing (which shall be a Business Day), (c) 

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whether the borrowing is to consist of Base Rate Loans or LIBOR Loans, (d) in the case of LIBOR Loans, the duration of the Interest Period to be applicable thereto, and (e) the account of Borrowers to which the proceeds of such borrowing are to be disbursed.

(ii)Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid with respect to any of the Obligations (whether as principal, accrued interest, fees or other charges, including any LC Obligations, Extraordinary Expenses, and any amounts owed to any Lender or any Affiliate of any Lender for Banking Relationship Debt) shall be deemed irrevocably to be a request (without any requirement for the submission of a Funding Notice) for Revolving Loans on the due date of, and in an aggregate amount required to pay, such Obligations, and the proceeds of such Revolving Loans may be disbursed by way of direct payment of the relevant Obligation and shall bear interest as Base Rate Loans.  Neither Agent nor any Lender shall have any obligation to Borrowers to honor any deemed request for a Revolving Loan on or after the Revolving Commitment Termination Date, when an Out-of-Formula Condition exists or would result therefrom, or when any applicable condition precedent set forth in Section 3.2 is not satisfied, but may do so in the discretion of Agent (or at the direction of the Requisite Lenders) and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default and regardless of whether such Revolving Loan is funded after the Revolving Commitment Termination Date.

(iii)If Regions establishes any Controlled Disbursement Account, the presentation for payment by Regions of any check or other item of payment drawn on any such Controlled Disbursement Account at a time when there are insufficient funds in such account to cover such check shall be deemed irrevocably to be a request (without any requirement for the submission of a Funding Notice) for Revolving Loans on the date of such presentation and in an amount equal to the aggregate amount of the items presented for payment, and the proceeds of such Revolving Loans may be disbursed to such Controlled Disbursement Account and shall bear interest as Base Rate Loans.  Neither Agent nor any Lender shall have any obligation to honor any deemed request for a Revolving Loan on or after the Revolving Commitment Termination Date or when an Out-of-Formula Condition exists or would result therefrom or when any condition precedent in Section 3.2 is not satisfied, but may do so in the discretion of Agent (or at the direction of the Requisite Lenders) and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default and regardless of whether such Revolving Loan is funded after the Revolving Commitment Termination Date.

(c)Fundings by Lenders.  Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii) or Section 2.15(d), in which event no Funding Notice need be submitted), each Lender shall timely honor its Revolving Commitment by funding its Pro Rata share of each borrowing of Revolving Loans that is properly requested and that Borrowers are entitled to receive under this Agreement.  Agent shall endeavor to notify Lenders of each Funding Notice (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii)), by 2:00 p.m. on the proposed funding date (in the case of Base Rate Loans) or by 3:00 p.m. at least two (2) Business Days before the proposed funding date (in the case of LIBOR Loans).  Each Lender shall deposit with Agent an amount equal to its Pro Rata share of the borrowing requested or deemed requested by Borrowers at Agent’s designated bank in immediately available funds not later than 3:00 p.m. on the date of funding of such borrowing, unless Agent’s notice to Lenders is received after 2:00 p.m. on the proposed funding date of a Base Rate Loan, in which event Lenders shall deposit with Agent their respective Pro Rata shares of the requested borrowing on or before 1:00 p.m. of the next Business Day.  Subject to its receipt of such amounts from Lenders, Agent shall make the proceeds of the Revolving Loans received by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent’s disbursement instructions

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set forth in the applicable Funding Notice.  Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided to Agent.  Unless Agent shall have been notified in writing by a Lender prior to the proposed time of funding that such Lender does not intend to deposit with Agent an amount equal such Lender’s Pro Rata share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii)), Agent may assume that such Lender has deposited or promptly will deposit its share with Agent and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding date.  If a Lender’s Pro Rata share of such borrowing is not in fact deposited with Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, to Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowers, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds Rate.  If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds.  A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest error.

(d)Swingline and Swingline Loans.

(i)In order to facilitate the administration of the Revolving Loans under this Agreement, Lenders and Agent agree (which agreement shall be solely between Lenders and Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolving Loans may take place on a periodic basis on dates determined from time to time by Agent (each a “Swingline Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 3.2 have been met.  On each Swingline Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Swingline Report delivered by Agent to Lenders with respect to such Swingline Date so that, as of each Swingline Date and after giving effect to the transaction to take place on such Swingline Date, each Lender shall hold its Pro Rata share of all Revolving Loans and participations in LC Obligations.  Agent shall request settlement with the Lenders on a basis not less frequently than once every five (5) Business Days.

(ii)Between Swingline Dates, Agent may request Regions to advance, and Regions may, but shall in no event be obligated to, advance to Borrowers out of Regions’ own funds the entire principal amount of any borrowing of Revolving Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolving Loan funded exclusively by Regions being referred to as a “Swingline Loan”).  Each Swingline Loan shall constitute a Revolving Loan hereunder, shall be an LIR Loan notwithstanding any request or deemed request for a Base Rate Loan, and shall be subject to all of the terms, conditions and security applicable to other Revolving Loans, except that all payments thereon shall be payable to Regions solely for its own account.  The obligation of Borrowers to repay such Swingline Loans to Regions shall be evidenced by the records of Regions and need not be evidenced by any promissory note.  Unless a funding is required by all Lenders pursuant to Section 2.2(b)(ii), Agent shall not request Regions to make any Swingline Loan if (A) Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 3.2 will not be satisfied on the requested funding date for the applicable Borrowing and Agent has made a determination

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(without any liability to any Person) that such condition precedent will not be satisfied or (B) the requested borrowing would exceed the amount of Excess Availability on the funding date or (C) the aggregate amount of all Swingline Loans outstanding would exceed $8,000,000.  Regions shall not be required to determine whether the applicable conditions precedent set forth in Section 3.2 have been satisfied or the requested borrowing would exceed the amount of Excess Availability on the funding date applicable thereto prior to making, in its sole discretion, any Swingline Loan.  On each Swingline Date, or, if earlier, upon demand by Agent for payment thereof, the then outstanding Swingline Loans shall be immediately due and payable.  As provided in Section 2.15(b)(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Funding Notice) Revolving Loans to be made on each Swingline Date in the amount of all outstanding Swingline Loans and to have Agent cause the proceeds of such Revolving Loans to be applied to the repayment of such Swingline Loans and interest accrued thereon.  Agent shall notify the Lenders of the outstanding balance of Revolving Loans prior to 11:00 a.m. on each Swingline Date and each Lender (other than Regions) shall deposit with Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolving Loans deemed requested in immediately available funds not later than 2:00 p.m. on such Swingline Date.  Each Lender’s obligation to make such deposit with Agent shall be absolute and unconditional, without defense, offset, counterclaim or other defense, and without regard to whether any of the conditions precedent set forth in Section 3.2 are satisfied, any Out-of-Formula Condition exists or the Revolving Commitment Termination Date has occurred.  If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Swingline Loan may not be repaid by the funding by Lenders of Revolving Loans, then each Lender (other than Regions) shall be deemed to have purchased a participating interest in any unpaid Swingline Loan in an amount equal to such Lender’s Pro Rata share of such Swingline Loan and shall transfer to Regions, in immediately available funds not later than the second Business Day after Regions’ request therefor, the amount of such Lender’s participation.  The proceeds of Swingline Loans may be used solely for purposes for which Revolving Loans generally may be used in accordance with Section 2.2(c).  If any amounts received by Regions in respect of any Swingline Loans are later required to be returned or repaid by Regions to Borrowers or any other Credit Party or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Regions with notice to Agent, pay to Agent for the account of Regions, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid.  All Swingline Loans shall bear interest as LIR Loans.

(e)Disbursement Authorization.  Each Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Revolving Loan requested by any Borrower, or deemed to be requested pursuant to Section 2.15(b) or Section 2.15(d)(ii), as follows:  (i) the proceeds of each Revolving Loan requested under Section 2.15(b) shall be disbursed by Agent in accordance with the terms of the written disbursement letter from Borrowers in the case of the initial borrowing, and, in the case of each subsequent borrowing, by wire transfer to such bank account as may be agreed upon by Borrowers and Agent from time to time or elsewhere if pursuant to a written direction from any Borrower; and (ii) the proceeds of each Revolving Loan requested under Section 2.15(b) or Section 2.15(d)(ii) shall be disbursed by Agent by way of direct payment of the relevant interest or other Obligation.  Any Loan proceeds received by any Borrower or in payment of any of the Obligations shall be deemed to have been received by all Borrowers.

(f)Telephonic Notices.  Each Borrower authorizes Agent and Lenders to extend, convert or continue Loans, effect selections of Types of Loans and transfer funds to or on behalf of Borrowers based on telephonic notices or instructions from any individual whom Agent or any Lender in good faith believes to be acting on behalf of Borrower Agent or any Borrower.  Borrowers shall confirm each such

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telephonic request for a borrowing or conversion or continuation of Loans by prompt delivery to Agent of the required Funding Notice or Conversion/Continuation Notice, as applicable, duly executed by an authorized officer of Borrower Agent.  If the written confirmation differs in any material respect from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern.  Neither Agent nor any Lender shall have any liability for any loss suffered by any Borrower as a result of Agent’s or any Lender’s acting upon its understanding of telephonic instructions or requests from a person believed in good faith by Agent or any Lender to be a person authorized by a Borrower to give such instructions or to make such requests on Borrowers’ behalf.

2.16.Defaulting Lender.  If any Lender shall, at any time, (a) fail to make any payment to Agent or Regions that is required hereunder or fails otherwise to perform its obligations under any Credit Documents, and such failure is not cured within one (1) Business Day, or (b) is the subject of any bankruptcy or insolvency proceeding (such Lender is referred to herein as a “Defaulting Lender”), Agent may, but shall not be required to, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply such payments to such Defaulting Lender’s defaulted obligations hereunder, at such time, and in such order, as Agent may elect in its sole discretion.  With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make the full payment when due pursuant to the terms hereof shall, upon demand by the other party, pay such amount together with interest on such amount at the Federal Funds Rate.  The failure of any Lender to fund its portion of any Revolving Loan or payment in respect of an LC Obligation shall not relieve any other Lender of its obligation, if any, to fund its portion of the Revolving Loan or payment in respect of an LC Obligation on the date of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan or payment in respect of an LC Obligation to be made by such Lender on the date of any borrowing.  Solely as among the Lenders and solely for purposes of voting or consenting to matters with respect to any of the Credit Documents, Collateral or any Obligations and determining a Defaulting Lender’s share of payments, fees and proceeds of Collateral pending such Defaulting Lender’s cure of its defaults hereunder, a Defaulting Lender shall not be deemed to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0).  The provisions of this Section 2.16 shall be solely for the benefit of Agent and Lenders and may not be enforced by Borrowers.

2.17.Special Provisions Governing LIBOR Loans.

(a)Number of LIBOR Loans.  In no event may the number of LIBOR Loans outstanding at any time to any Lender exceed nine (9).

(b)Minimum Amounts.  Each Borrowing of LIBOR Loans pursuant to Section 2.5, and each continuation of or conversion to LIBOR Loans pursuant to Section 2.5, shall be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of that amount.

(c)LIBOR Lending Office.  Each Lender’s initial LIBOR Lending Office is set forth opposite its name on the signature pages hereof.  Each Lender shall have the right at any time and from time to time to designate a different office of itself or of any Affiliate as such Lender’s LIBOR Lending Office, and to transfer any outstanding LIBOR Loans to such LIBOR Lending Office.  No such designation or transfer shall result in any liability on the part of Borrowers for increased costs or expenses resulting solely from such designation or transfer.  Increased costs for expenses resulting from a change in applicable law occurring subsequent to any such designation or transfer shall be deemed not to result solely from such designation or transfer.

(d)Funding of LIBOR Loans. Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBOR Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBOR Loans;

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provided, however, that such LIBOR Loans shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of Borrowers to repay such LIBOR Loans shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility.  The calculation of all amounts payable to Lender under Sections 2.10 and 2.13 shall be made as if each Lender had actually funded or committed to fund its LIBOR Loan through the purchase of an underlying deposit in an amount equal to the amount of such LIBOR Loan and having a maturity comparable to the relevant Interest Period for such LIBOR Loans; provided, however, each Lender may fund its LIBOR Loans in any manner it deems fit and the foregoing presumption shall be utilized only for the calculation of amounts payable under Sections 2.10 and 2.13.

2.18.Borrower Agent.  Each Borrower hereby irrevocably appoints Euramax, and Euramax agrees to act under this Agreement, as the agent and representative of itself and each other Borrower for all purposes under this Agreement (in such capacity, “Borrower Agent”), including requesting borrowings, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent.  Agent may rely, and shall be fully protected in relying, on any Funding Notice, Conversion/Continuation Notice, disbursement instructions, reports, information, Borrowing Base Certificate or any other notice or communication made or given by Borrower Agent, whether in its own name, on behalf of any Borrower or on behalf of “the Borrowers,” and Agent shall have no obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on such Borrower of any such Funding Notice, Notice of Conversion Continuation, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected, provided that the provisions of this Section 2.18 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by “a Borrower” hereunder.  Agent may maintain a single Loan Account in the name of “Euramax International, Inc.” hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of such Borrower’s liability for the Obligations.

2.19.Loans to Constitute One General Obligation.  The Loans and LC Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Collateral Document) shall be secured by Agent’s Liens upon all of the Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of each Borrower and the holder of a separate claim against each Borrower to the extent of any Obligations owed by Borrowers to Agent or such Lender.

2.20.Payments.

(a)General Payment Provisions.  All payments (including all prepayments) of principal of and interest on the Loans, LC Obligations and other Obligations that are payable to Agent or any Lender shall be made to Agent in Dollars without any offset or counterclaim and free and clear of (and without deduction for) any present or future Taxes (subject to Section 2.25), and, with respect to payments made other than by application of collections to the Collections Account, in immediately available funds not later than 12:00 noon on the due date (and payment made after such time on the due date to be deemed to have been made on the next succeeding Business Day).  All payments received by Agent shall be distributed by Agent in accordance with this Agreement, hereof, subject to the rights of offset that Agent may have as to amounts otherwise to be remitted to a particular Lender by reason of amounts due Agent from such Lender under any of the Credit Documents.

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(b)Repayment of Revolving Loans.

(i)Payment of Principal.  The outstanding principal amounts with respect to the Revolving Loans shall be repaid as follows:

(A)Any portion of the Revolving Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, for the Pro Rata benefit of Lenders (or, in the case of Swingline Loans, for the sole benefit of Regions) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrowers of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Revolving Commitment Termination Date, and (c) in the case of Swingline Loans, the earlier of Regions’ demand for payment or on each Swingline Date with respect to all Swingline Loans outstanding on such date.

(B)Any portion of the Revolving Loans consisting of the principal amount of LIBOR Loans shall be paid by Borrowers to Agent, for the Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in accordance with the terms of this Agreement, immediately upon (a) the last day of the Interest Period applicable thereto and (b) the Revolving Commitment Termination Date.  In no event shall Borrowers be authorized to make a voluntary prepayment with respect to any Revolving Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Agent, for the Pro Rata benefit of Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and Lenders under Section 2.13 as a consequence of such prepayment.  Notwithstanding the foregoing provisions of this Section 2.20(b)(i)(B), if, on any date that Agent receives proceeds of any of the Accounts or Inventory, there are no Revolving Loans outstanding as Base Rate Loans, Agent may either hold such proceeds as cash security for the timely payment of the Obligations or apply such proceeds to any outstanding Revolving Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Revolving Commitment Termination Date).

(C)Notwithstanding anything to the contrary contained elsewhere in this Agreement, if an Out-of-Formula Condition shall exist, Borrowers shall, on the sooner to occur of Agent’s demand or the first Business Day after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolving Loans that are Base Rate Loans in an amount sufficient to reduce the aggregate unpaid principal amount of all Revolving Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Out-of-Formula Condition, then Borrowers shall immediately deposit with Agent, for the Pro Rata benefit of Lenders, for application to any outstanding Revolving Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Revolving Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, and Agent may (a) hold such deposit as cash security pending disbursement of same to Lenders for application to the Obligations, or (b) if a Default or Event of Default exists, immediately apply such proceeds to the payment of the Obligations, including the Revolving Loans outstanding as LIBOR Loans (in which event Borrowers shall also pay to Agent for the Pro Rata benefit of Lenders any amounts required by Section 2.13 to be paid by reason of the prepayment of a LIBOR Loan prior to the last day of the Interest Period applicable thereto).

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(ii)Payment of Interest.  Interest accrued on the Revolving Loans shall be due and payable on (i) the first day of each month (for the immediately preceding month), computed through the last day of the preceding month, with respect to any Revolving Loan that is a Base Rate Loan, an LIR Loan or a LIBOR Loan, and (ii) the last day of the applicable Interest Period also in the case of a LIBOR Loan.  Accrued interest shall also be paid by Borrowers on the Revolving Commitment Termination Date.  With respect to any Base Rate Loan converted into a LIBOR Loan pursuant to Section 2.5(b) on a day when interest would not otherwise have been payable with respect to such Base Rate Loan, accrued interest to the date of such conversion on the amount of such Base Rate Loan so converted shall be paid on the conversion date.

(iii)Mandatory Prepayments.  In addition to Borrowers’ obligation to pay the entire amount of the Obligations upon the Revolving Commitment Termination Date, Borrowers shall also be jointly and severally required to prepay the Obligations as follows:

(A)Borrowers shall prepay the Obligations (I) in the amount of the Net Asset Sale Proceeds from Asset Sales of ABL Priority Collateral (other than the collection of Accounts and the sale or lease of Inventory in the Ordinary Course of Business) and (II) in the amount of all cash proceeds from the collection of Accounts or the sale or lease of Inventory in the Ordinary Course of Business.  In addition, Borrowers shall prepay the Obligations in the amount of the Net Asset Sale Proceeds from Asset Sales of Notes Priority Collateral to the extent (x) such Net Asset Sale Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Intercreditor Agreement, as the case may be, and (y) such prepayment is otherwise permitted by the Senior Secured Notes Indenture and the Intercreditor Agreement;

(B)Borrowers shall prepay the Obligations from (I) the Net Insurance/Condemnation Proceeds received by Agent or any Credit Party, as applicable paid in respect of any ABL Priority Collateral and (II) all Net Insurance/Condemnation Proceeds to the extent (x) such Net Insurance/Condemnation Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Senior Secured Notes Indenture and the Intercreditor Agreement, as the case may be, and (y) such prepayment is otherwise permitted by the Senior Secured Notes Indenture and the Intercreditor Agreement; and

(C)On the date of receipt by any Credit Party of any Cash proceeds from the incurrence of any Indebtedness of any Credit Party (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1, including, without limitation, the Senior Secured Notes, the $125,000,000 Unsecured Debt, the Second Lien Obligations, or the Subordinated Lien Obligations, if any), Borrowers shall prepay the Loans in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses that are not otherwise required to be applied to the Senior Secured Notes pursuant to the Senior Secured Notes Indenture and the $125,000,000 Unsecured Debt pursuant to the $125,000,000 Unsecured Debt Credit Agreement, as such agreements are in effect on the date hereof.

(iv)Payment of Other Obligations.  The balance of the Obligations requiring the payment of money, including LC Obligations and Extraordinary Expenses, shall be repaid by Borrowers to Agent for allocation among Agent and Lenders as provided in the Credit Documents, or, if no date of payment is otherwise specified in the Credit Documents, on demand.

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(v)Application of Prepayments.

(A)Except as otherwise provided in Section 2.22, each mandatory prepayment pursuant to Section 2.20(b)(iii) shall be remitted by Borrowers to Agent for application, unless otherwise directed or agreed in writing by Agent (acting at the direction of the Requisite Lenders), to repay the principal balance of Revolver Loans outstanding.

(B)All distributions of prepayments by Agent to Lenders shall be on a Pro Rata basis.  Each Lender shall apply the portion of a prepayment that is to be applied to principal installments first to outstanding Base Rate Loans and then to any outstanding LIBOR Loans with the shortest Interest Periods remaining; but if application to any LIBOR Loans would cause the same to be paid prior to the end of an applicable Interest Period, then, by prior written notice to Agent, Borrowers may elect as to such LIBOR Loan to deliver cash to Agent in the amount of the required prepayment, to be held by Agent as Cash Collateral until the end of the applicable Interest Period, at which time Agent shall disburse such Cash Collateral to the affected Lenders for application to such LIBOR Loans.

2.21.Payments Set Aside.  If Borrowers make a payment to Agent or Lenders or if Agent or any Lender receives proceeds of any Collateral or exercises its right of setoff, and such payment or proceeds of Collateral or setoff (or any part thereof) are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person, then to the extent of any loss by Agent or Lenders, the Obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment or proceeds had not been made or received and any such enforcement or setoff had not occurred.  The provisions of the immediately preceding sentence of this Section 2.21 shall survive any termination of the Commitments and Full Payment of the Obligations.

2.22.Allocation of Payments.

(a)Allocation.  At any time that an Event of Default exists or Agent receives a payment or Collateral proceeds in an amount that is insufficient to pay all amounts then due and payable to Agent and Lenders, all monies to be applied to the Obligations, whether such monies represent voluntary or mandatory payments or prepayments by one or more Credit Parties or are received pursuant to demand for payment or realized from any disposition of Collateral and irrespective of any designation by Borrowers of the Obligations that are intended to be satisfied, shall be allocated among Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein):  (i) first, to Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all such Obligations; (ii) second, to Agent to pay principal and accrued interest on any portion of the Revolver Loans (including any Protective Advances) which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrowers, until Full Payment of all such Obligations; (iii) third, to Regions to pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Swingline Loans, until Full Payment of all such Obligations; (iv) fourth, to the extent that Issuer has not received from any Participating Lender a payment as required by Section 2.3, to Issuer to pay all such required payments from each Participating Lender, until Full Payment of all such Obligations; (v) fifth, to Agent to pay any claims that have not been paid pursuant to any indemnity of Agent Indemnitees by any Credit Party, or to pay amounts owing by Lenders to Agent Indemnitees

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pursuant to Section 9.6, in each case together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans, until Full Payment of all such Obligations; (vi) sixth, to Agent to pay any fees due and payable to Agent, until Full Payment of all such Obligations; (vii) seventh, to each Lender, ratably, for any claims such Lender has paid to Agent Indemnitees pursuant to its indemnity of Agent Indemnitees and any Extraordinary Expenses such Lender has reimbursed to Agent or such Lender has incurred, to the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to Issuer to pay principal and interest with respect to LC Obligations (or to the extent any of the LC Obligations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to Cash Collateralize the LC Obligations or provide a back-up letter of credit acceptable to Agent in all respects and from a financial institution acceptable to Agent in all respects), which payment shall be shared with the Participating Lenders in accordance with Section 2.3(b); (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and Specified Secured Hedging Obligations; (x) tenth, to Lenders in payment of other Obligations (excluding Banking Relationship Debt, Specified Secured Hedging Obligations and Non-Specified Secured Hedging Obligations) then outstanding, in such order of application as shall be designated by Agent (acting at the direction or with the consent of the Requisite Lenders); (xi) eleventh, to Agent and Lenders and any Affiliates of Agent and Lenders in payment of any Banking Relationship Debt (other than Specified Secured Hedging Obligations and Non-Specified Secured Hedging Obligations) owed to such Person and secured by the Collateral hereunder; and (xii) twelfth, to Agent and Lenders and any Affiliates of Agent and Lenders in payment of any Non-Specified Secured Hedging Obligations.  The allocations set forth in this Section 2.22 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of any Borrower or any other Person.

(b)Erroneous Allocation.  Agent shall not be liable for any allocation or distribution of payments made by it in good faith and, if any such allocation or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to which payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which such other Lenders are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).

2.23.Application of Payments and Collateral Proceeds.  All payment items received by Agent by 12:00 noon, on any Business Day shall be deemed received on that Business Day.  All payment items received by Agent after 12:00 noon, on any Business Day shall be deemed received on the following Business Day.  Each Borrower irrevocably waives the right to direct the application of any and all payments and Collateral proceeds at any time or times hereafter received by Agent or any Lender from or on behalf of Borrowers, and each Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and Collateral proceeds received at any time or times hereafter by Agent or its agent against the Obligations (including by application of collections received to the Collections Account to pay down the Obligations), in such manner as Agent may deem advisable, notwithstanding any entry by Agent upon any of its books and records; provided, however, that any payments or proceeds of Collateral received by Agent on any date that an Event of Default does not exist shall be applied in accordance with any provisions of this Agreement that govern the application of such payment or proceeds.  If, as the result of Agent’s collection of proceeds of Accounts and other Collateral as authorized by Section 2.22, a credit balance exists and no Loans or other Obligations are outstanding, such credit balance shall not accrue interest in favor of Borrowers, but shall be available to Borrowers at any time or times for so long as no Default or Event of Default exists.  Agent may apply such credit balance against any of the Obligations upon and after the occurrence of an Event of Default in the manner specified in Section 2.22.

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2.24.Loan Accounts; the Register; Account Stated.

(a)Loan Accounts.  Each Lender shall maintain in accordance with its usual and customary practices an account or accounts (a “Loan Account”) evidencing the Obligations of Borrowers to such Lender resulting from each Loan or other Credit Extension owing to such Lender from time to time, including the amount of principal and interest payable to such Lender from time to time hereunder and under each Note payable to such Lender.  Any failure of a Lender to record in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers hereunder (or under any Note) to pay any amount owing hereunder to such Lender.

(b)The Register.  Agent shall maintain a register (the “Register”), which shall include a master account and a subsidiary account for each Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each borrowing made hereunder, the Type of each Loan comprising such borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder or under the Notes, and (iv) the amount of any sum received by Agent from Borrowers or any other Obligor and each Lender’s Pro Rata share thereof.  The Register shall be available for inspection by Borrowers or any Lender at the offices of Agent at any reasonable time and from time to time upon reasonable prior notice.  Any failure of Agent to record in the Register, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers hereunder (or under any Note) to pay any amount owing with respect to the Loans or provide the basis for any claim against Agent. Borrowers hereby designate Regions to serve as Borrowers’ agent solely for purposes of maintaining the Register as provided in this Section 2.24.

(c)Entries Binding.  The entries made in the Register and each Loan Account shall constitute rebuttably presumptive evidence of the information contained therein; provided, however, that if a copy of information contained in the Register or any Loan Account is provided to any Person, or any Person inspects the Register or any Loan Account, at any time or from time to time, then the information contained in the Register or the Loan Account, as applicable, shall be conclusive and binding on such Person for all purposes absent manifest error, unless such Person notifies Agent in writing within thirty (30) days after such Person’s receipt of such copy or such Person’s inspection of the Register or Loan Account of its intention to dispute the information contained therein.

2.25.Gross Up for Taxes.  If Borrowers or any other Person (including Agent) shall be required by applicable law to withhold or deduct any Taxes from or in respect of any sum payable under this Agreement or any of the other Credit Documents, (a) other than (i) with respect to Taxes on the net income, (ii) Taxes imposed as a result of any connection between a Lender or Agent and the jurisdiction imposing such Taxes (other than any connection arising solely from the rights and obligations as a Lender, or the activities of a Lender, pursuant to or in connection with this Agreement or the other Credit Documents), and (iii) Taxes imposed as a result of the failure to comply with FATCA, the sum payable to Agent or such Lender shall be increased by Borrowers as may be necessary so that, after making all required withholding or deductions, Agent or such Lender (as the case may be) receives an amount equal to the sum it would have received had no such withholding or deductions been made; provided, that Agent and such Lender comply with requirements of Section 2.26, (b) Borrowers shall make such withholding or deductions (including withholding or deductions required to be made by Agent on payments to a Lender), and (c) Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.  For purposes of this Section 2.25 and Section 2.26, all references to a Lender shall be deemed to include Issuer.

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2.26.Withholding Tax Exemption.

(a)At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Foreign Lender, such Foreign Lender agrees that it will deliver to Borrowers and Agent two (2) duly completed and executed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (and/or any subsequent replacement substitute or form therefor), and/or any other document reasonably requested by Borrowers or Agent, certifying in either case that such Lender is entitled to receive payment under this Agreement and such Lender’s Note without deduction or withholding of any United States federal withholding taxes.  Agent and each Lender that is not a Foreign Lender shall deliver to Borrowers and Agent on or prior to the first date on which interest or fees are payable hereunder for the account of such Person two (2) duly completed and executed copies of United States Internal Revenue Service Form W-9 unless such Person is an “exempt recipient” (as defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations). Agent and each Lender that so delivers a Form W-9, W-8BEN or W-8ECI (or any other document reasonably requested by Borrowers or Agent) further undertakes to deliver to Borrowers and Agent two (2) additional copies of such form (or a successor form) and/or documentation on or before the date that such form and/or documentation expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form and/or documentation so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by Borrowers or Agent, in each case, certifying that such Person is entitled to receive payments under this Agreement and its Notes without deduction or withholding of any United States federal withholding taxes, unless any change in treaty, law or regulation has occurred after the date such Person became a party to this Agreement but prior to the date on which any such delivery would otherwise be required that renders all such forms and/or documentation inapplicable or that would prevent such Person from duly completing and delivering any such form and/or documentation with respect to it and such Person advises Borrowers and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal withholding taxes.

(b)In addition, upon request, Agent and each Lender shall deliver to Agent and Borrowers such other tax forms and/or other documents as shall be prescribed by applicable law to demonstrate, where applicable, that payments under this Agreement and such Lender’s Note to Agent and such Lender are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA.

2.27.Nature and Extent of Each Borrower’s Liability.

(a)Joint and Several Liability.  Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other Borrowers of, all of the Loans and other Obligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans or other extensions of credit on its books and records, it being acknowledged and agreed that Loans to any Borrower inure to the mutual benefit of all Borrowers and that Agent and Lenders are relying on the joint and several liability of Borrowers in extending the Loans and other financial accommodations hereunder.  Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall forthwith pay the same, without notice or demand.

(b)Unconditional Nature of Liability.  Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any

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Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent’s release of any Collateral or of its Liens upon any Collateral, (v) Agent’s or Lenders’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Credit Documents or any waiver of a Default or Event of Default (unless such amendment, modification or waiver specifically amends, modifies or waives such liability), (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, or any decrease in the same, (x) the disallowance of all or any portion of Agent’s or any Lender’s claims against any other Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower.  After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Obligor against any or all Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Obligor or against any Collateral or other security for the payment or performance of any the Obligations, and each Borrower waives any provision under applicable law that might otherwise require Agent to pursue or exhaust its remedies against any Collateral or Obligor before pursuing another Obligor.  Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Obligor or against or in payment of any or all of the Obligations.

(c)No Reduction in Liability for Obligations.  No payment or payments made by an Obligor or received or collected by Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of whom shall remain jointly and severally liable for the payment and performance of all remaining Loans and other Obligations until Full Payment of the Obligations and termination of this Agreement.

(d)Contribution.  Each Borrower is unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement.  If, as of any date, the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower’s Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in its business (such excess amount being referred to as an “Accommodation Payment”), then each of the other Borrowers (each such Borrower being referred to as a “Contributing Borrower”) shall be obligated to make contribution to such Borrower (the “Paying Borrower”) in an amount equal to (A) the product derived by multiplying the sum of each Accommodation Payment of each Borrower by the Allocable Percentage of the Borrower from whom contribution is sought less (B) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any amounts theretofore paid by such Contributing Borrower by way of contribution hereunder, and to be decreased by any amounts theretofore received by such Contributing Borrower by way of contribution hereunder); provided, however, that a Paying Borrower’s recovery of contribution hereunder from the other Borrowers shall be limited to that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Borrowers.  As used herein, the term “Allocable Percentage” shall mean, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of

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which shall be one (1); provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%.

(e)Subordination.  Each Borrower hereby subordinates any claims, including any right of payment, subrogation, contribution and indemnity, that it may have from or against any other Obligor, and any successor or assign of any other Obligor, including any trustee, receiver or debtor in possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the Full Payment of all of the Obligations.

2.28.Term and Termination of Commitments

(a)Term of Commitments.  Subject to each Lender’s right to cease making Loans and other extensions of credit to Borrowers when any Default or Event of Default exists or upon termination of the Commitments as provided in Section 2.28(b) below, the Commitments shall be in effect for a period (the “Term”) from the date hereof, through the close of business on September 18, 2015, unless sooner terminated as provided in Section 2.28(b) below.

(b)Termination.

(i)Termination by Agent.  Agent may (and upon the direction of the Requisite Lenders, shall) terminate the Commitments without notice at any time that an Event of Default exists; provided, however, that the Commitments shall automatically terminate as provided in Section 8.1.

(ii)Termination by Borrowers.  Upon at least thirty (30) days prior written notice to Agent, Borrowers may, at their option, terminate the Commitments; provided, however, no such termination by Borrowers shall be effective until Full Payment of the Obligations.  Any notice of termination given by Borrowers shall be irrevocable unless Agent otherwise agrees in writing.  Borrowers may elect to terminate the Commitments in their entirety only, provided, that Borrowers may reduce the Revolving Commitments in accordance with Section 2.2(e) hereof.  No section of this Agreement, Type of Loan available hereunder or Commitment may be terminated by Borrowers singly; provided, that Borrowers may reduce the Revolving Commitments in accordance with Section 2.2(e) hereof.

(iii)Effect of Termination.  On the effective date of termination of the Commitments by Agent or by Borrowers, all of the Obligations shall be immediately due and payable and Lenders shall have no obligation to make any Loans, Issuer shall have no obligation to issue any Letters of Credit and Lenders may terminate any Bank Products (including any services or products under Cash Management Agreements).  All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Credit Documents shall survive any such termination and Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Credit Documents notwithstanding such termination until Full Payment of the Obligations.  Notwithstanding the Full Payment of the Obligations, Agent shall not be required to terminate its Liens in any of the Collateral unless, with respect to any loss or damage Agent may incur as a result of the dishonor or return of any payment items applied to the Obligations, Agent shall have received either (i) a written agreement, executed by Borrowers and any Person deemed financially responsible by Agent whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying Agent and Lenders from any such loss or

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damage; or (ii) such monetary reserves and Liens on the Collateral for such period of time as Agent, in its reasonable discretion, may deem necessary to protect Agent from any such loss or damage.  The provisions of Sections 2.7, 2.10, 2.11, 2.13, 2.22, 2.26 and this Section 2.28 and all obligations of Borrowers to indemnify Agent or any Lender pursuant to this Agreement or any of the other Credit Documents, shall in all events survive any termination of the Commitments and Full Payment of the Obligations.

(iv)Prepayments Do Not Constitute Termination.  For the avoidance of doubt, no Commitment shall be terminated other than as provided in this Section 2.28 or Section 8.1 and no prepayment made under Section 2.20 shall result in the automatic reduction of the Commitments.

SECTION 3.CONDITIONS PRECEDENT

3.1.Closing Date.  The obligation of any Lender or Issuer to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions on or before the Closing Date:

(a)Credit Documents. Agent and Lead Arranger shall have received sufficient copies of each Credit Document originally executed and delivered by each applicable Credit Party for each Lender, and this Agreement shall have been executed and delivered by each Lender, the Issuer, Agent and each Credit Party.

(b)Organizational Documents; Incumbency. Agent shall have received (i) one copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the Transactions and the execution, delivery and performance of this Agreement and the other Credit Documents, the Senior Secured Notes Documents, and the $125,000,000 Unsecured Debt Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Agent may reasonably request.

(c)Organizational and Capital Structure.  The organizational structure and capital structure of Holdings and its Subsidiaries, both before and after giving effect to the Transactions, shall be as set forth on Schedule 4.2, which organizational structure and capital structure are reasonably satisfactory to Agent.

(d)Senior Secured Notes Documents; $125,000,000 Unsecured Debt Documents; Intercreditor Agreement.   On or before the Closing Date;

(i)Borrowers shall have delivered to Agent complete, correct and conformed copies of the Senior Secured Notes Documents and any and all other documents executed in connection therewith, in form and substance satisfactory to Agent, and such Senior Secured Notes Documents shall be in full force and effect (and without modification or waiver in the terms thereof in any material respect);

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(ii)Borrowers shall have delivered to Agent complete, correct and conformed copies of the $125,000,000 Unsecured Debt Documents and any and all other documents executed in connection therewith, in form and substance satisfactory to Agent, and such $125,000,000 Unsecured Debt Documents shall be in full force and effect (and without modification or waiver in the terms thereof in any material respect);

(iii)There shall not exist, after giving effect to the Transactions, any Default or Event of Default under and, in each case, as defined in the Senior Secured Notes Indenture and the $125,000,000 Unsecured Debt Agreement; and

(iv)Agent shall have received the duly executed Intercreditor Agreement, in form and substance satisfactory to Agent.

(e)Borrowing Base Certificate; Excess Availability.  Agent shall have received from Borrowers a Borrowing Base Certificate for Borrowers as of January 31, 2011, demonstrating that after giving effect to the initial extensions of credit hereunder on the Closing Date, and the consummation of the Transactions, Borrowers shall have Excess Availability of not less than $10,000,000.

(f)Consummation of the Transactions. Agent shall have received evidence that the Transactions shall have been consummated, including evidence in form and substance satisfactory to it that all Existing Indebtedness shall have been paid and satisfied in full pursuant to pay-off or similar letters in form and substance satisfactory to the Lenders, and all Liens securing such Existing Indebtedness shall have been released and terminated of record.

(g)Sources and Uses.  Borrowers shall have delivered to Agent a sources and uses statement in form and substance satisfactory to Lenders, that includes, without limitation, payments to be made in respect of the Transaction Costs and to satisfy all Existing Indebtedness.

(h)Governmental Authorizations and Consents.  Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the Transactions and the other transactions contemplated by the Credit Documents, the Senior Secured Notes Documents, the $125,000,000 Unsecured Debt Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Agent.  All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Transactions or the other transactions contemplated by the Credit Documents, the Senior Secured Notes Documents, the $125,000,000 Unsecured Debt Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

(i)Control Agreements.  Agent shall have received the duly executed amended and restated Control Agreements for the collection or servicing of the Accounts with respect to the lockbox and each Dominion Account, in each case with financial institutions reasonably acceptable to Agent.

(j)Personal Property Collateral. Agent shall have received:

(i)evidence satisfactory to Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute (other than UCC financing statements which shall be authorized to be filed) and deliver UCC financing statements, originals of

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securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);

(ii)(A) the results of a recent search, by a Person satisfactory to Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal property of any Credit Party in the jurisdictions specified in the schedules to the Pledge and Security Agreement, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens);

(iii)opinions of New York, Delaware and Pennsylvania counsel to Credit Parties (which counsel shall be reasonably satisfactory to Agent) with respect to the creation and perfection of the security interests in favor of Agent in such Collateral and such other matters as Agent may reasonably request, in each case in form and substance reasonably satisfactory to Agent;

(iv)evidence that the Agent (on behalf of the Lenders) shall have a valid and perfected Lien in the Collateral having first priority with respect to all ABL Priority Collateral, and otherwise subject to priorities set forth in the Intercreditor Agreement;

(v)evidence that each Credit Party shall have paid all fees, costs and expenses incurred in connection with the foregoing and taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Agent; and

(vi)all Third Party Agreements as Agent may require or appropriate rent reserves shall have been established by Agent.

(k)Reserved.

(l)Financial Statements; Projections.  Lenders shall have received from Credit Parties (i) the Historical Financial Statements, and (ii) the Projections.

(m)Reserved.

(n)Reserved.(o)

(p)Evidence of Insurance. Agent shall have received a certificate from each Credit Party’s insurance broker or other evidence reasonably satisfactory to Agent that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming Agent, for the benefit of Lenders, as additional insured and lender’s loss payee thereunder to the extent required under Section 5.5.

(q)Opinions of Counsel to Credit Parties.  Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Fried, Frank, Harris, Shriver & Jacobson LLP, special New York counsel for Credit Parties, and (ii) Dilworth Paxson LLP, special Pennsylvania counsel for Credit Parties, in form and substance satisfactory to Agent, each dated as

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of the Closing Date and otherwise in form and substance reasonably satisfactory to Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agent and Lenders).

(r)Fees.  Borrowers shall have paid to Agent the fees payable on the Closing Date referred to in Section 2.6.

(s)Closing Date Certificate.  Credit Parties shall have delivered to Agent an originally executed Closing Date Certificate, together with all attachments thereto.

(t)No Litigation.  There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Agent, singly or in the aggregate, materially impairs the Transactions, the financing thereof or any of the other transactions contemplated by the Credit Documents, the Senior Secured Notes Documents or the $125,000,000 Unsecured Debt Documents, or that could have a Material Adverse Effect.

(u)Completion of Proceedings.  All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Agent and its counsel shall be reasonably satisfactory in form and substance to Agent and such counsel, and Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Agent may reasonably request.

(v)Initial Disbursement Request.  Agent shall have received from Borrower Agent a Funding Notice dated as of the date of this Agreement.

(w)Weighted Average Coupon.  Agent shall have received evidence that the weighted average coupon on the Senior Secured Notes and the $125,000,000 Unsecured Debt on the date of issuance shall be equal to or less than twelve percent (12%).

Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document (including each Funding Notice delivered in respect of any Credit Extension on the Closing Date) and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

3.2.Conditions to Each Credit Extension.

(a)Conditions Precedent.  The obligation of each Lender to make any Loan, or Issuer to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent:

(i)Agent shall have received a fully executed and delivered Funding Notice or LC Request, as the case may be;

(ii)after making the Credit Extensions requested on such Credit Date, the Working Capital Obligations shall not exceed the lesser of (A) the Borrowing Base or (B) the Revolving Commitments;

(iii)as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects or, with respect to any of the representations and warranties that are subject to a Material Adverse Effect

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qualification, in all respects, on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects or in all respects, as applicable, on and as of such earlier date;

(iv)as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default;

(v)on or before the date of issuance of any Letter of Credit, Issuer shall have received all other information required by the applicable LC Request, and such other documents or information as Issuer may reasonably require in connection with the issuance of such Letter of Credit;

Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lender such request is warranted under the circumstances.

(b)Notices.  Any Notice shall be executed by an Authorized Officer in a writing delivered to Agent.  In lieu of delivering a Notice, Borrowers may give Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Agent on or before the applicable date of borrowing, continuation/conversion or issuance.  Neither Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrowers or for otherwise acting in good faith.

SECTION 4.REPRESENTATIONS AND WARRANTIES

In order to induce Agent, Lenders and Issuer to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to Agent, each Lender and Issuer, on the Closing Date and on each Credit Date, that the following statements are true and correct in all material respects or, with respect to any of the following statements that are subject to a Material Adverse Effect qualification, in all respects (except to the extent such representations specifically relate to an earlier date in which case such representations and warranties shall have been true and correct in all material respects or in all respects, as applicable, on and as of such earlier date):

4.1.Organization; Requisite Power and Authority; Qualification.  Each Credit Party and its Subsidiaries (a) is duly organized, validly existing and (to the extent such concept is relevant) in good standing under the laws of its jurisdiction of organization or incorporation as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or (to the extent such concept is relevant) in good standing has not had, and could not reasonably be expected to have, a Material Adverse Effect.

4.2.Capital Stock and Ownership.  The Capital Stock of each Credit Party and its Subsidiaries has been duly authorized and validly issued and is fully paid and non assessable.  Except as

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set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings, any Credit Party or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings, any Credit Party or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings, any Credit Party or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings, any Credit Party or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings, any Credit Party or any of its Subsidiaries.  Schedule 4.2 correctly sets forth (a) the ownership interest and voting percentage of each owner of the Capital Stock of Holdings and each Credit Party as of the Closing Date both before and after giving effect to the Transactions and (b) the capital structure of Holdings and its Subsidiaries after giving effect to the Permitted Restructuring.

4.3.Due Authorization.  The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

4.4.No Conflict.  The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the Transactions contemplated by the Credit Documents do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to any Credit Party or any of its Subsidiaries, any of the Organizational Documents of any Credit Party or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government in any jurisdiction binding on any Credit Party or any of its Subsidiaries except to the extent such violation could not be reasonably expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Credit Party or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Credit Party or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Agent on behalf of Secured Parties and Liens securing the Senior Secured Notes under the Senior Secured Notes Indenture pursuant to Section 6.2(q) or other Permitted Liens) secured by property with a value in excess of $1,000,000; or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of any Credit Party or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders and except for any such approvals or consents the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

4.5.Governmental Consents.  The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents, the Senior Secured Notes Documents, the $125,000,000 Unsecured Debt Documents and the Transactions do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except as contemplated in Section 3.1 or as otherwise expressly set forth in the Senior Secured Notes Documents and the $125,000,000 Unsecured Debt Documents, and except for (i) filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent and to the agents under the Senior Secured Notes Indenture, for filing and/or recordation, as of the Closing Date (including, without limitation, filings necessary to release existing Liens and/or to perfect the Liens granted to Agent) or (iii) those expressly set forth on Schedule 4.5 and any other immaterial registration, consents, approvals, notices or other actions.

4.6.Binding Obligation.  Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be

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limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7.Historical Financial Statements.  The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year end adjustments.  As of the Closing Date, neither Euramax nor any of its Subsidiaries has any contingent liability or liability for taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) of Euramax and any of its Subsidiaries taken as a whole. Except as set forth on Schedule 4.7, the Historical Financial Statements shall be unqualified as to going concern and scope of audit.

4.8.Projections.  On and as of the Closing Date, the Projections of Euramax and its Subsidiaries, and of the Consolidated Borrowers, for the period Fiscal Year 2011 through and including Fiscal Year 2014 (the “Projections”) are based on good faith estimates and assumptions made by the management of Euramax; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material; provided further, as of the Closing Date, management of Euramax believed that the Projections were reasonable and attainable.

4.9.No Material Adverse Change.  Since December 31, 2010, except as set forth on Schedule 4.9 event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10.Adverse Proceedings, etc.  There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.   No Credit Party nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.11.Payment of Taxes.  Except as otherwise permitted under Section 5.3, all federal and other material tax returns and reports of each Credit Party and its Subsidiaries required to be filed by any of them have been timely filed, the contents of such returns and reports have been accurate in all material respects, and all material taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges in all applicable jurisdictions upon each Credit Party and its Subsidiaries and upon their respective material properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable.  No Credit Party knows of any proposed tax assessment against any Credit Party or any of its Subsidiaries other than any such assessment that is being Properly Contested.

4.12.Properties.  Each Credit Party and its Subsidiaries has (i) good, sufficient and legal title to and valid leasehold interests in (in the case of leasehold interests in real or personal property), and good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial

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statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the Ordinary Course of Business or as otherwise permitted under Section 6.9.  Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

4.13.Environmental Matters.  Except as set forth in Schedule 4.13, and except to the extent, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(i)Each Credit Party and each of its Subsidiaries is in compliance with all applicable Environmental Laws, including any Governmental Authorizations issued pursuant thereto;

(ii)Each Credit Party and each of its Subsidiaries have obtained, and are in compliance with, all Governmental Authorizations required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted and all such Governmental Authorizations are in good standing;

(iii)Each Facility is free of contamination from any Hazardous Material giving rise to material liability under any Environmental Law except for such contamination that could not reasonably be expected to adversely impact the value or marketability of such Facility;

(iv)No Credit Party nor any of its Subsidiaries nor any of their respective Facilities or operations are subject either to (a) any Environmental Claim or (b) any outstanding written order, consent decree, settlement agreement, indemnity agreement or contract with any Governmental Authority or any other Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity;

(v)No Credit Party nor any of its Subsidiaries has received or been subject to any Environmental Claim identifying any of them as a “potentially responsible party” or any letter or request for information under Section 104(e) of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601, et seq.) or any comparable Environmental Law, other than such Environmental Claims, letters or requests for which no liability or obligation remains outstanding;

(vi)To Credit Parties’ and their Subsidiaries’ knowledge, there are and have been no conditions, occurrences, or Hazardous Materials Activities that could reasonably be expected to form the basis of an Environmental Claim against any Credit Party or any of its Subsidiaries or could require Remedial Action at any Facility or by any Credit Party or any of its Subsidiaries at any other location pursuant to Environmental Law; and

(vii)No Credit Party nor any of its Subsidiaries nor, to any Credit Party’s and its Subsidiaries’ knowledge, any predecessor of any Credit Party or its Subsidiaries, has been issued or been required to obtain a Governmental Authorization for the treatment, storage or disposal of hazardous waste for any of its Facilities pursuant to the federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et. seq. (“RCRA”), or any comparable Environmental Law, nor are any such Facilities regulated as “interim status” facilities required to undergo corrective action pursuant to RCRA or any comparable Environmental Law.

4.14.No Defaults.  No Credit Party nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or

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both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.15.Material Contracts.  Schedule 4.15 contains a true, correct and complete list of all the Material Contracts in effect on the Closing Date, and except as described thereon, all such Material Contracts are in full force and effect on the Closing Date and no defaults exist thereunder on the Closing Date.

4.16.Governmental Regulation.  No Credit Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal, state or foreign statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.  No Credit Party nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.17.Margin Stock.  No Credit Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.  No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors.

4.18.Employee Matters.  No Credit Party nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect.  There is (a) no unfair labor practice complaint pending against any Credit Party or any of its Subsidiaries, or to the best knowledge of any Credit Party and the Borrowers, threatened against any of them before the National Labor Relations Board (or any foreign equivalent thereof) and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against any Credit Party or any of its Subsidiaries or to the best knowledge of any Credit Party and the Borrowers, threatened against any of them, (b) no strike or work stoppage in existence or threatened involving any Credit Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, and (c) to the best knowledge of any Credit Party and the Borrowers, no union representation question existing with respect to the employees of any Credit Party or any of its Subsidiaries and, to the best knowledge of any Credit Party and the Borrowers, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

4.19.Employee Benefit Plans.

Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) each Credit Party, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (ii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (iii) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be

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incurred by each Credit Party, any of its Subsidiaries or any of their ERISA Affiliates, (iv) no ERISA Event has occurred or is reasonably expected to occur, and (v) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Credit Party, none of its Subsidiaries and none of their ERISA Affiliates sponsor, maintain or contribute to or have sponsored, maintained or contributed to any “employee benefit plan” as defined in Section 3(3) of ERISA which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates.  The present value of the aggregate benefit liabilities under each Employee Benefit Plan sponsored, maintained or contributed to by any Credit Party, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Employee Benefit Plan), did not exceed the aggregate current value of the assets of such Employee Benefit Plan by more than an amount which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of any Credit Party, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal (within the meaning of Section 4203 of ERISA) from such Multiemployer Plan, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 101(l) of ERISA is not more than an amount which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.   Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Credit Party, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

4.20.Certain Fees.  No broker’s or finder’s fee or commission will be payable with respect hereto or any of the transactions contemplated hereby.

4.21.Solvency.  Giving effect to the consummation of the Transactions, Holdings and its Subsidiaries, taken as a whole, are and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation and warranty is made, will be, Solvent.

4.22.Transactions.

(a)Delivery.  Credit Parties have delivered to Agent complete and correct copies of (i) (A) each Senior Secured Notes Document and of all exhibits and schedules thereto as of the date hereof and (B) any material amendment, restatement, supplement or other modification to or waiver of each Senior Secured Notes Document entered into after the date hereof, and (ii) (A) each $125,000,000 Unsecured Debt Document and of all exhibits and schedules thereto as of the date hereof and (B) any material amendment, restatement, supplement or other modification to or waiver of each $125,000,000 Unsecured Debt Document entered into after the date hereof.

(b)Representations and Warranties.  Except to the extent otherwise expressly set forth herein or in the schedules hereto, and subject to the qualifications set forth therein, each of the representations and warranties given by any Credit Party in any Senior Secured Notes Document or any $125,000,000 Unsecured Debt Document is true and correct in all material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically relates).

(c)Governmental Approvals.  All Governmental Authorizations and all other authorizations, approvals and consents of any other Person required by the Senior Secured Notes Documents or the $125,000,000 Unsecured Debt Documents or to consummate the Transactions have been obtained and are in full force and effect.

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(d)Conditions Precedent.  On the Closing Date, (i) all of the conditions to effecting or consummating the Transactions and the Senior Secured Notes Documents, the $125,000,000 Unsecured Debt Documents or otherwise have been duly satisfied or waived in accordance with their terms, and (ii) the Transactions have been consummated substantially in accordance with the Senior Secured Notes Documents and the $125,000,000 Unsecured Debt Documents, and all applicable laws.

4.23.Compliance with Statutes, etc.  Each Credit Party and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any Governmental Authorizations issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of any Credit Party or any of its Subsidiaries), except such non compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.24.Disclosure.  No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written statements furnished to Lenders by or on behalf of Euramax or any of its Subsidiaries for use in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact (known to any Credit Party, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made.  Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Credit Parties to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

4.25.PATRIOT Act.  Each Credit Party is in compliance with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the Untied States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) USA PATRIOT Act.  No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.   None of Borrowers, their Subsidiaries, nor their Affiliates nor any Guarantor (a) is a Sanctioned Person or (b) does business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC.  Borrowers will not use the proceeds of any extension of credit hereunder to fund any operation in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Country.

SECTION 5.AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that so long as any Commitment is in effect and until Full Payment of all Obligations and cancellation or expiration of all Letters of Credit, each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

5.1.Financial Statements and Other Reports.  Each Credit Party will deliver to Agent and Lenders:

(a)Monthly Reports.  As soon as available, and in any event within forty-five (45)

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days after the end of each of the first two months of each Fiscal Quarter and of the last month of each Fiscal Year ending after the Closing Date, (i) the consolidated balance sheet of Euramax and its Subsidiaries as at the end of such month and the related consolidated statements of operations of Euramax and its Subsidiaries, and (ii) at Agent’s request, the consolidating balance sheets of Euramax and its Subsidiaries as at the end of such month and the related consolidating statements of income of Euramax and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail, together with a Financial Officer Certification with respect thereto;

(b)Quarterly Financial Statements.  As soon as available, and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, (i) the consolidated balance sheets of Euramax and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in equity and cash flows of Euramax and its Subsidiaries, and (ii) the consolidating balance sheets of Euramax and its Subsidiaries, as at the end of such Fiscal Quarter and the related consolidating statements of income and cash flow of Euramax and its Subsidiaries, for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; provided, however, that notwithstanding the foregoing, the obligation to deliver quarterly financial statements under Section 5.1(b) above may be satisfied by Borrowers furnishing to Agent Euramax’s and its Subsidiaries’ Form 10-Q filed with the SEC, if so published;

(c)Annual Financial Statements.

(i)As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, (A) the consolidated balance sheets of Euramax and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in equity and cash flows of Euramax and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (B) with respect to such consolidated financial statements a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Euramax, and reasonably satisfactory to Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Euramax and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP together with (1) a certificate of such independent certified public accounting firm stating that in the course of the audit of the consolidated financial statements of Euramax and its Subsidiaries, such independent certified public accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and (2) a schedule, in form satisfactory to the Agent, of the computations used by such accountants in determining, as of the end of the Fiscal Year, Euramax’s compliance with all financial covenants contained herein; provided, however, that notwithstanding the foregoing, the obligation to deliver annual financial statements under Section 5.1(c) above may be satisfied by Borrowers furnishing to Agent Euramax’s and its Subsidiaries’ Form 10-K filed with the SEC, if so published;

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(ii)As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, the unaudited consolidating balance sheets and the related unaudited statements of income of Euramax and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail, together with a Financial Officer Certification with respect thereto;

(d)Compliance Certificate.  Together with each delivery of financial statements of Euramax and its Subsidiaries, and of the Consolidated Borrowers, pursuant to Sections 5.1(a), 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate;

(e)Statements of Reconciliation after Change in Accounting Principles.  If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Euramax and its Subsidiaries, and of the Consolidated Borrowers, delivered pursuant to Section 5.1(a), 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Agent;

(f)Notice of Default.  Promptly upon any officer of any Credit Party obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to any Credit Party with respect thereto; (ii) that any Person has given any notice to any Credit Party or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action such Credit Party has taken, is taking and proposes to take with respect thereto;

(g)Notice of Litigation.  Promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of, or non frivolous threat of, any Adverse Proceeding not previously disclosed in writing by Credit Parties to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either (i) or (ii) if adversely determined, could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Credit Parties to enable Lenders and their counsel to evaluate such matters;

(h)ERISA.  (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event that could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature thereof, what action any Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto or similar Governmental Authority with respect to any Foreign Plan; and (ii) with reasonable promptness, copies of (1) upon request of Agent, each Schedule B or SB (Actuarial Information) to the annual report (Form 5500 Series) filed by any Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Employee Benefit Plan; (2) all notices received by any Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that could reasonably be expected to result in a Material Adverse Effect; and (3) copies of such other documents or

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governmental reports or filings relating to any Employee Benefit Plan or similar reports or filings relating to any Foreign Plan as Agent shall reasonably request;

(i)Financial Plan.  As soon as practicable and in any event no later than thirty days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Euramax and its Subsidiaries for each such Fiscal Year, and an explanation of the assumptions on which such forecasts are based and (ii) forecasted consolidated balance sheet, statements of income and cash flows of Euramax and its Subsidiaries for each month of each such Fiscal Year.

(j)Insurance Report.  As soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance satisfactory to Agent outlining all material insurance coverage maintained as of the date of such report by any Credit Party and its Subsidiaries and all material insurance coverage planned to be maintained by any Credit Party and its Subsidiaries in the immediately succeeding Fiscal Year;

(k)Reserved.

(l)Notice Regarding Material Contracts.  In addition to Section 5.1(r) hereof, (i) immediately, drafts of any proposed amendments, modifications or waivers to any Senior Secured Notes Document or any $125,000,000 Unsecured Debt Document and at least two (2) Business Days prior to the final consummation of any amendment, modification or waiver to any Senior Secured Notes Document or any $125,000,000 Unsecured Debt Document, final copies of any such amendment, modification or waiver, and (ii) promptly, and in any event within ten Business Days (a) after any Material Contract of any Credit Party or any of its Subsidiaries is terminated or amended in a manner that is materially adverse to any Credit Party or such Subsidiary, as the case may be, or (b) any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by any Credit Party or its applicable Subsidiary with the intent of avoiding compliance with this Section 5.1(l)), and an explanation of any actions being taken with respect thereto;

(m)Environmental Reports and Audits.  As soon as practicable following receipt thereof, copies of all environmental assessment audits and reports with respect to any Hazardous Materials Activity or other environmental matters at any Facility or which relate to any environmental liabilities of Euramax or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(n)Information Regarding Collateral.  Borrowers will furnish to Agent prompt written notice of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure or (iii) in any Credit Party’s Federal Taxpayer Identification Number (or equivalent thereof in any foreign jurisdiction).  Borrowers agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Agent, to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Collateral Documents.  Borrowers also agree promptly to notify Agent if any material portion of the Collateral is damaged or destroyed;

(o)Annual Collateral Verification.  Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(c), Euramax shall

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deliver to Agent a certificate from an Authorized Officer (i) either confirming that there has been no change in the information disclosed in the Schedules to the Pledge and Security Agreement since the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes (ii) certifying that all UCC financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations (or equivalent thereof in any foreign jurisdiction), have been filed of record in each governmental, municipal, foreign or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period);

(p)Other Information.  (A) Promptly upon their becoming available, copies of (i) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Euramax or any of its Subsidiaries with any securities exchange or with the SEC or any corresponding governmental or private regulatory authority in any jurisdiction, (ii) all press releases and other statements made available generally by Euramax or any of its Subsidiaries to the public concerning material developments in the business of Euramax or any of its Subsidiaries, taken as a whole, and (B) such other information and data with respect to Euramax or any of its Subsidiaries that any Credit Party provides to the Senior Secured Notes Indenture Trustee or as from time to time may be otherwise reasonably requested by Agent or any Lender;

(q)Cash Flow Summaries and Information.  At the request of Agent or Requisite Lenders, for so long as there are Working Capital Obligations outstanding during a Seasonal Overadvance Period, by 5:00 p.m. on the first Thursday of each month, Euramax shall deliver to Agent and each Lender a 13-week rolling cash flow forecast in form and substance satisfactory to Agent.

(r)Senior Secured Notes Indenture.  Within one (1) Business Day following receipt thereof, copies of all default notices delivered under the Senior Secured Notes Indenture and any Senior Secured Notes Document or any $125,000,000 Unsecured Debt Agreement;

(s)Borrowing Base Information.  Within twenty-five (25) days of the end of each month (and more frequently if required by Agent or Agent and Co-Collateral Agent collectively) a completed Borrowing Base Certificate in the form of Exhibit I.  Borrowers shall attach the following to each Borrowing Base Certificate, which shall be certified by Euramax’s chief financial officer or treasurer to be accurate and complete and in compliance with the terms of the Credit Documents:  (i) an Accounts Receivable Report; (ii) an Inventory Report; (iii) an Accounts Payable Report; (iv) concurrently with the delivery of the monthly financial statements required pursuant to Section 5.1(a) and at any time upon Agent’s or Co-Collateral Agent’s request, a reconciliation of the information provided in sub-clauses (i), (ii) and (iii) of this clause (s) to Borrowers’ monthly financials; and (v) each other report as Agent or Co-Collateral Agent may from time to time require in its sole discretion, each prepared with respect to such periods and with respect to such information and reporting as Agent or Co-Collateral Agent may request. To the extent any loss, theft, damage, or destruction of any material portion of the ABL Priority Collateral is not covered by insurance Borrowers shall immediately deliver to Agent and Co-Collateral Agent an updated Borrowing Base Certificate that reflects the adjustment to the Borrowing Base as a result of such loss, theft, damage or destruction of such ABL Priority Collateral.

(t)Reserved.

(u)Corporate Credit Rating Certificate.  Within ten (10) Business Days after a new ratings issuance by S&P or Moody’s, a Corporate Credit Rating Certificate.

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5.2.Existence.  Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, no Credit Party or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders.

5.3.Payment of Taxes and Claims.  Each Credit Party will, and will cause each of its Subsidiaries to, pay all federal and other material Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, that, no such Tax or claim need be paid if it is being Properly Contested.  No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings, Euramax or any of their Subsidiaries).

5.4.Maintenance of Properties.  Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Euramax and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

5.5.Insurance.  Euramax will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Euramax and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons.  Without limiting the generality of the foregoing, Euramax will maintain or cause to be maintained (a) flood insurance with respect to each Property that is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses.  Each such policy of insurance shall (i) name Agent, on behalf of Lenders as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Agent that names Agent, on behalf of Lenders as the loss payee thereunder and provides for at least thirty days’ prior written notice to Agent of any modification or cancellation of such policy.

5.6.Inspections; Access to Management and Information.  The Credit Parties, at their own expense, shall permit Agent and Co-Collateral Agent and their respective agents to conduct inspections, verifications (of accounts and otherwise), appraisals, and field examinations of the Collateral and such Person’s other property and books and records at such times and with such frequency as Agent or Co-Collateral Agent may request from time to time, with (i) when no Default or Event of Default is in existence, reasonable notice thereof and (ii) when any Default or Event of Default is in existence, no

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notice thereof.  Borrower shall pay the cost of such inspections, verifications, appraisals, and field examinations as provided in Section 2.6(c).  The Credit Parties shall, at their own expense, conduct physical inventories of its and its Subsidiaries’ Inventory in accordance with their customary practices and at least on an annual basis and, before conducting any such physical inventory, shall provide reasonable written notice thereof to Agent and Co-Collateral Agent and allow Agent and Co-Collateral Agent and their respective agents to witness such physical inventory.  Representative of each Lender shall be authorized to accompany Agent and Co-Collateral Agent on each such visit and inspection and to participate with Agent therein, but at their own expense, unless a Default or Event of Default exists.

5.7.Reserved.

5.8.Compliance with Laws.  Each Credit Party will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.9.Environmental.

(a)Environmental Disclosure.

(i)Promptly upon the discovery thereof by Euramax or any of its Subsidiaries, Euramax shall deliver to Agent written notice describing in reasonable detail (1) any Release that could reasonably be expected to require a Remedial Action or give rise to Environmental Claims resulting in Euramax or its Subsidiaries incurring liability or expenses that, individually or in the aggregate, could reasonably be expected to exceed $2,500,000, (2) any Remedial Action taken by Euramax, its Subsidiaries or any other Person in response to any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims resulting in liability of Euramax or its Subsidiaries that, individually or in the aggregate, could reasonably be expected to exceed $2,500,000, (3) any Environmental Claims (including any requests for information by a Governmental Authority) that could reasonably be expected to result in liability of Euramax or its Subsidiaries that, individually or in the aggregate, could reasonably be expected to exceed $2,500,000, and (4) any occurrence or condition at any Facility, or on any real property adjoining or in the vicinity of any Facility, that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;

(ii)After Agent’s receipt of a written notice pursuant to this Section 5.9(a), Agent may, but is not obligated to, require Euramax to submit to Agent semi-annually a written report on the status of (A) any non-compliance with Environmental Law, (B) any pending or threatened Environmental Claim, and (C) any Remedial Action that, in each case, could reasonably be expected to give rise to liability that could reasonably be expected to exceed $2,500,000.  Such report shall specify in reasonable detail (1) the status of the matter including any significant developments since the date of the prior report, (2) any technical reports or material correspondence prepared or received relating to the matter, (3) the proposed plan for resolution or completion of the matter, and (4) the anticipated cost to achieve such resolution or completion of the matter.  At the reasonable written request of Agent, Euramax shall provide Agent with copies of all material documents related to such matters that are in its or its Subsidiaries’ possession or control.  At Agent’s reasonable written request, Euramax shall, at its own expense, retain an independent environmental engineer reasonably acceptable to Agent to evaluate the adequacy of Euramax and its Subsidiaries’ actions to correct, cure or contest any

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such matter.  Such environmental engineer shall be authorized to conduct all appropriate tests and investigations, including, but not limited to, the taking samples of air, soil, surface water, groundwater, effluent, and building materials, and shall prepare and deliver to both Euramax and Agent, a report setting forth the results of such evaluation, recommendations for further response actions, and an estimate of the costs thereof.  In addition, at Agent’s reasonable written request Euramax shall provide to Agent a supplemental report of such engineer whenever the scope of the matter, the response thereto, or the estimated costs thereof shall increase in any significant respect;

(iii)Euramax shall deliver to Agent and Lenders, prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Euramax or any of its Subsidiaries that could reasonably be expected to expose Euramax or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to exceed $2,500,000 and (2) any proposed action to be taken by Euramax or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Euramax or any of its Subsidiaries to any additional material obligations or requirements under Environmental Laws; and

(iv)Euramax shall deliver to Agent and Lenders with reasonable promptness, such other material documents and information as from time to time may be reasonably requested by Agent in relation to any matters addressed by this Section 5.9(a).

(b)Hazardous Materials Activities, Etc.  Each Credit Party shall take, and shall cause each of its Subsidiaries promptly to take, any reasonable actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that, individually, could reasonably be expected to result in liability of Euramax or its Subsidiaries in excess of $2,500,000, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to result, individually, in liability of Euramax or its Subsidiaries in excess of $2,500,000.

(c)Right of Access and Inspection.

(i)With respect to any matter disclosed pursuant to subsection (a) above, or if an Event of Default has occurred and is continuing, Agent and its representatives shall have the right, but not the obligation, at any reasonable time and after reasonable written notice and without unreasonable disruption of business, to enter into and observe the condition and operations of the Facilities.  At the reasonable written request of Agent, Euramax shall conduct such tests and investigations, including the preparation of a Phase I environmental site assessment on any part of the Facilities or the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, as reasonably directed by Agent.  If an Event of Default has occurred and is continuing, or if Euramax does not undertake such tests and investigations in a reasonably timely manner, Agent shall have the right, but not the obligation, to hire an independent engineer, at Euramax’s expense, to conduct such tests and investigations. Agent will make commercially reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Facility.

(ii)The exercise of Agent’s rights under this subsection (c) shall not constitute a waiver of any default by Euramax or any Subsidiary and shall not impose any liability on Agent or any of the Lenders except to the extent such liability arises from the gross negligence or willful misconduct of Agent, as determined in a final, non-appealable judgment by

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a court of competent jurisdiction.  In no event will any site visit, observation, test or investigation by Agent be deemed either a duty or obligation or a representation that Hazardous Materials are or are not present in, on or under any of the Facilities, or that there has been or will be compliance with any Environmental Law and Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto.  Without express written authorization, neither Euramax nor any other Person shall be entitled to rely on any site visit observation, test or investigation by Agent. Agent and the Lenders owe no duty of care to protect Euramax or any other party against, or to inform Euramax or any other party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities except to the extent required by Environmental Law. Agent may in its discretion disclose to Euramax or to any other Person if and to the extent required by Environmental Law any report or findings made as a result of, or in connection with, any site visit, observation, testing or investigation by Agent.  If Agent is requested to disclose any such report or finding to any Person, then Agent shall use its  best efforts to give Euramax prior notice of such disclosure and afford Euramax the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Agent to give any such notice or afford Euramax the opportunity to object or defend against such disclosure shall not result in any liability to Agent.  Euramax acknowledges that it or its Subsidiaries may be obligated to notify relevant Governmental Authorities regarding the results of any site visit, observation, testing or investigation by Agent and that such reporting requirements are site and fact-specific, and are to be evaluated by Euramax without advice or assistance from Agent.  Nothing herein shall be construed as releasing Agent from any liability to the extent arising from the gross negligence or willful misconduct of Agent, as determined in a final, non-appealable judgment by a court of competent jurisdiction.

5.10.Subsidiaries.  In the event that any Person becomes a Domestic Subsidiary of any Credit Party, such Credit Party shall (a) promptly cause such Domestic Subsidiary to become a Guarantor hereunder (or if requested by Agent, a co-Borrower) and a Grantor under the Pledge and Security Agreement by executing and delivering to Agent a Counterpart Agreement  and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(b), 3.1(k), and 3.1(p).  With respect to each such Subsidiary, Borrower Agent shall promptly send to Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of any Credit Party, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof. In connection with any Domestic Subsidiary that becomes a Borrower or a Guarantor after the Closing Date, if Borrowers request that Agent include such Domestic Subsidiary’s Accounts and Inventory in the Borrowing Base, Agent shall have the right to determine the eligibility for inclusion in the Borrowing Base of the Accounts and Inventory of such new Domestic Subsidiary following receipt of appraisals and field exams and other assessments of such Accounts and Inventory engaged by Agent, at Borrowers’ expense, and upon such determination by Agent such Accounts and Inventory of such new Domestic Subsidiary that are eligible for inclusion in the Borrowing Base shall be included in the Borrowing Base.

5.11.Reserved.

5.12.Reserved.

5.13.Further Assurances.   At any time or from time to time upon the request of Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Agent may reasonably request in order to perfect (or continue the

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perfection of) Agent’s Lien upon the Collateral and shall take such other action as may be requested by Agent to give effect to or carry out the intent and purposes of this Agreement and effect fully the purposes of the Credit Documents.  In furtherance and not in limitation of the foregoing (and to the extent not already in effect and to the extent permitted by applicable laws), each Credit Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations (or relevant part thereof) are guarantied by the Guarantors and are secured by the Collateral now owned or hereafter acquired by each Credit Party.

5.14.Post-Closing Covenant.  Not later than five (5) Business Days after the same has been delivered to the Senior Secured Notes Indenture Trustee, with respect to each Real Estate Asset that does not constitute an Excluded Asset (as defined in the Intercreditor Agreement), Credit Parties shall deliver to Agent, each in form and substance substantially similar to the same delivered to the Senior Secured Notes Indenture Trustee (and otherwise in form and substance reasonably satisfactory to Agent), (i) a junior mortgage, deed of trust, or deed to secure debt in favor of Agent, (ii) a mortgagee title insurance policy (or binder therefor) insuring Agent’s Lien secured by such mortgage, deed of trust, or deed to secure debt, in an amount and by an insurer reasonably acceptable to Agent, which premiums for such policy must be fully paid by Credit Parties on the effective date therefor, (iii) a certified flood hazard determination form and applicable flood insurance documentation, (iv) a current, as-built survey of such Real Estate Asset, containing a metes-and-bounds property description certified to Agent by a licensed surveyor reasonably acceptable to Agent, (v) environmental audits with respect to each Real Estate Asset, and (vi) such other documents, instruments, certifications and agreements as may be required by the Senior Secured Notes Indenture Trustee with respect to or in connection with the foregoing that Agent may also request.

5.15.Update Calls.  To the extent such calls are required under the Senior Secured Notes Indenture, Euramax and its advisors will hold quarterly update calls with the Agent and Lenders to discuss such matters as Agent may request, including, without limitation, the monthly financial statements.

5.16.Maintenance of Dominion Accounts and Collections of Receivables.

(i)Maintenance of Dominion Accounts.  Borrowers shall maintain such Dominion Accounts pursuant to a lockbox or other arrangement acceptable to Agent and, in each case, with such bank(s) as may be selected by Borrowers and be acceptable to Agent.  Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the applicable Dominion Account.  Borrowers shall enter into Control Agreements, in form and substance satisfactory to Agent, with each depository bank at which such Dominion Accounts are maintained by which such bank shall immediately transfer to the Collections Account all monies deposited to such Dominion Account.  All funds deposited in each Dominion Account (that is not itself the Collections Account) shall be and remain subject to Agent’s Lien.  In addition, each such Control Agreement shall provide for the applicable depository bank to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in respect of charges incurred in the administration of such Dominion Account.  Neither Agent nor any of the Lenders assume any responsibility to Borrowers for such lockbox arrangement or Dominion Accounts, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

(ii)Collection of Accounts and Collateral Proceeds.  To expedite collection of the Accounts and other Receivables, each Borrower shall endeavor in the first instance to make collection of such Borrower’s Accounts and other Receivables for Agent and Lenders.  Borrowers agree that they shall (i) request in writing and otherwise take such reasonable steps to ensure that

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all Account Debtors forward payment directly to the applicable Dominion Account (or lockboxes related to the Dominion Account), and (ii) deposit and cause their respective subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first business day after the date of receipt thereof, all cash or payment items, in respect of any Collateral (whether or not otherwise delivered to a lockbox) into such Dominion Account.  Further, each of Borrowers agrees that it shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the applicable Dominion Account.  All payment items received by a Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent’s and Lenders’ benefit; such Borrower shall immediately deposit any payment items received by such Borrower in kind in a Dominion Account; if such Dominion Account is not the Collections Account, such funds in such Dominion Account shall be transferred to the Collections Account; and Agent may remit all collected funds in the Collections Account to Lenders for application to the Obligations in the manner authorized by this Agreement.  Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to Agent and to collect Accounts directly in its own name and to charge to Borrowers the collection costs and expenses incurred by Agent, including reasonable attorneys’ fees.  At any time an Event of Default exists, Agent shall have the right to settle or adjust all disputes as to claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Account upon such terms and conditions as Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including attorneys’ fees to Borrowers.

SECTION 6.NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until Full Payment of all Obligations and cancellation or expiration of all Letters of Credit, such Credit Party shall perform, and shall cause each of its Subsidiaries and Holdings to perform, all covenants in this Section 6.

6.1.Indebtedness.  No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a)the Obligations;

(b)Indebtedness of (i) any Credit Party owed to any wholly-owned Subsidiary of Euramax, (ii) any Foreign Subsidiary owed to another Foreign Subsidiary, or (iii) so long as the Foreign Loan/Investment Conditions were satisfied on the date of any such loan, any Foreign Subsidiary or any Excluded Domestic Subsidiary owed to the Credit Parties; provided, (A) all such Indebtedness shall be unsecured and subordinated in right of payment to the Full Payment of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Agent and (B) any payment by any Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Guarantor to Borrowers, any other Guarantor or any Subsidiary of Euramax for whose benefit such payment is made;

(c)The Indebtedness in respect of the Senior Secured Notes, so long as the Liens securing such Senior Secured Notes are subject to the Intercreditor Agreement, but not any extensions, renewals or replacements of such Indebtedness except Permitted Refinancing Indebtedness with respect thereto to the extent not prohibited under the Intercreditor Agreement;

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(d)Indebtedness of Foreign Subsidiaries, New US LLC 1 and New US LLC 2 incurred in an aggregate principal amount at any time outstanding (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision described in this clause (d)) not to exceed as of any date of incurrence $25,000,000;

(e)Indebtedness incurred by Euramax or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Euramax or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions and permitted dispositions of any business, assets or Subsidiary of Euramax or any of its Subsidiaries;

(f)Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the Ordinary Course of Business;

(g)Indebtedness in respect of (i) netting services, employee credit card programs, overdraft protections and otherwise in connection with deposit accounts, endorsements of checks and other negotiable instruments and deposit accounts incurred in the Ordinary Course of Business; (ii) workers’ compensation claims, self-insurance obligations, performance, surety, release, appeal and similar bonds and completion guarantees incurred in the Ordinary Course of Business of Euramax and its Subsidiaries and any reimbursement obligations in respect of the foregoing; (iii) indemnification obligations or obligations in respect of purchase price adjustments or similar obligations incurred or assumed by Euramax and its Subsidiaries in connection with an Asset Sale otherwise permitted under this Agreement; and (iv) deferred compensation to employees of Euramax (or Holdings) and its Subsidiaries incurred in the Ordinary Course of Business;

(h)guaranties in the Ordinary Course of Business of the obligations of landlords, suppliers, customers, franchisees and licensees of Euramax and its Subsidiaries;

(i)guaranties (i) by a Borrower of Indebtedness of a Guarantor or guaranties by a Guarantor of Indebtedness of a Borrower or another Guarantor, and (ii) by a Foreign Subsidiary, New US LLC 1 or New US LLC 2 of Indebtedness of another Foreign Subsidiary or another Excluded Domestic Subsidiary, with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1;

(j)Indebtedness described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except Permitted Refinancing Indebtedness with respect thereto;

(k)Indebtedness with respect to (i) Capital Leases and (ii) purchase money Indebtedness incurred within 90 days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or capital assets or otherwise incurred in respect of Consolidated Capital Expenditures permitted hereunder in an aggregate amount not to exceed at any time $15,000,000; provided, any such purchase money Indebtedness, (x) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness and (y) shall constitute not less than 85% of the aggregate consideration paid with respect to such asset;

(l)Indebtedness in connection with a transaction permitted under Section 6.11;

(m)Indebtedness in connection with Hedge Agreements and Other Hedging Obligations, in each case to the extent otherwise permitted under this Agreement;

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(n)Indebtedness (other than Capital Leases) of any Person that becomes a Guarantor after the date hereof pursuant to a Permitted Acquisition (excluding purchase money Indebtedness of such Person), which Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of, or in connection with, such Person becoming a Subsidiary, and neither Euramax nor any Subsidiary (other than such Person) is an obligor or has any liability in respect of such Indebtedness, and such Indebtedness is not secured by any Lien on any assets of Euramax or any Subsidiary (other than the assets acquired in such Permitted Acquisition), but not any extensions, renewals, refinancings or replacements of such Indebtedness except Permitted Refinancing Indebtedness with respect thereto; provided that such Indebtedness, together with any such extensions, renewals, refinancings or replacements thereof, shall not exceed $25,000,000 at any time outstanding;

(o)The $125,000,000 Unsecured Debt, but not any extensions, renewals or replacements of such Indebtedness except Permitted Refinancing Indebtedness with respect thereto;

(p)Indebtedness of Euramax or any of its Subsidiaries consisting of obligations to pay insurance premiums incurred in the Ordinary Course of Business;

(q)Indebtedness of Euramax and its Subsidiaries incurred in connection with the Permitted Restructuring; and

(r)Other unsecured Indebtedness of Euramax and its Subsidiaries in an aggregate principal amount, which when aggregated with all other Indebtedness then outstanding under this clause (r) does not exceed $15,000,000 at any one time outstanding.

6.2.Liens.  No Credit Party shall, nor shall it permit any of its Domestic Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Domestic Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, in any jurisdiction except:

(a)Liens in favor of Agent, for the benefit of Secured Parties granted pursuant to any Credit Document;

(b)Liens for Taxes (i) that are not yet overdue and payable or (ii) if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (x) any such Lien is at all times subordinate to the Lien of Agent or (y) Borrowers notify Agent in writing of the amounts secured by such Liens and a Reserve for such liability in an amount acceptable to Agent in its Credit Judgment has been created, which amount may be greater than the amount disclosed in such notice to cover estimated penalties, interest and other amounts that may be secured by such Liens from time to time;

(c)statutory Liens of landlords, banks (and rights of set off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 436(f) or 430(k) of the Internal Revenue Code or by ERISA), in each case incurred in the Ordinary Course of Business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested

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amounts and (A) any such Lien is at all times subordinate to the Lien of Agent or (B) Agent has created a Reserve for such liability;

(d)Liens (including pledges and deposits of cash) incurred in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

(e)easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Credit Parties and their Domestic Subsidiaries;

(f)any interest or title of a lessor, sublessor, lessee or sublessee that is not a Credit Party under any lease of real estate permitted hereunder, which does not secure any Indebtedness and which does not materially interfere with the Ordinary Course of Business of Euramax or any of its Subsidiaries;

(g)licenses, entitlements, and servitudes that do not in the aggregate (i) materially diminish the value of any property of Credit Parties and their Domestic Subsidiaries, (ii) secure any Indebtedness, or (iii) materially interfere with the Ordinary Course of Business of Euramax or any of its Subsidiaries;

(h)Liens solely on any cash earnest money deposits made by any Credit Party or any of its Domestic Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(i)purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the Ordinary Course of Business;

(j)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(k)any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(l)licenses of patents, trademarks and other intellectual property rights granted by any Credit Party or any of its Domestic Subsidiaries in the Ordinary Course of Business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Domestic Subsidiary;

(m)Liens described in Schedule 6.2 and any renewal or replacement of such Liens granted to secure a refinancing of the Indebtedness originally secured by such Lien, but only to the extent such refinancing is permitted under this Agreement;

(n)Liens securing Indebtedness permitted pursuant to Section 6.1(k)(i) and (ii); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness;

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(o)Liens on property existing at the time of acquisition of the property by Euramax or any of its Subsidiaries in connection with a Permitted Acquisition; provided that such Liens were in existence prior to and not incurred in contemplation of such Permitted Acquisition, provided, further, that such Liens may not be extended to improvements to such property or to any property of any Credit Party any of its Domestic Subsidiaries that was not acquired in connection with such Permitted Acquisition;

(p)Reserved;

(q)Liens securing the Senior Secured Notes or the Second Lien Obligations but only to the extent consented to by Agent pursuant to the terms of the Intercreditor Agreement;

(r)Reserved;

(s)Liens arising out of sales and leaseback transactions permitted by Section 6.11;

(t)Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(h) of this Agreement, provided that (i) Borrowers shall have provided written notice to Agent of the existence of any such Liens within three Business Days after any officer of any Credit Party obtains knowledge thereof, (ii) such Liens are being contested in good faith by appropriate proceedings diligently pursued, (iii) adequate reserves or other appropriate provision if any, as are required by GAAP, have been made therefor, (iv) a stay of enforcement of any such Liens is in effect, and (v) Agent may establish a Reserve with respect thereto;

(u)Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Agreement (other than the Obligations), provided that (a) the new Lien shall be limited to all or part of the same property and assets that secured the Indebtedness refinanced with such Permitted Refinancing Indebtedness, and (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness, and (ii) an amount necessary to pay any reasonable fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; and

(v)Other Liens in assets of Borrowers that do not constitute Collateral, in an aggregate amount not to exceed $1,000,000 at any time outstanding.

6.3.Reserved.

6.4.No Further Negative Pledges.  Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) restrictions contained in (i) the Senior Secured Notes Indenture, (ii) the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), in each case, to the extent such restrictions are comparable to and no more restrictive than those contained in the Senior Secured Notes Indenture, and (iii) the $125,000,000 Unsecured Debt Agreement and all collateral documents related thereto as of the Closing Date, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions pursuant to the Credit Documents, (e) customary restrictions pending a sale of property or assets permitted hereunder arising under an executed agreement in respect of such sale, provided, such restrictions relate only to the property or assets being sold, and (f) restrictions on property or assets subject to a Lien permitted under Section 6.2(n), provided, such

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restrictions relate only to the property or assets subject to such Lien, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

6.5.Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that:

(a)(i) each Credit Party may make (A) regularly scheduled payments of principal, interest and fees as provided in the Senior Secured Notes Indenture and the $125,000,000 Unsecured Debt Agreement as in effect on the date hereof and the Second Lien Documents (if any) and Subordinated Lien Documents (if any), (B) voluntary prepayments of principal, interest, premium and fees on the Senior Secured Notes and the $125,000,000 Unsecured Debt Agreement and any scheduled cash pay of the Second Lien Obligations (if any) and the Subordinated Lien Obligations (if any) after the Closing Date so long as at the time of such payment and after giving effect thereto, the Fixed Charge Coverage Ratio is greater than 1.10 to 1.00 and Excess Availability is at least $20,000,000 at the time of and after giving effect to such payment (for purposes of this clause, Excess Availability shall include cash in one or more deposit accounts subject to Agent’s first priority perfected security interests in excess of $10,000,000 in the aggregate), (C) mandatory prepayments of principal on the Senior Secured Notes arising from dispositions of, or receipt of the insurance/condemnation proceeds in respect of, Notes Priority Collateral, and (D) payments of expenses, indemnities and other amounts (other than principal, interest or fees which are governed by clauses (A) through (D) above) required by the terms of the Senior Secured Notes Documents, and (ii) the holders of the Capital Stock of Holdings may purchase and sell Senior Secured Notes and/or $125,000,000 Unsecured Debt held by them from time to time in accordance with the terms of the Senior Secured Notes Indenture and the $125,000,000 Unsecured Agreement, as the case may be;

(b)so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Euramax may make Restricted Junior Payments to Holdings (i) to the extent necessary to permit Holdings to pay general administrative costs and expenses (including directors’ fees and expenses), franchise taxes and other fees reasonably necessary to maintain its corporate existence in an aggregate amount not to exceed $1,500,000 during any Fiscal Year and (ii) to pay expenses associated with the Permitted Restructuring and the other Transactions not to exceed $15,000,000 in the aggregate;

(c)any Subsidiary of Euramax may pay dividends or make other distributions with respect to any class of its issued and outstanding Capital Stock to Euramax or any other Subsidiary of Euramax or intercompany Indebtedness permitted by Section 6.1(b);

(d)so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Euramax may make Restricted Junior Payments to permit Holdings to purchase its Capital Stock for Cash from present or former officers and employees of Holdings or any of its Subsidiaries in accordance with the terms of its stock option plans upon the death, disability or termination of employment of such officer or employee in aggregate amount not to exceed $2,500,000 in any Fiscal Year and may make distributions to Holdings to fund such payments subject to the provisions of this clause (d);

(e)Holdings may pay dividends to its shareholders so long as at the time of such payment and after giving effect thereto, the Fixed Charge Coverage Ratio is greater than 1.10 to 1.00 (including the cash dividend amount to be paid as a Fixed Charge for such calculation) and Excess Availability is at least $20,000,000 at the time of and after giving effect to such payment (for purposes of

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this clause, Excess Availability shall include cash in one or more deposit accounts subject to Agent’s first priority perfected security interests in excess of $10,000,000 in the aggregate);

(f)payments, dividends or distributions by Euramax and the Subsidiaries of Euramax to Holdings to enable Holdings to pay the amount of its actual federal, state or local Taxes to the extent such Taxes are attributable to the income or operations of Euramax or such Subsidiaries of Euramax, as applicable,  may be made;

(g)payments in respect of Subordinated Indebtedness incurred after the date hereof but only to the extent that such payments are permitted pursuant to a subordination agreement in favor of Agent in form and substance to Agent in all respects may be made;

(h)payments, repayment, defeasance, redemption, retirement of (A) Indebtedness contractually subordinated to the Loans, and (B) any Subordinated Indebtedness of Euramax or any other Credit Party, or (C) any Indebtedness of Euramax or any other Credit Party that is unsecured, in each case in exchange for, or out of the net cash proceeds from, an incurrence of Permitted Refinancing Indebtedness;

(i)any Restricted Junior Payments made or deemed made in connection with the Permitted Restructuring;

(j)the making of any Restricted Junior Payment in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of Euramax or any direct or indirect parent of Euramax (other than any Capital Stock sold to a Subsidiary of Euramax or to an employee stock ownership plan or any trust established by Euramax) or from substantially concurrent contributions to the equity capital of Euramax, provided that, in each case, (i) such Restricted Junior Payment shall not be made more than 30 days after the date of the applicable sale or contribution, and (ii) Excess Availability is at least $20,000,000 at the time of and after giving effect to such sale or contribution (for purposes of this clause, Excess Availability shall include cash in one or more deposit accounts subject to Agent’s first priority perfected security interests in excess of $10,000,000 in the aggregate) (collectively, including any such contributions, “Refunding Capital Stock”).

6.6.Restrictions on Subsidiary Distributions.  Except as provided herein and in the Senior Secured Notes Indenture, the $125,000,000 Unsecured Debt Agreement, the Second Lien Documents (if any) and the Subordinated Lien Documents (if any) and the documents entered into in connection therewith, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Euramax to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Euramax or any other Subsidiary of Euramax, (b) repay or prepay any Indebtedness owed by such Subsidiary to Euramax or any other Subsidiary of Euramax, (c) make loans or advances to Euramax or any other Subsidiary of Euramax, or (d) transfer any of its property or assets to Euramax or any other Subsidiary of Euramax other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(k)(i) and (ii), (ii) that impose restrictions on the property so acquired, (iii)imposed by applicable law, (iv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the Ordinary Course of Business, (v) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (vi) pursuant to the Credit Documents, the Senior Secured Notes Indenture, the $125,000,000 Unsecured Debt Agreement, and the Second Lien Documents (if any) and the Subordinated Lien Documents (if any), (vii) restrictions in documents governing any Indebtedness expressly permitted under Section 6.1(d), (viii) restrictions in documents governing any Indebtedness of

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French Operating Co. permitted under Section 6.1, and (ix) any usual and customary restrictions existing on cash or other deposits or net worth imposed  in good faith and without regard to their provisions by bona fide customers under contracts entered into in the Ordinary Course of Business of Euramax and its Subsidiaries.

6.7.Investments.  No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except:

(a)Investments in Cash and Cash Equivalents and Investment Grade Securities;

(b)(i)  equity Investments owned as of the Closing Date in any Subsidiary, (ii) so long as the Foreign Loan/Investment Conditions were satisfied on the date that such Investments were made, Investments made after the Closing Date by Credit Parties in Foreign Subsidiaries, and (iii) Investments made after the Closing Date by any Foreign Subsidiary in any Subsidiary of Euramax;

(c)Investments made by Foreign Subsidiaries of Euramax;

(d)Investments (i) in any Securities received in satisfaction or partial satisfaction of obligations owing from financially troubled account debtors, (ii) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business of Euramax and its Subsidiaries, and (iii) prepaid expenses, negotiable instruments held for collection and lease, utility, worker’s compensation, performance and other similar deposits made in the Ordinary Course of Business of Euramax and its Subsidiaries;

(e)intercompany loans to the extent permitted under Section 6.1(b);

(f)Consolidated Capital Expenditures, the incurrence of which do not cause a Default or Event of Default;

(g)loans and advances to employees of Euramax and its Subsidiaries that are approved by a majority of the disinterested members of the board of directors of Euramax or Holdings in an aggregate principal amount not to exceed $2,500,000 at any time outstanding;

(h)Investments made in connection with Permitted Acquisitions permitted by Section 6.9;

(i)Investments in Interest Rate Agreements permitted by this Agreement and Hedge Agreements and Other Hedging Agreements that are incurred in the Ordinary Course of Business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(j)Investments described in Schedule 6.7;

(k)Investments of Credit Parties in Foreign Subsidiaries representing the onlending or contribution of the net proceeds of equity contributed by Holdings after the Closing Date to Euramax and then, if applicable, directly or indirectly by Euramax to another Credit Party;

(l)Investments consisting of non cash consideration received as the proceeds of any Asset Sales;

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(m)other Investments (excluding any acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock (except for any Capital Stock in the nature of directors’ qualifying shares required pursuant to applicable law) of, or assets constituting a business line or unit or a division of, any Person, or any Permitted Acquisition) in an aggregate amount not to exceed $5,000,000 at any time outstanding;

(n)Investments constituting prepayments on the Senior Secured Notes permitted by Section 6.5;

(o)Investments in connection with the Permitted Restructuring;

(p)Investments to the extent acquired in exchange for the issuance of Capital Stock of Euramax, Holdings or any other direct or indirect parent of Euramax;

(q)Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; and

(r)Investments consisting of purchases and acquisitions of inventory or supplies.

Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.5.

6.8.Financial Covenants.

(a)Fixed Charge Coverage Ratio.  Credit Parties shall not permit the Fixed Charge Coverage Ratio for Euramax and its Subsidiaries, which shall be tested as of the last day of each month occurring during the Fixed Charge Coverage Ratio Testing Period for the immediately preceding twelve-month period, to be less than 1.15 to 1.00.

(b)Reserved.

(c)Certain Calculations.  With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in Section 6.8(a) and for the purpose of determining whether a proposed acquisition is a Permitted Acquisition, Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact (in accordance with Article 11 of Regulation S-X under the Securities Act (“Regulation S-X”). Such pro forma adjustments shall be certified by the chief financial officer of Euramax using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Euramax and its Subsidiaries, which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

6.9.Fundamental Changes; Disposition of Assets; Acquisitions.  No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of

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transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the Ordinary Course of Business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

(a)Any Domestic Subsidiary of Euramax may be merged with or into Euramax or any other Borrower, as the case may be, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Euramax or any other Borrower; provided, in the case of such a merger, Euramax or such other Borrower, as applicable shall be the continuing or surviving Person;

(b)Reserved;

(c)sales or other dispositions of assets that do not constitute Asset Sales;

(d)Asset Sales (exclusive of those otherwise permitted under Section 6.11), the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) (1) are less than $25,000,000 with respect to any single Asset Sale or series of related Asset Sales and (2) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $25,000,000; provided (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Euramax (or similar governing body)), (B) no less than 85% thereof shall be paid in Cash, (C) if such Asset Sale involves any Collateral, the Net Asset Sale Proceeds of Collateral shall be applied as required by Section 2.20(b)(iii) and (D) if such Asset Sale involves any Collateral, Borrowers shall deliver to Agent prior to such Asset Sale a Borrowing Base Certificate that reflects the adjustment to the Borrowing Base after giving effect to such Asset Sale and certifies that no Out-of-Formula Condition will exist on the date of and after giving pro forma effect to such Asset Sale;

(e)Asset Sales of obsolete, worn out or surplus property;

(f)Investments made in accordance with Section 6.7;

(g)Euramax may liquidate any of its inactive Subsidiaries that has total net assets (as shown on the most recent balance sheet of such inactive Subsidiary delivered to Agent and at the time if liquidation) of $100,000 or less, provided any Restricted Junior Payments in connection with such liquidation are made in accordance with Section 6.5;

(h)(i) the Permitted Restructuring and (ii) Permitted Acquisitions;

(i)Sales of Capital Stock in any Subsidiary to qualify directors or allow for investments by foreign nationals, in either case, to the extent required by applicable law.

6.10.Disposal of Subsidiary Interests.  Except for (a) Liens on Capital Stock created under the Senior Secured Notes Documents to secure the Senior Secured Notes, the Second Lien Obligations (if any) or the Subordinated Lien Obligations (if any), or (b) any sale of all of its interests in the Capital Stock of any of its Domestic Subsidiaries in compliance with the provisions of Section 6.9, no Credit Party shall, nor shall it permit any of its Domestic Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Domestic Subsidiaries, except

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to qualify directors if required by applicable law; or (b) permit any of its Domestic Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

6.11.Sales and Lease Backs.  No Credit Party shall, nor shall it permit any of its Domestic Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than in the case of a sale or a transfer by a Credit Party, to another Credit Party, or, in the case of a sale or a transfer by any other Domestic Subsidiary, to Euramax or another Domestic Subsidiary), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Credit Party to any Person (other than in the case of a sale or a transfer by a Credit Party, to another Credit Party, or, in the case of a sale or a transfer by any other Domestic Subsidiary, to Euramax or another Domestic Subsidiary) in connection with such lease; provided the foregoing restriction shall not apply to any such transactions constituting Asset Sales permitted by Section 6.9(d).

6.12.Transactions with Shareholders and Affiliates.  No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Euramax or any of its Subsidiaries or with any Affiliate of Euramax or of any such holder, on terms that are less favorable to Euramax or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between or among Credit Parties; (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables Financing.

6.13.Conduct of Business.  From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by such

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Credit Party on the Closing Date and similar or related businesses and (ii) such other lines of business as may be consented to by Requisite Lenders.

6.14.Permitted Activities of Holding Companies.  The Holding Companies shall not (a) incur, directly or indirectly, any Indebtedness (other than intercompany Indebtedness expressly permitted under Section 6.1(b) and (j)) or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement and related Credit Documents, to the extent applicable to such Holding Company and under the Senior Secured Notes Documents, the $125,000,000 Unsecured Debt Documents, the Second Lien Documents (if any), and the Subordinated Lien Documents (if any); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding the Capital Stock of its Subsidiaries; (ii) performing its obligations and activities incidental thereto under the Credit Documents, the Senior Secured Notes Documents, $125,000,000 Unsecured Debt Documents and any document delivered in connection therewith; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than its Subsidiaries; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

6.15.Reserved.

6.16.Amendments or Waivers of the Senior Secured Notes Indenture, the $125,000,000 Unsecured Debt Documents or Subordinated Indebtedness.  No Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or otherwise change the terms of the Senior Secured Notes Indenture, any other Senior Secured Notes Document, the $125,000,000 Unsecured Debt Agreement or any other $125,000,000 Unsecured Debt Document or make any payment consistent with an amendment thereof or change thereto, except such amendments, payments or changes as would not be prohibited by the terms of the Intercreditor Agreement or Section 6.1(c).

6.17.Fiscal Year.  No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year end from December 31.

6.18.Deposit Accounts and Securities Accounts.  No Credit Party shall open or maintain any Deposit Accounts or securities accounts except for (a) Deposit Accounts with Agent; (b) Dominion Accounts maintained in compliance with Section 5.16; (c) Deposit Accounts subject to Control Agreements in favor of Agent on terms acceptable to Agent or maintained with Agent; and (d) the Exempt Deposit Accounts.  All Deposit Accounts maintained with Agent shall be deemed to be under Agent’s control.

SECTION 7.GUARANTY

7.1.Guaranty of the Obligations.  Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Agent for the ratable benefit of the Beneficiaries the due and punctual Full Payment of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a), or any equivalent provision in any applicable jurisdiction) (collectively, the “Guaranteed Obligations”).

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7.2.Contribution by Guarantors.  All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty.  Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date.  “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed.  “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor.  “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including, without limitation, in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2.  The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor.  The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder.  Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

7.3.Payment by Guarantors.  Subject to Section 7.2 and 7.13, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrowers to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a), or any equivalent provision in any applicable jurisdiction), Guarantors will upon demand pay, or cause to be paid, in Cash, to Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrowers’ becoming the subject of a case under the Bankruptcy Code or other similar legislation in any jurisdiction, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrowers’ for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4.Liability of Guarantors Absolute.  Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than Full Payment of the Guaranteed Obligations or valid release of a Guarantor in accordance with the Credit Documents.  In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

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(a)this Guaranty is a guaranty of payment when due and not of collectability.  This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(b)Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrowers and any Beneficiary with respect to the existence of such Event of Default;

(c)the obligations of each Guarantor hereunder are independent of the obligations of Borrowers and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrowers, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrowers or any of such other guarantors and whether or not Borrowers are joined in any such action or actions;

(d)payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid.  Without limiting the generality of the foregoing, if Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

(e)any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrowers or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or the Hedge Agreements; and

(f)this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than Full Payment of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any

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claim or demand or any right, power or remedy (whether arising under the Credit Documents or the Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Borrowers or any of their Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set offs or counterclaims which Borrowers may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

7.5.Waivers by Guarantors.  Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from any Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of any Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower or any other Guarantor from any cause other than Full Payment of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to willful misconduct or gross negligence, as determined in a final, non-appealable judgment by a court of competent jurisdiction; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in

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Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

7.6.Guarantors’ Rights of Subrogation, Contribution, etc.  Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary.  In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2.  Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrowers or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Borrowers, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor.  If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Agent on behalf of Beneficiaries and shall forthwith be paid over to Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7.Subordination of Other Obligations.  Any Indebtedness of any Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Agent on behalf of Beneficiaries and shall forthwith be paid over to Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

7.8.Continuing Guaranty.  This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled.  Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

7.9.Authority of Guarantors or Borrowers.  It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or any Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

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7.10.Financial Condition of Borrowers.  Any Credit Extension may be made to any Borrower or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of such Borrower at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be.  No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of any Borrower.  Each Guarantor has adequate means to obtain information from any Borrower on a continuing basis concerning the financial condition of any Borrower and their ability to perform their obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of any Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.  Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of any Borrower now known or hereafter known by any Beneficiary.

7.11.Bankruptcy, etc.  (a)  Without limiting any Guarantor’s ability to file a voluntary bankruptcy petition in respect of itself (but subject to the rights and remedies in respect thereof pursuant to Section 8.1), so long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against any Borrower or any other Guarantor.  The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Borrower or any Guarantor or by any defense which any Borrower or any Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b)Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve any Borrower of any portion of such Guaranteed Obligations.  Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay Agent, or allow the claim of Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c)In the event that all or any portion of the Guaranteed Obligations are paid by any Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12.Discharge of Guaranty Upon Sale of Guarantor.  If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged

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and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

7.13.Reserved.

SECTION 8.EVENTS OF DEFAULT

8.1.Events of Default.  If any one or more of the following conditions or events shall occur:

(a)Failure to Make Payments When Due.  Failure by any Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to Issuer in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within two (2) days of its due date, or if no due date is specified, within two (2) days of demand thereof; or

(b)Default in Other Agreements.  (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $1,000,000 or more or with an aggregate principal amount of $2,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; (iii) the occurrence of any Event of Default (as defined in the Senior Secured Notes Indenture); or (iv) the occurrence of any Event of Default (as defined in the $125,000,000 Unsecured Debt Agreement).

(c)Breach of Certain Covenants.  Failure of any Credit Party to perform or comply with any term or condition contained in (i) Section 2.2(c), Sections 5.1 (other than Sections 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(j), 5.1(m), 5.1(o) and 5.1(p)), 5.2, 5.6, 5.13, 5.15 or Section 6, or (ii) Section 5.1(a), 5.1(b), 5.1(c), or 5.1(d) and such failure shall continue for five (5) days; or

(d)Breach of Representations, etc.  Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

(e)Other Defaults Under Credit Documents.  Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty (30) days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Euramax of notice from Agent or any Lender of such default; or

(f)Involuntary Bankruptcy; Appointment of Receiver, etc.  (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Euramax or any of its Subsidiaries in an

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involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect in any applicable jurisdiction, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, foreign or state law; or (ii) an involuntary case shall be commenced against Euramax or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect in any applicable jurisdiction; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer in any applicable jurisdiction having similar powers over Euramax or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Euramax or any of its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Euramax or any of its Subsidiaries; and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

(g)Voluntary Bankruptcy; Appointment of Receiver, etc.  (i) Euramax or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect in any applicable jurisdiction, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Euramax or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Euramax or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Euramax or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

(h)Judgments and Attachments.  Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess of $1,000,000 or (ii) in the aggregate at any time an amount in excess of $2,000,000  (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Euramax or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days (or in any event later than five (5) days prior to the date of any proposed sale thereunder); or

(i)Dissolution.  Any order, judgment or decree shall be entered against  any Borrower or any of its Subsidiaries decreeing the dissolution or split up of such Person and such order shall remain undischarged or unstayed for a period in excess of thirty (30) days; or

(j)Employee Benefit Plans.  (i) There shall occur one or more ERISA Events which results in or might reasonably be expected to result in liability of any Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,000 in the aggregate during the term hereof; or (ii) there shall be imposed a material Lien or security interest under Section 430(k) of the Internal Revenue Code or under ERISA, which material Lien or security interest (1) ceases to be subordinate to the Lien of Agent in the Collateral, or (2) has continued in effect for a period of sixty (60) days without being discharged and is not being Properly Contested; or

(k)Change of Control.  A Change of Control shall occur; or

(l)Guaranties, Collateral Documents and other Credit Documents.  At any time after

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the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a valid release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document (unless validly released in accordance with the terms of the Credit Documents), in each case for any reason other than the failure of Agent or any Secured Party to take any action within its control, (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party, or (iv) the Loans shall cease to constitute First Priority secured Indebtedness under the intercreditor provisions of the Senior Secured Notes Indenture or the Intercreditor Agreement or, in any case, such intercreditor provisions shall be invalidated or otherwise cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms.

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or Section 8.1(g), automatically, and (2) so long as any other Event of Default shall be continuing, upon notice to Borrowers by Agent (given in its discretion or at the request of Requisite Lenders), (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuer to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to 105% of the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders having Revolving Commitments under Section 2.2(b)(ii) or Section 2.3(b); and (C) Agent may enforce any and all Liens and security interests created pursuant to Collateral Documents.

In addition to the foregoing, so long as any Event of Default shall be continuing, Agent may in its discretion (and upon receipt of the written direction of the Requisite Lenders, shall) exercise from time to time, in addition to the remedies set forth in the Collateral Documents, the following rights and remedies:

(x)The right to require Borrowers to Cash Collateralize outstanding Letters of Credit  or to provide a back-up letter of credit acceptable to Agent in all respects and from a financial institution acceptable to Agent in all respects, and if Borrowers fail promptly to make such deposit, Agent may (and shall upon the direction of the Requisite Lenders) advance such amount as a Revolver Loan (whether or not an Out-of-Formula Condition exists or is created thereby or the Commitments have been terminated).  Any such deposit or advance shall be held by Agent in the Cash Collateral Account to fund future payments with respect to outstanding Letters of Credit.  At such time as all Letters of Credit have been drawn upon or expired, any amounts remaining in the Cash Collateral Account shall be applied against any outstanding Obligations, or, after Full Payment of  all Obligations, returned to Borrowers.

(y)Further, the Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (exercisable without payment of royalty or other compensation to any Obligor or any other Person) any or all of each Borrower’s intellectual property and all of each Borrower’s computer hardware and software trade secrets, brochures, customer lists, promotional and advertising materials, labels, and packaging materials, and any property of a similar nature, in advertising for sale,

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marketing, selling and collecting and in completing the manufacturing of any Collateral, and each Borrower’s rights under all licenses and all franchise agreements shall inure to Agent’s benefit.

SECTION 9.AGENT

9.1.Appointment of Agent.   Each Lender hereby irrevocably appoints and designates Regions as Agent to act as herein specified.  Agent may, and each Lender by its acceptance of a Note and becoming a party to this Agreement shall be deemed irrevocably to have authorized Agent to, enter into all Credit Documents to which Agent is or is intended to be a party and all amendments hereto and all Collateral Documents at any time executed by any Credit Party, for its benefit and the benefit of Lenders and, except as otherwise provided in this Section 9, to exercise such rights and powers under this Agreement and the other Credit Documents as are specifically delegated to Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto.  Each Lender agrees that any action taken by Agent, Co-Collateral Agent or the Requisite Lenders in accordance with the provisions of this Agreement or the other Credit Documents, and the exercise by Agent, Co-Collateral Agent or the Requisite Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders.  Unless and until the authority to do so is revoked in writing by Requisite Lenders, Agent (or Agent and Co-Collateral Agent collectively) shall be authorized to determine (i) whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Section 1), (ii) whether to impose or release any Reserve, and to exercise their own Credit Judgment in connection therewith and (iii) whether to decrease advance rates, which determinations and judgments, if exercised in good faith, shall exonerate Agent (or as applicable, Co-Collateral Agent) from any liability to Lenders or any other Person for any errors in judgment.  If Co-Collateral Agent wishes to request a change with respect to any item described in the clauses (i), (ii) or (iii) of the foregoing sentence, then Co-Collateral Agent shall notify Agent in writing at least five (5) Business Days prior to such requested change and shall participate in any discussions, if requested by Agent, with Borrower Agent in connection therewith. In the event that Agent and Co-Collateral Agent are unable to reach agreement collectively on the action to be taken with respect to any of the items noted in such clauses (i), (ii) or (iii) above,  then the determination of Agent or Co-Collateral Agent, as applicable, shall control that results in the lower amount of the Borrowing Base.

9.2.Powers and Duties.  Each Lender irrevocably authorizes Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Agent shall not have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any function, duty, responsibility, obligation or other liability in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

9.3.General Immunity

(a)No Responsibility for Certain Matters. Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Agent to Lenders or by

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or on behalf of any Credit Party, and Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing.  Anything contained herein to the contrary notwithstanding, neither Agent nor Regions (as the maker of Swingline Loans) nor Issuer shall have any liability arising from confirmations of the amount of outstanding Loans or the LC Obligations or the component amounts thereof.

(b)Exculpatory Provisions.  Neither Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by Agent under or in connection with any of the Credit Documents except to the extent caused primarily by Agent’s gross negligence or willful misconduct (as determined in a final, non-appealable judgment by a court of competent jurisdiction). Agent shall be entitled to refrain from any act or from taking of any action (including failing to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 11.5) and, upon receipt of such instructions from Requisite Lenders, Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions.  Without prejudice to the generality of the foregoing, (i) Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, including any electronic transmission (including any information or document transmitted electronically by any means), and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for a Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it and shall not be responsible for any action of any sub-agent selected by it without gross negligence or willful misconduct, as determined in a final, non-appealable judgment by a court of competent jurisdiction; and (ii) no person shall have any right of action whatsoever against Agent as a result of Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 11.5, each of which instruction shall be deemed an authorization from all Lenders to Agent and shall be binding on all Lenders).   Notwithstanding any instruction from the Lenders, Agent shall not be required to take, or to omit to take, any action that is, in the opinion of Agent or its counsel, contrary to any Credit Document or any requirement of applicable law.

(c)Delegation of Duties. Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Agent. Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Article 9 shall apply to any the Affiliates of Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.  All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Article 9 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein.  Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Agent (unless otherwise provided by Agent), (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges

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(including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4.Agent Entitled to Act as Lender.  The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, Agent in its individual capacity as a Lender hereunder.  With respect to its participation in the Loans and the Letters of Credit, Agent and its Affiliates shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include Agent in its individual capacity. Agent and its Affiliates may lend money to, own securities of, and generally engage in any kind of business with any Credit Party or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Credit Parties for services in connection herewith and otherwise without having to account for the same to Lenders.

9.5.Lenders’ Representations, Warranties and Acknowledgment.

(a)Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of each Credit Party and its Subsidiaries in connection with this Agreement and that it has made and shall continue to make its own appraisal of the creditworthiness of each Credit Party and its Subsidiaries without reliance upon Agent and without reliance upon any document solely or in part because such document was transmitted by Agent.  Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.  In addition (and without limiting the foregoing), (i) Agent shall not be responsible for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Credit Document, (ii) Agent does not make any warranty or representation, and Agent shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any sub-agent or affiliate, in or in connection with any Credit Document or any transaction contemplated therein, whether or not transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Credit Documents and (iii) Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Credit Document, whether any condition set forth in any Credit Document is satisfied or waived, as to the financial condition of any Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower, any Lender or any Issuer describing such Default or Event of Default clearly labeled “notice of default”.

(b)Each Lender, by delivering its signature page to this Agreement and funding its applicable Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by Agent, Requisite Lenders or Lenders, as applicable, on the Closing Date.

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9.6.Right to Indemnity.  Each Lender, in proportion to its Pro Rata share, severally agrees to indemnify Agent and its Affiliates and all of Agent’s and its Affiliates present and future officers, directors, agents, employees and attorneys (“Agent Indemnitees”) to the extent that Agent Indemnitees shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable advisors’ fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent Indemnitees in connection with any Credit Document or with any of its powers, rights, remedies or duties hereunder or under the other Credit Documents or otherwise in its capacity as Agent in any way relating to or arising out of or in connection with this Agreement or the other Credit Documents or the preparation thereof or any amendment, modification or termination thereof; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements primarily resulting from Agent’s gross negligence or willful misconduct (as determined in a final, non-appealable judgment by a court of competent jurisdiction).  If any indemnity furnished to Agent Indemnitees for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify Agent Indemnitees against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify Agent Indemnitees against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

9.7.Successor Agent and  Swingline Loan Lender. Agent may resign at any time by giving prior written notice thereof to Lenders and Borrower Agent.   Subject to the appointment of a successor Agent, the resignation of Agent shall be effective immediately upon the giving of such notice, whereupon Agent shall be discharged from its duties and obligations hereunder.  In such event, all Obligations owing to Agent shall be due and payable by the Borrowers upon giving of such notice.  Upon any such notice of resignation, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrowers, to appoint a successor Agent.  Upon the acceptance of any appointment as Agent hereunder by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall promptly, at the expense of the Borrowers (or, if not reimbursed by the Credit Parties, the Lenders pursuant to and subject to the limitations set forth in Section 9.6), (i) transfer to such successor Agent, all Collateral held under the Collateral Documents, and (ii) execute and deliver to such successor Agent an assignment to the Intercreditor Agreement (or such other writing addressed to the Senior Secured Notes Indenture Trustee binding itself to the terms thereof), and such amendments to financing statements, and take such other actions, as may be necessary in connection with the assignment to such successor Agent of the security interests created under the Collateral Documents.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder or otherwise required (or necessary or appropriate) to be taken by Agent thereafter.  Any resignation of Regions or its successor as Agent pursuant to this Section shall also constitute the resignation of Regions or its successor as the Lender of Swingline Loans, and any successor Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor to Regions as the Lender of Swingline Loans for all purposes hereunder with all of the rights, powers and privileges of the retiring Lender of Swingline Loans.  In such event Borrowers shall prepay any outstanding Swingline Loans made by Regions (together with any interest accrued thereunder and fees, expenses and other Obligations owing to Regions).

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9.8.Collateral Documents and Guaranty; Examination Reports.

(a)Agent under Collateral Documents and Guaranty.  Each Lender (and Issuer for purposes of clause (v) below) hereby further authorizes Agent, on behalf of and for the benefit of Lenders, (i) to act as disbursing and collecting agent with respect of payments and collection in connection with Credit Documents, (ii) to act as collateral agent for the Secured Parties for purposes of perfection of all Liens created by the Collateral Documents and for other purposes stated therein (including managing, supervising and dealing with the Collateral), (iii) to enter into the Collateral Documents, and each Lender agrees to be bound by the terms of the Collateral Documents, (iv) to enter into the Intercreditor Agreement, and each Lender agrees to be bound by the terms of the Intercreditor Agreement, including the purchase option provided for in such Intercreditor Agreement, (v) to file and prove claims and other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Guaranteed Obligation in any proceeding described in Sections 8.1(f) and (g) and any other similar proceedings and (vi) execute any amendment, consent or waiver under the Credit Documents on behalf of any Lender that has consented in writing.  Subject to Section 11.5, without further written consent or authorization from Lenders, Agent may execute any documents or instruments necessary to (x) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 11.5) have otherwise consented or (y) release any Guarantor from the Guaranty in accordance with Section 7.12 or in connection with a sale or other disposition (including by merger or consolidation) of such Guarantor to which, or otherwise to the extent to which, Requisite Lenders (or such other Lenders as may be required to give such consent under Section 11.5) have otherwise consented.

(b)Right to Realize on Collateral and Enforce Guaranty.  Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrowers, Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Agent, provided, however, that Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent thereof for purposes of the perfection of all Liens with respect to the Collateral, and may (subject to the terms of the Intercreditor Agreement) further authorize such Lender and Issuer to take further actions for purposes of enforcing Liens thereunder or transferring such Collateral to Agent, and each Lender and Issuer agrees to take such further action to the extent, and only to the extent, so directed (subject to the terms of the Intercreditor Agreement), and (ii) in the event of a foreclosure by Agent on any of the Collateral pursuant to a public or private sale, Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Agent,  as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Agent at such sale.  Should any Lender obtain possession of any Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor, shall deliver such Collateral to Agent or otherwise deal with such Collateral in accordance with Agent’s instructions.

(c)Each Lender agrees that neither Regions nor Agent makes any representation or warranty as to the accuracy or completeness of any audit, examination, appraisal or other Collateral report (each a “Report”) and shall not be liable for any information contained in or omitted from any such Report; agrees that the Reports are not intended to be comprehensive audits or examinations and that Regions or Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon Borrowers’ books and records as well as upon representations of Borrowers’ officers and employees; agrees to keep all Reports

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confidential and strictly for its internal use and not to distribute the Reports (or the contents thereof) to any Person (except to its Participants, attorneys, accountants and other Persons with whom such Lender has a confidential relationship) or use any Report in any other manner; and, without limiting the generality of any other indemnification contained herein, agrees to hold Agent and any other Person preparing a Report harmless from any action that the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or other credit accommodations that the indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or its purchase of, a loan or loans of any Credit Party, and to pay and protect, and indemnify, defend and hold Agent and each other such Person preparing a Report harmless from and against all claims, actions, proceedings, damages, costs, expenses and other amounts (including attorneys’ fees incurred by Agent and any such other Person preparing a Report as the direct or indirect result of any third parties who might obtain all or any part of any Report through the indemnifying Lender.

9.9.Ratable Sharing.  If any Lender shall obtain any payment or reduction (including any amounts received as adequate protection of a bank account deposit treated as cash collateral under the Bankruptcy Code) of any Obligation of Borrowers (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) in excess of its Pro Rata share of payments or reductions on account of such Obligations obtained by all of the Lenders, such Lender shall forthwith (i) notify the other Lenders and Agent of such receipt and (ii) purchase from the other Lenders such participations in the affected Obligations as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, net of costs incurred in connection therewith, on a Pro Rata basis, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchase shall be rescinded and the purchase price restored to the extent of such recovery or such additional costs, but without interest.  Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 9.9 may, to the fullest extent permitted by Applicable Law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation.

9.10.Remittance of Payments and Collections.

(a)All payments by any Lender to Agent shall be made not later than the time set forth elsewhere in this Agreement on the Business Day such payment is due. Payment by Agent to any Lender shall be made by wire transfer, promptly following Agent’s receipt of funds for the account of such Lender and in the type of funds received by Agent; provided, however, that if Agent receives such funds at or prior to 12:00 noon, Agent shall pay such funds to such Lender by 2:00 p.m. on such Business Day, but if Agent receives such funds after 12:00 noon, Agent shall pay such funds to such Lender by 2:00 p.m. on the next Business Day.

(b)With respect to the payment of any funds from Agent to a Lender or from a Lender to Agent, the party failing to make full payment when due pursuant to the terms hereof shall, on demand by the other party, pay such amount together with interest thereon at the Federal Funds Rate.  In no event shall Borrowers be entitled to receive any credit for any interest paid by Agent to any Lender, or by any Lender to Agent, at the Federal Funds Rate as provided herein.

(c)If Agent pays any amount to a Lender in the belief that a related payment has been or will be received by Agent from a Credit Party and such related payment is not received by Agent, then Agent shall be entitled to recover such amount from each Lender that receives such amount.  If Agent determines at any time that any amount received by it under this Agreement or any of the other Credit Documents must be returned to a Credit Party or paid to any other Person pursuant to any applicable law, court order or otherwise, then, notwithstanding any other term or condition of this

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Agreement or any of the other Credit Documents, Agent shall not be required to distribute such amount to any Lender.

9.11.Agent Titles.  Any Lender identified on the facing page or signature pages of this Agreement as a documentation agent or syndication agent (but not as a “Collateral and Administrative Agent,” “Agent” or “Co-Collateral Agent”) shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.  Without limiting the foregoing, the Lender so identified as a documentation agent or syndication agent shall not have or be deemed to have any fiduciary relationship with any other Lender.  Each Lender acknowledges that it has not relied, and will not rely, on the Lender so identified as a documentation agent or syndication agent in deciding to enter into this Agreement or in taking or refraining to take any action under any of the Credit Documents.

SECTION 10.[RESERVED.]

SECTION 11.MISCELLANEOUS

11.1.Notices.  Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given to a Credit Party, Agent, Regions as the maker of Swingline Loans, any other Lender or Issuer, shall be (i) sent to such Person’s address (which, in the case of any Credit Party, may be sent to Borrower Agent’s address) as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Agent in writing as and to the extent provided below.  Each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex; provided, no notice to Agent shall be effective until received by Agent; provided further, any such notice or other communication shall at the request of Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by Agent from time to time.

11.2.Performance of Borrowers’ Obligations.  If any Borrower shall fail to discharge any covenant, duty or obligation hereunder or under any of the other Credit Documents, Agent may, in its sole discretion at any time or from time to time, for such Borrower’s account and at Borrowers’ expense, pay any amount or do any act required of Borrowers hereunder or under any of the other Credit Documents or otherwise lawfully requested by Agent to (i) enforce any of the Credit Documents or collect any of the Obligations, (ii) preserve, protect, insure or maintain or realize upon any of the Collateral, or (iii) preserve, defend, protect or maintain the validity or priority of Agent’s Liens in any of the Collateral, including the payment of any judgment against any Borrower, any insurance premium, any warehouse charge, any finishing or processing charge, any landlord claim, any other Lien upon or with respect to any of the Collateral (whether or not a Permitted Lien).  All payments that Agent may make under this Section and all out-of-pocket costs and expenses (including Extraordinary Expenses) that Agent pays or incurs in connection with any action taken by it hereunder shall be reimbursed to Agent by Borrowers on demand with interest from the date such payment is made or such costs or expenses are incurred to the date of payment thereof at the Default Rate applicable for Revolver Loans that are Base Rate Loans. Any payment made or other action taken by Agent under this Section shall be without prejudice to any right to assert, and without waiver of, an Event of Default hereunder and to without prejudice to Agent’s right proceed thereafter as provided herein or in any of the other Credit Documents.

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11.3.Indemnity.

(a)In addition to the payment of expenses pursuant to Section 2.7, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, Agent, Issuer and Lender and the officers, partners, directors, trustees, employees, agents, sub-agents, investment advisors and Affiliates of Agent and each Lender (each, an “Indemnitee”, and collectively, together with Agent Indemnitees and Regions Indemnitees, the “Indemnitees”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, as determined in a final, non-appealable judgment by a court of competent jurisdiction; provided,  no Credit Party shall have any obligation to Issuer in the event of the wrongful dishonor by Issuer of a proper demand for payment made under any Letter of Credit issued by it (it being understood that no dishonor as a result of Governmental Act shall constitute a wrongful dishonor.  To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 11.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(b)To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agent and their respective Affiliates, directors, employees, attorneys, agents, sub-agents, trustees or advisors, on any theory of liability, for special, indirect, consequential or punitive damages  (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

11.4.Set Off.  In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured.

11.5.Amendments and Waivers.

(a)No amendment or modification of any provision of this Agreement or any of the other Credit Documents, nor any waiver of any Default or Event of Default, shall be effective without the

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prior written agreement or consent of the Requisite Lenders; provided, however, that

(b)without the prior written consent of Agent, no amendment or waiver shall be effective with respect to any provision in any of the Credit Documents (including Section 2.7, Section 9, and this Section 11.5) to the extent such provision relates to the rights, duties, immunities, exculpation, indemnification or discretion of  Agent;

(c)without the prior written consent of Issuer or Agent, no amendment or waiver with respect to any of the LC Obligations or the provisions of Sections 2.3, 2.22 or 3.2 shall be effective;

(d)without the prior written consent of each affected Lender (except in the case of clauses (3) and (4) below, a Defaulting Lender as provided in Section 2.16), no amendment or waiver shall be effective that would (1) increase or otherwise modify any Commitment of such Lender (other than to reduce such Lender’s Commitment on a proportionate basis with the same Commitments of other Lenders); (2) alter (other than to increase) the rate of interest payable in respect of any Obligations owed to such Lender; (3) waive or defer collection of any interest or fee payable to such Lender pursuant to Sections 2.5 or 2.6; or (4) subordinate the payment of any Obligations owed to such Lender to the payment of any Indebtedness (except as expressly provided in Section 2.22; and

(e)without the prior written consent of all Lenders (except a Defaulting Lender as provided in Section 2.16), no amendment or waiver shall be effective that would (1) waive any Default or Event of Default if the Default or Event of Default relates to any Borrower’s failure to observe or perform any covenant that may not be amended without the unanimous written consent of Lenders as provided in this Agreement (and, where so provided hereinafter, the written consent of Agent) as hereinafter set forth; (2) alter the provisions of Sections 2.2,2.9, 2.10, 2.11, 2.13, 2.22, 2.24, 11.3, 11.5, 11.9 or 11.18; (3) amend the definitions of “Borrowing Base,” “Pro Rata” or “Requisite Lenders” (and the other defined terms used in such definitions), or any provision of this Agreement obligating Agent to take certain actions at the direction of the Requisite Lenders, or any provision of any of the Credit Documents regarding the Pro Rata treatment or obligations of Lenders; (4) subordinate the priority of any Liens granted to Agent under any of the Credit Documents to consensual, non-statutory Liens granted after the Closing Date to any other Person, except as currently provided in or contemplated by the Credit Documents (including a subordination in favor of the holders of Permitted Liens that are permitted to have priority over Agent’s Liens) and except for Liens granted by a Credit Party to financial institutions with respect to amounts on deposit with such financial institutions to cover returned items, processing and analysis charges and other charges in the Ordinary Course of Business that relate to deposit accounts with such financial institutions, (5) release any Credit Party that is Solvent from liability for any of the Obligations or (6) extend the Term of the Commitments.

(f)No Borrower will, directly or indirectly, pay or cause to be paid any remuneration or other thing of value, whether by way of supplemental or additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for or as an inducement to the consent to or agreement by such Lender with any waiver or amendment of any of the terms and provisions of this Agreement or any of the other Credit Documents to the extent that the agreement of all Lenders to any such waiver or amendment is required, unless such remuneration or thing of value is concurrently paid, on the same terms, on a Pro Rata or other mutually agreed upon basis to all Lenders; provided, however, that Borrowers may contract to pay a fee only to those Lenders who actually vote in writing to approve any waiver or amendment of the terms and provisions of this Agreement or any of the other Credit Documents to the extent that such waiver or amendment may be implemented by vote of the Requisite Lenders and such waiver or amendment is in fact approved.

(g)Any request, authority or consent of any Person who, at the time of making such

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request or giving such a authority or consent, is a Lender, shall be conclusive and binding upon any successor, assign or participant of such Lender.

(h)Execution of Amendments, etc. Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.  Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.  No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances.  Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

11.6.Successors and Assigns; Participations.

(a)Generally.  This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders.  No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of Agent and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Register.  Borrowers, Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or transfer thereof as provided in Section 11.6(d).  Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by Agent, if received by 12:00 p.m. (noon) (Atlanta, Georgia Time), and on the following Business Day if received after such time, prompt notice thereof shall be provided to Borrowers and a copy of such Assignment Agreement shall be maintained.  The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.”  Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

(c)Right to Assign.  Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments):

(i)to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower Agent and Agent; and

(ii)to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and, in the case only of assignments of Revolving Loans or Revolving Commitments to any such Person consented to by each of Borrower Agent and Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower Agent, required at any time an Event of Default shall have occurred and then be continuing);

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provided, further each such assignment pursuant to this Section 11.6(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 as of trade date, if specified (or such lesser amount as may be agreed to by Borrower Agent and Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans.

(d)Mechanics.  In connection with any assignments, the applicable assignee that becomes a Lender hereunder shall deliver to Agent such forms with respect to United States Federal tax withholding matters as such assignee is required to deliver under Section 2.26.  Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 11.6, the disposition of such Revolving Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

(e)Effect of Assignment.  Subject to the terms and conditions of this Section 11.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register, and shall thereafter be a party hereto and a “Lender” for all purposes hereof and shall be bound by the terms of the Intercreditor Agreement as a Lender hereunder; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 11.9) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (y) Issuer shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect the Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Agent for cancellation, and thereupon applicable Borrower, at such Borrower’s sole expense, shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

(f)Participations.  Each Lender shall have the right at any time to sell one or more participations to any Person (each such Person, a “Participant”) (other than Holdings, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation.  The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability

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of any post default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating.  Each Borrower agrees that each participant shall be entitled to the benefits of Section 2.9, 2.11 or 2.13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (i) a participant shall not be entitled to receive any greater payment under Section 2.11 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the applicable Borrower’s prior written consent and (ii) a participant that would be a Non U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.13 unless each Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrowers, to comply with Section 2.26 as though it were a Lender.  To the extent permitted by law, each participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender, provided such Participant agrees to be subject to Section 9.9 as though it were a Lender.

(g)Certain Other Assignments.  In addition to any other assignment permitted pursuant to this Section 11.6, any Lender may, without the consent of Borrowers or Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank or any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of, such holders; provided, no Lender, as between Borrowers and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder, until such time as such Federal Reserve Bank, pledge or trustee has complied with the provisions of this Section 11.6 regarding assignments.

(h)Each Person that becomes a Lender after the Closing Date shall be deemed to be bound by the Intercreditor Agreement whether or not a signatory thereto, including, without limitation, Section 12 thereof.

(i)Each Lender that grants a participation pursuant to Section 11.6(f) of this Agreement shall maintain a register on which it enters the name and address of each Participant and the principal and interest amount of each Participant’s interest in such Lender’s Commitments, Loans or any other Obligations (the “Participant Register”).  The entries made in the Participant Register shall constitute rebuttably presumptive evidence of the information contained therein; provided, however, that if a copy of information contained in the Participant Register is provided to any Person, or any Person inspects the Participant Register, at any time or from time to time, then the information contained in the Participant Register shall be conclusive and binding on such Person for all purposes absent manifest error, unless any Person notifies the applicable Lender in writing within thirty (30) days after such Person’s receipt of such copy or such Person’s inspection of the Participant Register of its intention to dispute the information contained therein.  Each Borrower hereby designates each Lender to serve as such Borrower’s agent solely for purposes of maintaining the applicable Participant Register as provided in this Section.

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11.7.Replacement of Certain Lenders.  If (a) no Event of Default exists and Borrower Agent requests in writing the replacement of the Co-Collateral Agent in its capacity as Co-Collateral Agent and as a Lender hereunder or (b) a Lender shall have (i) become a Defaulting Lender under the terms of this Agreement and its default has not been cured, (ii) requested compensation from Borrowers under Section 2.10, 2.11 or 2.25 to recover increased costs incurred by such Lender (or its parent or holding company) which are not being incurred generally by the other Lenders (or their respective parents or holding companies) or becomes entitled to increased payments under Section 2.25, (iii) delivered a notice pursuant to Section 2.9 claiming that such Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally applicable to the other Lenders or (iv) failed or refused to give its consent to any amendment, waiver or action for which consent of all of the Lenders is required and in respect of which the Requisite Lenders have consented (any Lender referenced in clauses (a) or (b) above hereinafter referred to as an “Affected Lender”), then, in any such case under either clauses (a) or (b) above, and in addition to any other rights and remedies that Agent, any other Lender or any Borrower may have against such Affected Lender, any Borrower or Agent may make written demand on such Affected Lender (with a copy to Agent in the case of a demand by Borrowers and a copy to Borrowers in the case of a demand by Agent) for the Affected Lender to assign, and such Affected Lender shall assign pursuant to one or more duly executed Assignment and Acceptances within five (5) Business Days after the date of such demand, to one or more Lenders willing to accept such assignment or assignments, or to one or more Eligible Assignees designated by Agent, all of such Affected Lender’s rights and obligations under this Agreement (including its Commitment and all Loans owing to it) in accordance with Section 11.6.  Agent is hereby irrevocably authorized to execute one or more Assignment and Acceptances as attorney-in-fact for any Affected Lender which fails or refuses to execute and deliver the same within five (5) Business Days after the date of such demand.  The Affected Lender shall be entitled to receive, in cash and concurrently with execution and delivery of each such Assignment and Acceptance, all amounts owed to the Affected Lender hereunder or under any other Credit Document, including the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment (but excluding any prepayment penalty or termination charge).  Upon the replacement of any Affected Lender pursuant to this Section 11.7, such Affected Lender shall cease to have any participation in, entitlement to, or other right to share in the Liens of Agent in any Collateral and such Affected Lender shall have no further liability to Agent, any Lender or any other Person under any of the Credit Documents (except as provided in Section 9.6 as to events or transactions which occur prior to the replacement of such Affected Lender), including any Commitment to make Loans or purchase participations in LC Obligations.  Agent shall have the right at any time, but shall not be obligated to, upon written notice to any Lender and with the consent of such Lender (which may be granted or withheld in such Lender’s discretion), to purchase for Agent’s own account all of such Lender’s right, title and interest in and to this Agreement, the other Credit Documents and the Obligations (together with such Lender’s interest in the Commitments), for the face amount of the Obligations owed to such Lender (or such greater or lesser amount as Agent and Lender may mutually agree upon).

11.8.Independence of Covenants.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

11.9.Survival of Representations, Warranties and Agreements.  All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension.  Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.21, 2.22, 2.23, 11.2, 11.3 and 11.4 and the agreements of Lenders set forth in Sections 2.20, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

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11.10.No Waiver; Remedies Cumulative.  No failure or delay on the part of Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.  The rights, powers and remedies given to Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements.  Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

11.11.Marshalling; Payments Set Aside.  Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations.  To the extent that any Credit Party makes a payment or payments to Agent or Lenders (or to Agent, on behalf of Lenders), or Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

11.12.Severability.  In case any provision in or obligation hereunder or any Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

11.13.Obligations Several; Independent Nature of Lenders’ Rights.  The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder.  Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

11.14.Headings.  Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

11.15.APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS).

11.16.CONSENT TO JURISDICTION.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN

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ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (i) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (ii) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (iii) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 11.1; (iv) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (iii) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (v) AGREES AGENT AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

11.17.WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/EURAMAX RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.17 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

11.18.Confidentiality.  Each Lender shall hold all non public information regarding each Credit Party and its Subsidiaries and their businesses identified as such by any Credit Party and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Credit Parties that, in any event, a Lender may make (i) disclosures of such information to Affiliates of such Lender and to their agents, employees, officers, directors, trustees, attorneys, accountants and advisors (and to other persons authorized by a Lender or Agent to organize, present or disseminate such

126

information in connection with disclosures otherwise made in accordance with this Section 11.18), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee, pledgee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) in Hedge Agreements (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by the provisions of this Section 11.18), (iii) disclosure to any rating agency when required by it; provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from Agent or any Lender, and (iv) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to notify Borrower Agent of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non public information prior to disclosure of such information.  Notwithstanding anything to the contrary set forth herein, each party (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure.  However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective Affiliates, and their and their respective Affiliates’ directors and employees to comply with applicable securities laws.  For this purpose, “tax structure” means any facts relevant to the federal income tax treatment of the transactions contemplated by this Agreement but does not include information relating to the identity of any of the parties hereto or any of their respective Affiliates.  In the event of any conflict between this Section 11.18 and any other Contractual Obligation entered into with any Credit Party, the terms of this Section 11.18 shall govern.

11.19.Certification Regarding Senior Secured Notes Indenture.  Each Credit Party hereby certifies to Agent and Lenders that neither the execution or performance of this Agreement by such Credit Party nor the incurrence of any Indebtedness pursuant to the terms of this Agreement or any of the other Credit Documents violates any provision of the Senior Secured Notes Indenture.  Each Credit Party further certifies to Agent and Lenders that (i) all of the Commitments constitute a “Credit Facility” (or the equivalent term defined in the Senior Secured Notes Indenture) under the Senior Secured Notes Indenture, and (ii) that all Obligations collectively constitute “ABL Obligations” (or the equivalent term defined in the Senior Secured Notes Indenture) under the Senior Secured Notes Indenture.

11.20.Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

11.21.Effectiveness.  This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrowers and Agent of written or telephonic notification of such execution and authorization of delivery thereof.

11.22.PATRIOT Act.  Each Lender and Agent (for itself and not on behalf of any Lender) hereby notifies Credit Parties that pursuant to the requirements of the Act, it is required to obtain, verify

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and record information that identifies Credit Parties, which information includes the name and address of each Credit Party and other information that will allow such Lender or Agent, as applicable, to identify each Credit Party in accordance with the Act.

11.23.Electronic Transmissions.

(a)Authorization.  Subject to the provisions of Section 11.1, Agent, Borrower, Lender, Issuer and each of their affiliates and sub-agent and each of their respective employees, agents, officers and directors is authorized (but not required) to transmit or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Credit Document and the transactions contemplated therein.  Each Credit Party and Agent, each Lender and Issuer hereby acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b)LIMITATION OF LIABILITY.  ALL ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”.  NEITHER AGENT NOR ANY OF ITS SUB-AGENTS, AFFILIATES AND NONE OF THEIR RESPECTIVE EMPLOYEES, AGENT, DIRECTORS OR OFFICERS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY ELECTRONIC TRANSMISSION AND EACH DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN.  NO WARRANTY OF ANY KIND IS MADE BY ANY AGENT OR ANY OF ITS AFFILIATES, SUB-AGENTS OR ANY OF ITS EMPLOYEES, AGENT, DIRECTORS OR OFFICERS IN CONNECTION WITH ANY ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS.  Each Credit Party and each Secured Party agrees that Agent shall have no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission.

11.24.Public Disclosures.  Each Credit Party agrees that it shall not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of the Securities of any Credit Party) using the name, logo or otherwise referring to Regions or of any of its Affiliates, the Credit Documents or any transaction contemplated therein to which the Secured Parties are party without at least 2 Business Days’ prior notice to Regions and without the prior consent of Regions except to the extent required to do so under applicable Requirements of Law and then, only after consulting with Regions prior thereto.

11.25.Intercreditor Agreement.   Without limiting the generality of Section 9.8(a)(iv), each Lender hereunder:  (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, and (c) authorizes and instructs Agent to enter into the Intercreditor Agreement as ABL Agent (as defined in the Intercreditor Agreement) on behalf of such Lender.

11.26.Amendment and Restatement.  This Agreement and the other Credit Documents amend and restate the Existing Credit Agreement and the other “Credit Documents” (as defined in the Existing Credit Agreement). All rights, benefits, indebtedness, interests, liabilities and obligations of the parties to the Existing Credit Agreement and the agreements, documents and instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the “Existing Credit Documents”) are hereby renewed, amended, restated and superseded in their entirety according to the terms and provisions set forth herein and in the other Credit Documents.  This Agreement does not constitute, nor shall it result

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in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Credit Documents or any indebtedness, liabilities or obligations of Credit Parties thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement and the other Credit Documents.  Neither this Agreement nor any other Credit Document extinguishes the indebtedness or liabilities outstanding in connection with the Existing Credit Documents, nor do they constitute a novation with respect thereto.  All security interests, pledges, assignments and other Liens previously granted by any Credit Party pursuant to the Existing Credit Documents are hereby renewed and continued, and all such security interests, pledges, assignments and other Liens shall remain in full force and effect as security for the Obligations except as otherwise provided by this Agreement or the Pledge and Security Agreement.  Amounts in respect of interest, fees and other amounts payable to or for the account of Agent and Lenders shall be calculated (i) in accordance with the provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date, and (ii) in accordance with the provisions of this Agreement with respect to any period (or a portion of any period) commencing on or after the Closing Date.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

	BORROWERS:
ATTEST:	EURAMAX INTERNATIONAL, INC.
/s/ R. Scott Vansant
Secretary	By:	/s/ R. Scott Vansant
		R. Scott Vansant, Chief Financial Officer
[CORPORATE SEAL]
	AMERIMAX HOME PRODUCTS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	AMERIMAX BUILDING PRODUCTS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]

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Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

	BERGER BUILDING PRODUCTS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	FABRAL, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	AMP COMMERCIAL, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]

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Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

	GUARANTORS:
	EURAMAX HOLDINGS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	AMERIMAX FABRICATED PRODUCTS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	AMERIMAX FINANCE COMPANY, INC.
ATTEST:
	By:	/s/ Mitchell Lewis
/s/ R. Scott Vansant		Mitchell Lewis, President and Chief Executive Officer
Secretary
[CORPORATE SEAL]
	BERGER HOLDINGS, LTD
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	FABRAL HOLDINGS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]

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Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

	AMERIMAX RICHMOND COMPANY
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	AMERIMAX UK, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]

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Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

LENDERS:
REGIONS BANK
By:	/s/ Linda Harris
	Linda Harris, Senior Vice President

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Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

WELLS FARGO CAPITAL FINANCE, LLC
By:	/s/
	Title: Vice President

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Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

AGENT:
REGIONS BANK, as Agent
By:	/s/ Linda Harris
	Linda Harris, Senior Vice President

Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO AMENDED AND RESTATED

SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made and entered into on April 5, 2011, by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation (individually and in its capacity as the representative of the other Borrowers pursuant to Section 2.18 of the Credit Agreement, “Euramax”), AMERIMAX HOME PRODUCTS, INC., a Delaware corporation (“AHP”), AMERIMAX BUILDING PRODUCTS, INC., a Delaware corporation (“ABP”), BERGER BUILDING PRODUCTS, INC., a Pennsylvania corporation (“BBP”), FABRAL, INC., a Delaware corporation (“Fabral”), and AMP COMMERCIAL, INC., a Delaware corporation formerly known as Gutter Suppliers, Inc. (“AMP”), as borrowers thereunder (being referred to collectively as “Borrowers,” and individually as a “Borrower”), and EURAMAX HOLDINGS, INC., a Delaware corporation (“Holdings”), AMERIMAX FABRICATED PRODUCTS, INC., a Delaware corporation (“AFP”), AMERIMAX FINANCE COMPANY, INC., a Delaware corporation (“AFC”), BERGER HOLDINGS, LTD, a Pennsylvania corporation (“BHL”), FABRAL HOLDINGS, INC., a Delaware corporation (“Fabral Holdings”), AMERIMAX RICHMOND COMPANY, an Indiana corporation (“Richmond”), and AMERIMAX UK, INC., a Delaware corporation (“Amerimax UK”), as guarantors thereunder (being referred to collectively as “Guarantors,” and individually as a “Guarantor”; Borrowers and Guarantors are collectively referred to herein as “Obligors” and individually as an “Obligor”); REGIONS BANK, an Alabama banking corporation, in its capacity as collateral and administrative agent (together with its successors in such capacity, “Agent”) for various financial institutions (together with their respective successors and permitted assigns, the “Lenders”) party from time to time to the Credit Agreement (as defined below); and the Lenders.

Recitals:

Agent, the Lenders, and Obligors are parties to that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement dated March 18, 2011 (as at any time amended, modified, restated, or supplemented, the “Credit Agreement”), pursuant to which Agent and the Lenders have made certain extensions of credit and other financial accommodations to Borrowers.

Agent, the Lenders and Obligors, have agreed to amend the Credit Agreement, subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Definitions.  All capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Credit Agreement.

2.Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)By deleting clauses (a), (b), (c), (d), and (e) of Section 5.1 of the Credit Agreement, and by substituting in lieu thereof the following new clauses (a), (b), (c), (d), and (e):

5.1Financial Statements and Other Reports.  Each Credit Party will deliver to Agent and Lenders:

(a)Monthly Reports.  As soon as available, and in any event within forty-five

(45) days after the end of each of the first two months of each Fiscal Quarter and of the last month of each Fiscal Year ending after the Closing Date, (i) the consolidated balance sheet of Holdings and its Subsidiaries as at the end of such month and the related consolidated statements of operations of Holdings and its Subsidiaries, and (ii) at Agent’s request, the consolidating balance sheets of Holdings and its Subsidiaries as at the end of such month and the related consolidating statements of income of Holdings and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail, together with a Financial Officer Certification with respect thereto;

(b)Quarterly Financial Statements.  As soon as available, and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, (i) the consolidated balance sheets of Holdings and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in equity and cash flows of Holdings and its Subsidiaries, and (ii) the consolidating balance sheets of Holdings and its Subsidiaries, as at the end of such Fiscal Quarter and the related consolidating statements of income and cash flow of Holdings and its Subsidiaries, for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; provided, however, that notwithstanding the foregoing, the obligation to deliver quarterly financial statements under Section 5.1(b) above may be satisfied by Borrowers furnishing to Agent Holdings’ and its Subsidiaries’ Form 10-Q filed with the SEC, if so published;

(c)Annual Financial Statements.

(i)As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, beginning with Fiscal Year 2011, (A) the consolidated balance sheets of Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (B) with respect to such consolidated financial statements a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Holdings, and reasonably satisfactory to Agent, which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP together with (1) a certificate of such independent certified public accounting firm stating that in the course of the audit of the consolidated financial statements of Holdings and its

2

Subsidiaries, such independent certified public accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and (2) a schedule, in form satisfactory to the Agent, of the computations used by such accountants in determining, as of the end of the Fiscal Year, Holdings’ compliance with all financial covenants contained herein; provided, however, that notwithstanding the foregoing, the obligation to deliver annual financial statements under Section 5.1(c) above may be satisfied by Borrowers furnishing to Agent Holdings’ and its Subsidiaries’ Form 10-K filed with the SEC, if so published;

(ii)As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, beginning with Fiscal Year 2011, the unaudited consolidating balance sheets and the related unaudited statements of income of Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail, together with a Financial Officer Certification with respect thereto;

(d)Compliance Certificate.  Together with each delivery of financial statements of Holdings and its Subsidiaries, and of the Consolidated Borrowers, pursuant to Sections 5.1(a), 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate;

(e)Statements of Reconciliation after Change in Accounting Principles.  If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries, and of the Consolidated Borrowers, delivered pursuant to Section 5.1(a), 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Agent;

(b)By deleting Schedule 6.1 to the Credit Agreement, and by substituting the new Schedule 6.1 attached to this Amendment.

3.Ratification and Reaffirmation.  Each Obligor hereby ratifies and reaffirms the Obligations, each of the Credit Documents and all of such Obligor’s covenants, duties, indebtedness and liabilities under the Credit Documents.

4.Acknowledgments and Stipulations.  Each Obligor acknowledges and stipulates that the Credit Agreement and the other Credit Documents executed by such Obligor are legal, valid and binding obligations of such Obligor that are enforceable against such Obligor in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Obligor); the security interests and Liens granted by such Obligor in favor of Agent are duly perfected, first priority security interests and liens with respect to the ABL Priority Collateral; and as of the open of business on April 5, 2011, the unpaid principal amount of the Loans totaled $15,000,000.

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5.Representations and Warranties.  Each Obligor represents and warrants to Agent and the Lenders, to induce Agent and the Lenders to enter into this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized by all requisite corporate action on the part of such Obligor and this Amendment has been duly executed and delivered by such Obligor; and all of the representations and warranties made by such Obligor in the Credit Agreement are true and correct on and as of the date hereof.

6.Reference to Credit Agreement.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

7.Breach of Amendment.  This Amendment shall be part of the Credit Agreement and a breach of any representation, warranty or covenant herein shall constitute an Event of Default.

8.Expenses of Agent.  Obligors agree to pay, on demand, all reasonable costs and expenses incurred by Agent in connection with the preparation, negotiation and execution of this Amendment and any other Credit Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable costs and fees of Agent’s legal counsel and any taxes or expenses associated with or incurred in connection with any instrument or agreement referred to herein or contemplated hereby.

9.Effectiveness; Governing Law.  This Amendment shall be effective upon acceptance by Agent in Atlanta, Georgia (notice of which acceptance is hereby waived), whereupon the same shall be governed by and construed in accordance with the internal laws of the State of New York.

10.Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11.No Novation, etc.  Except as otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend or modify any provision of the Credit Agreement or any of the other Credit Documents, each of which shall remain in full force and effect.  This Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Credit Agreement as herein modified shall continue in full force and effect.

12.Counterparts; Telecopied Signatures.  This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement.  Any manually executed signature page to this Amendment delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature hereto.

13.Further Assurances.  Each Obligor agrees to take such further actions as Agent shall reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby.

14.Section Titles.  Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto.

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15.Waiver of Jury Trial.  To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers on the date first written above.

BORROWERS:
EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer
AMERIMAX HOME PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer
AMERIMAX BUILDING PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer

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First Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

BERGER BUILDING PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer
FABRAL, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer
AMP COMMERCIAL, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer

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First Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

GUARANTORS:
EURAMAX HOLDINGS, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer
AMERIMAX FABRICATED PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer
AMERIMAX FINANCE COMPANY, INC.
By:	/s/ Mitchell Lewis
	Mitchell Lewis, President and Chief Executive Officer
BERGER HOLDINGS, LTD
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer
FABRAL HOLDINGS, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer

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First Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

AMERIMAX RICHMOND COMPANY
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer
AMERIMAX UK, INC.
By:	/s/ R. Scott Vansant
	R. Scott Vansant, Chief Financial Officer

[Signatures continue on following page.]

First Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

LENDERS:
REGIONS BANK
By:	/s/ Linda Harris
	Linda Harris, Senior Vice President

[Signatures continue on following page.]

First Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

WELLS FARGO CAPITAL FINANCE, LLC
By:	/s/
Title: Vice President

[Signatures continue on following page.]

First Amendment to Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement

AGENT:
REGIONS BANK, as Agent
By:	/s/ Linda Harris
	Linda Harris, Senior Vice President

EX-10.3

Exhibit 10.3

Execution Version

PLEDGE AND SECURITY AGREEMENT

by and between

EURAMAX INTERNATIONAL, INC.

EURAMAX HOLDINGS, INC

AMERIMAX FABRICATED PRODUCTS, INC.

AMERIMAX FINANCE COMPANY, INC.

FABRAL HOLDINGS, INC.

FABRAL, INC.

AMERIMAX HOME PRODUCTS, INC.

AMERIMAX BUILDING PRODUCTS, INC.

AMP COMMERCIAL, INC.

BERGER HOLDINGS, LTD.

BERGER BUILDING PRODUCTS, INC.

AMERIMAX RICHMOND COMPANY
AMERIMAX UK, INC.

(Grantors)

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Collateral Trustee)

Dated as of March 18, 2011

TABLE OF CONTENTS

		PAGE
SECTION 1.	DEFINITIONS; GRANT OF SECURITY	2
1.1	General Definitions	2
1.2	Definitions; Interpretation	10
SECTION 2.	GRANT OF SECURITY	11
2.1	Grant of Security	11
2.2	Certain Limited Exclusions	12
SECTION 3.	SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE	14
3.1	Security for Obligations	14
3.2	Continuing Liability Under Collateral	15
SECTION 4.	REPRESENTATIONS AND WARRANTIES AND COVENANTS	15
4.1	Generally	15
4.2	Equipment and Inventory	18
4.3	Receivables	20
4.4	Investment Related Property	23
4.5	Material Contracts	27
4.6	[RESERVED]	28
4.7	Intellectual Property	28
4.8	Commercial Tort Claims	32
SECTION 5.	ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS	33
5.1	Further Assurances	33
5.2	Additional Grantors	34
SECTION 6.	COLLATERAL TRUSTEE APPOINTED ATTORNEY-IN-FACT	34
6.1	Power of Attorney	34
6.2	No Duty on the Part of Collateral Trustee or Secured Parties	35
SECTION 7.	REMEDIES	36
7.1	Generally	36
7.2	Application of Proceeds	37
7.3	Sales on Credit	38
7.4	[RESERVED]	38
7.5	Investment Related Property	38
7.6	Intellectual Property	38
7.7	Cash Proceeds	40
SECTION 8.	COLLATERAL TRUSTEE	41
8.1	Appointment	41

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		PAGE
8.2	Rights and Privileges	41
8.3	Generally	41
SECTION 9.	CONTINUING SECURITY INTEREST; TRANSFER OF NOTES; RELEASES	41
SECTION 10.	STANDARD OF CARE; COLLATERAL TRUSTEE MAY PERFORM	42
SECTION 11.	MISCELLANEOUS	42

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PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 18, 2011, is made by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto (each of the Guarantors and the Issuer, together with its successors and permitted assigns, are referred to hereinafter individually as a “Grantor,” and collectively as the “Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as the Collateral Trustee for the Secured Parties described below (together with its successors, designees and permitted assigns in such capacity, the “Collateral Trustee”).

R E C I T A L S:

WHEREAS, the Issuer is issuing $375,000,000 aggregate principal amount of 9½% Senior Secured Notes due 2016] (together with any Additional Notes and Exchange Notes, the “Notes”) pursuant to the indenture (the “Indenture”) dated as of March 18, 2011 among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as the trustee (the “Trustee”) on behalf of the holders of the Notes (the “Holders”).

WHEREAS, from time to time after the date hereof, the Issuer may, subject to the terms and conditions of the Indenture and the Security Documents, incur additional Notes Priority Obligations (including Additional Notes issued under the Indenture), which are pari passu in right of payment to the Notes and secured equally and ratably with the Notes.

WHEREAS, each Grantor has, pursuant to the Indenture, among other things, unconditionally guaranteed the obligations of the Issuer under the Indenture and the Notes and may do so under the terms of additional Notes Priority Obligations permitted to be incurred under the Indenture.

WHEREAS, this Agreement is given by each Grantor in favor of the Collateral Trustee for the benefit of the Secured Parties to secure the payment and performance of all of the Secured Obligations.

WHEREAS, the Grantors, the Trustee and the Collateral Trustee will execute and deliver to the Collateral Trust and Intercreditor Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified, the “Collateral Trust and Intercreditor Agreement”), in order to provide for the terms on which the parties thereto have appointed the Collateral Trustee as trustee for the present and future holders of Notes Priority Obligations to receive, hold, maintain, administer, enforce and distribute the Collateral, this Agreement and the other Security Documents, at any time delivered to the Collateral Trustee, and all interests, rights, powers and remedies of the Collateral Trustee thereunder and the proceeds thereof; and

WHEREAS, it is a condition to the issuance of the Notes that each Grantor execute and deliver the applicable Security Documents required to be delivered on or prior to the Issue Date, including this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Holders to purchase the Notes, each Grantor and the Collateral Trustee agree, for the benefit of each Secured Party as follows:

SECTION 1.DEFINITIONS; GRANT OF SECURITY.

1.1General Definitions.  In this Agreement, the following terms shall have the following meanings:

“Account Debtor” shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto.

“Accounts” shall mean all “accounts” as defined in Article 9 of the UCC.  For the avoidance of doubt, the term “Account” shall include, without limitation, all debts, book debts, accounts, claims (including, any claim arising in tort or otherwise), demands and choses in action as well as any right to payment for the sale or lease of Goods or rendition of services, whether or not they have been earned by performance.

“Additional Grantors” shall have the meaning assigned in Section 5.3.

“Agreement” shall have the meaning set forth in the preamble.

“Assigned Agreements” shall mean all agreements and contracts to which a Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time.

“Bankruptcy Law” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Cash Proceeds” shall have the meaning assigned in Section 7.7.

“Chattel Paper” shall mean and include all “chattel paper” as defined in Article 9 of the UCC, including, without limitation, “electronic chattel paper” or “tangible chattel paper,” as each term is defined in Article 9 of the UCC.

“Collateral” shall have the meaning assigned in Section 2.1.

“Collateral Account” shall mean any account established by the Collateral Trustee for the purposes of this Agreement and maintained under the sole dominion and control of the Collateral Trustee.

“Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items to the extent evidencing or containing information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

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“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Collateral Trust and Intercreditor Agreement” shall have the meaning set forth in the preamble.

“Collateral Trustee” shall have the meaning set forth in the preamble.

“Commercial Tort Claims” shall mean all “commercial tort claims” as defined in Article 9 of the UCC and listed on Schedule 4.8 (as such schedule may be amended or supplemented from time to time) in accordance with the terms of this Agreement.

“Commodities Accounts” (i) shall mean all “commodity accounts” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under the heading “Commodities Accounts” (as such schedule may be amended or supplemented from time to time) in accordance with the terms of this Agreement.

“Controlled Foreign Corporation” shall mean (i) “controlled foreign corporation” as defined in the Tax Code and (ii) New Holdco BV and any of its subsidiaries.

“Copyright Licenses” shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(B) (as such schedule may be amended or supplemented from time to time) in accordance with the terms of this Agreement.

“Copyrights” shall mean all United States, and foreign copyrights (including Community designs), including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 4.7(A) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

“Counterpart Agreement” shall mean an agreement substantially in the form of Exhibit B hereto.

“Deposit Accounts” shall mean all “deposit accounts” as defined in Article 9 of the UCC.

“Documents” shall mean all “documents” as defined in Article 9 of the UCC, and shall include, without limitation, for each Grantor all of such Grantor’s bills-of-lading, warehouse receipts or other documents of title.

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“Effective Date” shall mean the date hereof.

“Equipment” shall mean:  (i) all “equipment” as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“Event of Default” shall mean an Event of Default under the Indenture or any other Notes Priority Document which, solely for the purposes of Section 7 of this Agreement, has resulted in the Trustee or any Notes Priority Representative exercising any of its rights under Article 6 of the Indenture or the equivalent provision of any other Notes Priority Document.

“General Intangibles” (i) shall mean all “general intangibles” as defined in Article 9 of the UCC, including “payment intangibles” also as defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Grantor Intellectual Property (in each case, regardless of whether characterized as general intangibles under the UCC).

“General Intercreditor Agreement” means the intercreditor agreement among the Issuer, the Guarantors, the ABL Collateral Agent (as defined therein) and the Collateral Trustee dated as of March 18, 2011.

“Goods” (i) shall mean all “goods” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC).

“Grantor Intellectual Property” shall have the meaning set forth in Section 4.7(a)(ii) herein.

“Grantors” shall have the meaning set forth in the preamble.

“Guarantors” shall have the meaning set forth in the Indenture.

“Holders” shall have the meaning set forth in the recitals.

“Indenture” shall have the meaning set forth in the recitals.

“Instruments” shall mean all “instruments” as defined in Article 9 of the UCC.

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“Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Trustee is the loss payee thereof) and (ii) any key man life insurance policies.

“Intellectual Property” shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses; and all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, the foregoing property and all income, royalties, proceeds and liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to the foregoing property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other such rights; and all internet domain names, know-how and trade secrets.

“Inventory” shall mean (i) all “inventory” as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

“Investment Related Property” shall mean:  (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt and certificates of deposit.

“Issuer” shall have the meaning set forth in the recitals.

“Letter of Credit Right” shall mean “letter-of-credit right” as defined in Article 9 of the UCC.

“Lien” shall mean (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Pledged Equity Interests,  any purchase option, call or similar right of a third party with respect to such Pledged Equity Interests.

“Material Adverse Effect” shall mean a material adverse effect on and/or material adverse developments with respect to (i) the properties, business, assets, liabilities, condition (financial or otherwise) or results of operations of all Holdings (as defined in the General Intercreditor Agreement) and their respective Subsidiaries taken as a whole; (ii) the ability of any Grantor to fully and timely perform its Obligations; (iii) the legality, validity, binding effect or

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enforceability against a Grantor of a Notes Priority Document (as defined in the General Intercreditor Agreement) to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, the Trustee, the Collateral Trustee and any Secured Party under the Notes Priority Documents.

“Money” shall mean “money” as defined in the UCC.

“Non-Assignable Material Contract” shall mean any Material Contract to which any Grantor is a party that by its terms purports to restrict or prevent the assignment or granting of a security interest therein (either by its terms or by any federal or state statutory prohibition or otherwise irrespective of whether such prohibition or restriction is enforceable under Section 9-406 through 409 of the UCC).

“Obligations” shall mean “Notes Priority Obligations” (as such term is defined in the Collateral Trust and Intercreditor Agreement); provided that no obligations in respect of Notes Priority Obligations (other than Existing Indenture Obligations (as such term is defined in the Collateral Trust and Intercreditor Agreement), including obligations under any Additional Notes) shall constitute “Obligations” unless the Notes Priority Representative for the holders of such Notes Priority Obligations and the Issuer have complied with Section 3.9 of the Collateral Trust and Intercreditor Agreement.

“OFAC” shall men the United States Department of the Treasury’s Office of Foreign Assets Control or any successor thereto.

“Parent” shall mean Euramax Holdings, Inc.

“Patent Licenses” shall mean all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(D) (as such schedule may be amended or supplemented from time to time) in accordance with the terms of this Agreement.

“Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 4.7(C) hereto (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Payment Intangible” shall have the meaning given to the term “payment intangible” in the UCC.

“Person” shall mean and include natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock

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companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governmental authorities

“Pledge Supplement” shall mean any supplement to this agreement in substantially the form of Exhibit A.

“Pledged Debt” shall mean all Indebtedness owed to such Grantor, including, without limitation, all Indebtedness described on Schedule 4.4(A) under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), issued by the obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

“Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests.

“Pledged LLC Interests” shall mean, subject to Section 2.2, all interests in any limited liability company including, without limitation, all limited liability company interests listed on Schedule 4.4(A) under the heading “Pledged LLC Interests” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) and the certificates, if any, representing such limited liability company interests and any interest of a Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and, subject to Section 2.2, all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests.

“Pledged Partnership Interests” shall mean, subject to Section 2.2, all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) and the certificates, if any, representing such partnership interests and any interest of a Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and, subject to Section 2.2, all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

“Pledged Stock” shall mean, subject to Section 2.2, all shares of capital stock owned by a Grantor, including, without limitation, all shares of capital stock described on Schedule 4.4(A) under the heading “Pledged Stock” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and, subject to Section 2.2, all dividends, distributions, cash, warrants, rights, options, instruments,

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securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“Pledged Trust Interests” shall mean, subject to Section 2.2, all interests in a Delaware business trust or other statutory trust including, without limitation, all trust interests listed on Schedule 4.4(A) under the heading “Pledged Trust Interests” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.

“Proceeds” shall mean:  (i) all “proceeds” as defined in Article 9 of the UCC, (ii) payments or distributions made with respect to any Investment Related Property (including, without limitation, Pledged Debt and Collateral Accounts) and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

“Receivables” shall mean Accounts (and relating Supporting Obligations) and all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or, subject to Section 2.2, Investment Related Property, together with all of each Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable.

“Record” shall have the meaning specified in Article 9 of the UCC.

“Sanctioned Country” shall mean a country subject to the sanctions programs identified on the list maintained by OFAC and available at the following website or as otherwise published from time to time:  http://www.treas.gov/offices/enforcement/ofac/programs/.

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“Sanctioned Person” shall mean (a) any Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html or as otherwise published from time to time, (b) any agency, authority, or subdivision of the government of a Sanctioned Country, (c) any Person or organization controlled by a Sanctioned Country, or (d) any Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“SEC” shall mean the Securities and Exchange Commission.

“Secured Obligations” shall have the meaning assigned in Section 3.1.

“Secured Parties” shall mean the Collateral Trustee, the Trustee, the Holders and the holders of the Obligations subject to the terms and conditions of the Collateral Trust and Intercreditor Agreement.

“Securities” shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Accounts” shall mean all “securities accounts” as defined in Article 8 of the UCC.

“Security Documents” shall mean, collectively, (i)  this Agreement; (ii) the Collateral Trust and Intercreditor Agreement; (iii) the Mortgages delivered in accordance with the provisions of the Indenture, (in each case, as amended restated, modified, supplemented, extended or replaced from time to time) and (iv) all other security agreements, mortgages, deeds of trust, deeds to secure debt, pledges, collateral assignments and other agreements or instruments evidencing or creating any security interest or Lien in favor of the Collateral Trustee for the benefit of the Secured Parties on account of the Secured Obligations.

“Supporting Obligation” shall mean all “supporting obligations” as defined in Article 9 of the UCC.

“Tax Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“Trade Secret Licenses” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(G) (as such schedule may be amended or supplemented from time to time).

“Trade Secrets” shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not such Trade Secret has been reduced to a writing

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or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, including but not limited to: (i) the right to sue for past, present and future misappropriation or other violation of any Trade Secret, and (ii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Trademark Licenses” shall mean any and all agreements providing for the granting of any right in or to Trademarks (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(F) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement).

“Trademarks” shall mean all United States, and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and applications referred to in Schedule 4.7(E) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“UCC” means the Uniform Commercial Code (or any successor statute), as adopted and in force in the State of New York or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state.

“United States” shall mean the United States of America.

1.2Definitions; Interpretation.  All capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture and the Collateral Trust and Intercreditor Agreement, as applicable, or, if not defined therein, in the UCC.  References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise specifically provided.  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.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  All references herein to provisions of the UCC shall include all successor provisions under any subsequent version

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or amendment to any Article of the UCC.  In the event of any conflict or inconsistency between the provisions of this Agreement, the Indenture, the General Intercreditor Agreement or the Collateral Trust and Intercreditor Agreement, the provisions of the General Intercreditor Agreement shall control.

SECTION 2.GRANT OF SECURITY.

2.1Grant of Security.  Each Grantor hereby grants to the Collateral Trustee for the ratable benefit of the Secured Parties a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property and fixtures of such Grantor including, but not limited to the following, in each case whether now owned or existing or hereafter created, acquired or arising and wherever located (all of which, except as provided in Section 2.2, being hereinafter collectively referred to as the “Collateral”):

(a)Accounts;

(b)Chattel Paper;

(c)Documents;

(d)General Intangibles;

(e)Goods, including, without limitation, Inventory and Equipment;

(f)Instruments;

(g)Insurance;

(h)Intellectual Property;

(i)Investment Related Property;

(j)Letter of Credit Rights;

(k)Money;

(l)Receivables and Receivable Records;

(m)Commercial Tort Claims described on Schedule 4.8 or any Pledge Supplement;

(n)to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

(o)to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

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2.2Certain Limited Exclusions.  Notwithstanding anything herein to the contrary, in Section 2.1 hereof or anything else, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, or shall the security interest granted under Section 2.1 hereof attach to (clauses (a) to (m) collectively, the “Excluded Assets”):

(a)any Intellectual Property, lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Law) or principles of equity); provided, however, that the Collateral shall include, and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above;

(b)any assets (other than accounts receivable or inventory) of any Grantor, which are subject to or secured by a Capital Lease Obligation or purchase money indebtedness permitted by clause (5) of the definition of “Permitted Debt” (as defined in the Indenture) so long as the documents governing such Capital Lease Obligation or purchase money indebtedness do not permit other liens on such assets;

(c)any of the outstanding voting capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Tax Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation directly owned by any Grantor;

(d)(i) any intent-to-use (ITU) United States trademark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a), or examined and accepted, respectively, by the United States Patent and Trademark Office, in each case, only to the extent the grant of security interest in such intent-to-use Trademark is in violation of 15 U.S.C. §1060 and only unless and until a “Statement of Use” or “Amendment to Allege Use” is filed, has been deemed in conformance with 15 U.S.C. §1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office at which point such Trademarks shall automatically be included as Collateral, (ii) any property or assets owned by any Excluded Subsidiary (subject to such Excluded Subsidiary otherwise becoming a Guarantor to the extent required by the terms of the Indenture) or any Unrestricted Subsidiary and (iii) any property or assets owned by Parent that is not owned by the Issuer

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or its Restricted Subsidiaries and (iv) any of the outstanding capital stock of any Unrestricted Subsidiary;

(e)any Capital Stock and other securities of a Subsidiary to the extent that the pledge of such Capital Stock and other securities results in the Issuer being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant notes affected.  In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Capital Stock secures the notes affected thereby, then the Capital Stock of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant notes affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement.  In such event, the Security Documents may be amended or modified, without the consent of any holder of such notes, to the extent necessary to release the security interests in favor of such creditor on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral for the relevant notes.  In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock to secure the notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then such excess amount of the Capital Stock of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant notes unless such excess amount is otherwise an Excluded Asset;

(f)Commercial Tort Claims of less than $10.0 million;

(g)pledges and security interests prohibited by, or requiring any consent of any governmental authority pursuant to, law, rule or regulation;

(h)Equity Interests in any joint venture with a third party that is not an Affiliate, to the extent a pledge of such Equity Interests is prohibited by the documents covering such joint venture;

(i)(i) deposit or securities accounts the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Issuer or any Guarantor to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of the Issuer or its Subsidiaries and (b) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3 102 on behalf of employees of the Issuer or its Subsidiaries, and (ii) all segregated deposit or securities accounts constituting (and the balance of which consists solely of funds set aside in connection with) payroll accounts and trust accounts; and

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(j)proceeds and products of any of the foregoing to the extent they constitute Excluded Asset described in clauses (a) through (i).

Notwithstanding the foregoing, (i) in the event of the amendment of the United States Internal Revenue Code of 1986, as amended, to allow the pledge in excess of 65% of the voting power of all classes of capital stock of any Controlled Foreign Corporation entitled to vote without adverse tax consequences, the Issuer will use its commercially reasonable efforts to grant a security interest in such Capital Stock directly owned by any Grantor, subject to the limitations of paragraph (c) above, and (ii) in the event of any change in facts and circumstances (including but not limited to the modification, amendment or interpretation of Rule 3-16 of Regulation S-X under the Securities Act) that would permit the pledge of all or a portion of the Capital Stock of a Subsidiary formed under the laws of the Netherlands in excess of the amount then pledged without the filing of separate financial statements of such Subsidiary with the SEC (or any other governmental agency), the Issuer will use its commercially reasonable efforts to grant a security interest in such Capital Stock, subject to the limitations of paragraphs (c), (d) and (e) above.

Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the General Intercreditor Agreement and the Collateral Trust and Intercreditor Agreement and, to the extent provided therein, the applicable Security Documents.  Notwithstanding anything herein to the contrary, with respect to the ABL Priority Collateral, until the ABL Obligations (as defined in the General Intercreditor Agreement) are terminated as set forth in the General Intercreditor Agreement, any obligation of the Issuer and any other Grantor hereunder or under any other Security Document (as defined in the General Intercreditor Agreement) with respect to the delivery or control of any ABL Priority Collateral shall be deemed to be satisfied if the Issuer or such Grantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Security Documents (as defined in the General Intercreditor Agreement).  Until the ABL Obligations are terminated as set forth in the General Intercreditor Agreement, the delivery of any ABL Priority Collateral to the ABL Collateral Agent (as defined in the General Intercreditor Agreement) pursuant to the ABL Security Documents shall satisfy any delivery requirement hereunder or under any other Security Document.  Other than with respect to delivery or control of any ABL Priority Collateral, each Grantor agrees that, in the event any Grantor takes any action to grant or perfect a Lien in favor of the ABL Collateral Agent (as defined in the General Intercreditor Agreement), such Grantor shall also take such action to grant or perfect a Lien (subject to the General Intercreditor Agreement) in favor of the Collateral Trustee to secure the Secured Obligations without request of the Collateral Trustee.

SECTION 3.SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1Security for Obligations.  This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law, 11 U.S.C. § 362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the “Secured Obligations”).

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3.2Continuing Liability Under Collateral.  Notwithstanding anything herein to the contrary but subject to the transfer of Pledged Equity Interests to the Collateral Trustee or its nominee upon foreclosure after an Event of Default, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Trustee or any Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Trustee nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Trustee nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the Collateral Trustee of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4.REPRESENTATIONS AND WARRANTIES AND COVENANTS.

4.1Generally.

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Effective Date, that:

(i)it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, will, except as permitted by the Indenture, continue to own or have such rights in each item of the Collateral, in each case free and clear of any and all Liens, rights or claims of all other Persons, including, without limitation, liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as debtor under a security agreement entered into by another Person other than Permitted Liens;

(ii)it has indicated on Schedule 4.1(A) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement):  (w) the type of organization of such Grantor, (x) the jurisdiction of organization of such Grantor, (y) its organizational identification number and (z) the jurisdiction where the chief executive office or its sole place of business (or the principal residence if such Grantor is a natural person) is located;

(iii)the full legal name of such Grantor is as set forth on Schedule 4.1(A) (as such schedule may be amended or supplemented from time to time) and it has not done in the last five (5) years, and does not do, business under any other name except for those names set forth on Schedule 4.1(B) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement);

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(iv)except as provided on Schedule 4.1(C) (as such schedule may be amended or supplemented from time to time), it has not changed its name, jurisdiction of organization or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five (5) years;

(v)except in connection with Permitted Liens, it has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not heretofore been terminated other than the agreements identified on Schedule 4.1(D) hereof (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement);

(vi)(v) upon the filing of all UCC financing statements naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 4.1(E) hereof (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), (w) upon delivery of all Instruments, Chattel Paper and certificated Pledged Equity Interests and Pledged Debt, (x) upon sufficient identification of Commercial Tort Claims, (y) upon consent of the issuer with respect to Letter of Credit Rights, and (z) to the extent not subject to Article 9 of the UCC, upon recordation of the security interests in registered or applied for Grantor Intellectual Property (other than any foreign Intellectual Property, to the extent such foreign Intellectual Property cannot be perfected in the United States) in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Trustee hereunder constitute valid and perfected first priority Liens (subject in the case of priority only to Permitted Liens and to the rights of the United States government (including any agency or department thereof) with respect to United States government Receivables) on all of the Collateral;

(vii)all actions and consents, including all filings, notices, registrations and recordings necessary or reasonably desirable for the exercise by the Collateral Trustee of the voting or other rights provided for in this Agreement or the exercise of remedies in respect of the Collateral have been made or obtained;

(viii)other than the financing statements filed in favor of the Collateral Trustee, no effective UCC financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for (x) financing statements for which proper termination statements have been delivered to the Collateral Trustee for filing or for which payoff and Lien release letters containing authority to file such termination statements have been delivered to Agent, in each case, which termination statements or letters have been duly authorized by the applicable secured party of record and (y) financing statements filed in connection with Permitted Liens;

(ix)no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body that has not been made or obtained

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is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Trustee hereunder or (ii) the exercise by Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (vii) above, (B) other immaterial authorizations, approvals, actions, notices or filings and (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities;

(x)except as could not reasonably be expected to result, either individually or in the aggregate in a Material Adverse Effect, all information supplied by any Grantor with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects;

(xi)none of the Collateral constitutes, or is the Proceeds of, “farm products” (as defined in the UCC);

(xii)it does not own any “as extracted collateral” (as defined in the UCC) or any timber to be cut; and

(xiii)such Grantor has been duly organized  as an entity of the type as set forth opposite such Grantor’s name on Schedule 4.1(A) (as such schedule may be amended or supplemented from time to time) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 4.1(A) and remains duly existing as such.  Such Grantor has not filed any certificates of domestication, transfer or continuance in any other jurisdiction.

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein;

(ii)it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect, any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;

(iii)it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), chief executive office, or jurisdiction of organization unless it shall, promptly after such change, and in no event later than 15 days after such change (a) notify the Collateral Trustee in writing, by executing and delivering to the Collateral Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, identifying such new name, identity, corporate structure, chief executive

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office, jurisdiction of organization and providing such other information in connection therewith as the Collateral Trustee may reasonably request and (b) take all actions deemed reasonably necessary to maintain the continuous validity, perfection and the same or better priority of the Collateral Trustee’s security interest in the Collateral intended to be granted and agreed to hereby;

(iv)except to the extent otherwise expressly permitted by the Indenture, it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being Properly Contested; provided, such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment;

(v)it shall not take or permit any action which could materially impair Collateral Trustee’s rights in the Collateral; and

(vi)it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as otherwise permitted in accordance with the Indenture.

4.2Equipment and Inventory.

(a)Representations and Warranties.  Each Grantor represents and warrants, on the Effective Date that:

(i)all of the Equipment and Inventory included in the Collateral is located only at the locations specified in Schedule 4.2 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), except for (A) Inventory which, in the ordinary course of business, (i) is in transit from, or has been purchased by a Grantor and not yet shipped by, a supplier to a Grantor, (ii) is in transit to, or has been delivered to but not yet paid for by, a customer or (iii) which has been delivered by a Grantor to a subcontractor for secondary processing and (B) other mobile goods, Equipment or Inventory with an aggregate book value of up to $1,000,000; and

(ii)except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, any Goods now or hereafter produced by any Grantor included in the Collateral have been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended; and

(iii)none of the Inventory or Equipment is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor or otherwise in the possession of a bailee or a warehouseman (except for mobile goods, Equipment or Inventory with an aggregate net book value of up to $1,000,000.

(b)Covenants and Agreements.  Each Grantor covenants and agrees that:

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(i)it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;

(ii)it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Trustee;

(iii)it shall not return any of its Inventory to a supplier or vendor thereof, or any other Person, whether for cash, credit against future purchases or then existing payables, or otherwise, unless (i) such return is in the ordinary course of business of such Grantor and such Person; (ii) no Default or Event of Default exists or would result therefrom; and (iii) any payments received by such Grantor in connection with any such return are promptly turned over to Collateral Trustee for application to the Secured Obligations;

(iv)it shall not acquire or accept Inventory on consignment or approval unless the aggregate value of such Inventory on hand at any time is less than $250,000 and will use its best efforts to insure that all Inventory that is produced in the United States of America will be produced in accordance with the Fair Labor Standards Act, as amended;

(v)it shall not sell Inventory to any customer on approval or any other basis upon which the customer has a right to return or obligates any Grantor to repurchase such Inventory unless the aggregate value of such Inventory at any time is less than $250,000;

(vi)it shall produce, use, store and maintain all Inventory with all reasonable care and caution in accordance with applicable standards of any insurance and in conformity with applicable law (including the requirements of the Fair Labor Standards Act, as amended) and will maintain current rent payments (within applicable grace periods provided for in leases) at all locations at which any Inventory is maintained or stored;

(vii)if any Equipment or Inventory comes into the possession or control of any third party, (other than a supplier, customer or subcontractor in the ordinary course of business as described in Section 4.2(a)(i), above), each Grantor shall, as a condition to entering into any such arrangement in respect of Equipment or Inventory (unless the aggregate net book value of such Equipment or Inventory at such time is less than $1,000,000), upon request of the ABL Collateral Agent pursuant to the ABL Security Documents, notify the third party of the Collateral Trustee’s security interest and use its commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Trustee; and

(viii)with respect to Equipment with net book value in excess of $100,000 individually or $1,000,000 in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of Agent, such Grantor shall (A) provide information with respect to any such Equipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication

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of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Trustee copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.

4.3Receivables.

(a)Representations and Warranties.  Each Grantor represents and warrants, on the Effective Date, that:

(i)Except as otherwise permitted pursuant to the Indenture, each Receivable owing by any single Account Debtor (a) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (b) is and will be genuine and enforceable in accordance with its terms, (c) is not and will not be subject to any deduction or discount (other than as stated in the invoice), any setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise), (d) arises from a bona fide sale of goods or delivery of services in the ordinary course and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (e) is free of all Liens; (f) is for a liquidated amount maturing as stated in the invoice therefor, and (g) is and will be in compliance with all applicable laws, whether federal, state, local or foreign;

(ii)except as otherwise permitted pursuant to the Indenture, none of the Account Debtors in respect of any Receivable is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign.  No Receivable requires the consent of the Account Debtor in respect thereof in connection with the pledge hereunder, except those for which any consent required has been obtained;

(iii)no Receivable in excess of $100,000 individually or $1,000,000 in the aggregate is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the control of, the Collateral Trustee to the extent required by, and in accordance with Section 4.3(c); and

(iv)to the best of such Grantor’s knowledge, there are no facts, events or occurrences which are reasonably likely to impair the validity or enforceability of such Receivable or reduce the amount payable thereunder from the face amount of the invoice and statements delivered to the Collateral Trustee with respect thereto.

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)it shall keep and maintain at its own cost and expense complete records of the Receivables as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with

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GAAP, including, but not limited to, the originals of all documentation with respect to all such Receivables and records of all payments received and all credits granted on such Receivables, all merchandise returned and all other dealings therewith;

(ii)it shall not amend, modify, terminate or waive any provision of any Receivable in any manner that could reasonably be expected to have a Material Adverse Effect.  Other than in the ordinary course of business, and during the continuance of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon;

(iii)to the extent that any Grantor does grant any discounts, allowances or credits pursuant to clause (ii) above or otherwise that are not shown on the face of the invoice for the Receivable involved, such Grantor shall report in writing such discounts, allowances or credits, as the case may be to the Collateral Trustee, and if any amounts due and owing in excess of $100,000 are in dispute between any Grantor and any Account Debtor, or if any returns are made in excess of $100,000 with respect to any Receivables owing from an Account Debtor, such Grantor shall provide the Collateral Trustee with written notice thereof, explaining in detail the reason for the dispute or return, all claims related thereto and the amount in controversy;

(iv)if a Receivable of any Grantor includes a charge for any taxes payable to any Governmental Authority, each Grantor authorizes the Collateral Trustee, in the Collateral Trustee’s sole discretion, to pay the amount thereof to the proper taxing authority for the account of such Grantor and to charge Grantor therefor under the Indenture; provided, however, that the Collateral Trustee shall not be liable for any taxes that may be due by Grantors; and, provided further, that the Collateral Trustee shall have no liability whatsoever for its failure to pay such amount;

(v)whether or not a Default or an Event of Default exists, the Collateral Trustee shall have the right during reasonable business hours and (so long as no Default or Event of Default exists) no more often than quarterly, in the name of the Collateral Trustee, any designee of Agent or any Grantor to verify the validity, amount or any other matter relating to any Receivables of such Grantor by mail, telephone, telegraph or otherwise, and each Grantor shall cooperate fully with the Collateral Trustee in an effort to facilitate and promptly conclude any such verification process;

(vi)except as otherwise provided in this subsection, each Grantor shall during the continuance of an Event of Default take such action as such Grantor or the Collateral Trustee may deem reasonably necessary to exercise all material rights it may have under Receivables.  Notwithstanding the foregoing, the Collateral Trustee shall have the right at any time during the continuance of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Trustee’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Trustee may:  (1)

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direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustee; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Trustee; and (3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.  If the Collateral Trustee notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Trustee, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Trustee hereunder and shall be segregated from other funds of such Grantor and, subject to paragraph (i) above, such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon;

(vii)it shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable; and

(viii)to the best of such Grantor’s knowledge, it shall not create or accept any Account, Instrument, Chattel Paper or other obligation of any kind due from or owed by a Sanctioned Person or own any Chattel Paper in the form of a lease where the lessee thereunder is a Sanctioned Person, and shall promptly notify the Collateral Trustee in writing of any Account Debtor’s status as a Sanctioned Person.

(c)Delivery and Control of Receivables.  With respect to any Receivables in excess of $100,000 individually or $500,000 in the aggregate that are evidenced by, or constitute, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the Collateral Trustee (or its agent or designee) appropriately indorsed to the Collateral Trustee or indorsed in blank:  (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein.  With respect to any Receivables in excess of $100,000 individually or $500,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all commercially reasonable steps necessary to give the Collateral Trustee control over such Receivables (within the meaning of Section 9-105 of the UCC):  (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein.  Any Receivable not otherwise required to be delivered or subjected to the control of the Collateral Trustee in accordance

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with this subsection (c) shall be delivered or subjected to such control upon request of the Collateral Trustee during the continuance of an Event of Default.

4.4Investment Related Property.

4.4.1Investment Related Property Generally

(a)Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)Subject to the limitation described in Section 2.2 with respect to the capital stock of any Controlled Foreign Corporation, in the event it acquires rights in any Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, it shall deliver to the Collateral Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property.  Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Trustee shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;

(ii)except as provided in the next sentence, in the event such Grantor receives any payments, dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such payments, dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall within ten (10) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Trustee over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Trustee) and pending any such action such Grantor shall be deemed to hold such payments, dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Trustee and shall segregate such payments, dividends, interests, distributions, Securities or other property from all other property of such Grantor.  Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Trustee authorizes each Grantor to retain all cash dividends and distributions and all payments of interest and principal; and

(iii)each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to the Collateral Trustee.

(b)Delivery and Control.

(i)currently has rights and which is included in the Collateral it shall comply with the provisions of this Section 4.4.1(b) on or before the date hereof and with respect to any Investment Related Property hereafter acquired by such Grantor and which is included

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in the Collateral, it shall comply with the provisions of this Section 4.4.1(b) within (10) days upon acquiring rights therein.  With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) and which is included in the Collateral, it shall cause such certificate or instrument to be delivered to the Collateral Trustee, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC.  With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account) each Grantor shall cause the issuer (in the case of Pledged Equity Interests issued by a Subsidiary of a Grantor, mutual funds and other open-ended investments funds), and such Grantor shall use its commercially reasonable efforts to cause the issuer (in the case of all other Investment Related Property) of such uncertificated security, to either (i) register the Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement pursuant to which such issuer agrees to comply with the Collateral Trustee’s instructions with respect to such uncertificated security without further consent by such Grantor.

(ii)Notwithstanding anything to the contrary, the Grantors shall not be required to execute and deliver any agreements, pledges, certificates or other documents to perfect Collateral Trustee’s security interest in the Capital Stock of Euramax International Holdings, B.V. ( “Dutch Holdings”); provided that to the extent Dutch Holdings is not liquidated within 90 days from the date hereof, Euramax shall promptly execute and deliver a deed of pledge governed by Dutch law with respect to the Capital Stock of the Dutch Holdings and take all other necessary actions to perfect Collateral Trustee’s security interest in such Capital Stock  which security interest of the Collateral Trustee shall terminate once the liquidation of Dutch Holdings is completed and Dutch Holdings no longer exists.

(c)Voting and Distributions.  So long as no Event of Default shall have occurred and be continuing:

(1)except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Security Documents, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Security Documents;

(2)the Collateral Trustee, at Grantor’s expense, shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and

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(3)Upon the occurrence and during the continuation of an Event of Default:

(A)all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and

(B)in order to permit the Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Trustee may utilize the power of attorney set forth in Section 6.1.

4.4.2Pledged Equity Interests

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Effective Date, that:

(i)Schedule 4.4(A) (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Pledged Stock, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule;

(ii)except as set forth on Schedule 4.4(B), it has not acquired any equity interests of another entity or substantially all the assets of another entity within the past five (5) years;

(iii)it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons other than Permitted Liens and except as described in Schedule 4.4(A), there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

(iv)without limiting the generality of Section 4.1(a)(v), except as described in Schedule 4.4(A), no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Trustee in any Pledged Equity Interests

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or the exercise by the Collateral Trustee of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof;

(v)except as described in Schedule 4.4(A), none of the Pledged LLC Interests nor Pledged Partnership Interests are or represent interests in issuers that: (a) are registered as investment companies or (b) are dealt in or traded on securities exchanges or markets; and

(vi)except as otherwise set forth on Schedule 4.4(C), all of the Pledged LLC Interests and Pledged Partnership Interests are or represent interests in issuers that have opted to be treated as securities under the uniform commercial code of any jurisdiction.

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)unless otherwise permitted under the Indenture or without the prior written consent of the Collateral Trustee, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of the Collateral Trustee’s security interest, (b) permit any issuer of any Pledged Equity Interest to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) permit any issuer of any Pledged Equity Interest to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Trustee in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Trustee’s “control” thereof;

(ii)Except as otherwise permitted under the Security Documents, without the prior written consent of the Collateral Trustee, it shall not permit any issuer of any Pledged Equity Interest to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a Controlled

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Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2.2; and

(iii)such Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Trustee and, without limiting the foregoing, consents following the occurrence and during the continuance of an Event of Default that is continuing to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Trustee or its nominee following an Event of Default and to the substitution of the Collateral Trustee or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

4.4.3Pledged Debt

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Effective Date, that Schedule 4.4 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) sets forth under the heading “Pledged Debt” all of the Pledged Debt that constitutes Indebtedness owned by such Grantor and included in the Collateral; to its knowledge, all of such Pledged Debt has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting rights of creditors and general principles of equity and is not in default and constitutes all of the issued and outstanding Indebtedness of Grantors; and

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that it shall deliver all Instruments evidencing Pledged Debt to Agent and notify the Collateral Trustee in writing of any default under any Pledged Debt that has caused, either in any individual case or in the aggregate, a Material Adverse Effect.  Upon the occurrence and during the continuance of an Event of Default, the Collateral Trustee shall have the right, upon notice to Grantors, to transfer all or any portion of the Pledged Debt constituting Collateral to its name or the name of its nominee or agent.  In addition, Agent shall have the right at any time during the continuance of an Event of Default, upon notice to any Grantor, to exchange any certificates or instruments representing any Pledged Debt constituting Collateral for certificates or instruments of smaller or larger denominations.

4.5Material Contracts.

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Effective Date and immediately after the payment in full of all obligations outstanding under the Indenture, that Schedule 4.5 (as such schedule may be amended or supplemented from time to time) contains a true, correct and complete list of all the Material Contracts to which such Grantor has rights on the Effective Date, and except as described thereon, all such Material Contracts are in full force and effect on the Effective Date and no defaults exist thereunder on the Effective Date

(b)Each Grantor hereby covenants and agrees that:

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(i)after the occurrence and during the continuance of an Event of Default, such Grantor shall furnish to the Collateral Trustee true and complete copies (including any amendments or supplements thereof) of all Material Contracts to which it is a party;

(ii)in addition to any rights under the Section of this Agreement relating to Receivables, the Collateral Trustee may at any time during the continuance of an Event of Default notify, or require any Grantor to so notify, the counterparty on any Material Contract of the security interest of the Collateral Trustee therein.  In addition, after the occurrence and during the continuance of an Event of Default, the Collateral Trustee may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Trustee;

(iii)it shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor or Agent may deem necessary or advisable;

(iv)it shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Material Contract; and

(v)such Grantor shall, within thirty (30) days of the date hereof with respect to any Non-Assignable Material Contract in effect on the date hereof and within thirty (30) days after entering into any Non-Assignable Material Contract after the Closing Date, request in writing the consent of the counterparty or counterparties to the Non-Assignable Material Contract pursuant to the terms of such Non-Assignable Material Contract or applicable law to the assignment or granting of a security interest in such Non-Assignable Material Contract to the Collateral Trustee on behalf of the Secured Party and use its commercially reasonable efforts to obtain such consent as soon as practicable thereafter; provided that if a Grantor is unable to obtain such consent, the requirements of this Section 4.5(b)(v) shall be satisfied where such Grantor delivers a certificate to the Collateral Trustee, which shall be reasonably satisfactory to the Collateral Trustee, certifying that it used its commercially reasonable efforts and was unable to obtain such consent.

4.6[RESERVED].

4.7Intellectual Property.

(a)Representations and Warranties.  Except as disclosed in Schedule 4.7(H) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), each Grantor hereby represents and warrants, on the Effective Date, that:

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(i)Schedule 4.7 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) sets forth a true and complete list of (i) all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Grantor and (ii) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses material to the business of such Grantor;

(ii)it solely owns and possesses all right, title, and interest in and to the Patents, Trademarks and Copyrights listed on Schedule 4.7 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) (“Grantor Intellectual Property”), and owns or has the valid right to use all other Intellectual Property used in or necessary to conduct its business, free and clear of all Liens, claims, encumbrances and licenses, except for Permitted Liens, license agreements executed in the normal course of business consistent with past practice and the licenses set forth on Schedule 4.7(B), (D), (F) and (G) (as each may be amended or supplemented from time to time in accordance with the terms of this Agreement);

(iii)all Grantor Intellectual Property is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and each Grantor has performed all acts necessary and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Grantor Intellectual Property in full force and effect, except to the extent that a particular Patent, Trademark or Copyright is not material to, or useful in, the business of such Grantor;

(iv)except as set forth in Schedule 4.7(H), no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority and no action or proceeding before any court or administrative authority is pending or, to the best of such Grantor’s knowledge, threatened challenging the validity of, (A) such Grantor’s right to register any Grantor Intellectual Property owned by or licensed to such Grantor, or (B) such Grantor’s rights to own or use any material Intellectual Property owned by or licensed to, or otherwise used by such Grantor;

(v)all registrations and applications for Grantor Intellectual Property are standing in the name of a Grantor, and none of the Grantor Intellectual Property has been licensed by any Grantor to any Affiliate or third party, except as disclosed in Schedule 4.7(B), (D), (F), or (G) (as each may be amended or supplemented from time to time in accordance with the terms of this Agreement) and except for licenses executed in the ordinary course of business consistent with past practice;

(vi)each Grantor uses appropriate statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents, and appropriate notice of copyright in connection with the publication of Copyrights material to the business of such Grantor, in each case, to the extent necessary and proper;

(vii)each Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or

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in connection with all Trademark Collateral material to the business of such Grantor and takes all action necessary to insure that all licensees of  the Trademark Collateral material to the business of such Grantor owned by such Grantor use such adequate standards of quality;

(viii)except as set forth in Schedule 4.7(H), and except as would not have, individually or in the aggregate, a Material Adverse Effect, the conduct of such Grantor’s business does not infringe upon or otherwise violate any Trademark, Patent, Copyright, Trade Secret or other  intellectual property right owned by a third party and, to the best of each Grantor’s knowledge, no claim is pending against Grantor that any Intellectual Property owned or used by Grantor (or any of its respective licensees) violates the asserted rights of any third party;

(ix)to the best of such Grantor’s knowledge, no third party is infringing upon or otherwise violating any rights in any material Intellectual Property owned or used by such Grantor;

(x)to the best of such Grantor’s knowledge, no settlement or consents, covenants not to sue, nonassertion assurances, or releases to which Grantor is bound are in force that adversely affect Grantor’s rights to own or use any Grantor Intellectual Property material to the business of such Grantor; and

(xi)to the best of such Grantor’s knowledge and except in connection with Permitted Liens or as otherwise permitted under the Security Documents, each Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale, transfer, or exclusive license of any Intellectual Property owned by and material to the business of such Grantor that has not been terminated or released.

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that until payment in full of all Obligations (other than unmatured contingent obligations):

(i)it shall not do any act or omit to do any act whereby any of the Grantor Intellectual Property which is material to the business of Grantor in its reasonable business judgment may lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;

(ii)it shall not, with respect to any Trademarks which are material to the business of any Grantor in its reasonable business judgment, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality;

(iii)it shall, within thirty (30) days of the creation or acquisition of any Copyrightable work the registration of which is material to the business of Grantor, apply to

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register the Copyright in the United States Copyright Office when such registration is deemed necessary by the Grantor exercising its reasonable business judgment;

(iv)it shall promptly notify the Collateral Trustee in writing if it knows that any item of the Grantor Intellectual Property that is material to the business of any Grantor may become (a) abandoned or dedicated to the public or placed in the public domain, (b) invalid or unenforceable, or (c) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court;

(v)it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Grantor Intellectual Property including, but not limited to, those items on Schedule 4.7(A), (C) and (E) (as each may be amended or supplemented from time to time in accordance with the terms of this Agreement);

(vi)in the event that any material Intellectual Property owned by or exclusively licensed to any Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall, as it deems necessary in the exercise of its reasonable business judgment, promptly take all commercially reasonable actions to stop such infringement, misappropriation,  or dilution and protect its rights in such Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages;

(vii)it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Trustee (i) the filing of any application to register any Intellectual Property owned by the Grantor with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property owned by the Grantor by any such office, in each case by executing and delivering to the Collateral Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto;

(viii)at the time of delivery of the quarterly and annual financial statements pursuant to Section 4.03 of the Indenture, it shall deliver to the Collateral Trustee an Intellectual Property Security Agreement, substantially in the form of Exhibit C attached hereto, together with all supplements and schedules thereto, and any other document required to acknowledge, confirm, register, record, or perfect the Collateral Trustee’s interest in any part of the Grantor Intellectual Property, whether now owned or hereafter acquired;

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(ix)except with the prior written consent of the Collateral Trustee or as permitted under the Indenture, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments that remain in effect, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Trustee and each Grantor shall not sell, assign, transfer, grant an exclusive license otherwise outside of the ordinary course of business, consistent with past practice, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created or permitted by and under this Agreement;

(x)it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts;

(xi)it shall take all commercially reasonable steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents, except to the extent that a Trade Secret is no longer material or necessary to the business of such Grantor or the Trade Secret no longer derives substantial value from not being known to the public, as determined by such Grantor in its reasonable business judgment;

(xii)it shall use proper statutory notice in connection with its use of any of the Intellectual Property where necessary and proper; and

(xiii)it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Grantor Intellectual Property or any portion thereof.  In connection with such collections, each Grantor may take (and, at the Collateral Trustee’s reasonable direction, shall take) such action as such Grantor or, after the occurrence and during the continuance of an Event of Default, the Collateral Trustee may deem reasonably necessary or advisable to enforce collection of such amounts.  Notwithstanding the foregoing, the Collateral Trustee shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

4.8Commercial Tort Claims.

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Effective Date, that Schedule 4.8 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) sets forth all Commercial Tort Claims of each Grantor in excess of $10,000,000 in the aggregate; and

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that, with respect to any Commercial Tort Claim in excess of $10,000,000 in the aggregate hereafter arising it shall deliver to the Collateral Trustee a completed Pledge Supplement, substantially

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in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

SECTION 5.ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.

5.1Further Assurances.

(a)Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted hereby or to enable the Collateral Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

(i)file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary or desirable in order to perfect and preserve the security interests granted or purported to be granted hereby;

(ii)at Collateral Trustee’s request, execute and deliver such agreements, instruments, deeds, pledges, certificates and other documents, and take all other actions, as may be reasonably requested by Collateral Trustee pursuant to the terms of this Agreement to perfect Collateral Trustee’s security interest in the Capital Stock of any first-tier Foreign Subsidiary of a Grantor;

(iii)take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Grantor Intellectual Property with any intellectual property registry in which said Grantor Intellectual Property is registered or in which an application for registration is pending including, without limitation, the United States Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing;

(iv)during the continuance of an Event of Default, upon request by the Collateral Trustee and  in accordance with the provisions of the Indenture, assemble the Collateral and allow inspection of the Collateral by the Collateral Trustee, or persons designated by the Collateral Trustee; and

(v)at the Collateral Trustee’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Trustee’s security interest in all or any part of the Collateral.

(b)Each Grantor hereby authorizes the Collateral Trustee to file a Record or Records, including, without limitation, financing or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as the Collateral Trustee may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Collateral Trustee herein.  Such financing statements may describe the Collateral in the same manner

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as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.”  Each Grantor shall furnish to the Collateral Trustee from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Trustee may reasonably request, all in reasonable detail.

(c)Each Grantor shall modify this Agreement by amending Schedule 4.7 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) to include reference to any right, title or interest in any existing Grantor Intellectual Property or any Grantor Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest and shall provide a copy of such amended schedule to the Collateral Trustee.

5.2Additional Grantors.  From time to time subsequent to the date hereof, additional Persons that are not Excluded Subsidiaries may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Counterpart Agreement substantially in the form of Exhibit B hereto.  Upon delivery of any such Counterpart Agreement to the Collateral Trustee, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto.  Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder.  This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 6.COLLATERAL TRUSTEE APPOINTED ATTORNEY-IN-FACT.

6.1Power of Attorney.  Each Grantor hereby irrevocably appoints the Collateral Trustee (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Trustee or otherwise, from time to time in the Collateral Trustee’s reasonable discretion to take any action at the direction of the Holders of majority in the aggregate principal amount of the Notes and to execute any instrument that the is necessary to accomplish the purposes of this Agreement, including, without limitation, the following:

(a)upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Trustee pursuant to the Indenture;

(b)upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

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(c)upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

(d)upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Trustee may be directed to take by the Holders of majority in the aggregate principal amount of the Notes for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Trustee with respect to any of the Collateral;

(e)to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Grantor Intellectual Property in the name of such Grantor as debtor;

(f)upon the occurrence and during the continuance of any Event of Default, to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Trustee in its sole discretion, any such payments made by the Collateral Trustee to become obligations of such Grantor to the Collateral Trustee, due and payable immediately without demand; and

(g)upon the occurrence and during the continuance of any Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and to do, at the Collateral Trustee’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Trustee deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Trustee’s security interest therein in accordance with the terms of this Agreement, all as fully and effectively as such Grantor might do.

6.2No Duty on the Part of Collateral Trustee or Secured Parties.  The powers conferred on the Collateral Trustee hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Trustee or any Secured Party to exercise any such powers.  The Collateral Trustee and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment or order.

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SECTION 7.REMEDIES.

7.1Generally.

(a)If any Event of Default shall have occurred and be continuing, the Collateral Trustee may, subject to the terms of and in the manner contemplated by the General Intercreditor Agreement, exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(i)require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Trustee forthwith, assemble all or part of the Collateral as directed by the Collateral Trustee and make it available to the Collateral Trustee at a place to be designated by the Collateral Trustee that is reasonably convenient to both parties;

(ii)enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(iii)prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Trustee deems appropriate;

(iv)obtain the appointment of a receiver, without notice of any kind whatsoever, to take possession of the Collateral and to exercise such rights and powers as the court appointing such receiver shall confer upon such receiver; and

(v)without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Trustee’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Trustee may deem commercially reasonable.

(b)The Collateral Trustee at the direction of the Holders of majority in the aggregate principal amount of the Notes or any Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Trustee, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Trustee at such sale.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby

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waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor agrees that it would not be commercially unreasonable for the Collateral Trustee to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets.  Each Grantor hereby waives any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee accepts the first offer received and does not offer such Collateral to more than one offeree, provided this section shall not restrict the operation of Section 9-615(f) of the UCC.  If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the reasonable fees and expenses of one special counsel (and, if necessary, one local counsel in each relevant jurisdiction) appointed by the Collateral Trustee to collect such deficiency.  Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Trustee, that the Collateral Trustee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities.  Nothing in this Section shall in any way alter the rights of the Collateral Trustee hereunder.

(c)The Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral.  The Collateral Trustee may specifically disclaim or modify any warranties of title or the like.  This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(d)The Collateral Trustee shall have no obligation to marshal any of the Collateral.

7.2Application of Proceeds.  Except as expressly provided elsewhere in this Agreement and subject to the terms of the General Intercreditor Agreement, all proceeds received by the Collateral Trustee in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Trustee against, the Secured Obligations in accordance with Section 3.5 of the Collateral Trust and Intercreditor Agreement.

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7.3          Sales on Credit.  If Collateral Trustee sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by Collateral Trustee and applied to indebtedness of the purchaser.  In the event the purchaser fails to pay for the Collateral, Collateral Trustee may resell the Collateral and Grantor shall be credited with proceeds of the sale.

7.4          [RESERVED].

7.5          Investment Related Property.  Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Trustee may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it.  If the Collateral Trustee is directed by the Holders of majority in the aggregate principal amount of the Notes to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Trustee all such information as the Collateral Trustee may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the SEC thereunder, as the same are from time to time in effect.

7.6          Intellectual Property.

(a)           Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default:

(i)            at the direction of the Holders of majority in the aggregate principal amount of the Notes the Collateral Trustee shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Trustee or otherwise, at the direction of the Holders of majority in the aggregate principal amount of the Notes, to enforce any Grantor Intellectual Property, in which event such Grantor shall, at the request of the Collateral Trustee, do any and all lawful acts and execute any and all documents reasonably required by the Collateral Trustee in aid of such enforcement and such Grantor shall, upon demand, reimburse and indemnify the Collateral Trustee as provided in Section 10 hereof in connection with the

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exercise of its rights under this Section, and, to the extent that the Collateral Trustee shall elect not to bring suit to enforce any Grantor Intellectual Property as provided in this Section, each Grantor agrees to use all commercially reasonable efforts, whether by action, suit, proceeding or otherwise, to prevent the infringement or other violation of any of such Grantor’s rights in any Grantor Intellectual Property by others;

(ii)           upon written demand from the Collateral Trustee, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Trustee or such Collateral Trustee’s designee all of such Grantor’s right, title and interest in and to the Grantor Intellectual Property and shall execute and deliver to the Collateral Trustee such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

(iii)          each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Trustee (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the Grantor Intellectual Property;

(iv)          within five (5) Business Days after written notice from the Collateral Trustee, each Grantor shall make available to the Collateral Trustee, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Licenses, such persons to be available to perform their prior functions on the Collateral Trustee’s behalf and to be compensated by such Grantor on a per diem, pro rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default; and

(v)           the Collateral Trustee shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of the Grantor Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Trustee, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

(1)           all amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Trustee hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to the Collateral Trustee in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 7.7 hereof; and

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(2)           Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(b)           If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Trustee of any rights, title and interests in and to the Grantor Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Trustee shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be reasonably necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Trustee as aforesaid, subject to any disposition thereof that may have been made by the Collateral Trustee; provided, after giving effect to such reassignment, the Collateral Trustee’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Trustee granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Trustee and the Secured Parties.

(c)           Solely for the purpose of enabling the Collateral Trustee to exercise rights and remedies under this Section 7 after an Event of Default and at such time as the Collateral Trustee shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Trustee, to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor but only exercisable so long as an Event of Default has occurred and is continuing), subject, in the case of Trademarks, to the grant of sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property  now owned or hereafter acquired by such Grantor, and wherever the same may be located.

7.7          Cash Proceeds.  Subject to the terms and conditions of the General Intercreditor Agreement, in addition to the rights of the Collateral Trustee specified in Section 4.3 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and, unless otherwise agreed in writing by the Collateral Trustee, shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii), be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) and held by the Collateral Trustee in the Collateral Account.  Subject to the terms and conditions of the General Intercreditor Agreement, any Cash Proceeds received by the Collateral Trustee (whether from a Grantor or otherwise):  (i) if no Event of Default shall have occurred and be continuing, shall be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Collateral Trustee, (A) be held by the Collateral Trustee for the ratable

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benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee against the Secured Obligations then due and owing.

SECTION 8.COLLATERAL TRUSTEE.

8.1          Appointment.  The Collateral Trustee has been appointed to act as Collateral Trustee hereunder by each of the Secured Parties pursuant to the Collateral Trust and Intercreditor Agreement. The Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the other Security Documents.  In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section.

8.2          Rights and Privileges.  The Collateral Trustee shall have all of the same rights, privileges and protections, as applicable, as the Trustee pursuant to the Indenture, including without limitation, a right to be indemnified by each of the Grantors.

8.3          Generally.  Whenever reference is made in this Agreement 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 Trustee to any amendment, waiver or other modification of this Agreement to be executed (or not to be executed) by the Collateral Trustee 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 Trustee, it is understood that in all cases the Collateral Trustee 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 in accordance with the Collateral Trust and Intercreditor Agreement.   This provision is intended solely for the benefit of the Collateral Trustee and its successors and permitted assigns.

SECTION 9.CONTINUING SECURITY INTEREST; TRANSFER OF NOTES; RELEASES.

This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Trustee hereunder, to the benefit of the Collateral Trustee and its successors, transferees and assigns.  Upon any such payment in full of all Secured Obligations, the Collateral Trustee shall, at the Grantors’ expense, execute and deliver to the Grantors (or authorize the filing by the Grantors of) any documents that the Grantors shall reasonably request to evidence such termination.  Upon any disposition of property including Capital Stock of a Grantor permitted by the Indenture to a Person that is not a Grantor and in compliance with all provisions

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of the Indenture for release of the Liens on such property, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor, or such Grantor shall be automatically released, as the case may be, in each case, with no further action on the part of any Person.  The Collateral Trustee shall, at the Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Trustee, including financing statement amendments to evidence such release.  Without limiting the generality of the foregoing, but subject to the terms of the Indenture and the other Security Documents, any holder of the Notes may assign or otherwise transfer any Secured Obligations held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the holders of the Notes herein or otherwise.  The liens of Collateral shall be released in accordance with Section 4.1 of the Collateral Trust and Intercreditor Agreement.

SECTION 10.STANDARD OF CARE; COLLATERAL TRUSTEE MAY PERFORM.

The powers conferred on the Collateral Trustee hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Trustee shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  The Collateral Trustee shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Trustee accords its own property.  Neither the Collateral Trustee nor any of its directors, officers, employees or agents shall be liable for failure to, except to the extent such delay or failure arises from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment or order, demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise.

SECTION 11.MISCELLANEOUS.

Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 13.02 of the Indenture and Section 8.6 of the Collateral Trust and Intercreditor Agreement.  No failure or delay on the part of the Collateral Trustee in the exercise of any power, right or privilege hereunder or under any other Security Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.  All rights and remedies existing under this Agreement, the Indenture and the other Security Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available.  In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not

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permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.  This Agreement shall be binding upon and inure to the benefit of the Collateral Trustee and Grantors and their respective successors and permitted assigns.  Except as permitted under the Security Documents, no Grantor shall, without the prior written consent of the Collateral Trustee given in accordance with the Indenture, assign any right, duty or obligation hereunder.  This Agreement and the other Security Documents embody the entire agreement and understanding between Grantors and the Collateral Trustee and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.  Accordingly, the Security Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.  This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes.

Notwithstanding any other provision contained herein, the Liens created hereby are subject in all respects to the provisions of the General Intercreditor Agreement.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS).

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Collateral Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Collateral Trustee.  The parties to this Agreement agree that they will provide the Collateral Trustee with such information as it may request in order for the Collateral Trustee to satisfy the requirements of the U.S.A. Patriot Act.

In no event shall the Collateral Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Trustee shall use reasonable efforts

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which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances

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IN WITNESS WHEREOF, each Grantor and the Collateral Trustee have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
AMERIMAX HOME PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
AMERIMAX BUILDING PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
BERGER BUILDING PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
FABRAL, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer

AMP COMMERCIAL, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
EURAMAX HOLDINGS, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
AMERIMAX FABRICATED PRODUCTS, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
AMERIMAX FINANCE COMPANY, INC.
By:	/s/ Mitchell Lewis
	Name:	Mitchell Lewis
	Title:	President and Chief Executive Officer
BERGER HOLDINGS, LTD
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
FABRAL HOLDINGS, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer

AMERIMAX UK, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
AMERIMAX RICHMOND COMPANY
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer

[Signatures continue on following page.]

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Collateral Trustee
By:	/s/ Stefan Victory
	Name:	Stefan Victory
	Title:	Vice President
By:	/s/ Karen Z. Kelly
	Name:	Karen Z. Kelly
	Title:	Vice President

EX-10.4

Exhibit 10.4

Execution Version

CREDIT AND GUARANTY AGREEMENT

dated as of March 3, 2011

among

EURAMAX INTERNATIONAL, INC.,
as Company,

EURAMAX HOLDINGS, INC.

and

CERTAIN SUBSIDIARIES OF EURAMAX INTERNATIONAL, INC.,

as Guarantors and

THE LENDERS PARTY HERETO FROM TIME TO TIME

TABLE OF CONTENTS

		Page
SECTION 1. DEFINITIONS AND INTERPRETATION		1
	1.1. Definitions	1
	1.2. Accounting Terms	42
	1.3. Interpretation, etc.	43
SECTION 2. LOANS		43
	2.1. The Loans	43
	2.2. [INTENTIONALLY OMITTED.]	44
	2.3. [INTENTIONALLY OMITTED.]	44
	2.4. [INTENTIONALLY OMITTED.]	44
	2.5. [INTENTIONALLY OMITTED.]	44
	2.6. [INTENTIONALLY OMITTED.]	44
	2.7. Evidence of Debt; Register; Lenders’ Books and Records; Promissory Notes	44
	2.8. Interest on Loans	45
	2.9. [INTENTIONALLY OMITTED.]	45
	2.10. Default Interest	45
	2.11. Fees	45
	2.12. Repayment of Loans at Maturity	45
	2.13. Voluntary Prepayments	46
	2.14. Mandatory Prepayment Offers	47
	2.15. [INTENTIONALLY OMITTED.]	48
	2.16. General Provisions Regarding Payments	48
	2.17. Ratable Sharing	49
	2.18. Making or Maintaining Loans	49
	2.19. Increased Costs; Capital Adequacy	50
	2.20. Taxes; Withholding, etc.	52
	2.21. Obligation to Mitigate	55
	2.22. Refunds	55
	2.23. [INTENTIONALLY OMITTED.]	55
	2.24. Removal or Replacement of a Lender	55
SECTION 3. CONDITIONS PRECEDENT		56
	3.1. Conditions to Closing Date	56
SECTION 4. REPRESENTATIONS AND WARRANTIES		59
	4.1. Organization; Requisite Power and Authority; Qualification	59
	4.2. Capital Stock and Ownership	59
	4.3. Due Authorization	59
	4.4. No Conflict	59
	4.5. Governmental Consents	60
	4.6. Binding Obligation	60
	4.7. Historical Financial Statements	60
	4.8. [INTENTIONALLY OMITTED.]	60
	4.9. No Material Adverse Change	61
	4.10. Adverse Proceedings, etc.	61

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TABLE OF CONTENTS
(Continued)

		Page
	4.11. Taxes	61
	4.12. Properties	61
	4.13. Environmental Matters	61
	4.14. No Defaults	62
	4.15. [INTENTIONALLY OMITTED.]	62
	4.16. Governmental Regulation	62
	4.17. Margin Stock	62
	4.18. Employee Matters	62
	4.19. ERISA	63
	4.20. Certain Fees	63
	4.21. Solvency	63
	4.22. Related Agreements	63
	4.23. Compliance with Statutes, etc.	63
	4.24. Disclosure	64
	4.25. Patriot Act	64
SECTION 5. AFFIRMATIVE COVENANTS		64
	5.1. Financial Statements and Other Reports	64
	5.2. Existence	66
	5.3. Payment of Taxes and Claims	66
	5.4. Maintenance of Properties	66
	5.5. Insurance	67
	5.6. Inspections; Access to Management and Information	67
	5.7. Lenders Meetings	67
	5.8. Compliance with Laws	67
	5.9. [INTENTIONALLY OMITTED.]	67
	5.10. Subsidiaries	67
	5.11. Further Assurances	68
SECTION 6. NEGATIVE COVENANTS		68
	6.1. Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	68
	6.2. Liens	73
	6.3. Restricted Payments	74
	6.4. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	80
	6.5. Merger, Consolidation or Sale of Assets	83
	6.6. Merger, Consolidation or Sale of Guarantors	84
	6.7. Asset Sales	84
	6.8. Transactions with Affiliates	87
	6.9. Designation of Restricted and Unrestricted Subsidiaries	89
SECTION 7. LOAN GUARANTEE		91
	7.1. Guaranty of the Obligations	91
	7.2. Contribution by Subsidiary Guarantors	91

ii

TABLE OF CONTENTS
(Continued)

		Page
	7.3. Payment by Subsidiary Guarantors	92
	7.4. Liability of Subsidiary Guarantors Absolute	92
	7.5. Waivers by Guarantors	94
	7.6. Guarantors’ Rights of Subrogation, Contribution, etc.	95
	7.7. Subordination of Other Obligations	96
	7.8. Continuing Guaranty	96
	7.9. Authority of Guarantors or Company	96
	7.10. Financial Condition of Company	96
	7.11. Bankruptcy, etc.	96
	7.12. Release of Loan Guarantees	97
SECTION 8. EVENTS OF DEFAULT		98
	8.1. Events of Default	98
	8.2. Acceleration	100
SECTION 9. ADMINISTRATIVE AGENT		100
	9.1. Appointment of Administrative Agent	100
	9.2. Powers and Duties	101
	9.3. General Immunity	101
	9.4. Administrative Agent Entitled to Act as Lender	103
	9.5. Lenders’ Representations, Warranties and Acknowledgment	103
	9.6. Right to Indemnity	104
	9.7. Successor Administrative Agent	104
	9.8. Guaranties	105
SECTION 10. [RESERVED.]		105
SECTION 11. MISCELLANEOUS		105
	11.1. Notices	105
	11.2. Expenses	106
	11.3. Indemnity	106
	11.4. Set-Off	107
	11.5. Amendments and Waivers	107
	11.6. Successors and Assigns; Participations	109
	11.7. [INTENTIONALLY OMITTED]	113
	11.8. Independence of Covenants	113
	11.9. Survival of Representations, Warranties and Agreements	113
	11.10. No Waiver; Remedies Cumulative	113
	11.11. Marshalling; Payments Set Aside	113
	11.12. Severability	113
	11.13. Obligations Several; Independent Nature of Lenders’ Rights	114
	11.14. Headings	114
	11.15. APPLICABLE LAW	114
	11.16. CONSENT TO JURISDICTION	114

iii

TABLE OF CONTENTS
(Continued)

	Page
11.17. WAIVER OF JURY TRIAL	114
11.18. Confidentiality	115
11.19. Usury Savings Clause	116
11.20. Changes to First Lien Facility Prior to Closing Date	116
11.21. Counterparts	117
11.22. Effectiveness	117
11.23. Patriot Act	117
11.24. Electronic Transmissions	117
11.25. Public Disclosures	118
11.26. Alternative Transaction Fee and Right of First Refusal	118
11.27. Effectiveness of Agreement	119

iv

CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT, dated as of March 3, 2011, is entered into by and among EURAMAX INTERNATIONAL, INC., a Delaware corporation (“Company”), EURAMAX HOLDINGS, INC. and CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors and the Lenders party hereto from time to time.

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, the Initial Lenders have previously made loans to the Company (or its Affiliates) (the “Existing Lender Loans”) pursuant to that certain Amended and Restated First Lien Credit and Guaranty Agreement (the “Existing First Lien Credit Agreement”), dated as of June 29, 2009 by and among the Company, Euramax Holdings Limited, Euramax International Holdings B.V., Euramax Netherlands B.V., Euramax Europe B.V. (collectively, the “Existing First Lien Credit Agreement Borrowers”), certain subsidiaries of the Company and General Electric Capital Corporation, as agent for the parties thereto;

WHEREAS, the Existing First Lien Credit Agreement Borrowers intend to repay the Existing First Lien Credit Agreement in full with the proceeds of the First Lien Facility on the Closing Date;

WHEREAS, the Company has requested, and the Initial Lenders have agreed, that the Initial Lenders shall, in lieu of receipt of the cash payment due to them on account of the Designated Existing Lender Loans (as defined below) pursuant to which the Company is the sole borrower, exchange such Designated Existing Lender Loans for the Loans in accordance with the terms of this Agreement;

WHEREAS, the Company has requested, and the Initial Lenders have agreed, that the Initial Lenders shall advance additional funds, if any, to the Company in accordance with the terms of this Agreement; and

WHEREAS, each of the Guarantors is willing to guaranty the obligations of the Company under this Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, subject to the conditions hereof, the parties hereto agree as follows.

SECTION 1.DEFINITIONS AND INTERPRETATION

1.1.   Definitions.  The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

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“ABL Bank Products Agreements” means any bank products agreements (including, without limitation, credit cards, debit cards, stored value cards and the processing of payments and other administrative services with respect to any of the foregoing) entered into with any lender under the ABL Credit Facility, its Affiliates or any other person permitted under the ABL Credit Facility.”

“ABL Cash Management Agreements” means any cash management or other bank products agreements entered into with any lender under the ABL Credit Facility, its Affiliates or any other person permitted under the ABL Credit Facility.

“ABL Credit Facility” means that certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, to be dated as of the Closing Date, among the borrowers and guarantors named therein (which may include the Company and the Guarantors as borrower, co-borrower, guarantor, obligor, co-obligor or otherwise), the lenders and agents from time to time party thereto, and Regions Bank, as administrative agent, and any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as further amended, restated, adjusted, waived, renewed, modified, refunded, replaced, restated, restructured, increased, supplemented or refinanced in whole or in part from time to time, regardless of whether such amendment, restatement, adjustment, waiver, modification, renewal, refunding, replacement, restatement, restructuring, increase, supplement or refinancing is with the same financial institutions (whether as agents or lenders) or otherwise and any one or more indentures, note purchase agreements, credit facilities, commercial paper facilities, or other financing arrangements or agreements that replace, refund or refinance all or any part of the loans, notes, or other commitments thereunder, including any such replacement, refunding or refinancing facility or indenture or other financing arrangements or agreements that increases the amount borrowable or issuable thereunder or alters the maturity thereof.

“ABL Debt” means Indebtedness under the ABL Credit Facility, the ABL Documents, the ABL Bank Products Agreements, the ABL Hedge Agreements and the ABL Cash Management Agreements.

“ABL Documents” means the ABL Credit Facility, any additional credit agreement, note purchase agreement, indenture or other agreement related thereto and all other loan or note documents, collateral or security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, the ABL Credit Facility, including the ABL Bank Products Agreements, the ABL Hedge Agreements and the ABL Cash Management Agreements, as such agreements or instruments may be amended, supplemented, modified, restated, replaced, renewed, refunded, restructured, increased or refinanced from time to time (including successive amendments, supplements, modifications, restatements, replacements, renewals, refundings, restructurings, increases and refinancings).

“ABL Hedge Agreements” means any hedge agreements entered into with any lender under the ABL Credit Facility, its Affiliates or any other person permitted under the ABL Credit Facility.

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“ABL Obligations” means all indebtedness, liabilities and obligations (of every kind or nature) incurred or arising under or relating to the ABL Documents and all other obligations in respect thereof.

“Acquired Debt” means, with respect to any specified Person:

(1)   Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)   Indebtedness secured by a Lien encumbering any asset acquired by the specified Person.

“Administrative Agent” means any Person (i) selected by the Company and (ii) acceptable to the Initial Lenders who accepts an appointment as “Administrative Agent” hereunder and executes a joinder hereto in form and substance acceptable to the Company and the Initial Lenders (together with its permitted successors and assigns).

“Administrative Agent’s Fee Letter” means any agreement between the Administrative Agent and the Company in respect of fees payable to the Administrative Agent for its services in connection with this Agreement.

“Adverse Proceeding” means any claim, litigation, demand, action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Company or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims) or by any other Person, whether pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries or any property of the Company or any of their Subsidiaries.

“Advisor” as defined in Section 5.6.

“Affected Lender” as defined in Section 2.18(b).

“Affected Loans” as defined in Section 2.18(b).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that the Initial Lenders shall not be Affiliates of Holdings and its Subsidiaries for purposes of this Agreement.  For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“Aggregate Amounts Due” as defined in Section 2.17.

“Aggregate Payments” as defined in Section 7.2.

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“Agreement” means this Credit and Guaranty Agreement, as it may be amended, supplemented or otherwise modified from time to time.

“Alternative Transaction” means any financing transaction or series of financing transactions entered into prior to May 16, 2011 that refinances, replaces, is substituted for, amends and restates or is an alternative to the Existing First Lien Credit Agreement, other than the First Lien Facility and this Agreement.

“Alternative Transaction Fee” as defined in Section 11.26(a).

“Alternative Transaction Notification” as defined in Section 11.26(b).

“Asset Sale” means:

(1)   the sale, lease (other than operating leases in the ordinary course of business), conveyance or other disposition of any property or assets, other than Equity Interests of the Company; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and the Company’s Restricted Subsidiaries taken as a whole will be governed by the provisions of Section 2.14(a) of this Agreement and/or the provisions of Section 6.5 of this Agreement and not by the provisions of the covenant in Section 6.7 of this Agreement; and

(2)   the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary thereof of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying shares).

Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:

(1)   any single transaction or series of related transactions or Event of Loss that involves property or assets having a fair market value of less than $5.0 million;

(2)   a transfer of property or assets between or among the Company, its Restricted Subsidiaries and any Guarantor;

(3)   an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary thereof;

(4)   the sale, lease, assignment, license or sublease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

(5)   the sale or other disposition of cash or Cash Equivalents;

(6)   a Restricted Payment that is permitted by Section 6.3 of this Agreement or a Permitted Investment;

(7)   any sale, exchange or other disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable or unnecessary for use in connection with the business of the Company or its Restricted Subsidiaries and any sale or disposition of property in connection with scheduled turnarounds, maintenance and equipment and facility updates;

4

(8)   the licensing or sub-licensing of intellectual property in the ordinary course of business or consistent with past practice;

(9)   any sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by the indenture or the note documents;

(10) any issuance, sale, or transfer of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(11) the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;

(12) foreclosures, condemnations or any similar action on assets;

(13) the lease, assignment or sublease of any real or personal property in the ordinary course of business; and

(14) sales of accounts receivable, or participations therein, and any related assets, in connection with any Permitted Receivables Financing.

“Assignment Agreement” means an Assignment and Assumption Agreement in form and substance reasonably satisfactory to the Initial Lenders and the Company, with such amendments or modifications as may be approved by Administrative Agent.

“Assignment Effective Date” as defined in Section 11.6(b).

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended.  Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if the sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.  The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Beneficiary” means the Administrative Agent and each Lender.

“Board of Directors” means (i) with respect to a corporation, the board of directors of the corporation, or a duly authorized committee thereof, (ii) with respect to a partnership, the Board of Directors of the general partner of the partnership, and (iii) with respect to any other Person, the board or committee of such Person serving a similar function.

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“Borrowing Base” means, as of any date, an amount equal to:

(1)   90% of the face amount of all accounts receivable owned by the Company and its Restricted Subsidiaries as of the end of the month preceding such date that were not more than 60 days past due; plus

(2)   85% of the book value of all inventory owned by the Company and its Restricted Subsidiaries as of the end of the month preceding such date.

“business day” or “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the city of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1)   in the case of a corporation, corporate stock;

(2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1)   United States dollars;

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

(3)   time deposits, demand deposits, money market deposits, certificates of deposit and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million (or $100.0 million in the case of a non-U.S. bank).

(4)   repurchase obligations for underlying securities of the types described in clauses (2), (3) and (7) entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)   commercial paper rated at least P-1 by Moody’s Investors Service, Inc. or at least A-1 by Standard & Poor’s Rating Services (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within two years after the date of acquisition;

6

(6)   marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively, or liquidity funds or other similar money market mutual funds, with a rating of at least Aaa by Moody’s or AAAm by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency);

(7)   securities issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof, maturing within two years from the date of acquisition thereof and having an investment grade rating from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services;

(8)   money market funds (or other investment funds) at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition;

(9)   (a)  Euros or any national currency of any participating member state of the EMU;

(b)   local currency held by the Company or any of its Restricted Subsidiaries from time to time in the ordinary course of business;

(c)   securities issued or directly and fully guaranteed by the sovereign nation or any agency thereof (provided that the full faith and credit of such sovereign nation is pledged in support thereof) in which the Company or any of its Restricted Subsidiaries is organized or is conducting business having maturities of not more than one year from the date of acquisition; and

(d)   investments of the type and maturity described in clauses (3) through (8) above of foreign obligors, which investments or obligors satisfy the requirements and have ratings described in such clauses.

“Certificate re Non-Bank Status” means a certificate in form and substance reasonably satisfactory to the Initial Lenders and the Company.

“Change of Control” means the occurrence of any of the following:

(i)            the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than one or more Permitted Holders;

(ii)           the adoption of a plan relating to the liquidation or dissolution of the Company (unless, after such liquidation or dissolution, Holdings assumes all of the obligations of the Company under this Agreements for the benefit of the holders of the Loans);

(iii)          any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act, except that in no event shall the parties to the Stockholders Agreement be deemed a “group” solely by virtue of being parties to the Stockholders Agreement as in effect on the date hereof), other than one or more Permitted Holders or a Permitted Group

7

has become the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Company;

(iv)          the first day on which a majority of the members of the Board of Directors of the Company or Holdings are not Continuing Directors; or

(v)           a “Change of Control” shall have occurred under the Notes Indenture.

provided, however, that a transaction in which Holdings becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change of Control if (a) the shareholders of Holdings immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority of the voting power of the outstanding Voting Stock of Holdings, immediately following the consummation of such transaction or (b) immediately following the consummation of such transaction, no “person” (as such term is defined above), other than such other Person (but including the holders of the Capital Stock of such other Person), “beneficially owns” (as such term is defined above), directly or indirectly through one or more intermediaries, more than 35% of the voting power of the outstanding voting stock of Holdings; and provided, further, however, that any transaction in which the Company remains a Wholly Owned Restricted Subsidiary of Holdings, but one or more intermediate holding companies between Holdings and the Company are added, liquidated, merged or consolidated out of existence, shall not constitute a Change of Control.  A person or group shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement.

“Change of Control Prepayment” as defined in Section 2.14.

“Change of Control Prepayment Date” as defined in Section 2.14.

“Change of Control Offer” as defined in Section 2.14.

“Closing Date” means the date on which the conditions specified under Section 3.1 hereof are satisfied or waived.

“Commission” means the United States Securities and Exchange Commission and any successor organization.

“Commitments” means the commitment of the Initial Lenders on the Closing Date in an amount set forth opposite such Initial Lender’s name on Schedule 1.

“Company” as defined in the preamble hereto.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)   provision for taxes based on income or profits or capital gains of such Person and its Restricted Subsidiaries for such period, including without limitation state, franchise and

8

similar taxes and foreign withholding taxes of such Person and its Restricted Subsidiaries paid or accrued during such period (including, without duplication, the amount of any payments made pursuant to clauses 12(a) and 12(b) of paragraph (B) under Section 6.3 of this Agreement), to the extent that such provision for taxes or payment was deducted in computing such Consolidated Net Income; plus

(2)   Fixed Charges of such Person and its Restricted Subsidiaries for such period (including without limitation (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities), to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3)   depreciation and amortization (including amortization or impairment write-offs of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation and amortization was deducted in computing such Consolidated Net Income; plus

(4)   any other non-cash expenses or charges, including any impairment charge or asset write-offs or write-downs related to intangible assets (including goodwill), long-lived assets, and Investments in debt and equity securities pursuant to GAAP, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Cash Flow to such extent, and excluding amortization of a prepaid cash expense or charge that was paid in a prior period); plus

(5)   the amount of any integration costs or other business optimization expenses or costs deducted (and not added back) in such period in computing Consolidated Net Income incurred in connection with acquisitions, including any costs related to the closure and/or consolidation of facilities, and severance and relocation cost; plus

(6)   the amount of any minority interest expense consisting of income of a Restricted Subsidiary attributable to minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(7)   any extraordinary, non-recurring or unusual gain or loss or expense, together with any related provision for taxes, to the extent deducted in computing such Consolidated Net Income; plus

(8)   the amount of cash restructuring charges not to exceed (x) $10.0 million in any twelve-month period and (y) $25.0 million in the aggregate (through the maturity of the Notes), to the extent deducted in computing such Consolidated Net Income; minus

(9)   non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

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(1)   the Net Income of any Person, other than the specified Person, that is not a Restricted Subsidiary of the specified Person or that is accounted for by the equity method of accounting shall not be included, except that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are paid in cash (or to the extent converted into cash) or Cash Equivalents to the specified Person or a Restricted Subsidiary thereof during such period;

(2)   solely for the purpose of determining the amount available for Restricted Payments under clause 3(a) of Section 6.3(a) hereof, the Net Income of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders, unless such restrictions with respect to the declaration and payment of dividends or distributions have been properly waived for such entire period; provided that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments paid in cash (or to the extent converted into cash) or Cash Equivalents to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(3)   the cumulative effect of a change in accounting principles shall be excluded;

(4)   any amortization of fees or expenses that have been capitalized shall be excluded;

(5)   non-cash charges relating to employee benefit or management compensation plans of the Company or any Restricted Subsidiary thereof or non-cash pension expenses or non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards for the benefit of the members of the Board of Directors of Holdings, any direct or indirect parent of the Company, or the Company or officers or employees of Holdings, any direct or indirect parent of the Company, or the Company and its Restricted Subsidiaries shall be excluded (other than in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period);

(6)   any non-recurring charges or expenses incurred in connection with the Refinancing Transaction shall be excluded;

(7)   any non-cash restructuring charges shall be excluded;

(8)   any non-cash impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded;

(9)   any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (a) any sale of assets outside the ordinary course of business of such Person or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or (c) the extinguishment of any Indebtedness or Hedging Obligations or other derivative instruments of such Person or any of its Restricted Subsidiaries, shall, in each case, be excluded;

(10) any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of

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disposed, abandoned, transferred, closed or discontinued operations shall, in each case, be excluded;

(11) any non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP, including without limitation the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write up of assets for such period on a consolidated basis in accordance with GAAP to the extent such non-cash expense results from such purchase accounting adjustments;

(12) any fees and expenses incurred during such period, or any amortization or writeoff thereof or writeoff for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, financing transaction or amendment or modification of any debt instrument (including, in each case, any such transaction undertaken but not completed) and any charges or nonrecurring merger costs incurred during such period as a result of any such transaction, shall be excluded;

(13) accruals and reserves that are established or adjusted within 12 months of the date of original issue of the notes that are so required to be established or adjusted as a result of the Refinancing Transaction in accordance with GAAP shall be excluded;

(14) unrealized gains and losses related to Hedging Obligations shall be excluded;

(15) the Net Income will be reduced by the amount of any payments made pursuant to clauses 12(a) through 12(d) of paragraph (B) under Section 6.3 of this Agreement;

(16) any gain or loss realized upon the termination of any employee benefit plan together with any related provision for taxes (or the tax effect of any such termination) shall be excluded;

(17) gains or losses resulting from the translation into U.S. dollars of long term and intercompany obligations; and

(18) amortization of any amounts required or permitted by SFAS 141(R) (including non-cash write-ups or non-cash charges relating to inventory and fixed assets) or SFAS 142 (including non-cash charges related to intangible assets and goodwill) to be recorded on such Person’s balance sheet.

“Consolidated Secured Debt Ratio” means, as of any date, the ratio of (a) Consolidated Secured Indebtedness of the Company and the Restricted Subsidiaries as of such date, less an amount equal to the positive difference (if any) between (i) the aggregate cash and Cash Equivalents of the Company and its Restricted Subsidiaries as of such date and (ii) $15,000,000, to (b) the aggregate amount of Consolidated Cash Flow of the Company and the Restricted Subsidiaries for the period of four consecutive full fiscal quarters most recently ended for which internal financial statements are available, with such pro forma adjustments to Consolidated Secured Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. For purposes of this calculation, (i) the amount of Indebtedness outstanding as of any date of determination shall not include any Hedging Obligations that are incurred for non-speculative purposes and (ii) the amount of debt outstanding under any Credit Facility as of any

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date of determination shall include the amount available for borrowing thereunder whether or not borrowed.

“Consolidated Secured Indebtedness” means, as of any date of determination, Consolidated Total Indebtedness secured by Liens.

“Consolidated Total Assets” of any Person means, as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available (giving pro forma effect to any acquisitions or dispositions of assets or properties that have been made by the specified Person or any of its Restricted Subsidiaries subsequent to the date of such balance sheet, including through mergers or consolidations).

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital Lease Obligations, Obligations in respect of financing of receivables, Attributable Debt in respect of Sale and Lease Back Transactions and debt obligations evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (and excluding (y) any undrawn letters of credit and (z) any intercompany Indebtedness) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Disqualified Stock and preferred stock of the Restricted Subsidiaries (excluding items eliminated in consolidation), with the amount of such Disqualified Stock and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis. For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or preferred stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or preferred stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company or Holdings, as the case may be, who (i) was a member of such Board of Directors on the Closing Date, or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributing Guarantors” as defined in Section 7.2.

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“Contribution Indebtedness” means Indebtedness of the Company or any Subsidiary Guarantor in an aggregate principal amount equal to the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Company or such Subsidiary Guarantor after the Closing Date; provided that:

(1)   such cash contributions have not been used to make a Restricted Payment, and

(2)   such Contribution Indebtedness (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the incurrence date thereof.

“controlled foreign corporation” means a (i) controlled foreign corporation within the meaning of Section 957(a) of the Internal Revenue Code and (ii) New Holdco BV and any of its Subsidiaries.

“Counterpart Agreement” means a Counterpart Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Company delivered by a Domestic Subsidiary pursuant to Section 5.10.

“Credit Document” means any of this Agreement, the Promissory Notes, if any, the Holdings Guaranty, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of the Administrative Agent or any Lender in connection herewith.

“Credit Facilities” means one or more debt facilities (including, without limitation, the ABL Credit Facility), credit agreements, commercial paper facilities, note purchase agreements, indentures, factoring agreements, receivables purchase/sale or other agreements, in each case with banks, lenders, purchasers, investors, trustees, agents or other representatives of any of the foregoing, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables or interests in receivables to such lenders or other persons or to special purpose entities formed to borrow from such lenders or other persons against such receivables or sell such receivables or interests in receivables and including Permitted Receivables Financings), letters of credit, notes or other borrowings or other extensions of credit, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time, including any replacement, refunding or refinancing facility or agreement that increases the amount permitted to be borrowed thereunder or alters the maturity thereof or adds entities as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender, group of lenders, or otherwise.

“Credit Document Obligations” means all obligations of every nature of each Credit Party from time to time owed to the Administrative Agent, the Lenders or any of them, under any Credit Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), fees (including prepayment fees), expenses, indemnification or otherwise.

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“Credit Party” means each Person (other than any Agent or any Lender or any representative thereof), from time to time party to a Credit Document and their respective successors and assigns, including Holdings, Company and the Subsidiary Guarantors.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Existing Lender Loans” means as to any Existing Lender, such Lender’s Existing Lender Loans that such Lender shall designate in a notice to the Company and Administrative Agent as being satisfied, in lieu of cash repayment due to it, by its receipt of Loans hereunder in accordance with Section 2.1(a).

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary of the Company in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means preferred stock of Holdings, the Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to the Company or any of their Subsidiaries) and is so designated as Designated Preferred Stock pursuant to an Officer’s Certificate executed by the principal financial officer of Holdings, the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature; provided, however, that only the portion of the Capital Stock which so matures, is mandatorily redeemable or is redeemable at the option of the holder prior to such date shall be deemed to be Disqualified Stock.  Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control (or similarly defined term) or an Asset Sale (or similarly defined term) shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.3 hereof.  The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91 days after the date on which the notes mature.  Disqualified Stock shall not include Capital Stock which is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

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“Dollar Equivalent” means (i) with respect to an amount denominated in Euros on any date, the amount of Dollars that may be purchased with such amount of Euros at the Spot Exchange Rate on such date, (ii) with respect to an amount denominated in Sterling on any date, the amount of Dollars that may be purchased with such amount of Sterling at the Spot Exchange Rate on such date and (iii) with respect to an amount denominated in Dollars on any date, the principal amount thereof.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“E-Fax” means any system used to receive or transmit faxes electronically.

“EN BV” means Euramax Netherlands B.V.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund and (ii) any other Person acceptable to Administrative Agent which extends credit or buys loans in the ordinary (it being understood and agreed that the Administrative Agent’s acceptance of an assignment shall only be delayed or withheld as a result of such Person failing to deliver customary and necessary transfer documents or such assignment violating applicable law); provided, neither Company or any of its Subsidiaries or Holdings shall be an Eligible Assignee.

“Environmental Claim” means any Adverse Proceeding, notice, notice of violation, liability, loss, decree, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, supranational, national, federal, state, provincial or local (or any subdivision) statutes, laws, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities, including any common law, relating to (i) any Hazardous Materials Activity; (ii) the protection of the environment, including any natural

15

resources, (iii) the Release, threatened Release, generation, use, storage, transportation, handling, or disposal of, or exposure to, Hazardous Materials; or (iv) occupational safety and health, industrial hygiene, in any manner applicable to Company or any of its Subsidiaries or any Facility.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system, including Intralinks® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by either Administrative Agent or any other Person, providing for access to data protected by passcodes or other security system.

“Euro” and “€” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in EMU Legislation.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Contribution” means net cash proceeds received by the Company and its Restricted Subsidiaries as capital contributions after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary) of Equity Interests (other than Disqualified Stock) of the Company (or Holdings or a direct or indirect parent of the Company to the extent contributed to the Company), in each case to the extent designated as an Excluded Contribution pursuant to an Officers’ Certificate and not previously included in the calculation set forth in clause (3)(b) of Section 6.3(A) hereof for purposes of determining whether a Restricted Payment may be made.

“Excluded Subsidiary” means any Subsidiary that is:

(1)   a controlled foreign corporation;

(2)   a Subsidiary of a controlled foreign corporation; and

(4)  a Restricted Subsidiary of the Company; provided that (a) the total assets of all Restricted Subsidiaries that are Excluded Subsidiaries solely as a result of this clause (3), as reflected on their respective most recent balance sheets prepared in accordance with GAAP, do not in the aggregate at any time exceed $1.0 million and (b) the total revenues of all Restricted Subsidiaries that are Excluded Subsidiaries solely as a result of this clause (3) for the twelve-month period ending on the last day of the most recent fiscal quarter for which financial

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statements for the Company are available, as reflected on such income statements, do not in the aggregate exceed $5.0 million

For the sake of clarity, (i) New US LLC 1, which upon the consummation of the offering of the Notes will be a Subsidiary of New Holdco BV and (ii) New US LLC 2, which upon consummation of the offering of the Notes will be a Subsidiary EN BV, shall each be an Excluded Subsidiary, and each shall not be a Guarantor as of the Closing Date.

“Existing First Lien Credit Agreement” as defined in the Recitals.

“Existing First Lien Credit Agreement Borrowers”

“Existing Lender Loans” as defined in the Recitals.

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Company or any of its Subsidiaries or any of their respective predecessors.

“fair market value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy.  For purposes of determining compliance with the provisions of this Agreement, unless provided otherwise, any determination that the fair market value of assets other than cash or Cash Equivalents is equal to or greater than $25.0 million will be made by the Company’s or Holdings’ Board of Directors and evidenced by a resolution thereof and set forth in an Officers’ Certificate.

“Fair Share” as defined in Section 7.2.

“Fair Share Contribution Amount” as defined in Section 7.2.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code as such Sections are in effect as of the date of this Agreement (or any successor or amended version that is analogous), including any regulation, or official interpretation thereof issued after the date of this Agreement.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Company that such financial statements fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“First Lien Facility” means the Notes Indenture and the Indebtedness issued pursuant to the Notes Indenture on the Closing Date, not to exceed $400 million in the aggregate.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Company and its Subsidiaries ending on the last Friday of each calendar year.

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“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period.  In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, retires or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any receivables financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period unless such Indebtedness has been permanently repaid and has not been replaced) or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, retirement or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock or Disqualified Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)   Investments, acquisitions, dispositions, mergers, consolidations, business restructurings, operational changes and any financing transactions relating to any of the foregoing (collectively, “Relevant Transactions”), in each case that have been made by the specified Person or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis, including Pro Forma Cost Savings, if applicable; if since the beginning of such period any Person that subsequently becomes a Restricted Subsidiary of the Company or was merged with or into the Company or any Restricted Subsidiary thereof since the beginning of such period shall have made any Relevant Transaction that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Relevant Transaction had occurred at the beginning of the applicable four-quarter period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis, including Pro Forma Cost Savings;

(2)   the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded;

(3)   the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

(4)   consolidated interest expense attributable to interest on any Indebtedness (whether existing or being incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the

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remaining term of such Indebtedness) had been the applicable rate for the entire period.  Interest on Indebtedness that may optionally be determined at an interest rate based on a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.  Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based on the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)   the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, to the extent deducted (and not added back) in computing Consolidated Net Income, including, without limitation, (a) amortization of original issue discount, (b) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (c) the interest component of any deferred payment obligations, (d) the interest component of all payments associated with Capital Lease Obligations, (e) imputed interest with respect to Attributable Debt, (f) commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and (g) net of the effect of all payments made or received pursuant to interest rate Hedging Obligations, but in each case excluding (v) accretion of accrual of discounted liabilities not constituting Indebtedness, (w) any expense resulting from the discounting of any outstanding Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (y) any expensing of bridge, commitment or other financing fees; plus

(2)   the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)   any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)   the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, and all cash dividends on any series of preferred stock of any Restricted Subsidiary of such Person, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, less

(5)   interest income for such period,

in each case, on a consolidated basis and in accordance with GAAP.

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“Foreign ABL Guarantee” means a Guarantee by the Company or a Subsidiary Guarantor of any Indebtedness under asset-based facilities (the borrowings under which are limited by the “borrowing base” or a similar concept) of Foreign Subsidiaries; provided, however, that any payment under such Guarantee shall not be permitted under clause (13) of the definition “Permitted Investment” and shall require an independent exception to Section 6.3.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company other than a Domestic Subsidiary.

“Funding Guarantors” as defined in Section 7.2.

“GAAP” means generally accepted accounting principles in the United States as in effect on the Closing Date. For clarity purposes, in determining whether a lease is a capitalized lease or an operating lease and whether interest expense exists, such determination shall be made in accordance with GAAP as in effect on the Closing Date. At any time after the Closing Date, the Company may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in the indenture); provided that any such election, once made, shall be irrevocable; provided further, that any calculation or determination in the indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP.  The Company shall give notice of any such election made in accordance with this definition to the Requisite Lenders.

“Governmental Act” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” means any foreign or domestic, federal, state, provincial, municipal, supranational, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court.

“Governmental Authorization” means any permit, license, waiver, approval, authorization, plan, directive, consent order or consent decree of or from, or issued by, any Governmental Authority.

“Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantors” means:

(1)   Holdings;

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(2)   each direct or indirect Wholly Owned Restricted Subsidiary of the Company (other than Excluded Subsidiaries);

(3)   any other Restricted Subsidiary of the Company that has issued a guarantee of any other Indebtedness of the Company or any Guarantor (including the First Lien Facility) or otherwise is an obligor under the ABL Credit Facility; and

(4)   any other Restricted Subsidiary of the Company that executes a Guarantee of the Credit Document Obligations in accordance with the provisions of this Agreement;

and their respective successors and assigns until released from their obligations under their Loan Guarantees and this Agreement in accordance with the terms of this Agreement.

“Hazardous Materials” means any liquid, solid or gaseous chemical, material, waste or substance which is prohibited, limited or regulated as hazardous or toxic or as a pollutant or contaminant pursuant to any Environmental Law or by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment, including, without limitation, asbestos, petroleum and any breakdown constituents or derivatives, polychlorinated biphenyls, radioactive substances or radon.

“Hazardous Materials Activity” means any activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, emission, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of, or exposure to, any Hazardous Materials, in each case, reasonably likely to give rise to liability under, or to be in violation of, Environmental Law, and any Remedial Action.

“Hedge Agreements” means:

(1)   interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging, mitigating or swapping interest rate risk either generally or under specific contingencies;

(2)   foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging, mitigating or swapping foreign currency exchange rate risk either generally or under specific contingencies; and

(3)   commodity swap agreements, commodity cap agreements or commodity collar agreements designed for the purpose of fixing, hedging, mitigating or swapping commodity risk either generally or under specific contingencies.

“Hedging Obligations” means the obligations owed by the Company and the Guarantors to the counterparties under the Hedge Agreements, including any guarantee obligations in respect thereof.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under

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such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Company and its Subsidiaries, for the immediately preceding three Fiscal Years (including the 2010 Fiscal Year), consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of Holdings and its Subsidiaries as at the most recently ended Fiscal Quarter, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the quarterly and year to date period ending on such date, and, in the case of clauses (i) and (ii), certified by the chief financial officer of Holdings that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“Holdings” means Euramax Holdings, Inc., a Delaware corporation.

“Holdings Guaranty” means a guaranty agreement, in form and substance satisfactory to the Administrative Agent and the Lenders, pursuant to which Holdings unconditionally guarantees the Company’s Obligations under the Credit Documents.

“IFRS” means the international accounting standards promulgated by the International Accounting Standards Board and its predecessors, as adopted by the European Union, as in effect from time to time.

“incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) shall be considered an incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Fixed Charges of the Company or its Restricted Subsidiary as accrued and the amount of any such accretion or payment of interest in the form of additional Indebtedness or additional shares of Disqualified Stock is for all purposes included in the Indebtedness of the Company or its Restricted Subsidiary as accreted or paid.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1)   in respect of borrowed money (including, for the avoidance of doubt, the purchase price in respect of any sale of receivables, in a Permitted Receivables Financing or otherwise);

(2)   evidenced by bonds, notes, debentures or similar instruments;

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(3)   evidenced by letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in clause (1) or (2) above or clause (4), (5), (6), (7) or (8) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the fifth business day following receipt by such Person of a demand for reimbursement;

(4)   in respect of banker’s acceptances;

(5)   in respect of Capital Lease Obligations and Attributable Debt;

(6)   in respect of the balance deferred and unpaid of the purchase price of any property, except (i) any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

(7)   representing Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; or

(8)   representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price.

In addition, the term “Indebtedness” includes (1) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and (2) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.  For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Board of Directors of the Company or Holdings.

The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

(1)   the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

(2)   the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

provided that Indebtedness shall not include:

(i)           any liability for foreign, federal, state, local or other taxes,

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(ii)            performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business,

(iii)            any liability arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such liability is extinguished within five business days of its incurrence,

(iv)           any liability owed to any Person in connection with workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business,

(v)           any indebtedness existing on the Closing Date that has been satisfied and discharged or defeased by legal defeasance, or

(vi)           agreements providing for indemnification, adjustment of purchase price or earnouts or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition or acquisition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received in connection with such transaction.

No Indebtedness of any Person will be deemed to be contractually subordinated in right of payment to any other Indebtedness of such Person solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary pursuant to Environmental Law to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and/or consultants for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person (including the Company, Holdings or any Subsidiary), whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the

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other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make or making or deemed making of the Loans or agreement to convert the Designated Existing Lender Loans pursuant to which the Company is the sole borrower into Loans or the use or intended use of the proceeds thereof) any enforcement of any of the Credit Documents (including the enforcement of the Loan Guarantee or Holdings Guaranty)); or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from any past or present activity, operation, land ownership, or practice of Company or any of its Subsidiaries or any other Environmental Claim brought against Company or any of its Subsidiaries; provided that Taxes shall be governed by Section 2.20 and shall not be covered under Indemnified Liabilities.

“Indemnitee” as defined in Section 11.3.

“Independent Outside Director” means any Person (a) that is a member of the board of directors of Holdings or any Subsidiary thereof and (b) that is not (i) (x) an Affiliate of Holdings or any Subsidiary (other than solely by virtue of being a director of any such entity), a holder of Capital Stock of Holdings (other than Capital Stock received as compensation for directorship), or any Affiliate of any of the foregoing, (ii) an employee or officer of (x) Holdings or any Subsidiary thereof, a Second Lien Affiliate or an Affiliate of any such Person (other than solely by virtue of being a director of Holdings or any Subsidiary thereof) or (y) any Related Fund or any manager or investment advisor of any Person or Related Fund that holds any Capital Stock of Holdings.

“Initial Lenders” means the Lenders as of the Closing Date.

“Interest Payment Date” means (i) the last Business Day of each March, June, September and December, and (ii) the Maturity Date.

“Interest Period” means the period of time between each successive Interest Payment Date.

“Interest Rate” means (i) if the interest rate (including original issue discount and fees but excluding any selling, brokerage or initial purchaser discount, commissions and fees) of the First Lien Facility is no greater than 10.25%, (a) 12.25% per annum with respect to any Interest Period as to which no PIK Election has been made and (b) 14.25% with respect to any Interest Period as to which a PIK Election has been made and (ii) if the interest rate (including original issue discount and fees but excluding any selling, brokerage or initial purchaser discounts, commissions and fees) of the First Lien Facility is greater than 10.25%, the Interest Rate (including original issue discount and fees but excluding any selling, brokerage or initial purchaser discount, commissions and fees) of the First Lien Facility plus (a) 2.50% per annum with respect to any Interest Period as to which no PIK Election has been made and (b) 4.50% per annum with respect to any Interest Period as to which a PIK Election has been made; provided, that if the Maturity Date of the Loans has been extended beyond five and one-half (5 1/2) years due to the extension of the Stated Maturity of the First Lien Facility such that the Maturity Date occurs six months after the Stated Maturity of the First Lien Facility, the Interest Rate shall be increased as follows: (x) if the Stated Maturity of the First Lien Facility as of the Closing Date is more than five and one-half (5 1/2) years but not more than six (6) years, the

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rates set forth above shall in each case be increased by an additional 0.50 % per annum and (y) if the Stated Maturity of the First Lien Facility as of the Closing Date is more than six (6) years but not more than seven (7) years, the rates set forth above shall in each case be increased (after giving effect to the increase in the foregoing clause (x) by an additional 0.25% per annum; provided, further, that, without prejudice to the increase in rate contemplated by the immediately preceding proviso (i.e., in addition thereto, to the extent applicable), if the Company elects pursuant to Section 2.1 to cause the Lenders to fund less than the maximum permissible amount of Loans hereunder, then the rates set forth above shall in each case be increased by an additional 1.00% per annum.

“Insolvency or Liquidation Proceeding” means:

(1)   any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to either Company or any Guarantor;

(2)   any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to either Company or any Guarantor or with respect to a material portion of their respective assets;

(3)   any liquidation, dissolution, reorganization or winding up of either Company or any Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4)   any assignment for the benefit of creditors or any other marshalling of assets and liabilities of either Company or any Guarantor.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment Grade Securities” means:

(1)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof;

(2)   debt securities or debt instruments with an investment grade rating (but not including any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries);

(3)   investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) above which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4)   corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers and trade credit in the ordinary course of business to the extent they are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the

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ordinary course of business), advances (excluding commission, payroll, travel and similar advances to officers, directors and employees made in the ordinary course of business, and excluding advances set forth in the preceding parenthetical), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.  In no event shall a guarantee of an operating lease of the Company or any Restricted Subsidiary be deemed an Investment.

If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Investment in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 6.3 hereof.  The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person only if such Investment was made in contemplation of, or in connection with, the acquisition of such Person by the Company or such Restricted Subsidiary and the amount of any such Investment shall be determined as provided in the final paragraph of Section 6.3 hereof.

“Lender” means each financial institution that holds one or more Existing Lender Loans and is listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including (1) any conditional sale or other title retention agreement, (2) any lease in the nature thereof, (3) any option or other agreement to sell or give a security interest and (4) any filing, authorized by or on behalf of the relevant grantor, of any financing statement under the UCC (or equivalent statutes) of any jurisdiction.

“Loan” means each actual and deemed advance by any Lender pursuant to Section 2.1 hereof, including Premium associated with each such actual advance or deemed advance.

“Loan Guarantees” means the guarantees of the Loans pursuant to Section 7 of this Agreement.

“Local Time” shall mean New York City time.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (i) the business, results of operations, properties, assets or

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condition (financial or otherwise) of Company and its Subsidiaries taken as a whole; (ii) the ability of the Credit Parties taken as a whole to fully and timely perform their Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of the Credit Agreement or any material Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent or any Lender under the Credit Documents.

“Material Contract” means any written contract to which Company or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Material Credit Party” means any Credit Party that represents a material portion of the Credit Parties taken as a whole.

“Maturity Date” means the date that is one-half (1/2) year following the Stated Maturity of the First Lien Facility as of the Closing Date; provided that in no event shall the Maturity Date be later than July 31, 2018, and, provided, further, that the Company, in its sole discretion may fix the Maturity Date on the five and one-half year anniversary of the Closing Date, notwithstanding the Stated Maturity of the First Lien Facility.

“Maximum Available Amount” means, with respect to any Alternative Transaction, 51% of the amount of financing provided by such Alternative Transaction.

“MD&A” means a “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in substantially similar form as Company would be required to file with the Commission if Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

“Moody’s” means Moody’s Investor Services, Inc and any successor to the rating agency business thereto.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of dividends on preferred stock.

“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale and the sale or other disposition of any non-cash consideration, including, without limitation, legal, accounting and investment banking fees, and brokerage or sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the

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repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or required to be paid as a result of such sale and (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, as well as any other reserve established in accordance with GAAP related to pension and other post-employment benefit liabilities, liabilities related to environmental matters, or any indemnification obligations associated with such transaction.

“New Holdco BV” means an entity organized under the laws of the Netherlands to be acquired by the Company on or prior to the Closing Date in connection with the planned restructuring of the Company’s Foreign Subsidiaries.

“New US LLC 1” means a limited liability company organized under the laws of the State of Delaware to be formed by the Company on or prior to the Closing Date in connection with the planned restructuring of the Company’s Foreign Subsidiaries.

“New US LLC 2” means a limited liability company organized under the laws of the State of Delaware to be formed by EN BV on or prior to the Closing Date in connection with the planned restructuring of the Company’s Foreign Subsidiaries.

“Non-Consenting Lender” as defined in Section 2.24.

“Non-U.S. Lender” as defined in Section 2.20(g).

“Notes” means the Senior Secured Notes issued pursuant to the Notes Indenture and any exchange notes issued in exchange or replacement therefor.

“Note Guarantee” means a Guarantee of the Notes pursuant to the Notes Indenture and any exchange Guarantees issued in exchange or replacement therefor.

“Notes Indenture” means the Indenture among the Company, the guarantors named therein and Wells Fargo Bank, National Association dated the closing date relating to the Notes.

“Obligations” means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities (including all interest, fees and expenses accruing after the commencement of any Insolvency or Liquidation Proceeding, even if such interest, fees and expenses are not enforceable, allowable or allowed as a claim in such proceeding) under any Indebtedness.

“Obligee Guarantor” as defined in Section 7.7.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Director of Financial Planning and Analysis, the Treasurer, any Assistant Treasurer, the Controller, the General Counsel, the Secretary, any Executive Vice President, any Senior Vice President, any Vice President or any Assistant Vice President of such Person.

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“Officers’ Certificate” means a certificate signed on behalf of the Company by an Officer of the Company, who must be the principal executive officer, the principal operating officer, the principal financial officer, the treasurer, the principal accounting officer, the Director of Financial Planning and Analysis or the general counsel of the Company that meets the requirements of the indenture.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Requisite Lenders (who may be counsel to or an employee of the Company, any Subsidiary of the Company or the Requisite Lenders that meets the requirements of this Agreement).

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws or memorandum and articles of association (or equivalent), as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, and its partnership agreement, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, and its operating agreement.  In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official including an official of a non-U.S. government, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official in such official’s relevant jurisdiction.

“parent of the Company” means any one or more parents of the Company, including, without limitation, Holdings and any Subsidiary of Holdings that owns, directly or indirectly, all or any portion of the Capital Stock of the Company.

“Pari Passu Obligations” has the meaning set forth in Section 6.7 of this Agreement.

“Participant” as defined in Section 11.6(g).

“Participant Register” as defined in Section 11.6(i).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Replacement Assets or a combination of Replacement Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person that is not the Company or any of its Restricted Subsidiaries; provided that any cash or Cash Equivalents received must be applied in accordance with the Section 6.7.

“Permitted Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Closing Date and other businesses reasonably related, complementary or ancillary thereto and reasonable expansions or extensions thereof.

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“Permitted Debt” has the meaning set forth in Section 6.1(b).

“Permitted Group” means any group of Persons that is deemed to be a “person” (as that term is used in Section 13(d)(3) of the Exchange Act) and which group includes a Permitted Holder; provided that no single Person (together with its Affiliates) beneficially owns more of the Voting Stock of the Company that is beneficially owned by such group of Persons than is then collectively beneficially owned by the Permitted Holders in the aggregate.

“Permitted Holders” means any officer of Holdings or the Company who owns shares of Holdings’ common stock on the Closing Date, and their family members and relatives and any trusts created for the benefit of such persons and/or their family members and relatives and any estate, executor, administrator or other personal representative or beneficiary of any of the foregoing.

“Permitted Investments” means:

(1)any Investment in the Company or a Restricted Subsidiary of the Company, including any investment in the Notes or the guarantees thereof; provided that Investments by the Company or any Subsidiary Guarantor in a Restricted Subsidiary that is not a Guarantor shall not exceed an aggregate amount of $35.0 million at any one time outstanding (for clarification, this proviso will not limit Investments by a Restricted Subsidiary that is not a Guarantor in a Restricted Subsidiary that is not a Guarantor);

(2)any Investment in cash or Cash Equivalents or Investment Grade Securities;

(3)(A) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a)such Person becomes a Subsidiary Guarantor; or

(b)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Subsidiary Guarantor;

and, in each case, any Investment held by such Person, provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; and

(B) any Investment by a Restricted Subsidiary of the Company that is not a Subsidiary Guarantor in a Person, if as a result of such Investment:

(a)such Person becomes a Restricted Subsidiary of the Company; or

(b)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

and, in each case, any Investment held by such Person, provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; and

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(4)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 6.7;

(5)Investments to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company, Holdings or any other direct or indirect parent of the Company;

(6)Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(7)Investments received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business;

(8)loans or advances to employees of the Company or any of its Restricted Subsidiaries that are approved by a majority of the disinterested members of the Board of Directors of the Company or Parent, in an aggregate principal amount of $2.5 million at any one time outstanding;

(9)Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(10)other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (10) since the Closing Date, not to exceed the greater of (x) $35.0 million and (y) 5.0% of the Company’s Consolidated Total Assets at the time of such Investment;

(11)any Investment existing on the Closing Date;

(12)any Investment acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(13)guarantees of Indebtedness of the Company or any Restricted Subsidiary which Indebtedness is permitted under Section 6.1; provided that this clause (13) shall not apply to Guarantees (other than Foreign ABL Guarantees) by the Company or the Subsidiary Guarantors of Indebtedness of Foreign Subsidiaries;

(14)Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(15)Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business; and

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(16)in connection with the Refinancing Transaction and the related restructuring of the Company’s Foreign Subsidiaries, the following Investments: (i) a capital contribution by the Company to New Holdco BV in an amount necessary to repay the Euro-denominated debt of EN BV, a Subsidiary of the Company, together with accrued and unpaid interest, outstanding as of the Closing Date; (ii) a capital contribution by the Company to New US LLC 1 in an amount necssary to repay the GBP-denominated debt of Euramax Holdings Limited, a Subsidiary of the Company, together with accrued and unpaid interest, outstanding as of the Closing Date; (iii) the contribution by the Company of its interest in New US LLC 1 to New Holdco BV; (iv) the contribution by the Company of its interest in Euramax International Holdings Limited to New US LLC 1; and (v) a loan by the Company of up to $230.0 million to New Holdco BV so long as an amount equal to the amount of such loan is distributed or dividended to the Company on or within 30 days following the Closing Date.

“Permitted Liens” means:

(1)Liens securing Indebtedness under the Credit Facility (including ABL Debt and other ABL Obligations), incurred under clauses (1) and (11) of the definition of “Permitted Debt” under Section 6.1(b);

(2)Liens securing the Notes;

(3)Liens in favor of the Company or any Restricted Subsidiary;

(4)Liens on property or Capital Stock of a Person existing at the time such Person is acquired by, merged with or into or consolidated, combined or amalgamated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to, and were not incurred in connection with or in contemplation of, such merger, acquisition, consolidation, combination or amalgamation and do not extend to any assets other than those of the Person acquired by or merged into or consolidated, combined or amalgamated with the Company or the Restricted Subsidiary;

(5)Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to, and were not incurred in connection with or in contemplation of, such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary;

(6)Liens existing on the Closing Date, other than liens to secure the Notes or to secure Obligations under the ABL Credit Facility outstanding on the Closing Date;

(7)Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Agreement (other than ABL Debt); provided that (a) the new Lien shall be limited to all or part of the same property and assets that secured the Indebtedness refinanced with such Permitted Refinancing Indebtedness, and (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

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(8)Liens to secure (a) Indebtedness (including Capital Lease Obligations) permitted by clause (5) of Section 6.1(b); provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or improvement; and (b) Indebtedness permitted by clause (20(a)) of Section 6.1(b); provided that any such Lien covers only the assets subject to the applicable Sale and Leaseback Transaction.

(9)Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits;

(10)Liens to secure the performance of bids, tenders, completion guarantees, public or statutory obligations, surety or appeal bonds, bid leases, performance bonds, reimbursement obligations under letters of credit that do not constitute Indebtedness or other obligations of a like nature, and deposits as security for contested taxes or for the payment of rent, in each case incurred in the ordinary course of business;

(11)Liens for taxes, assessments or governmental charges or claims that are not yet overdue or payable or subject to penalties for nonpayment or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision required under GAAP has been made therefor;

(12)carriers’, warehousemen’s, landlords’, mechanics’, suppliers’, materialmen’s and repairmen’s and similar Liens, or Liens in favor of customs or revenue authorities or freight forwarders or handlers to secure payment of customs duties, in each case (whether imposed by law or agreement) incurred in the ordinary course of business;

(13)licenses, entitlements, servitudes, easements, rights-of-way, restrictions, reservations, covenants, conditions, utility agreements, rights of others to use sewers, electric lines and telegraph and telephone lines, minor imperfections of title, minor survey defects, minor encumbrances or other similar restrictions on the use of any real property, including zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business, that were not incurred in connection with Indebtedness and do not, in the aggregate, materially diminish the value of said properties or materially interfere with their use in the operation of the business of the Company or any of its Restricted Subsidiaries;

(14)leases, subleases, licenses, sublicenses or other occupancy agreements granted to others in the ordinary course of business which do not secure any Indebtedness and which do not materially interfere with the ordinary course of business of the Company or any of its Restricted Subsidiaries;

(15)with respect to any leasehold interest where the Company or any Restricted Subsidiary of the Company is a lessee, tenant, subtenant or other occupant, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or sublandlord of such leased real property encumbering such landlord’s or sublandlord’s interest in such leased real property;

(16)Liens arising from UCC financing statement filings regarding precautionary filings, consignment arrangements or operating leases entered into by the Company or any of its Restricted Subsidiaries granted in the ordinary course of business;

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(17)Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) within general parameters customary in the banking industry or (iii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business;

(18)Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(6) so long as such Liens are adequately bonded;

(19)deposits made in the ordinary course of business to secure liability to insurance carriers;

(20)Liens arising out of conditional sale, title retention, consignment or similar arrangements, or that are contractual rights of set-off, relating to the sale or purchase of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(21)[INTENTIONALLY OMITTED];

(22)any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement permitted under the indenture;

(23)any extension, renewal or replacement, in whole or in part of any Lien described in clauses (4), (5), (6), (7), (12) through (15), (17), (18) and (22) through (29) of this definition of “Permitted Liens”; provided that any such extension, renewal or replacement is no more restrictive in any material respect than any Lien so extended, renewed or replaced and does not extend to any additional property or assets;

(24)Liens on cash or cash equivalents securing Hedging Obligations in existence on the Closing Date;

(25)Liens other than any of the foregoing incurred by the Company, or any Restricted Subsidiary of the Company with respect to Indebtedness or other obligations that do not, in the aggregate, exceed $10.0 million at any one time outstanding (which Indebtedness may constitute Consolidated Secured Indebtedness);

(26)Liens on Capital Stock issued by, or any property or assets of, any Foreign Subsidiary, New US LLC 1 and/or New US LLC 2 securing (a) Indebtedness incurred by a Foreign Subsidiary, New US LLC 1 and/or New US LLC 2 in compliance with Section 6.1 hereof or (b) Hedging Obligations;

(27)Liens deemed to exist in connection with Investments in repurchase agreements constituting Cash Equivalents, provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(28)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(29)Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement not prohibited by the indenture; and

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The Company may classify (or later reclassify) any Lien in any one or more of the above categories to the extent applicable (including in part in one category and in part another category).

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable of the Company or any of its Restricted Subsidiaries and enters into a third party financing thereof on terms that the Board of Directors of the Company or Parent has concluded are customary and market terms fair to the Company and its Restricted Subsidiaries.

“Permitted Refinancing Indebtedness” means:

(A)any Indebtedness of the Company or any of its Restricted Subsidiaries (other than Disqualified Stock) issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than Disqualified Stock and intercompany Indebtedness); provided that:

(1)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith);

(2)such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3)if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is contractually subordinated in right of payment to the Loans or the Loan Guarantees, such Permitted Refinancing Indebtedness is contractually subordinated in right of payment to, the Loans on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(4)if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Loans or any Loan Guarantees, such Permitted Refinancing Indebtedness is pari passu in right of payment with, or subordinated in right of payment to, the Loans or such Loan Guarantees; and

(5)such Indebtedness is incurred either (a) by the Company or any Subsidiary Guarantor or (b) by the Restricted Subsidiary who is the obligor on the

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Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(B)any Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace or refund other Disqualified Stock of the Company or any of its Restricted Subsidiaries (other than Disqualified Stock held by the Company or any of its Restricted Subsidiaries); provided that:

(1)the liquidation or face value of such Permitted Refinancing Indebtedness does not exceed the liquidation or face value of the Disqualified Stock so extended, refinanced, renewed, replaced or refunded (plus all accrued dividends thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith);

(2)such Permitted Refinancing Indebtedness has a final redemption date later than the final redemption date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Disqualified Stock being extended, refinanced, renewed, replaced or refunded;

(3)such Permitted Refinancing Indebtedness has a final redemption date later than the final maturity date of, and is contractually subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Disqualified Stock being extended, refinanced, renewed, replaced or refunded;

(4)such Permitted Refinancing Indebtedness is not redeemable at the option of the holder thereof or mandatorily redeemable prior to the final maturity of the Disqualified Stock being extended, refinanced, renewed, replaced or refunded; and

(5)such Disqualified Stock is issued either (a) by the Company or any Subsidiary Guarantor or (b) by the Restricted Subsidiary that is the Company of the Disqualified Stock being extended, refinanced, renewed, replaced or refunded.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“preferred stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

“PIK Portion” means with respect to any Interest Period, an amount of interest on the Loans accruing at the rate of 6.375% per annum.

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“Premium” means a fraction, the numerator of which is 100 and the denominator of which is 98.

“Pro Forma Cost Savings” means, with respect to any Relevant Transaction for any period, a reduction in net costs, achievement of integration and other synergies (including, without limitation, improvements to gross margins) and related adjustments in connection with such Relevant Transaction that (1) are directly attributable to the Relevant Transaction and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the Closing Date, (2) were actually implemented within 12 months after the date of the Relevant Transaction and prior to the Calculation Date that are supportable and quantifiable by underlying accounting records or (3) in connection with acquisitions only, the Company reasonably determines are expected to be realized within 12 months of the Calculation Date and, in the case of each of (1), (2) and (3), are described, as provided below, in an Officers’ Certificate, measured as if all such reductions in costs and integration and other synergies had been effected as of the beginning of such period.  Pro Forma Cost Savings described above shall be established by a certificate delivered to the Administrative Agent from the Company’s Chief Financial Officer or another Officer authorized by the Board of Directors of the Company or Holdings to deliver an Officers’ Certificate under this Agreement that outlines the specific actions taken or to be taken and the benefit achieved or to be achieved from each such action and, in the case of clause (3) above, that states such benefits have been determined to be probable.  Notwithstanding the foregoing, the aggregate Pro Forma Cost Savings taken into account in any determination of the Fixed Charge Coverage Ratio or the Consolidated Secured Debt Ratio, exclusive of Pro Forma Cost Savings consistent with Regulation S-X under the Securities Act, shall not exceed 10.0% of Consolidated Cash Flow as measured without giving effect to any Pro Forma Cost Savings.

“Principal Office” means, for the Administrative Agent, the “Principal Office” as set forth on Appendix A delivered on or prior to the Closing Date, or such other office or office of a third party or sub-agent, as appropriate, as the Administrative Agent may from time to time designate in writing to Company and each Lender.

“Promissory Note” means a promissory note in form and substance reasonably satisfactory to the Initial Lenders and the Company, as it may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time.

“Pro Rata Share” means with respect to all payments, computations and other matters relating to the Loans of any Lender, the percentage obtained by dividing (a) the principal amount of Loans (or, prior to the Closing Date, Commitments) held by such Lender by (b) the aggregate principal amount of all Loans (or, prior to the Closing Date, all Commitments).

“Qualified Equity Offering” means (i) any sale of Capital Stock (other than Disqualified Stock) of the Company pursuant to an underwritten offering registered under the Securities Act or (ii) any sale of Capital Stock (other than Disqualified Stock) of the Company so long as, at the time of consummation of such sale, the Company has a class of common equity securities registered pursuant to Section 12(b) or Section 12(g) under the Exchange Act, in each case other than public offerings with respect to the Company’s Capital Stock, or options, warrants or rights, registered on Form S-4 or S-8.

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“Rating Agency” means each of (1) S&P, (2) Moody’s and (3) if either S&P or Moody’s no longer provide ratings, any other ratings agency which is nationally recognized for rating debt securities.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any material real property.

“Relevant Transaction” as defined in clause (i) of the proviso to the definition of “Fixed Charge Coverage Ratio”.

“Refinancing Transaction” or “refinancing transaction” means the issuance of the Notes, the execution and delivery of and entry into the ABL Facility, the incurrence of the Loans, the execution and delivery of the related documentation, the exchange by the Initial Lenders of a portion of their Existing Lender Loans pursuant to which the Company is the sole borrower for a portion of the Loans and the use of proceeds in respect of the foregoing as described in the offering memorandum for the Notes under “Use of Proceeds”, including for the payment in full of the Existing First Lien Credit Agreement and the satisfaction of all obligations of the borrowers thereunder.

“Register” as defined in Section 2.7(b).

“Related Agreements” means, the First Lien Facility, ABL Credit Facility and each other document and instrument executed with respect to any of the foregoing agreements.

“Related Fund” means, with respect to any Lender (or, for the purposes of the definition of Independent Outside Director, any Person that is a Person listed in clause (i) of paragraph (b) of the definition of Independent Outside Director) that is an investment fund, account or vehicle, any other investment fund, account or vehicle that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender (or, for such purpose, any such Person that is a Person listed in clause (i) of paragraph (b) of the definition of Independent Outside Director) or by an Affiliate of such investment advisor.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material).

“Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (ii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iii) any response actions authorized by 42 U.S.C. 9601 et. seq.

“Replacement Assets” means (1) tangible assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

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“Replacement Lender” as defined in Section 2.24.

“Requisite Lenders” means one or more Lenders holding more than fifty percent (50%) of the aggregate unpaid principal amount of the Loans.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor to the rating agency business thereto.

“Sale and Leaseback Transaction” means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Securitization Subsidiary” means a Subsidiary of the Company

(1)that is designated a “Securitization Subsidiary” by the Board of Directors of the Company or Parent,

(2)that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(3)no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

(a)is Guaranteed by the Company, any Guarantor or any Restricted Subsidiary of the Company,

(b)is recourse to or obligates the Company, any Guarantor or any Restricted Subsidiary of the Company in any way, or

(c)subjects any property or asset of the Company, any Guarantor or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and

(4)with respect to which neither the Company, any Guarantor nor any Restricted Subsidiary of the Company (other than an Unrestricted Subsidiary) has any obligation to maintain or preserve such its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

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“Settlement Confirmation” as defined in Section 11.6(b).

“Settlement Service” as defined in Section 11.6(d).

“Significant Subsidiary” means any Restricted Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X under the Securities Act.

“Solvent” means, with respect to the Company and its Subsidiaries, taken as a whole, that as of the Closing Date both (a) Company’s and its Subsidiaries’ cash is not unreasonably small in relation to its business as contemplated on the Closing Date; and (b) Company and its Subsidiaries have not incurred and do not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due.

“Special Mandatory Repayment” as defined in Section 2.14(c).

“Spot Exchange Rate” means, at any date of determination thereof, the spot rate of exchange in London that appears on the display page applicable to the relevant currency on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the spot rate of exchange in London for the conversion of Dollars into such currency or such currency into Dollars); provided that if there shall at any time no longer exist such a page on such service, the spot rate of exchange shall be determined by reference to another similar rate publishing service selected by the Administrative Agents and reasonably acceptable to the Company.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Sterling” and “” means the lawful currency of the United Kingdom.

“Stockholders Agreement” means the Stockholders Agreement dated as of June 29, 2009, among Holdings and the stockholders named therein, as such agreement may be amended, restated, supplemented, modified and/or replaced from time to time.

“Subsidiary” means, with respect to any specified Person:

(1)any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person (or a combination thereof); and

(2)any partnership (a) the sole general partner or the managing general partner of which is such Person or a subsidiary of such Person or (b) the only general partners of which are such Person or one or more subsidiaries of such Person (or any combination thereof).

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“Subsidiary Guarantor” means a Guarantor that is a Restricted Subsidiary of the Company.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed (including any penalty, interest or additional amounts with respect thereto).

“Terminated Lender” as defined in Section 2.24.

“Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed in Maastricht on February 7, 1992 and came into force on November 1, 1993).

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unrestricted Subsidiary” means (i) any Securitization Subsidiary and (ii) any Subsidiary of the Company that is designated as an Unrestricted Subsidiary pursuant to a resolution of the Company’s or Parent’s Board of Directors in compliance with Section 6.9 of this Agreement and any Subsidiary of such Subsidiary.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or liquidation or face value, including payment at final maturity or redemption, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal or liquidation or face value amount of such Indebtedness or Disqualified Stock.

“Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or Investments by foreign nationals mandated by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

1.2.   Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.  Financial statements and other information required to be delivered by Company to Lenders pursuant to

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Section 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation.  Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements.

1.3.   Interpretation, etc.

Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. Definition of all agreements, instruments and documents shall, unless otherwise specified in such definition, refer to such agreement, instrument or document as amended, modified, supplemented, refinanced, restated or renewed from time to time in accordance with its terms and the terms of this Agreement.

SECTION 2.LOANS

2.1.   The Loans.  Subject to the terms and conditions set forth herein, on the Closing Date:

(a)Each Initial Lender shall, in lieu of the cash repayment due to it on account of its Designated Existing Lender Loans pursuant to which the Company is the sole borrower and in satisfaction of such Designated Existing Lender Loans, be deemed to have made Loans to the Company equal in amount to the product of (x) the Premium and (y) the principal amount of its Designated Existing Lender Loans on the Closing Date.

(b)Each Lender shall make an advance to the Company in Dollars equal to (i) its Commitment less (ii) the amount of its Designated Existing Lender Loans deemed repaid pursuant to Section 2.1(a), and shall be deemed to have advanced to the Company on account thereof an amount equal to the product of (x) the Premium and (y) the actual Dollar amount advanced by such Lender.

(c)The Company shall have the right to reduce (and, in no event, increase) the Commitments to no less than $98.0 million (such Commitments being reduced ratably based on each Lender’s Pro Rata Share). Any reductions to Commitments to be made by written notice (the “Borrowing Notice”) delivered to the Administrative Agent and the Initial Lenders no fewer than three (3) Business Days prior to the Closing Date. Immediately after the making of the Loans on the Closing Date, the Loans of each Lender shall be as set forth on Schedule 2.1(c),

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which Schedule shall be prepared by the Administrative Agent and appended to this Agreement upon receipt of the Borrowing Notice and prior to the Closing Date.

(d)The Commitments of the Lenders hereunder are several and not joint. No failure by any Lender to perform its obligations under this Agreement shall relieve any other Lender or the Company of any of its obligations hereunder, and no Lender shall be responsible for the obligations of, or any action taken or omitted by, any other Lender hereunder.

2.2.[INTENTIONALLY OMITTED.]

2.3.[INTENTIONALLY OMITTED.]

2.4.[INTENTIONALLY OMITTED.]

2.5.[INTENTIONALLY OMITTED.]

2.6.[INTENTIONALLY OMITTED.]

2.7.Evidence of Debt; Register; Lenders’ Books and Records; Promissory Notes

(a)Lenders’ Evidence of Debt.  Each Lender shall maintain on its internal records an account or accounts evidencing the Credit Document Obligations of the Company to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.  Any such recordation shall be conclusive and binding on the Company, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any of the Company’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b)Register.  Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders from time to time (the “Register”).  Information contained in the Register, as set forth therein at the close of business on the preceding Business Day, shall be available for inspection by any Lender and Company at any reasonable time and from time to time upon reasonable prior notice and shall be made available to Lenders and Company by electronic mail.  Administrative Agent shall record, or shall cause to be recorded, in the Register the Loans in accordance with the provisions of Section 11.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Company and each Lender making Loans to the Company, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect Company’s obligations to repay any Obligation.  Company hereby designates Administrative Agent to serve as Company’s agent solely for tax purposes and solely for purposes of maintaining the Register as provided in this Section 2.7(b), and Company hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its agents, sub-agents and affiliates and officers, directors and employees of any of them shall constitute “Indemnitees.”

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(c)Promissory Notes.  If so requested by any Lender by written notice to the Company (with a copy to Administrative Agents) at least two Business Days prior to the Closing Date, or at any time thereafter, the Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 11.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Company’s receipt of such notice) a Promissory Note or Promissory Notes to evidence such Lender’s Loans.

2.8.   Interest on Loans.  (a)  The Loans shall accrue interest at the Interest Rate and accrued interest on each Loan shall, subject to Section 2.8(b), be payable in arrears in cash on each Interest Payment Date; provided that interest accrued pursuant to Section 2.10 shall be payable on demand and (y) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(b)The Company may, at its option, elect to pay a portion of the interest on the Loans equal to the PIK Portion by increasing the outstanding principal amount of the Loans by the PIK Portion (a “PIK Election”); provided that (i) the Company may only make a PIK Election for any Interest Period by providing notice to the Administrative Agent at least five (5) Business Days prior to the start of such Interest Period and (ii) the Company may not make more than six (6) PIK Elections during the term of this Agreement.

(c)All interest hereunder shall be computed on the basis of a year of 360 days.

2.9.   [INTENTIONALLY OMITTED.]

2.10.Default Interest.  Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand in cash at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans.  Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

2.11.   Fees.  On the Closing Date and on each anniversary thereof, the Company shall pay to the Administrative Agent for its own account, a nonrefundable annual administration fee in the amount specified in the Administrative Agent’s Fee Letter.

2.12.   Repayment of Loans at Maturity.(a)     Subject to the other paragraphs of this Section, to the extent not previously paid, outstanding Loans shall be due and payable on the Maturity Date (which, for the avoidance of doubt, shall include any increase in the principal amount of the outstanding Loans as a result of the Company’s exercise of the PIK Election, less any repayments prior to the Maturity Date).

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2.13.   Voluntary Prepayments.(a)If the Maturity Date as of the Closing Date:

(i) is five and one-half (5 1/2) years, except as set forth in clause (b) of this Section 2.13, the Company shall not have the option to prepay the Loans prior to the second anniversary of the Closing Date.  On or after such date, and subject to five (5) Business Days’ prior notice to the Administrative Agent, the Company shall have the option to prepay the Loans, in whole or in part, at the prices (expressed as percentages of the Loans) set forth below, plus accrued and unpaid interest, if any, to the applicable prepayment date:

Prepayment Date	Percentage
On or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date	103%
On or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date	102%
On or after the fourth anniversary of the Closing Date	100%

(ii) is more than five and one-half (5 1/2) years, except as set forth in clause (b) of this Section 2.13, the Company shall not have the option to prepay the Loans prior to the third anniversary of the Closing Date.  On or after such date, and subject to five (5) Business Days’ prior notice to the Administrative Agent, the Company shall have the option to prepay the Loans, in whole or in part, at the prices (expressed as percentages of the Loans) set forth below, plus accrued and unpaid interest, if any, to the applicable prepayment date:

Prepayment Date	Percentage
On or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date	103%
On or after the fourth anniversary of the Closing Date but prior to the fifth anniversary of the Closing Date	102%
On or after the fifth anniversary of the Closing Date	100%

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(b)   Notwithstanding the provisions of clause (a) of this Section 2.13, at any time prior to the second anniversary of the Closing Date, the Company may on one or more occasions prepay up to 35% of the aggregate principal amount of the Loans outstanding on the Closing Date at a prepayment price (expressed as a percentage of the Loans) of 100% plus the cash-pay Interest Rate of the principal amount thereof, plus accrued and unpaid interest, if any, to the prepayment date, with the net cash proceeds of one or more Qualified Equity Offerings, provided that each prepayment occurs within 10 days of the closing of each such Qualified Equity Offering.

2.14.Mandatory Prepayment Offers.

(a)Change of Control Prepayment Offer.  Upon the occurrence of a Change of Control, each Lender will have the right to require the Company to prepay all or any part of such Lender’s Loans at a prepayment price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment, except to the extent that the Company has previously elected to prepay Loans pursuant to Section 2.13(a).

Within thirty (30) Business Days following any Change of Control, except to the extent that the Company has exercised its right to prepay the Loans as described in Section 2.13(a), the Company shall mail a notice (a “Change of Control Offer”) to each Lender with a copy to the Administrative Agent stating:

(1)that a Change of Control has occurred and that such Lender has the right to require the Company to prepay such Lender’s Loans at a prepayment price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the “Change of Control Prepayment”);

(2)the circumstances and relevant facts and financial information regarding such Change of Control;

(3)the prepayment date (the “Change of Control Payment Date”) (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

(4)the instructions determined by the Company, consistent with this Section 2.14, that a Lender must follow in order to have its Loans repaid.

On the Change of Control Payment Date, if the Change of Control shall have occurred, the Company will pay an amount equal to the Change of Control Payment in respect of all Loans so tendered.

(b)Asset Sales.  The Company shall make any prepayments or offer to make any prepayments as may be required pursuant to Section 6.7.

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(c)   AHYDO Prepayment.  Company shall pay on the first Interest Payment Date occurring after the fifth anniversary of the Closing Date and on each subsequent Interest Payment Date (or, if earlier, before the close of any “accrual period” (as defined in Section 1272(a)(5) of the Internal Revenue Code) ending after the fifth anniversary of the Closing Date) a portion of the accrued but unpaid interest on the Loans (including any such accrued interest added to principal pursuant to Section 2.8) in an amount sufficient to ensure that the Loans will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Internal Revenue Code (each payment a “Special Mandatory Repayment”) and that the Loans shall be treated as not having “significant original issue discount” within the meaning of Section 163(i)(2) of the Internal Revenue Code.  This Section 2.14(c) shall be interpreted in a manner consistent with the intent that the Loans will not be an “applicable high yield discount obligation” and that the Loans will be treated as not having “significant original issue discount”, as such terms are defined above. For purposes of determining the amount of any payments required to be made by this Section 2.14(c), the issue price of entire amount of the Loans (as defined in Sections 1273(b) of the Internal Revenue Code) shall be determined based on the amount of cash actually advanced by the Lenders for a portion of the Loans pursuant to Section 2.1(b), as set forth on Schedule 2.1(c).

2.15.   [INTENTIONALLY OMITTED.]

2.16.   General Provisions Regarding Payments.

(a)All payments by the Company of principal, interest, fees and other Credit Document Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 2:00 p.m. (Local Time) on the date due at the Principal Office designated by the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Company on the next succeeding Business Day.

(b)All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.

(c)The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent.

(d)[INTENTIONALLY OMITTED.]

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(e)Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, such extension of time shall be included in the computation of the payment of interest hereunder.

(f)The Administrative Agent shall deem any payment by or on behalf of the Company hereunder that is not made in same day funds prior to 2:00 p.m. (Local Time) to be a non-conforming payment.  Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day.  The Administrative Agent shall give prompt written notice to the Company and each applicable Lender if any payment is non-conforming.  Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a).  Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

2.17.   Ratable Sharing.  Lenders hereby agree among themselves that, except as otherwise provided in Sections 2.14(a) and (b), if any of them shall, whether by voluntary payment, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or any other applicable legislation, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender in its capacity as a Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest.

2.18.   Making or Maintaining Loans.

(a)[INTENTIONALLY OMITTED.]

(b)Illegality or Impracticability of Loans.  In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto absent manifest error but shall be made only after

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consultation with the Company and Administrative Agents) that the making, maintaining or continuation of its Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (in writing) to the Company and Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender).  Thereafter the Affected Lender’s obligation to maintain its outstanding Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and the Affected Loans shall be repaid by the Company, on the date of such termination, together with all interest accrued thereon.

(c)[INTENTIONALLY OMITTED.]

(d)Booking of Loans.  Any Lender may make, carry or transfer Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

2.19.Increased Costs; Capital Adequacy.

(a)Compensation For Increased Costs and Taxes.  Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (which Tax shall (A) exclude any Tax imposed by a Governmental Authority as a result of a connection or former connection between a Lender and the jurisdiction imposing such Tax, including, without limitation, any connection arising from being a citizen, domiciliary or resident of such jurisdiction, being organized in such jurisdiction, or having a permanent establishment or fixed place of business therein, but excluding any connection arising solely from the rights and obligations as a Lender, or the activities of such Lender, pursuant to or in respect of this Agreement or the other Credit Documents, and (B) include any Tax (other than a net income tax) imposed both as a result of a connection between a Lender and the jurisdiction imposing such Tax and as a result of a connection between the Company and the jurisdiction imposing such Tax) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable

50

lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder.  Such Lender shall deliver to the Company (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b)Capital Adequacy Adjustment.  In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans, or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by the Company from such Lender of the statement referred to in the next sentence, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to the Company (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

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2.20.Taxes; Withholding, etc.

(a)   Payments to Be Free and Clear.  Subject to Section 2.20(b), sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax imposed, levied, collected, withheld or assessed by any Governmental Authority.

(b)   Withholding of Taxes.  If any Credit Party or any other Person is required by law to make any deduction or withholding from any sum paid or payable by any Credit Party to the Administrative Agent or any Lender under any of the Credit Documents on account of any Tax (which Tax shall (A) exclude any Tax imposed by a Governmental Authority as a result of a connection or former connection between such Lender or Applicable Administrative Agent (as the case may be) and the jurisdiction imposing such Tax, including, without limitation, any connection arising from being a citizen, domiciliary or resident of such jurisdiction, being organized in such jurisdiction, or having a permanent establishment or fixed place of business therein, but excluding any connection arising solely from the rights and obligations as a Lender, or the activities of such Lender, pursuant to or in respect of this Agreement or the other Credit Documents, (B) exclude any Tax on the overall net income of any Lender, and (C) include any Tax (other than a net income tax) imposed both as a result of a connection between a Lender or the Administrative Agent (as the case may be) and the jurisdiction imposing such Tax and as a result of a connection between the Company and the jurisdiction imposing such Tax) (i) Company shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company shall deliver to the Administrative Agent evidence satisfactory to the Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above that is attributable to such Lender’s failure to comply with (x) the requirements of paragraph (g), (h) or (i) of this Section or that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Company with respect to Taxes pursuant to this Section 2.20, or (y) FATCA.  For the avoidance of doubt, no additional amount shall be required to be paid to any Lender under clause (iii) above in respect of United States withholding taxes

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that are attributable to such Lender’s status as a “10-percent shareholder” (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Company.

(c)   [INTENTIONALLY OMITTED.]

(d)   [INTENTIONALLY OMITTED.]

(e)   [INTENTIONALLY OMITTED.]

(f)   In addition, the Company shall pay any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document to the relevant Governmental Authority in accordance with applicable law.

(g)   Evidence of Exemption From U.S. Withholding Tax.  The Administrative Agent and each Lender making a Loan to Company that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Lender”) shall deliver to the Administrative Agent for transmission to the Company on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8IMY, W8-EXP or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation reasonably requested by Company to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot comply with clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation reasonably requested in writing by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents.  The Administrative Agent and each Lender making a Loan to Company that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) and is not a person whose name indicates that it is an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(ii) of the United States Treasury Regulations) shall deliver to the Company and the Administrative Agent on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of

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Company or Administrative Agent (each in the reasonable exercise of its discretion) two original copies of Form W-9 (or successor forms).  Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(g) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-9, W-8BEN or W-8ECI, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation reasonably requested by Company to confirm or establish that such Lender is not subject to (or, in the case of a Lender that has properly claimed a reduced rate of withholding on the date it became a party to this Agreement, is subject to the same reduced rate of) deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents.  Credit Parties shall not be required to pay any additional amount with respect to U.S. withholding taxes to any Non-U.S. Lender under Section 2.20(b)(iii) if such Lender shall have failed to deliver the forms, certificates or other evidence referred to in the fourth sentence of this Section 2.20(g); provided, if such Lender shall have satisfied the requirements of the first and second sentences of this Section 2.20(g) on or prior to the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this fifth sentence of Section 2.20(g) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change after such Lender becomes a party to this Agreement in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

(h)   A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Company is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall cooperate with the Company in completing any procedural formalities necessary for the Company to obtain authorization to make payments without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver any necessary documentation and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Lender, but the Lender shall be obliged, and undertakes, to complete any steps forming part of such procedural formalities that are within its own control as promptly as is reasonably possible following it becoming a party to this Agreement, subject to the Lender receiving from the Company all the necessary information and documentation reasonably requested by the Lender.

(i)   In addition, each Lender and the Administrative Agent shall deliver to the Administrative Agent and the Company such other tax forms or other documents as

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shall be prescribed by applicable law to demonstrate, where applicable, that payments under this Agreement and the other Credit Documents to such Lender or the Administrative Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA.

2.21.   Obligation to Mitigate.  Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) maintain its Loans through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless the Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (a) above.  A certificate as to the amount of any such expenses payable by the Company pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Company (with a copy to the Administrative Agent) shall be conclusive absent manifest error.

2.22.   Refunds.  If any Lender receives a refund in respect of any amounts paid by the Company pursuant to Section 2.19 (insofar as it relates to Taxes) or Section 2.20, which refund in the reasonable discretion of such Lender is allocable to such payment, it shall promptly notify the Company of such refund and shall promptly pay the amount of such refund to the Company, together with all interest received by such Lender on such amount, but after deducting any cost incurred by such Lender in connection with such refund; provided that the Company, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Company (including any applicable interest, fees and penalties) in the event that the Administrative Agent or such Lender is required to repay such refund to the relevant Governmental Authority.

2.23.   [INTENTIONALLY OMITTED.]

2.24.   Removal or Replacement of a Lender.  Anything contained herein to the contrary notwithstanding, in the event that: (A) (i) any Lender shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Company’s request for such withdrawal; then, with respect to such Lender, (the “Terminated Lender”) and (B) at any time after the Initial Lenders have transferred all or a portion of the Loans held by them on the Closing Date, any Lender becomes a “Non-Consenting Lender” (as defined below in

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this Section 2.24), Company may by giving written notice to Administrative Agent and any Terminated Lender of their election to do so, elect to cause such Terminated Lender or such Non-Consenting lender, as the case may be (and such Terminated Lender or such Non-Consenting Lender, as the case may be, hereby irrevocably agrees) to assign its outstanding Loans, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 11.6 (but without the requirement to execute a Settlement Confirmation or an Assignment Agreement) and Company or the Replacement Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender or the Non-Consenting Lender, as the case may be, an amount equal to the sum of an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender or the Non-Consenting Lender, as the case may be, and expenses and other indemnification payments due and payable under this Agreement; and (2) in the case of the Terminated Lender on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.19 or 2.20; or otherwise as if it were a prepayment.  Upon the prepayment of all amounts owing to any Terminated Lender or any Non-Consenting Lender, as the case may be, such Terminated Lender or such Non-Consenting Lender, as the case may be, shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender or such Non-Consenting Lender, as the case may be, to indemnification hereunder shall survive as to such Terminated Lender or such Non-Consenting Lender, as the case may be.

In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Credit Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.5 and (iii) the Requisite Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

SECTION 3.CONDITIONS PRECEDENT

3.1.   Conditions to Closing Date.

The obligation of each Lender to make or advance Loans hereunder (whether deemed or not) is subject to the satisfaction of the following conditions precedent:

(a)Execution of Credit Documents.  The Administrative Agent shall have received copies of each Credit Document, including, without limitation, the Promissory Notes, if any, and the Holdings Guaranty, originally executed and delivered by each applicable Credit Party or other Person for each Lender.

(b)Organizational Documents; Incumbency.  The Administrative Agent shall have received (i) one copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such

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Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agents may reasonably request.

(c)Organizational Structure.  Either the organizational structure of Holdings and its Subsidiaries shall be substantially as set forth on Schedule 3.1(c) on the Closing Date or Holdings and its Subsidiaries shall have taken steps to effect the organizational structure set forth on Schedule 3.1(c) within 90 days after the Closing Date.

(d)Existing First Lien Credit Agreement.  The Obligations under the Existing First Lien Credit Agreement, including the Existing Lender Loans (other than Designated Existing Lender Loans) and interest owing on the Existing Lender Loans to the Closing Date, shall have been paid in full and the liens in respect thereof released and discharged.

(e)First Lien Facility.  The Company shall have issued the notes contemplated by the First Lien Facility in an aggregate principal amount equal to $375 million plus, if applicable, the difference between $125.0 million and the actual amount of Loans made or deemed made by the Initial Lenders to the Company pursuant to Section 2.1.  The Stated Maturity of the First Lien Facility shall be a date no earlier than five (5) years from the Closing Date.

(f)ABL Credit Facility.  The ABL Credit Facility shall have become effective on terms substantially consistent with the term sheet for the ABL Credit Facility previously delivered to the Initial Lenders and availability thereunder shall not be less than $70.0 million.

(g)Absence of Default. There shall be no Default under this Agreement or any Related Agreement.

(h)Related Agreements.  The Company shall have delivered to the Administrative Agent complete and correct copies of each Related Agreement and all exhibits and schedules thereto as of the Closing Date.

(i)Governmental Authorizations and Consents.  Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the transactions contemplated by the Credit Documents and the Related Agreements and each of the foregoing shall be in full force and effect unless in each case the failure to obtain such Governmental Authorization or

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such consents could not have been reasonably expected to have a Material Adverse Effect.

(j)Administrative Agent.  A Person reasonably acceptable to the Initial Lenders shall have accepted an appointment as “Administrative Agent” hereunder.

(k)Financial Statements.  Lenders shall have received from Company the Historical Financial Statements.  The Historical Financial Statements for fiscal year 2010 shall not differ in a manner that is material and adverse to the Lenders from the preliminary financial statements delivered to the Initial Lenders on or prior to the date hereof.

(l)Evidence of Insurance.  Administrative Agent shall have received a certificate form the Company’s insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect.

(m)Opinions of Counsel to Credit Parties.  Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Fried, Frank, Harris, Shriver & Jacobson LLP, New York counsel for Credit Parties and (ii) local counsel in each jurisdiction in which a Significant Subsidiary is formed, incorporated or organized, as to such matters as the Administrative Agent may reasonably request, each dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(n)Fees and Expenses.  All fees and expenses payable hereunder (including all reasonable fees and expenses of counsel) invoiced to the Company prior to the Closing Date shall have been paid.

(i)Solvency Certificate.  The Administrative Agent shall have received a customary certificate, dated as of the Closing Date, certified by the chief financial officer of the Company, stating that the Company and its Subsidiaries, on a consolidated basis after giving effect to the Refinancing Transaction are Solvent.

(o)Closing Date.  The Closing Date shall have occurred on or prior to March 31, 2011.

(p)Accuracy of Representations and Warranties.  The representations and warranties of the Company and each other Credit Party contained in Article IV shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that the representations and warranties that are qualified by materiality shall be true and correct in all respects).

(q)Certain transactions prior to Closing Date.  From the date hereof until the Closing Date, Holdings and its Subsidiaries shall not have (i) made any Restricted Payments, (ii) made any Investments, (iii) incurred any Indebtedness or (iv) permitted,

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created incurred, assumed or suffered to exist any Lien, except for those transactions (a) made in the ordinary course or (b) made in connection with the Refinancing Transactions.

SECTION 4.REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Agreement, each Credit Party represents and warrants to each Lender, on the Closing Date, that the following statements are true and correct in all material respects or, with respect to any of the following statements that are subject to a Material Adverse Effect qualification, in all respects (except to the extent such representations specifically relate to an earlier date in which case such representations and warranties shall have been true and correct in all material respects or in all respects, as applicable, on and as of such earlier date):

4.1.Organization; Requisite Power and Authority; Qualification.  Each of Company and its Subsidiaries (a) is duly organized, validly existing and (to the extent such concept is relevant) in good standing under the laws of its jurisdiction of organization or incorporation, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or (to the extent such concept is relevant) in good standing has not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.2.   Capital Stock and Ownership.  All of the oustanding shares of Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable.  Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries.

4.3.   Due Authorization.  The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

4.4.   No Conflict.  The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the Refinancing Transaction contemplated by the Credit Documents do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its

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Subsidiaries, any of the Organizational Documents of Company or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government in any jurisdiction binding on Company or any of its Subsidiaries except to the extent such violation could not be reasonably expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien, other than Permitted Liens, upon any of the properties or assets of Company or any of its Subsidiaries; or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and except for any such approvals or consents the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

4.5.   Governmental Consents.  The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except as contemplated in Section 3.1 or as otherwise in connection with the Related Agreements, except for filings and recordings expressly set forth on Schedule 4.5 and except for any registration, consents, approvals, notices or other actions, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.6.   Binding Obligation.  Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether enforceability is considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

4.7.   Historical Financial Statements.  The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of December 31, 2010, neither the Company nor any of its Subsidiaries has any contingent liability for taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements for fiscal year 2010 or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) of Company and any of its Subsidiaries taken as a whole.

4.8.   [INTENTIONALLY OMITTED.]

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4.9.   No Material Adverse Change.  Since December 31, 2010, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10.   Adverse Proceedings, etc.  There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.  Neither Company nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.11.   Taxes.  Except as otherwise permitted under Section 5.3, each of the Company and its Subsidiaries has filed all federal, state and foreign income and franchise tax returns required to be filed by them or received timely extensions thereof and has paid all taxes shown as due thereon, except where the failure to so file such returns and pay such taxes would not, individually or in the aggregate, have a Material Adverse Effect.  Other than tax deficiencies that the Company or any of its Subsidiaries is contesting in good faith and for which the Company or such Subsidiary has provided appropriate reserves, there is no tax deficiency that has been assessed against the Company or any of its Subsidiaries that would, individually or in the aggregate, have a Material Adverse Effect.

4.12.Properties.(a)Each of Company and its Subsidiaries has title to all material real property and title to all material personal property and assets reflected in their respective Historical Financial Statements referred to in Section 4.7, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business, free and clear of all Liens, except (i) Permitted Liens, (ii) Liens contemplated by the Credit Documents, the Notes Indenture, the ABL Credit Facility or any documents or agreements related to the foregoing, or (iii) to the extent that failure to have such title or to the extent that the existence of such Liens would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.13.Environmental Matters.  Except as would not, individually or in the aggregate, have a Material Adverse Effect, (A) the Company and each of its Subsidiaries are in compliance with and not subject to liability under applicable Environmental Laws (as defined below), (B) each of the Company and its Subsidiaries has made all filings and provided all notices required under any applicable Environmental Law, and has and is in compliance with all permits required under any applicable Environmental Laws and each of them is in full force and effect, (C) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of the Company or its Subsidiaries, threatened against the Company or any of its Subsidiaries under any Environmental Law, (D) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company or any of its Subsidiaries, (E) none of the Company or its Subsidiaries has received notice that it has been identified as a potentially

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responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (F) no property or facility of the Company or any of its Subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority and (G) none of the Company or any of its Subsidiaries is conducting or paying for in whole or in part any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject to or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law.

4.14.   No Defaults.  Neither Company nor any of its Subsidiaries is in breach of or default under (nor has any event occurred that, with notice or passage of time or both, would constitute a default under), or in violation of any of the terms or provisions under, any of its Contractual Obligations, except for any such breach, default, violation or event that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

4.15.   [INTENTIONALLY OMITTED.]

4.16.   Governmental Regulation.  Neither Company nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal, state or foreign statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Credit Document Obligations unenforceable.  Neither Company nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.17.   Margin Stock.  Neither Company nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.  No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors.

4.18.   Employee Matters.  Neither Company nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect.  There is (a) no unfair labor practice complaint pending against Company or any of its Subsidiaries, or to the best knowledge of Company, threatened against Company or any of its Subsidiaries before the National Labor Relations Board (or any foreign equivalent thereof) and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Company or any of its Subsidiaries or to the best knowledge of Company, threatened against Company or any of its Subsidiaries, (b) no strike or work stoppage in existence or threatened involving Company or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect,  and (c) to the best knowledge of Company, no union representation question existing with respect to the employees of Company

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or any of its Subsidiaries and, to the best knowledge of Company, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

4.19.ERISA.  Except as would not, individually or in the aggregate, have a Material Adverse Effect, none of the Company or its Subsidiaries has any liability for any prohibited transaction or funding deficiency or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan that is subject to ERISA, to which the Company or any of its Subsidiaries makes or ever has made a contribution and in which any employee of the Company or any of its Subsidiaries is or has ever been a participant.  With respect to such plans, each of the Company and its Subsidiaries is in compliance in all material respects with all applicable provisions of ERISA except for any non-compliance that would not, individually or in the aggregate, have a Material Adverse Effect.

4.20.Certain Fees.  No broker’s or finder’s fee or commission will be payable with respect hereto or any of the transactions contemplated hereby.

4.21.Solvency.   The Company and its Subsidiaries, taken as a whole, are Solvent.

4.22.Related Agreements.

(a)Representations and Warranties.  Except to the extent otherwise expressly set forth herein or in the schedules hereto, and subject to the qualifications set forth therein, each of the representations and warranties given by any Credit Party in any Related Agreement is true and correct in all material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically relates).

(b)Governmental Approvals.  All Governmental Authorizations and all other authorizations, approvals and consents of any other Person required by the Related Agreements or to consummate the Refinancing Transaction have been obtained and are in full force and effect.

(c)Conditions Precedent.  On the Closing Date, (i) all of the conditions to effecting or consummating the Refinancing Transaction set forth in the Related Agreements will have been duly satisfied and (ii)  and the Refinancing Transaction will have been consummated substantially in accordance with the Related Agreements applicable thereto and all applicable laws.

4.23.Compliance with Statutes, etc.  Each of Company and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any Governmental Authorizations issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Company or any of its Subsidiaries), except such

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non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.24.Disclosure.  No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written statements furnished to Lenders by or on behalf of Company or any of its Subsidiaries for use in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact (known to Company, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made.

4.25.Patriot Act.  To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the Untied States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Act”).  No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

SECTION 5.AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that from the Closing Date until payment in full of all Credit Document Obligations, each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.  Notwithstanding anything to the contrary in any Credit Document, the requirement of any delivery by any Credit Party, under this Section 5, Section 2 or otherwise under this Agreement or under any Credit Document, shall be satisfied solely where such delivery is by (i) Company on behalf of such Credit Party and each Credit Party authorizes Company to make such delivery and prepare and execute on such Credit Party’s behalf the documents to be delivered thereunder and acknowledges that the Administrative Agent and Lenders may rely on such documents prepared and transmitted by Company or (ii) transmission or physical delivery by Company following due execution by the applicable Credit Party.

5.1.   Financial Statements and Other Reports.  Company and each other Credit Party will deliver to Administrative Agents and Lenders:

(a)[INTENTIONALLY OMITTED.];

(b)Quarterly Financial Statements.  As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations and changes in equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and

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for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in comparative form the corresponding figures for the previous Fiscal Year, together with a Financial Officer Certification and MD&A with respect thereto; provided, however, that the timely filing by the Company with the Comission of a quarterly report on Form 10-Q (or any successor form) shall satisfy the requirements under this Section 5.1(b);

(c)Annual Financial Statements.  As soon as available, and in any event within 120 days after the end of each Fiscal Year (preceded by the delivery of unaudited financial statements required by this clause (c) within 90 days after the end of such Fiscal Year), (i) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in comparative form the corresponding figures for the previous Fiscal Year, together with a Financial Officer Certification and MD&A with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company; provided, however, that the timely filing by the Company with the Comission of an annual report on Form 10-K (or any successor form) shall satisfy the requirements under this Section 5.1(c);

(d)Certificate of No Default.  Together with each delivery of financial statements of Company and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Officer’s Certificate certifying that no Default or Event of Default has occurred and is continuing under this Agreement or the other Credit Documents or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature of the Default or Event of Default and what action the Company has taken, is taking and proposes to take with respect thereto;

(e)[INTENTIONALLY OMITTED.];

(f)Notice of Default.  Promptly upon any officer of Company obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Company with respect thereto; (ii) that any Person has given any notice to Company or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(a)(5); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto;

(g)Notice of Litigation.  Promptly upon an Officer of the Company obtaining knowledge thereof, written notice of any Adverse Proceeding commenced or threatened against any Credit Party that would reasonably be expected to have a Material Adverse Effect;

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(h)Other Information.  (A) Promptly upon their becoming available, copies of (i) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Company or any of its Subsidiaries with the Commission, and (ii) all press releases and other statements made available generally by Company or any of its Subsidiaries to the public concerning material developments in the business of Company or any of its Subsidiaries taken as a whole, (B) any other information and data with respect to the Company or any of its Subsidiaries as from time to time may be delivered under the First Lien Facility and/or to the extent reasonably requested by any Lender then holding ten percent (10%) or more of the aggregate Loans outstanding, the ABL Credit Facility or any other financing facility, financing arrangement or indenture in respect of Indebtedness in excess of $25.0 million and (C) such other information and data with respect to Company or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender then holding ten percent (10%) or more of the aggregate Loans outstanding.

Notwithstanding anything in this Section 5.1 to the contrary, the Company will not be deemed to have failed to comply with any of its agreements set forth under this Section 5.1 for purposes of clause (4) under Section 8.1 until 30 days after the date any report required to be provided under this Section 5.1 is due, and any failure to comply with this Section 5.1 shall be automatically cured when the Company or Holdings provides all required reports or files all required reports with the Commission.

5.2.Existence.  Except as otherwise permitted under Section 6.5, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, no Credit Party or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if (i) such Person’s Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders or (ii) the failure to preserve and keep in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

5.3.   Payment of Taxes and Claims.  Each Credit Party will, and will cause each of its Subsidiaries to, pay all federal and other material Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor.  No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings, Company or any of their Subsidiaries).

5.4.   Maintenance of Properties.  Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition,

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ordinary wear and tear excepted, all material properties used or useful in the business of Company and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof except where the failure of any of the foregoing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.5.   Insurance.  Company will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Company and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to any reasonable self insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons.

5.6.   Inspections; Access to Management and Information  Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender and any legal or financial consultants or advisors to the Administrative Agent or any Lender (any such consultant or advisor, an “Advisor”) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.  If such visit and inspection occurs at a time when no Default or Event of Default has occurred and is continuing, such visit and inspection by Lenders shall be coordinated through the Administrative Agent, shall be limited to one visit and inspection during any consecutive three-month period and any travel expenses shall be at the expense of such Lender.

5.7.Lenders Meetings.  Company will, upon the request of Administrative Agent or Requisite Lenders participate in a meeting with Administrative Agent and Lenders once during each Fiscal Quarter to be held at Company’s corporate offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agents.

5.8.Compliance with Laws.  Each Credit Party will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.9.[INTENTIONALLY OMITTED.]

5.10.Subsidiaries.  If the Company or any of its Restricted Subsidiaries (A) acquires or creates another Wholly Owned Restricted Subsidiary (other than an Excluded Subsidiary) on or after the date of this Agreement or (B) any Restricted Subsidiary of the Company becomes a guarantor of the First Lien Facility or any other Indebtedness of the Company or any Subsidiary

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Guarantor or becomes an obligor with respect to the ABL Credit Facility, then, within 45 days of the date of such event, as applicable, such Subsidiary must (a) execute and deliver to Administrative Agent a Counterpart Agreement or another guaranty agreement with respect to the Obligations under this Agreement in form and substance reasonably satisfactory to Administrative Agent and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(b) and 3.1(m).  With respect to each such Subsidiary, Company shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) to the extent applicable, the date on which such Person became a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedule 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.2 for all purposes hereof. This Section 5.10 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. In addition, in the event that any Wholly Owned Restricted Subsidiary that is an Excluded Subsidiary ceases to be an Excluded Subsidiary, or if any Excluded Subsidiary becomes a guarantor or obligor with respect to the ABL Credit Facility or any other Indebtedness of the Company or any Subsidiary Guarantor, then, within 45 days of the date of such event, as applicable, such Subsidiary must (a) execute and deliver to Administrative Agent a Counterpart Agreement or another guaranty agreement with respect to the Obligations under this Agreement in form and substance reasonably satisfactory to Administrative Agent and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(b) and 3.1(m).

5.11.   Further Assurances.  At any time or from time to time upon the request of the Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the purposes of the Credit Documents.  In furtherance and not in limitation of the foregoing (and to the extent not already in effect and to the extent permitted by applicable laws), each Credit Party shall take such actions as the Administrative Agent may reasonably request from time to time to ensure that the Credit Document Obligations (or relevant part thereof) are guarantied by the Guarantors.

SECTION 6.NEGATIVE COVENANTS

The Company covenants and agrees that, from the Closing Date until payment in full of all Indebtedness under the Loans, the Company shall perform, and shall cause each of its Restricted Subsidiaries as applicable to perform, all covenants in this Section 6.

6.1.Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt) or issue any shares of Disqualified Stock, and the Company will not permit any of its Restricted Subsidiaries to issue

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any preferred stock (other than in each case Disqualified Stock or preferred stock of Restricted Subsidiaries held by the Company or a Restricted Subsidiary, so long as so held); provided, however, that (i) the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) and issue Disqualified Stock and (ii) any Subsidiary Guarantor may issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred, at the beginning of such four-quarter period.

(b) The provisions of Section 6.1(a) hereof will not prohibit the incurrence or issuance of any of the following (collectively, “Permitted Debt”):

(1) Indebtedness incurred by the Company or any Subsidiary Guarantor (as borrower, co-borrower, guarantor, obligor, co-obligor or otherwise) under one or more Credit Facilities (including the ABL Credit Facility) in an aggregate principal amount at any one time outstanding under the provision described in this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed an amount equal to the greater of (A) $70.0 million and (B) the Borrowing Base as of the date of such incurrence;

(2) Indebtedness under the Obligations with respect to the Loans, the Loan Guarantees, this Agreement and any documents related to the foregoing;

(3) Indebtedness incurred by the Company and the Subsidiary Guarantors represented by the Notes and the Note Guarantees;

(4) Indebtedness of the Company and the Subsidiary Guarantors existing on the Closing Date (other than Indebtedness described in clauses (1), (2) and (3);

(5) Indebtedness of the Company or any of its Restricted Subsidiaries (including without limitation Capital Lease Obligations, mortgage financings or purchase money obligations), Disqualified Stock issued by the Company or any Restricted Subsidiary and preferred stock issued by any Restricted Subsidiary, in each case incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets used in the business of the Company or such Restricted Subsidiary or in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets (but no other material assets)), in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision described in this clause (5), not to exceed as of any date of incurrence the greater of (a) 3.75% of the Company’s Consolidated Total Assets and (b) $25.0 million;

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(6) Permitted Refinancing Indebtedness incurred by the Company or any of its Restricted Subsidiaries in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement to be incurred or Disqualified Stock or Preferred Stock permitted to be issued under Section 6.1(a) hereof or clause (2), (3), (4), (6), (9) or (19) of this Section 6.1(b);

(7) Intercompany Indebtedness incurred by the Company or any of its Restricted Subsidiaries and owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that:

(a)if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is a Person other than the Company or a Subsidiary Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Loans, in the case of the Company, or the Loan Guarantee, in the case of a Subsidiary Guarantor; and

(b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by the provision described in this clause (7);

(8) (a) the Guarantee by the Company or any of the Subsidiary Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; (b) the Guarantee by any Foreign Subsidiary, New US LLC 1 or New US LLC 2 of Indebtedness of another Foreign Subsidiary of the Company or New US LLC 1 or New US LLC 2 that was permitted to be incurred by another provision of this covenant, (c) any Guarantee by a Restricted Subsidiary of the Company of Indebtedness of the Company (so long as such Restricted Subsidiary also guarantees the Loans if required pursuant to this Agreement or (d) any Guarantee by a Subsidiary Guarantor of any Indebtedness of any Subsidiary Guarantor;

(9)  (x) Indebtedness, Disqualified Stock or Preferred Stock of the Company or any of its Subsidiary Guarantors incurred to finance an acquisition or (y) Acquired Debt; provided that, in either case, after giving effect to the transactions that result in the incurrence or issuance thereof, on a pro forma basis, (i) either (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (b) the Fixed Charge Coverage Ratio for the Company would not be greater than immediately prior to such transactions;

(10) preferred stock of a Restricted Subsidiary of the Company issued to the Company or another Restricted Subsidiary of the Company; provided that (a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock

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being held by a Person other than the Company or a Restricted Subsidiary thereof and (b) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary thereof will be deemed, in each case, to constitute an issuance of such preferred stock that was not permitted by the provision described in this clause (10);

(11) ABL Debt of the Company or any Subsidiary Guarantor under the following: (a) ABL Hedge Agreements that are incurred in the ordinary course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, (b) ABL Bank Products Agreements in the ordinary course of business and (c) ABL Cash Management Agreements in the ordinary course of business;

(12) additional Indebtedness of the Company or any of its Restricted Subsidiaries incurred in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision described in this clause (12), not to exceed as of any date of incurrence the greater of (x) 5.0% of the Company’s Consolidated Total Assets and (y) $35.0 million;

(13) Indebtedness incurred by the Company or any Restricted Subsidiary of the Company to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes;

(14) Indebtedness of the Company or any Restricted Subsidiary of the Company consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business;

(15) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business;

(16) Guarantees (a) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (b) otherwise constituting Investments permitted under this Agreement;

(17) Indebtedness of Foreign Subsidiaries, New US LLC 1 and New US LLC 2 incurred in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision described in this clause (17), not to exceed as of any date of incurrence $25.0 million;

(18) Indebtedness issued by the Company or any of its Restricted Subsidiaries to any current, future or former director, officer, consultant or employee of the Company, the direct or indirect parent of the Company or any Restricted Subsidiary of the Company (or any of their Affiliates), or their estates or the beneficiaries of such estates to finance the

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purchase, redemption, acquisition or retirement for value of Equity Interests permitted by clause (2) of Section 6.3(B) in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to the provision described in this clause (18), not to exceed $2.5 million as of any date of incurrence;

(19) Contribution Indebtedness;

(20) (a)  Indebtedness incurred in connection with any Sale and Leaseback and any refinancing, refunding, renewal or extension of the Attributable Debt in respect thereof (provided that, except to the extent otherwise permitted hereunder, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and the direct and contingent obligors with respect to such Indebtedness are not changed), provided the Attributable Debt with respect to all Sale and Leaseback transactions and any refinancing, refunding, renewal or extension in respect thereof shall not exceed as of any date of incurrence $40.0 million in the aggregate;

(b)Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the ordinary course of business;

(c)Indebtedness representing deferred compensation to employees of the Company (or any direct or indirect parent of the Company) and its Restricted Subsidiaries incurred in the ordinary course of business; and

(21) Cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts.

For purposes of determining compliance with Section 6.1, in the event that any proposed Indebtedness or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred or issued pursuant to Section 6.1(a) hereof, the Company, in its sole discretion, will be permitted to divide and classify at the time of its incurrence or issuance, and may from time to time divide or reclassify, all or a portion of such item of Indebtedness or Disqualified Stock or preferred stock such that it will be deemed to have been incurred pursuant to one or more of such clauses (in whole or in part) or Section 6.1(a) hereof, to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause or the first paragraph of this covenant at the time of such reclassification (including in part pursuant to one or more clauses and/or in part pursuant to the first paragraph of this covenant), provided, however, that Indebtedness under an ABL Credit Facility may only be deemed to have been incurred under clause (1) of the definition of Permitted Debt.

For the purpose of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant

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currency exchange rate in effect on the date such Indebtedness was incurred or first committed (in the case of revolving credit debt); provided that if such Indebtedness denominated in a foreign currency is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar- denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness.  The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Notwithstanding any other provision of Section 6.1, the maximum amount of Indebtedness that may be incurred pursuant to Section 6.1 will not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.  In addition, for purposes of determining any particular amount of Indebtedness, any Guarantees, Liens or obligations with respect to letters of credit, in each case, supporting Indebtedness otherwise included in the determination of such particular amount, will not be included.

The Company will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Loans and the applicable Loan Guarantees on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured or by virtue of being secured on a junior priority basis or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

6.2.Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Agreement and the Loans are secured equally and ratably with the obligations so secured until such time as such obligations are no longer secured by a Lien, except that the foregoing shall not apply to Liens securing Indebtedness permitted to be incurred pursuant to Section 6.1 hereof; provided that, at the time of incurrence of such Indebtedness, and after giving pro forma effect thereto and to the application of the net proceeds thereof, the Consolidated Secured Debt Ratio would be no greater than 3.75 to 1.00.

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6.3.Restricted Payments

(A)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company or (b) payable by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(2)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any Restricted Subsidiary of the Company held by Persons other than the Company or any Restricted Subsidiary of the Company;

(3)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Subsidiary Guarantor that is contractually subordinated to the Loans or to any Loan Guarantee (excluding any intercompany Indebtedness between or among the Company and any of the Guarantors), except payments of (x) interest payable in accordance with the terms governing the applicable Indebtedness (including, for the avoidance of doubt, any AHYDO catch-up payment thereon similar to the Special Mandatory Repayment), (y) principal at the Stated Maturity thereof (or the satisfaction of a sinking fund obligation) or (z) principal and accrued interest, due within one year of the date of such payment, purchase, redemption, defeasance, acquisition or retirement; or

(4)make any Restricted Investment (all such restricted payments and other restricted actions set forth in those clauses (1) through(4) above (other than any exceptions thereto) being collectively referred to as “RestrictedPayments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1)no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2)the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.1(a) hereof; and

(3)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Closing Date permitted by the provisions described in clauses (1), (6), (7), (8), (9), (11), (12)(c), (d)

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and (e), (13), and (14) of the next succeeding paragraph (B), is less than the sum, without duplication, of:

(a)50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter after the Closing Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(b)100% of the aggregate net cash proceeds and the fair market value of assets received by the Company since the Closing Date as a contribution to its equity capital or from the issue or sale of Equity Interests of the Company or from the issue or sale of Equity Interests of any direct or indirect parent of the Company to the extent such net cash proceeds are actually contributed to the Company as equity (other than Excluded Contributions, Refunding Capital Stock, Disqualified Stock and Designated Preferred Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Company); plus

(c)the net cash proceeds and the fair market value of assets received by the Company or any Restricted Subsidiary of the Company from (i) the disposition, sale, liquidation, retirement or redemption of all or any portion of any Restricted Investment made after the Closing Date, net of disposition costs and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees which constitute Restricted Investments by the Company or its Restricted Subsidiaries, and (ii) the sale (other than to the Company or a Restricted Subsidiary of the Company) of the Capital Stock of an Unrestricted Subsidiary; plus

(d)without duplication, (i) to the extent that any Unrestricted Subsidiary of the Company that was designated as such after the Closing Date is redesignated as a Restricted Subsidiary, the fair market value of the Company’s direct or indirect Investment in such Subsidiary as of the date of such redesignation, plus (ii) an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of dividends, repayments of the principal of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Company to the Company or any Restricted Subsidiary of the Company after the Closing Date, except, in each case, to the extent that any such Investment or net reduction in Investment is included in the calculation of Consolidated Net Income or were used to reduce Permitted Investments; plus

(e)without duplication, in the event the Company or any Restricted Subsidiary of the Company makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of the

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Company, an amount equal to the fair market value of the existing Investment in such Person made after the Closing Date that was previously treated as a Restricted Payment.

(B)The provisions of Section 6.3(A) hereof will not prohibit:

(1)the payment of any dividend or distribution or the consummation of any redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, as the case may be, if at said date of declaration or notice such payment would have complied with the provisions of this Agreement;

(2)(a)  the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Company or any direct or indirect parent of the Company (other than any Disqualified Stock or any Equity Interests sold to a Restricted Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company) or from substantially concurrent contributions to the equity capital of the Company (collectively, including any such contributions, “Refunding Capital Stock”); and

(b)the declaration and payment of accrued dividends on any Equity Interests redeemed, repurchased, retired, defeased or acquired out of the proceeds of the sale of Refunding Capital Stock within 45 days of such sale;

provided that the amount of any such proceeds or contributions that are utilized for any Restricted Payment pursuant to this clause (2) shall be excluded from the amount described in clause (3)(b) of Section 6.3(A) hereof and clause (4) of Section 6.3(B) hereof and shall not constitute an Excluded Contribution;

(3)the payment, repayment, defeasance, redemption, repurchase, retirement or other acquisition of (a) Indebtedness of the Company or any Guarantor that is contractually subordinated to the Loans or to any Loan Guarantee or (b) Disqualified Stock of the Company or any Restricted Subsidiary thereof, in each such case in exchange for, or out of the net cash proceeds from, an incurrence of Permitted Refinancing Indebtedness;

(4)Restricted Investments acquired (a) from the proceeds of a capital contribution to, or out of the net cash proceeds of substantially concurrent contributions to, the equity capital of the Company or (b) from the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company) of, or in exchange for, Equity Interests of the Company (other than Disqualified Stock) or any direct or indirect parent of the Company (so long as such proceeds are contributed to the Company); provided, that for the purposes hereof, the amount of any such net cash proceeds that are utilized for any such acquisition and the fair market value of any assets so acquired or exchanged shall be excluded from the amount described in clause (3)(b) of Section 6.3(A) hereof and clause (2) of Section 6.3(B) hereof and shall not constitute an Excluded Contribution;

(5)the repurchase of Equity Interests deemed to occur (i) upon the exercise of options or warrants if such Equity Interests represent all or a portion of the exercise price thereof and (ii) in connection with the withholding of a portion of the Equity Interests

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granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

(6)the payment of dividends on the Company’s common stock (or the payment of dividends to Holdings or any other direct or indirect parent of the Company to fund the payment of dividends on its common stock) following any public offering of common stock of the Company or Holdings or any other direct or indirect parent of the Company, in an aggregate amount of up to 6.0% per annum of the net proceeds received by the Company (or by Holdings or any other direct or indirect parent of the Company and contributed to the Company) from such public offering; provided, however, that the aggregate amount of all such dividends pursuant to this clause (6) since the Closing Date shall not exceed the aggregate amount of net proceeds received by the Company (or by a direct or indirect parent of the Company and contributed to the Company) from such public offering;

(7)the purchase, redemption, retirement or other acquisition for value of any Equity Interests of the Company, Holdings or any other direct or indirect parent of the Company held by any current, future or former director, officer, consultant or employee of the Company, Holdings or any other direct or indirect parent of the Company or any Restricted Subsidiary of the Company, or their estates or the beneficiaries of such estates (including the payment of dividends and distributions to Holdings or any other direct or indirect parent of the Company to enable Holdings or such other parent to repurchase Equity Interests owned by its directors, officers, consultants and employees), in an amount not to exceed $5.0 million in any calendar year; provided that the Company may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of purchases, redemptions, acquisitions or retirements for value (and dividends and distributions) permitted to have been but not made in any preceding calendar year up to a maximum of $10.0 million in any calendar year, provided, further, that such amounts will be increased by (a) the cash proceeds from the sale after the Closing Date of Equity Interests of the Company or, to the extent contributed to the Company, Equity Interests of Holdings or any other direct or indirect parent of the Company, in each case to directors, officers, consultants or employees of Holdings, the Company or any other direct or indirect parent of the Company or any Restricted Subsidiary of the Company after the Closing Date, plus (b) the cash proceeds of key man life insurance policies received by the Company, its Restricted Subsidiaries, Holdings or any other direct or indirect parent of the Company and contributed to the Company after the Closing Date, in the case of each of clauses (a) and (b), to the extent such net cash proceeds are not otherwise applied to make or otherwise increase the amounts available for Restricted Payments pursuant to clause (3)(b) of Section 6.3(A) hereof or clauses (2), (4) or (16) of Section 6.3(B) hereof;

(8)upon the occurrence of a Change of Control (or similarly defined term in other Indebtedness) and within 90 days after completion of any offer to prepay or repurchase Loans pursuant to Section 2.14 hereof, any prepayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Loans or to any Loan Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control (or similarly defined term in other Indebtedness), at a purchase price not

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greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest, if any);

(9)within 90 days after completion of any offer to prepay or repurchase Loans or other Pari Passu Obligations pursuant to Section 6.7 hereof, any prepayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Loans or to any Loan Guarantee that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Sale (or similarly defined term in such other Indebtedness), at a purchase price not greater than 100% of the outstanding principal amount thereof (plus accrued and unpaid interest and liquidated damages, if any);

(10)payments or distributions, in the nature of satisfaction of dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of Section 6.5 hereof;

(11)the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of the Company or Holdings or any direct or indirect parent of the Company (and payments of dividends to Holdings or any direct or indirect parent of the Company for such purposes);

(12)the declaration and payment of dividends or distributions by the Company or any Restricted Subsidiary to, or the making of loans to, Holdings or any other direct or indirect parent of the Company in amounts sufficient for Holdings or any other direct or indirect parent of the Company to pay, in each case without duplication:

(a)franchise and excise taxes and other fees, taxes and expenses, in each case, to the extent required to maintain their corporate existence, and any taxes required to be withheld and paid by Holdings or any other direct or indirect parent of the Company;

(b)with respect to any taxable period during which the Company or any of its Subsidiaries is a member of a consolidated, unitary, combined or similar income tax group in which Holdings (or the direct or indirect parent of Holdings) is the common parent, the portion of its consolidated, unitary, combined or similar U.S. federal, state, local and/or non-U.S. income taxes (as applicable) of such income tax group attributable to the income of the Company and any of its Subsidiaries, in an amount not to exceed the income tax liabilities that would have been payable by the Company and/or its Subsidiaries (as applicable) on a stand-alone basis (or as a stand-alone group), reduced, in each case, by any such income taxes paid or to be paid directly by the Company or its Subsidiaries; provided, that the amount of any such payments attributable to any income of an Unrestricted Subsidiary shall be limited to the cash distributions made by such Unrestricted Subsidiary to the Company or its Restricted Subsidiaries for such purpose;

(c)(1) customary salary, bonus and other benefits payable to officers and employees of Holdings or any other direct or indirect parent of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries and (2)

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any reasonable and customary indemnification claims made by directors or officers of the Company, Holdings or any other direct or indirect parent of the Company;

(d)general corporate administrative, operating and overhead costs and expenses of Holdings or any other direct or indirect parent of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

(e)fees and expenses related to any equity or debt offering or acquisition by Holdings or such other parent entity (whether or not successful);

(13)the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries and preferred stock of any Restricted Subsidiary issued or incurred in accordance with Section 6.1 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(14)the declaration and payment of dividends or distributions:

(a)to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of the Company issued after the Closing Date;

(b)to Holdings or any other direct or indirect parent of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of Holdings or any other direct or indirect parent of the Company issued after the Closing Date; provided, however, that the aggregate amount of dividends declared and paid pursuant to this clause (14)(b) does not exceed the net cash proceeds actually received by the Company from any such sale of Designated Preferred Stock; and

(c)on Refunding Capital Stock that is preferred stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of Section 6.3(B) hereof;

provided, however, in the case of each of (a), (b) and (c) of this clause (14), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is preferred stock, after giving effect to such issuance or declaration on a pro forma basis, the Company would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(15)other Restricted Payments in an amount which, taken together with all other Restricted Payments made pursuant to this clause (15), do not exceed $25.0 million;

(16)the Refinancing Transaction;

(17)Restricted Payments in an aggregate amount not to exceed the amount of all Excluded Contributions; and

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(18) the payment, repayment, defeasance, redemption, repurchase, retirement or other acquisition of amounts outstanding under the Loans to the extent required to be redeemed to prevent it from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Internal Revenue Code;”

provided that, in the case of clauses (4) and (6) through (9) above, no Default or Event of Default has occurred and is continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.  In determining whether any Restricted Payment is permitted by Section 6.3 hereof, the Company and its Restricted Subsidiaries may allocate all or any portion of such Restricted Payment among the categories described in clauses (1) through (17) of the immediately preceding paragraph or among such categories and the types of Restricted Payments described in Section 6.3(A) hereof (including categorization in whole or in part as a Permitted Investment); provided that, at the time of such allocation, each Restricted Payment, or allocated portions thereof, would be permitted under the various provisions of Section 6.3 hereof into which such particular Restricted Payment is allocated; and provided, further, that the Company and its Restricted Subsidiaries may reclassify all or a portion of such Restricted Payment or Permitted Investment in any manner that complies with Section 6.3 hereof, and following such reclassification such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only the clause or clauses of Section 6.3 hereof to which such Restricted Payment or Permitted Investment has been reclassified.  The cancellation of Indebtedness owing to the Company from members of management, directors or consultants of the Company, any of its direct or indirect parents, Holdings or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parents or Holdings will not be deemed to constitute a Restricted Payment for purposes of this Agreement.

6.4.Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2)immediately after giving effect to such transaction no Event of Default exists;

(3)transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

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(b) The restrictions in Section 6.4(a) hereof will not apply to encumbrances or restrictions:

(1)existing under, by reason of or with respect to the ABL Documents, Indebtedness existing on the Closing Date, or any other agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those in effect on the Closing Date;

(2)existing under, by reason of or with respect to any other Credit Facility of the Company permitted under this Agreement; provided that the applicable encumbrances and restrictions contained in the agreement or agreements governing the other Credit Facility are not materially more restrictive, taken as a whole, than those contained in the ABL Credit Facility and/or this Agreement, in each case as in effect on the Closing Date;

(3)existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order;

(4)with respect to any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacement or refinancings are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the ABL Credit Facility, this Agreement, Indebtedness existing on the Closing Date or such other agreements as in effect on the date of the acquisition;

(5)in the case of the provision described in clause (3) of Section 6.4(a) hereof:

(a)that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

(b)existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by the indenture,

(c)existing under, by reason of or with respect to (i) purchase money obligations for property acquired in the ordinary course of business or (ii) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or

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(d)arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;

(6)existing under, by reason of or with respect to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements arising in connection with the entering into of such transactions;

(7)existing under, by reason of or with respect to any agreement for the sale or other disposition of some or all of the Capital Stock of, or any property and assets of, a Restricted Subsidiary that restricted distributions by that Restricted Subsidiary pending the closing of such sale or other disposition;

(8)existing under, by reason of or with respect to Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9)restricting cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(10)existing under, by reason of or with respect to customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(11)existing under, by reason of or with respect to (a) the Notes Indenture, the Notes (and any additional notes), the Note Guarantees and the security documents (including any exchange notes or exchange guarantees issued in respect thereof), (b) the Loans and the documents related thereto, (c) the intercreditor agreements with respect to the Consolidated Secured Indebtedness or (d) any amendments, supplements, modifications, restatements, replacements, renewals, refundings, restructurings, increases or refinancing of any of the foregoing;

(12)existing under, by reason of or with respect to Indebtedness of the Company or a Restricted Subsidiary not prohibited to be incurred under the indenture; provided that (a) such encumbrances or restrictions are ordinary and customary in light of the type of Indebtedness being incurred and the jurisdiction of the obligor and (b) such encumbrances or restrictions will not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Loans, as determined in good faith by the Company;

(13)consisting of customary restrictions pursuant to any Permitted Receivables Financing; or

(14)existing under, by reason of or with respect to, any Consolidated Secured Indebtedness.

For purposes of determining compliance with this Section 6.4, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to distributions

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being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

6.5.Merger, Consolidation or Sale of Assets

The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:

(1)either:  (a) the Company is the surviving corporation; or (b) the Person formed by or surviving such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition shall have been made (i) is a corporation, limited liability company, partnership (including a limited partnership) or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia and (ii) assumes all the obligations of the Company under the Loans, this Agreement and the documents related to the foregoing pursuant to agreements reasonably satisfactory to the Requisite Lenders;

(2)immediately after giving effect to such transaction no Event of Default exists;

(3)immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, on a pro forma basis, either (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.1(a) hereof; or (b) the Fixed Coverage Ratio for the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) would not be greater than immediately prior to such transactions;

(4)each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under the covenant described under this Section 6.5 shall have by amendment to its Loan Guarantee confirmed that its Loan Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Loans and this Agreement; and

(5)at the time of the transaction the Company will have delivered, or caused to be delivered, to the Requisite Lenders an Officers’ Certificate and opinion of counsel, each to the effect that such merger, consolidation or sale of assets comply with this Agreement.

The provision described in clause (3) of this Section 6.5 will not apply to (a) any merger, consolidation or sale, assignment, lease, transfer, conveyance or other disposition of assets between or among the Company, any of its Restricted Subsidiaries and/or any of the Guarantors or (b) any merger between the Company and an Affiliate of the Company, or between a Restricted Subsidiary and an Affiliate of the Company, in each case in this clause (b)

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solely for the purpose of reincorporating the Company or such Restricted Subsidiary, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

6.6.Merger, Consolidation or Sale of GuarantorsA Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(1)immediately after giving effect to that transaction, no Default or Event of Default exists; and;

(2)either:

(a)the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) (i) is organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that the provisions described in this clause (i) shall not apply if such Guarantor is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia) and (ii) assumes all the obligations of that Guarantor under the Loans and this Agreement; or

(b)in the case of a Subsidiary Guarantor, such sale or other disposition or consolidation or merger complies with Section 6.7 hereof.

Notwithstanding the foregoing, any Guarantor may (i) merge with the Company or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of the preceding paragraph.

6.7.Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2)with respect to Asset Sales involving aggregate consideration in excess of $25.0 million, such fair market value is determined in good faith by the Board of Directors of the Company or Holdings; and

(3)other than in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form

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of cash or Cash Equivalents or a combination thereof; provided that, for purposes of this provision, each of the following shall be deemed to be cash:

(a)any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or as would be shown on such balance sheet or footnotes if such liability was incurred subsequent to the date of such balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms contractually subordinated in right of payment to the Loans or any Loan Guarantee, liabilities to the extent owed to the Company or any Restricted Subsidiary of the Company and liabilities incurred in contemplation of such Asset Sale) that are assumed by the transferee of any such assets or Equity Interests pursuant to an agreement that releases the Company or such Restricted Subsidiary, as the case may be, from further liability, or that are assumed or released as a matter of law;

(b)any securities, notes or other obligations received by the Company or any such Restricted Subsidiary, as the case may be, from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days (to the extent of the cash or Cash Equivalents received in that conversion); and

(c)any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at the time outstanding, not to exceed the greater of (x) $50.0 million and (y) 7.5% of the Company’s Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary may apply such Net Proceeds at its option and to the extent it so elects:

(1)to prepay, repay, redeem or repurchase or offer to prepay, repay, redeem or repurchase Consolidated Secured Indebtedness;

(2)if such Asset Sale is by a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness and other obligations of a Restricted Subsidiary that is not a Guarantor other than Indebtedness owed to the Company or a Guarantor;

(3)[INTENTIONALLY OMITTED.];

(4)to prepay, repay, repurchase or redeem or offer to prepay, repay, repurchase or redeem the Loans, and, to the extent required by the terms of any Indebtedness that is Pari Passu with the Loans (“Pari Passu Obligations”), any such Pari Passu Obligation;

(5)to make an Investment in other assets or property;

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(6)to make an Investment in Capital Stock of another Permitted Business if, after giving effect to such Investment, the Permitted Business becomes a Subsidiary Guarantor or is merged into or consolidated with the Company or any Subsidiary Guarantor;

(7)to make an Investment in Replacement Assets or to make a capital expenditure with respect to assets; or

(8)any combination of the foregoing;

provided that the Company will be deemed to have complied with the provision described in clauses (5), (6) and (7) of this paragraph if, and to the extent that, within 365 days after the Asset Sale that generated the Net Proceeds, the Company or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to make an Investment in assets or property or make an Investment in Capital Stock of another Permitted Business or to make an Investment in Replacement Assets or to make a capital expenditure with respect to assets in compliance with the provisions described in clauses (5), (6) and (7) of this paragraph, and that purchase, Investment or capital expenditure is thereafter completed within 180 days after the end of such 365-day period.

Any Net Proceeds from Asset Sales that are not applied or invested as described in the two preceding paragraphs will constitute “Excess Proceeds.”  Within 10 business days after the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will make an offer to all holders of the Loans, and to the extent required, the Pari Passu Obligations, to repay, repurchase or redeem the maximum principal amount of Loans and such other Pari Passu Obligations that may be purchased out of the Excess Proceeds.  The offer price in any such asset sale offer will be equal to 100% of the principal amount of the Loans and such Pari Passu Obligations purchased, plus accrued and unpaid interest on the Loans and such Pari Passu Obligations to the date of purchase, and will be payable in cash.  If any Excess Proceeds remain after consummation of such an asset sale offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement.  If the aggregate principal amount of Loans and such Pari Passu Obligations tendered into such asset sale offer exceeds the amount of Excess Proceeds, the Loans and such Pari Passu Obligations shall be purchased on a pro rata basis based on the principal amount of Loans and such Pari Passu Obligations tendered.  Upon completion of each asset sale offer, the amount of Excess Proceeds shall be reset at zero.  The Company may satisfy the foregoing obligation with respect to any Net Proceeds by making an asset sale offer prior to the expiration of the relevant 365-day period (as such period may be extended) or with respect to Excess Proceeds of $25.0 million or less.

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6.8.Transactions with Affiliates

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, but not limited to, the purchase, sale or exchange of property, the making of any Investment, the giving of any Guarantee or the rendering of any service) with any Affiliate of the Company or any Restricted Subsidiary involving consideration in excess of $3.0 million other than transactions solely among any of the Company and its Restricted Subsidiaries (an “Affiliate Transaction”), unless:

(1)such business, transaction or series of related transactions is on terms no less favorable, taken as a whole, to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm’s-length transaction with an unaffiliated party; and

(2)the Company delivers to the Requisite Lenders:

(i)with respect to any Affiliate Transaction involving an amount or having a value in excess of $10.0 million, an Officers’ Certificate stating that such business, transaction or series of related transactions complies with clause (1) above;

(ii)with respect to any Affiliate Transaction involving an amount or having a value in excess of $20.0 million, a resolution of the Board of Directors of Holdings set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 6.8 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of Holdings’ Board of Directors;

(iii)with respect to any Affiliate Transaction involving an amount or having a value in excess of $40.0 million, a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction (or relevant purchase price or valuation) is fair to the Company or such Restricted Subsidiary from a financial point of view.

(b) The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 6.8(a) hereof :

(1)transactions between or among the Company, its Restricted Subsidiaries, and/or any Guarantors;

(2)payment of reasonable fees and compensation to, and indemnification and similar arrangements on behalf of, current, former or future directors of Holdings, any other direct or indirect parent of the Company, the Company or any Restricted Subsidiary of the Company;

(3)Restricted Payments that are permitted by the provisions of Section 6.3 hereof, or the definition of “Permitted Investments” (including any payments that are excluded from the definitions of “Restricted Payment” and “Restricted Investment”);

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(4)any sale of Equity Interests (other than Disqualified Stock) of the Company;

(5)loans and advances to officers and employees of Holdings, any other direct or indirect parent of the Company, the Company or any of the Company’s Restricted Subsidiaries or guarantees in respect thereof or otherwise made on the Company’s or any of its Restricted Subsidiaries’ behalf (or the cancellation of such loans, advances or guarantees), in both cases for bona fide business purposes in the ordinary course of business;

(6)any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries or Holdings with current, former or future officers and employees of Holdings, any direct or indirect parent of the Company, the Company or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of Holdings, any direct or indirect parent of the Company, the Company or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

(7)transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Equity Interests in, or controls, such Person;;

(8)any contracts, instruments or other agreements or arrangements in each case as in effect on the Closing Date, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangement as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Company and its Restricted Subsidiaries at the time executed than the original agreement or arrangement as in effect on the Closing Date;

(9)any Guarantee by Holdings or any other direct or indirect parent of the Company of Indebtedness or other liabilities or obligations of the Company or any Guarantor that was permitted by this Agreement;

(10)transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

(11)transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the ordinary course of business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of the Company, as determined in good faith by Holdings or the Company;

(12)transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Requisite Lenders a letter from an independent financial advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of prong (1) of Section 6.8(a) hereof;

(13)any contribution to the common equity capital of the Company;

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(14)any transaction with any Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction;

(15)the pledge of Equity Interests of any Unrestricted Subsidiary;

(16)subject to the limitations described under clause (12)(b) of paragraph (B) under Section 6.3, payments by the Company (or Holdings or any other direct or indirect parent of the Company) or any of the Restricted Subsidiaries pursuant to any tax sharing, allocation or similar agreement;

(17)the incurrence of Indebtedness represented by the Notes, the Note Guarantees and the Notes Indenture, the execution, delivery and performance under any document related to the Notes, the Note Guarantees and the Notes Indenture and any amendment, modification, refinancing, restructuring or replacement thereof;

(18)the use of proceeds of the Notes and the Loans to repay the Company’s outstanding indebtedness;

(19)sales of accounts receivable, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing;

(20)the payment, repayment, defeasance, redemption, repurchase, retirement or other acquisition of the Notes and amounts outstanding under the Loans to the extent otherwise permitted hereunder;

(22)any agreement that provides customary registration rights to the equity holders of the Company or any direct or indirect parent of the Company and the performance by the parties thereto of their obligations, duties and rights under their obligations, duties and rights under such agreement, and any shareholders agreement (including but not limited to the Shareholders Agreement) among some or all of the shareholders of the Company or any direct or indirect parent of the Company and the performance by the parties thereto of such agreement;

(23)Guarantees by Holdings of Indebtedness or other liabilities or obligations of Foreign Subsidiaries, New US LLC 1 and/or New US LLC 2 that are permitted by this Agreement; and

(24)transactions between the Company or any Restricted Subsidiary, on the one hand, and any person that is an Affiliate of the Company or any Restricted Subsidiary, on the other hand, solely because a director of such Person is also a director of the Company or any direct or indirect parent of the Company.

6.9.   Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company or Holdings may designate any Subsidiary (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary; provided that:

(1)any Guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the

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time of such designation, and such incurrence of Indebtedness would be permitted under Section 6.1;

(2)the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of the Company of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under Section 6.3;

(3)such Subsidiary does not own any Equity Interests of, or hold any Liens on any property of, the Company or any Restricted Subsidiary of the Company (other than Equity Interests of any Restricted Subsidiary of such Subsidiary that is concurrently being designated as an Unrestricted Subsidiary);

(4)the Subsidiary being so designated, after giving effect to such designation:

(a)is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company that would not be permitted under Section 6.8 after giving effect to the exceptions thereto;

(b)is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results except to the extent permitted under Section 6.1 and Section 6.3; and

(c)(i) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation or would be permitted under Section 6.3 and (ii) to the extent the Indebtedness of the Subsidiary is non-recourse Indebtedness, any Guarantee or credit support by the Company or a Restricted Subsidiary would be permitted under Section 6.1 and Section 6.3; and

(5)no Event of Default would be in existence following such designation.

Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Requisite Lenders by delivering to the Administrative Agent of a certified copy of the resolution of the Board of Directors of the Company or Holdings giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by this Agreement.  If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in clause (4) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness, Investments or Liens on the property of such Subsidiary shall be deemed to be incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Agreement, the Company shall be in default under this Agreement.

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The Board of Directors of the Company or Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(1)such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 6.1; calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period;

(2)all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under Section 6.3;

(3)all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 6.2; and

(4)no Default or Event of Default would be in existence following such designation.

SECTION 7.LOAN GUARANTEE

7.1.Guaranty of the Obligations.  Subject to the provisions of Section 7.2, Subsidiary Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Credit Document Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a), or any equivalent provision in any applicable jurisdiction) (collectively, the “Guaranteed Obligations”).

7.2.Contribution by Subsidiary Guarantors.  All Subsidiary Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Loan Guarantee.  Accordingly, in the event any payment or distribution is made on any date by a Subsidiary Guarantor (a “Funding Guarantor”) under this Loan Guarantee such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date.  “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Loan Guarantee in respect of the obligations Guaranteed.  “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Loan Guarantee that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any

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Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor.  “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Loan Guarantee (including, without limitation, in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2.  The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor.  The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder.  Each Subsidiary Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

7.3.Payment by Subsidiary Guarantors.  Subject to Section 7.2, Subsidiary Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Subsidiary Guarantor by virtue hereof, that upon the failure of Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a), or any equivalent provision in any applicable jurisdiction), Subsidiary Guarantors will upon demand pay, or cause to be paid, in cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for the Company’s becoming the subject of a case under the Bankruptcy Code or other similar legislation in any jurisdiction, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4.Liability of Subsidiary Guarantors Absolute.  Each Subsidiary Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations or valid release of a Guarantor in accordance with the Credit Documents.  In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:

(a)this Loan Guarantee is a guaranty of payment when due and not of collectability.  This Loan Guarantee is a primary obligation of each Subsidiary Guarantor and not merely a contract of surety;

(b)Administrative Agent may enforce this Loan Guarantee upon the occurrence of an Event of Default notwithstanding the existence of any dispute

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between Company and any Beneficiary with respect to the existence of such Event of Default;

(c)the obligations of each Subsidiary Guarantor hereunder are independent of the obligations of Company and the obligations of any other guarantor (including any other Guarantor) of the obligations of Company, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Company or any of such other guarantors and whether or not Company is joined in any such action or actions;

(d)payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid.  Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

(e)any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Subsidiary Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Company or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents; and

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(f)this Loan Guarantee and the obligations of Subsidiary Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Company or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Company may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

7.5.Waivers by Guarantors.  Each Subsidiary Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Subsidiary Guarantor, to (i) proceed against Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Company or any other Guarantor including any defense based on or arising out of the lack of validity or the

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unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to willful misconduct or gross negligence, as determined in a final, non-appealable judgment by a court of competent jurisdiction; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Subsidiary Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

7.6.Guarantors’ Rights of Subrogation, Contribution, etc.  Until the Guaranteed Obligations shall have been indefeasibly paid in full, each Subsidiary Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Subsidiary Guarantor now has or may hereafter have against Company or any other Guarantor or any of its assets in connection with this Loan Guarantee or the performance by such Subsidiary Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Subsidiary Guarantor now has or may hereafter have against Company with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary.  In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full, each Subsidiary Guarantor shall withhold exercise of any right of contribution such Subsidiary Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2.  Each Subsidiary Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Subsidiary Guarantor may have against Company or against any collateral or security, and any rights of contribution such Subsidiary Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Company, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor.  If any amount shall be paid to any Subsidiary Guarantor on account of any

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such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7.Subordination of Other Obligations.  Any Indebtedness of Company or any Subsidiary Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

7.8.Continuing Guaranty.  This Loan Guarantee is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full.  Each Subsidiary Guarantor hereby irrevocably waives any right to revoke this Loan Guarantee as to future transactions giving rise to any Guaranteed Obligations.

7.9.Authority of Guarantors or Company.  It is not necessary for any Beneficiary to inquire into the capacity or powers of any Subsidiary Guarantor or Company or the officers, directors or any agents acting or purporting to act on behalf of any of them.

7.10.Financial Condition of Company.  Any Loan may be made to Company or continued from time to time may be entered into from time to time, without notice to or authorization from any Guarantor regardless of the financial or other condition of Company at the time of any such grant or continuation.  No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Company.  Each Subsidiary Guarantor has adequate means to obtain information from Company on a continuing basis concerning the financial condition of Company and its ability to perform its obligations under the Credit Documents, and each Subsidiary Guarantor assumes the responsibility for being and keeping informed of the financial condition of Company and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.  Each Subsidiary Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Company now known or hereafter known by any Beneficiary.

7.11.Bankruptcy, etc.  (a)    Without limiting any Guarantor’s ability to file a voluntary bankruptcy petition in respect of itself (but subject to the rights and remedies in respect thereof pursuant to Section 8.1), so long as any Guaranteed Obligations remain outstanding, no Subsidiary Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Company or any other Guarantor.  The obligations of Subsidiary Guarantors hereunder shall not

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be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company or any Guarantor or by any defense which Company or any Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b)Each Subsidiary Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Subsidiary Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Subsidiary Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Company of any portion of such Guaranteed Obligations.  Subsidiary Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c)In the event that all or any portion of the Guaranteed Obligations are paid by Company, the obligations of Subsidiary Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12.Release of Loan Guarantees

(a)    The Holdings Guaranty will automatically and unconditionally be released without the need for any further action by any party upon written notice from the Company to the Administrative Agent (1) if such entity is not a guarantor of any other Indebtedness of the Company or any other Guarantor, or (2) if such Guarantor merges or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor or (3) without limiting the foregoing clause (1), upon release of such Guarantor under the Notes (other than due to the payment in full of the Notes).

(b)The Loan Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any party:

(1)in connection with any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, such that, immediately after giving effect to such transaction, such Guarantor would no longer

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constitute a Subsidiary of the Company, if the sale of such Capital Stock of that Subsidiary Guarantor complies with Section 6.3 and Section 6.7;

(2)in connection with the merger or consolidation of a Subsidiary Guarantor with the Company or any other Subsidiary Guarantor;

(3)in the event of the release of the guarantee under the ABL Credit Facility and the Notes Indenture of a Subsidiary Guarantor if such Person is not a guarantor of any other Indebtedness of the Company or any other Guarantor;

(4)if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Agreement or the Notes Indenture; or

(6)upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Agreement.

In addition, the Loan Guarantee of any Subsidiary Guarantor will be released in connection with a sale of all or substantially all of the assets of such Subsidiary Guarantor in a transaction that complies with the conditions in Section 6.6.

SECTION 8.EVENTS OF DEFAULT

8.1.Events of Default.  In case of the happening of any of the following events (each, an “Event of Default”):

(1)a default in any payment of interest on any Loans or fees due hereunder for 30 consecutive days,

(2)a default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Loans;

(3)the failure by the Company or any of its Subsidiaries to comply with Sections 2.14, 5.10, 6.5 or 6.7 for 30 days after written notice by the Administrative Agent or Lenders holding more than 25% of the Loans then outstanding;

(4)the failure by the Company or any of its Subsidiaries to comply for 60 days after written notice by the Administrative Agent or Lenders holding more than 25% of the Loans then outstanding with any of the other agreements contained in the Credit Documents other than those referred to in clauses (1)-(3) above;

(5)default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or any group of Restricted Subsidiaries of the Company that together would constitute a Significant Subsidiary of the Company), or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries (or any group of Restricted Subsidiaries of the Company that together would constitute a Significant Subsidiary of the Company), whether such Indebtedness or Guarantee now exists, or is created after the Closing Date, if that default causes (after giving effect to applicable grace periods)that Indebtedness to become or be

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declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be, and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness that has been declared due and payable aggregates $30.0 million or more;

(6)failure by the Company or any of its Significant Subsidiaries (or any group of Restricted Subsidiaries of the Company that together would constitute a Significant Subsidiary of the Company) to pay non-appealable final judgments aggregating in excess of $30.0 million (excluding amounts covered by insurance or bonded) which judgments are not paid, discharged or stayed for a period of more than 60 days after such judgments have become final and non-appealable and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(7)except as permitted by this Agreement, any Loan Guarantee or the Holdings Guaranty shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect in any material respect or any Guarantor or Holdings, or any Person acting on their behalf, shall deny or disaffirm in writing its obligations under the Loan Guarantee or Holdings Guaranty if, and only if, in each such case, such Default continues for 21 days after notice of such Default shall have been given to the Administrative Agent;

(8)the Company or any Subsidiary, pursuant to or within the meaning of the Bankruptcy Code (or any equivalent or similar law (foreign or domestic)):

(i)commences a voluntary case;

(ii)consents to the entry of an order for relief against it in any involuntary case;

(iii)consents to the appointment of a custodian, conservator, liquidator, sequestartor, receiver, administrator, trustee or other similar official of it or for any substantial part of its property; or

(iv)makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency;

(9)a court of competent jurisdiction enters an order or decree under the Bankruptcy Code (or any equivalent or similar law (foreign or domestic)) and the order or decree remains unstayed and in effect for 60 days:

(i)for relief against the Company or any of its Subsidiaries in an involuntary case;

(ii)appoints a custodian, conservator, liquidator, sequestartor, receiver, administrator, trustee or other similar official of the Company or any of its Subsidiaries or for any substantial part of its or their property;

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(iii)orders the winding up or liquidation of the Company or any Subsidiary.

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

8.2.Acceleration.  Upon the occurrence and during the continuance of any Event of Default, Administrative Agent shall at the direction of Lenders holding at least 25% of the Loans then outstanding (or, prior to the Closing Date, obligations to make 25% of the Loans on the Closing Date):

(i)declare the obligation of each Lender to make Loans on the Closing Date to be suspended or terminated, whereupon such obligation to make Loans on the Closing Date shall forthwith be suspended or terminated;

(ii)declare all or any portion of the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, all premium, if any, and all other amounts owing or payable hereunder or under any other Credit Document to be immediately due and payable; without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party; and/or

(iii)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Credit Documents or applicable law;

provided, however, that upon the occurrence of any event specified in Sections 8.1(a)(8) or 8.1(a)(9) above, the obligation of each Lender to make Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of Administrative Agent or any Lender.

SECTION 9.ADMINISTRATIVE AGENT

9.1.Appointment of Administrative Agent.  Each Lender hereby authorizes Administrative Agent to act as such in accordance with the terms hereof and the other Credit Documents.  Administrative Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable.  The provisions of this Section 9 are solely for the benefit of Administrative Agent and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof.  In performing its functions and duties hereunder, Administrative Agent shall act solely for the benefit of the Lenders with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent” and similar and related terms in any Credit Document, which terms are used for title purposes only, and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries.

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9.2.Powers and Duties.  Each Lender irrevocably authorizes each Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto.  Administrative Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents.  Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees.  Administrative Agent shall not have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon Administrative Agent any function, duty, responsibility, obligation or other liability in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

9.3.General Immunity

(a)   No Responsibility for Certain Matters.  Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of any Credit Party, and Lender or any person providing the Settlement Service to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Credit Document Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing.  Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

(b)   Exculpatory Provisions.  Neither Administrative Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by Administrative Agent under or in connection with any of the Credit Documents except to the extent caused primarily by Administrative Agent’s gross negligence or willful misconduct (as determined in a final, non-appealable judgment by a court of competent jurisdiction).  Administrative Agent shall be entitled to refrain from any act or from taking of any action (including failing to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or, if applicable, such other Lenders as may be required to give such instructions under this Agreement), and, upon receipt of such instructions from

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Requisite Lenders (or, if applicable, such other Lenders as may be required to give such instructions under this Agreement), Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions.  Without prejudice to the generality of the foregoing, (i) Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, including any Settlement Confirmation, any electronic transmission (including any information or document transmitted electronically by any means), any telephone message or any other communication issued by any Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it and shall not be responsible for any action of any sub-agent selected by it without gross negligence or willful misconduct, as determined in a final, non-appealable judgment by a court of competent jurisdiction; and (ii) no person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or, if applicable, such other Lenders as may be required to give such instructions under this Agreement, each of which instruction shall be deemed an authorization from all Lenders to such Agent and shall be binding on all Lenders).  Notwithstanding any instruction from the Lenders, Administrative Agent shall be not be required to take, or to omit to take, any action that is, in the opinion of Administrative Agent or its counsel, contrary to any Credit Document or applicable Requirement of Law.

(c)Delegation of Duties.  Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent.  Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through its respective Affiliates. The exculpatory, indemnification and other provisions of this Article 9 shall apply to any Affiliates of the Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.  All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Article 9 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein.  Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent (unless otherwise provided by Administrative Agent), (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges

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(including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4.Administrative Agent Entitled to Act as Lender.  The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, Administrative Agent in its individual capacity as a Lender hereunder.  With respect to its participation in the Loans, Administrative Agent and its Affiliates shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include Administrative Agent in its individual capacity.  Administrative Agent and its Affiliates may lend money to, own securities of, and generally engage in any kind of business with Company or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Company for services in connection herewith and otherwise without having to account for the same to Lenders.

9.5.Lenders’ Representations, Warranties and Acknowledgment.

(a)Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Company and its Subsidiaries in connection with this Agreement and that it has made and shall continue to make its own appraisal of the creditworthiness of Company and its Subsidiaries without reliance upon Administrative Agent and without reliance upon any document solely or in part because such document was transmitted by Administrative Agent.  Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and Administrative Agent shall have no responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.  In addition (and without limiting the foregoing), (i) Administrative Agent shall not be responsible for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Credit Document, (ii) Administrative Agent makes no warranty or representation, and Administrative Agent shall not be responsible, to any Lender for any statement, document, information, representation or warranty made or furnished by or on behalf of any sub-agent or affiliate, in or in connection with any Credit Document or any transaction contemplated therein, whether or not transmitted by Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Administrative Agent in connection with the Credit Documents and (iii) Administrative Agent shall have no duty to ascertain or to inquire as to the performance or observance of any provision of any Credit Document, whether any condition set forth in any Credit Document is satisfied or waived, as to the

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financial condition of any Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Company or any Lender describing such Default or Event of Default clearly labeled “notice of default”.

(b)Each Lender, by delivering its signature page to this Agreement shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by Administrative Agent, Requisite Lenders or Lenders, as applicable, on the Closing Date or the Closing Date.

9.6.Right to Indemnity.  Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative Agent, to the extent that Administrative Agent shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable advisors’ fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in connection with any Credit Document or with any of its powers, rights, remedies or duties hereunder or under the other Credit Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out of or in connection with this Agreement or the other Credit Documents or the preparation thereof or any amendment, modification or termination thereof; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements primarily resulting from Administrative Agent’s gross negligence or willful misconduct (as determined in a final, non-appealable judgment by a court of competent jurisdiction).  If any indemnity furnished to Administrative Agent for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

9.7.Successor Administrative Agent.  Administrative Agent may resign at any time by giving prior written notice thereof to Lenders and the Company, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Company and Administrative Agent, as applicable, and signed by Requisite Lenders.  The resignation of Administrative Agent shall be effective immediately upon the giving of such notice, whereupon Administrative Agent shall be discharged from its duties and obligations hereunder.  In such event, all Credit Document Obligations owing to Administrative Agent shall be due and payable by the Company upon giving of such notice.  Upon any such notice of resignation or any such removal, the Requisite Lenders shall have the right, upon five Business Days’ notice to Company, to appoint a successor Administrative Agent.  Upon the acceptance of any appointment as Administrative Agent hereunder by a successor

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Administrative Agent that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent.  After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder or otherwise required (or necessary or appropriate) to be taken by Administrative Agent thereafter.

9.8.Guaranties.

(a)Guaranties.  Each Lender hereby further authorizes the Administrative Agent on behalf of and for the benefit of Lenders, (i) to act as disbursing and collecting agent with respect of payments and collection in connection with Credit Documents, (ii) to file and prove claims and other documents necessary or desirable to allow the claims of the Lenders with respect to any Guaranteed Obligation in any proceeding described in Sections 8.1(8) and (9) and any other similar proceedings and (iv) execute any amendment, consent or waiver under the Credit Documents on behalf of any Lender that has consented in writing.  Subject to Section 11.5, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to release any Guarantor from the Loan Guarantee in accordance with Section 7.12 or in connection with a sale or other disposition (including by merger or consolidation) of such Guarantor to which, or otherwise to the extent to which, the Requisite Lenders (or, if applicable, such other Lenders as may be required to give such consent under this Agreement) have otherwise consented.

(b)Right to Enforce Loan Guarantee.  Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to enforce the Loan Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of Lenders in accordance with the terms hereof.

SECTION 10.[RESERVED.]

SECTION 11.MISCELLANEOUS

11.1.   Notices.  Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given to a Credit Party, Lender or Administrative Agent shall be (i) in the English language and (ii) sent to such Person’s address (which, in the case of any Credit Party, may be sent to the Company’s address) as set forth on Appendix A or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix A or otherwise indicated to Administrative Agent in writing or posted to Intralinks®  or another E-System as and to the extent provided below.  Each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex,

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or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to Administrative Agent shall be effective until received by Administrative Agent; provided further, any such notice or other communication shall at the request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by the Administrative Agent from time to time.  Each such notice may also be (i) posted to Intralinks® (to the extent such system is available and set up by or at the direction of the Administrative Agent prior to posting) in a reasonably appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-coded coversheet or using such other means of posting to Intralinks® as may be available and reasonably acceptable to the Administrative Agent prior to such posting or (ii) posted to any other E-System set up by or at the direction of the Administrative Agent in an appropriate location; provided, no notice to Administrative Agent shall be effective until received by Administrative Agent.  Each such posting shall be effective on the later of the date of such posting in an appropriate location and the date access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System.  Transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth on Appendix A) shall not be sufficient or effective to transmit any notice required or expressly authorized to be delivered hereunder unless such transmission is an available means to post to any E-System.

11.2.Expenses.  Whether or not the transactions contemplated hereby shall be consummated, Company agrees to pay promptly (a) all the actual and reasonable out-of-pocket costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto including the reasonable and documented fees, expenses and disbursements of (i) Wachtell, Lipton, Rosen & Katz, counsel to the Lenders and (ii) counsel to the Administrative Agent; (b) subject to Section 5.6, in the case of the costs and fees of the Advisor, all the actual out-of-pocket costs and reasonable and documented fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (c) all other out-of-pocket actual and reasonable and documented costs and expenses incurred by Administrative Agent in connection with the syndication of the Loans and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (e) during the continuance of a Default or an Event of Default, all out-of-pocket costs and reasonable and documented expenses, including reasonable and documented attorneys’ fees and out-of-pocket costs of settlement, incurred by Administrative Agent and Lenders in enforcing any Credit Document Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the enforcement of the Loan Guarantee or Holdings Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

11.3.Indemnity.

(a)In addition to the payment of expenses pursuant to Section 11.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, Administrative Agent and each Lender and the officers, partners,

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directors, trustees, employees, agents, sub-agents, investment advisors and Affiliates of Administrative Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, as determined in a final, non-appealable judgment by a court of competent jurisdiction).  To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 11.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(b)To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, the Administrative Agent and their respective Affiliates, directors, employees, attorneys, agents, sub-agents, trustees or advisors, on any theory of liability, for special, indirect, consequential or punitive damages  (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

11.4.Set-Off.  In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party, without notice to any Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured.

11.5.Amendments and Waivers.

(a)Subject to Section 11.20, no amendment or waiver of any provision of this Agreement or any other Credit Document, and no consent with respect to any departure by any Credit Party therefrom, shall be effective unless the same shall be in writing and signed by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and the Company and then such waiver shall be

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effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders directly affected thereby (or by Administrative Agent with the consent of all the Lenders directly affected thereby), in addition to Administrative Agent (but only to the extent that Administrative Agent is directly affected thereby) and the Company, do any of the following:

(i)increase or extend the obligation of any Lenders to make Loans or the outstanding principal balance of Loans of any Lender (or reinstate any obligation to make Loans terminated pursuant to Section 8.2(i));

(ii)postpone or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the Lenders (or any of them) hereunder or under any other Credit Document;

(iii)reduce the principal of, or the rate of interest specified herein (it being agreed that the waiver of the default interest margin shall only require the consent of the Requisite Lenders) or the amount of interest payable in cash specified herein on any Loan, or of any fees or other amounts payable hereunder or under any other Credit Document;

(iv)amend Section 2.17, 11.5 or the definition of “Requisite Lenders” or “Pro Rata Share” or any provision providing for consent or other action by all Lenders;

(v)discharge any Material Credit Party from its respective Credit Document Obligations under the Credit Documents, except as may be provided in this Agreement or the other Credit Documents;

(vi)consent to the assignment or transfer by any Material Credit Party of any of its rights and obligations under any Credit Document (other than in connection with a disposition, merger or corporate reorganization permitted under this Agreement).

it being agreed that all Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (i), (iv), (v) and (vi).

(b)No amendment, waiver or consent shall, unless in writing and signed by Administrative Agent, in addition to the Requisite Lenders or all Lenders directly affected thereby, as the case may be (or by Administrative Agent with the consent of the Requisite Lenders or all the Lenders directly affected thereby, as the case may be), affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document.

(c)Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such  Lender.  Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.  No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances.  Any amendment,

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modification, termination, waiver or consent effected in accordance with this Section 11.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

11.6.Successors and Assigns; Participations.

(a)Generally.  This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders.  No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Administrative Agent and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Register.  Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Loans listed therein for all purposes hereof, and no assignment or transfer of any Loan shall be effective, in each case, unless and until recorded in the Register following receipt of (x) a written or electronic confirmation of an assignment issued by a Settlement Service pursuant to Section 11.6(d) (a “Settlement Confirmation”) or (y) an Assignment Agreement effecting the assignment or transfer thereof, in each case, as provided in Section 11.6(d).  Each assignment shall be recorded in the Register on the Business Day the Settlement Confirmation or Assignment Agreement is received by the Administrative Agent, if received by 12:00 p.m. (noon) (Local Time), and on the following Business Day if received after such time, prompt notice thereof shall be provided to Company and a copy of such Assignment Agreement or Settlement Confirmation shall be maintained, as applicable.  The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.”  Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Loans.

(c)Right to Assign.  With the consent of the Company (such consent not to be unreasonably, conditioned, delayed or withheld and, in any event, to be deemed granted if not denied within ten (10) Business Days after the request by the Administrative Agent), each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of the Loans owing to it or other Credit Document Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan):

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(i)to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; and

(ii)to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee”; provided, each such assignment pursuant to this Section 11.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 as of trade date, if specified (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Loans of the assigning Lender, it being understood that simultaneous assignments by two or more Related Funds shall in any event be aggregated for purposes of determining compliance with such $1,000,000 threshold);

provided, that after the occurrence and during the continuance of an Event of Default, the Company’s consent to any assignment shall not be required.

(d)Mechanics.  Assignments of Dollar Loans by Lenders may be made via an electronic settlement system acceptable to Administrative Agent as designated in writing from time to time to the Lenders by Administrative Agent (the “Settlement Service”).  Each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 11.6.  Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service.  Administrative Agent’s consent shall be deemed to have been granted pursuant to Section 11.6(c)(ii) with respect to any transfer effected through the Settlement Service.  Subject to the other requirements of this Section 11.6, assignments and assumptions of the Loans may also be effected by manual execution delivery to Administrative Agent of an Assignment Agreement, together with a processing and recordation fee of $3,500, with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that (i) the foregoing fee shall not be payable in the case of an assignment to another Lender, an Affiliate of a Lender or a Related Fund with respect to a Lender, and (ii) in the case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single such fee shall be payable for all such contemporaneous assignments.  Initially, assignments and assumptions of Loans shall be effected by such manual execution until Administrative Agent notifies Lenders to the contrary.  Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date.  In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20.  Notwithstanding anything herein or in any Assignment Agreement to the contrary and (i) unless notice to the contrary is delivered to the Lenders from the Administrative Agent or (ii) so long as no Default or Event of Default has occurred and is continuing, payment to the assignor by the assignee in respect of the settlement

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of an assignment of any Loan shall include such compensation to the assignor as may be agreed upon by the assignor and the assignee with respect to all unpaid interest which has accrued on such Loan to but excluding the Assignment Effective Date.  On and after the applicable Assignment Effective Date, the applicable assignee shall be entitled to receive all interest paid or payable with respect to the assigned Loan, whether such interest accrued before or after the applicable Assignment Effective Date.

(e)Representations and Warranties of Assignee.  Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in loans such as the applicable Loans; and (iii) it will make or invest in its Loans for its own account in the ordinary course and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 11.6, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control).

(f)Effect of Assignment.  Subject to the terms and conditions of this Section 11.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 11.9) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); and (iii) if any such assignment occurs after the issuance of any Promissory Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Promissory Note to Administrative Agent for cancellation, and thereupon Company, at such Company’s sole expense, shall issue and deliver a new Promissory Note, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the outstanding Loans of the assignee and/or the assigning Lender.

(g)Participations.  Each Lender shall have the right at any time to sell one or more participations to any Person (each such Person, a “Participant”) (other than Holdings, any of its Subsidiaries or any of its Affiliates) in all or any part of its Loans or in any other Credit Document Obligations.  The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (i) extend the final scheduled

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maturity of any Loan or Promissory Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof) or (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement.   Company agrees that each participant shall be entitled to the benefits of Sections 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (i) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Company’s prior written consent and (ii) a participant shall not be entitled to the benefits of Section 2.20 unless Company is notified of the participation sold to such participant and such participant agrees, for the benefit of Company, to comply with Section 2.20 as though it were a Lender.  To the extent permitted by law, each participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17 as though it were a Lender.

(h)Certain Other Assignments.  In addition to any other assignment permitted pursuant to this Section 11.6, any Lender may, without the consent of Company or Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Credit Document Obligations owed by or to such Lender, and its Promissory Note, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank or any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of, such holders; provided, no Lender, as between Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder, until such time as such Federal Reserve Bank, pledge or trustee has complied with the provisions of this Section 11.6 regarding assignments.

(i)Participant Register. Each Lender that grants a participation pursuant to Section 11.6(g) shall maintain a register as an agent of the Company on which it enters the name and address of each Participant and the principal and interest amount of each Participant’s interest in such Lender’s Loans or any other Credit Document Obligations (the “Participant Register”).  The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose

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name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

11.7.[INTENTIONALLY OMITTED].

11.8.Independence of Covenants.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

11.9.Survival of Representations, Warranties and Agreements.  All representations, warranties and agreements made herein shall survive the execution and delivery hereof.  Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.19, 2.20, 11.2, 11.3 and 11.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans and the reimbursement of any amounts drawn thereunder, and the termination hereof.

11.10.   No Waiver; Remedies Cumulative.  No failure or delay on the part of Administrative Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.  The rights, powers and remedies given to Administrative Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents.  Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

11.11.   Marshalling; Payments Set Aside.  Neither Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Credit Document Obligations.  To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

11.12.   Severability.  In case any provision in or obligation hereunder or under any Promissory Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity,

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legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

11.13.   Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations of any other Lender hereunder.  Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

11.14.   Headings.  Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

11.15.   APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS).

11.16.   CONSENT TO JURISDICTION.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (i) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (ii) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (iii) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 11.1; (iv) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (iii) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE  CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (v) AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

11.17.   WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR

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UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11.17 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

11.18.   Confidentiality.  Each Lender and Advisor shall hold all non-public information regarding Company and its Subsidiaries and their businesses identified as such by Company and obtained by such Lender or Advisor pursuant to the requirements hereof  in accordance with such Lender’s or Advisor’s customary procedures for handling confidential information of  such nature, it being understood and agreed by Company that, in any event, a Lender or Advisor may make (i) disclosures of such information to Affiliates of such Lender and to their agents, employees, officers, directors, trustees, attorneys, accountants and advisors (and to other persons authorized by a Lender or Administrative Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 11.18), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee, pledgee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by the provisions of this Section 11.18), (iii) disclosure to any rating agency when required by it; provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from Administrative Agent or any Lender, and (iv) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to notify Company of any request by any governmental agency or representative thereof (other than any such request in connection with

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any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information.  Notwithstanding anything to the contrary set forth herein, each party (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure.  However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective Affiliates, and their and their respective Affiliates’ directors and employees to comply with applicable securities laws.  For this purpose, “tax structure” means any facts relevant to the federal income tax treatment of the transactions contemplated by this Agreement but does not include information relating to the identity of any of the parties hereto or any of their respective Affiliates.  In the event of any conflict between this Section 11.18 and any other Contractual Obligation entered into with any Credit Party, the terms of this Section 11.18 shall govern.  Nothing contained in this Section 11.18 shall limit any obligation which any Lender or Advisor has separately undertaken in any confidentiality agreement with the Company.

11.19.   Usury Savings Clause.  Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Credit Document Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate.  If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect.  In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Company shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect.  Notwithstanding the foregoing, it is the intention of Lenders and Company to conform strictly to any applicable usury laws.  Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Company.

11.20.   Changes to First Lien Facility Prior to Closing Date.  If any changes are made to the First Lien Facility’s description of notes attached hereto as Exhibit 11.20 (other than changes in respect of collateral, the amount of notes issued or the interest rate and fees charged) prior to the Closing Date that are favorable to the holders of notes under such First Lien Facility, correlative changes shall, at the election of the Requisite Lenders, be made to this Agreement by the Administrative Agent without any action by or required consent of the Credit Parties or the Lenders.

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11.21.   Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

11.22.   Effectiveness.  This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

11.23.   Patriot Act.  Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Company that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies Company, which information includes the name and address of Company and other information that will allow such Lender or Administrative Agent, as applicable, to identify Company in accordance with the Act.

11.24.   Electronic Transmissions.

(a)Authorization.  Subject to the provisions of Section 11.1, Administrative Agent, Company, Lender and each of their affiliates and sub-agent and each of their respective employees, agents, officers and directors is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Credit Document and the transactions contemplated therein.  Each Credit Party, Administrative Agent and each Lender hereby acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b)Signatures.  Without limiting the generality of the foregoing, (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Credit Document, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Secured Party and Credit Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any

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applicable Requirement of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

(c)Separate Agreements.  All uses of an E-System shall be governed by and subject to, in addition to this Agreement, separate terms and conditions posted or referenced in such E-System and related Contractual Obligations executed by Persons in connection with the use of such E-System.

(d)LIMITATION OF LIABILITY.  ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”.  NEITHER ADMINISTRATIVE AGENT NOR ANY OF ITS SUB-AGENTS, AFFILIATES AND NONE OF THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS OR OFFICERS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND EACH DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN.  NO WARRANTY OF ANY KIND IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES, SUB-AGENTS OR ANY OF ITS EMPLOYEES, AGENTS, DIRECTORS OR OFFICERS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS.  Each Credit Party and each Lender agrees that the Administrative Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

11.25.   Public Disclosures.  Each Credit Party agrees that it shall not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of the securities of any Credit Party) using the name, logo or otherwise referring to the Administrative Agent, the Lenders or any of their Affiliates, the Credit Documents or any transaction contemplated therein to which the Administrative Agent or the Lenders are party without at least 2 Business Days’ prior notice to Administrative Agent and without the prior consent of Administrative Agent except to the extent required to do so under applicable Requirements of Law and then, only after consulting with Administrative Agent prior thereto.

11.26.   Alternative Transaction Fee and Right of First Refusal.

(a)   In the event the Closing Date shall occur but the Company shall, pursuant to Section 2.1, cause the aggregate Loans hereunder to be less than $125 million, then the Company shall pay to the Lenders on the Closing Date, in accordance with their Pro Rata Shares, a fee in an amount equal to 2.0% of the difference between (a) $125.0 million and (b) the principal amount of Loans as of the Closing Date.

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(b)   Subject to Section 11.26(c), in the event that prior to May 16, 2011 the Closing Date does not occur and any of Holdings, the Company or the Company’s Subsidiaries has entered into an Alternative Transaction, the Company shall, on the date that it enters into the Alternative Transaction, pay to the Initial Lenders their Pro Rata Share of a fee equal to $2.5 million (the “Alternative Transaction Fee”); provided that any Initial Lender that is in breach of its obligations to fund Loans on the Closing Date shall not be entitled to receive its Pro Rata Share of the Alternative Transaction Fee, which shall be retained by Company.  The Company’s payment of the Alternative Transaction Fee shall not relieve the Company of its separate obligations under clause (c) of this Section 11.26.

(c)So long as a Lender has not has not breached its obligations to fund Loans on the Closing Date under the Agreement, at least five (5) Business Days prior to entering into an Alternative Transaction, the Company shall notify (an “Alternative Transaction Notification”) such Lender of its intention to enter into an Alternative Transaction and shall provide such Lender with the definitive documentation to be executed in connection with such Alternative Transaction.  Each Lender shall have the right (but not the obligation) to participate as a lender or purchaser in such Alternative Transaction in an amount of up to sum of (x) its Pro Rata Share of the Maximum Available Amount and (y) the portion of the Maximum Available Amount allocable to other Lenders pursuant to the formula set forth in the foregoing clause (x) that has been declined by such other Lenders subject, in each case, to a total aggregate funding cap on the Lenders of $125.0 million, by notifying the Company within two (2) Business Days of receiving an Alternative Transaction Notification of its desired participation in the Alternative Transaction.  If a Lender elects to participate in an Alternative Transaction, no Alternative Transaction Fee shall be due and payable to such Lender; provided, that if such participation is in a principal amount less than its Pro Rata Share of $125.0 million, then the Alternative Transaction Fee shall be payable in an amount equal to 2.0% multiplied by the difference between its Pro Rata Share of $125.0 million and the principal amount of such Lender’s participation in the Alternative Transaction.  If any Lender declines to participate in an Alternative Transaction, the Alternative Transaction Fee shall be due and payable on the terms set forth in Section 11.26(b) to such Lender. For the avoidance of doubt, the provisions of this Section 11.26(c) shall terminate and be of no further force and effect if the Closing Date occurs.

11.27.   Effectiveness of Agreement.  The provisions and terms of this Agreement shall be in full force and effect from the date of execution of this Agreement.  For the avoidance of doubt, until the occurrence of the Closing Date, (i) none of the representations and warranties set forth in Article IV shall be made or deemed; and (ii) none of the affirmative and negative covenants set forth in Article V or Article VI shall apply to any Credit Party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

Company:
EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
Holdings:
EURAMAX HOLDINGS, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer

Subsidiaries:
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
FABRAL HOLDINGS, INC.
FABRAL, INC.
AMP COMMERCIAL, INC.
BERGER BUILDING PRODUCTS, INC.
BERGER HOLDINGS, LTD.
AMERIMAX UK, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
AMERIMAX FINANCE COMPANY, INC.
By:	/s/ Mitchell B. Lewis
	Name:	Mitchell B. Lewis
	Title:	Chief Executive Officer

ARMSTRONG LOAN FUNDING, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
BRENTWOOD CLO LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
LOAN FUNDING IV LLC.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

EASTLAND CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
GLENEAGLES CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
GRAYSON CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

GREENBRIAR CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
HIGHLAND CREDIT OPPORTUNITIES CDO LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

JASPER CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
LIBERTY CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
LONGHORN CREDIT FUNDING, LLC
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

RED RIVER CLO LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
ROCKWALL CDO LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
STRATFORD CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

TUNSTALL SPECIAL SITUATIONS MASTER FUND, L.P.
By: Tunstall GP, LLC,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
LOAN FUNDING VII LLC
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
WESTCHESTER CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Servicer
By: Strand Advisors, Inc.,
Its General Partner
By:	/s/ James D. Dondero
	Name:	James D. Dondero
	Title:	President, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

LEVINE LEICHTMAN MANAGED FUNDS:
	LEVINE LEICHTMAN CAPITAL PARTNERS DEEP VALUE FUND, L.P.
	By:	/s/
		Name:
		Title:	Authorized Signatory
	CAL FUND CLO INVESTMENT 2008-1, LLC
	By:	/s/
		Name:
		Title:	Authorized Signatory
	TC CAPITAL PARTNERS, L.P.
	By:	/s/
		Name:
		Title:	Authorized Signatory

EX-10.5

Exhibit 10.5

AMENDMENT NO. 1

AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of April 13, 2011 to the Credit Agreement referred to below, among Euramax International, Inc. (the “Company”), Euramax Holdings, Inc., as guarantor (“Holdings”), certain Subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Nexbank, SSB, as administrative agent (the “Administrative Agent”, together with the Company, Holdings, the Subsidiary Guarantors and the Lenders, the “Parties”).

The Company, Holdings, the Subsidiary Guarantors, the Lenders and the Administrative Agent are party to a Credit and Guaranty Agreement dated as of March 3, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”).  The Parties wish to amend the Credit Agreement in certain respects, and accordingly, the Parties hereby agree as follows:

Section 1.  Definitions.  Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

Section 2.  Amendments.  Subject to the satisfaction of the conditions precedent specified in Section 4 hereof, the Credit Agreement shall be amended as follows:

2.1.  General References.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.2.  Financial Officer Certification.  The defined term “Financial Officer Certification” in Section 1.1 of the Credit Agreement shall be amended by deleting the word “Company” wherever contained therein and inserting in replacement thereof the word “Holdings”.

2.3.  Accounting Terms.  The penultimate sentence of Section 1.2 of the Credit Agreement shall be amended by deleting the word “Company” contained therein and inserting in replacement thereof the word “Holdings”.

2.4.  Quarterly Financial Statements.  Section 5.1(b) of the Credit Agreement shall be amended by deleting the word “Company” wherever contained therein and inserting in replacement thereof the word “Holdings”.

2.5.  Annual Financial Statements.  Section 5.1(c) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

“As soon as available, and in any event within 90 days after the end of each Fiscal Year, beginning with Fiscal Year 2011, (i) the consolidated balance sheets of Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth in comparative form the corresponding figures for the previous Fiscal Year, together with a Financial Officer Certification and MD&A with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Holdings;

provided, however, that the timely filing by Holdings with the Commission of an annual report on Form 10-K (or any successor form) shall satisfy the requirements under this Section 5.1(c);”

2.6.  Notice of Default.  Section 5.1(d) of the Credit Agreement shall be amended by deleting the word “Company” where it first appears and inserting in replacement thereof the word “Holdings”.

2.7.  Other Information.  Section 5.1(h) of the Credit Agreement shall be amended by deleting the word “Company” wherever contained therein and inserting in replacement thereof the word “Holdings”.

2.8.  Failure to Comply with Requirements Related to Financial Statements and Other Reports.  The final paragraph in Section 5.1 shall be amended and restated in its entirety to read as follows:

“Notwithstanding anything in this Section 5.1 to the contrary, neither Holdings nor the Company shall be deemed to have failed to comply with any of Holdings or the Company’s agreements set forth under this Section 5.1 for purposes of clause (4) under Section 8.1 until 30 days after the date any report required to be provided under this Section 5.1 is due, and any failure to comply with this Section 5.1 shall be automatically cured when the Company or Holdings provides all required reports or files all required reports with the Commission.”

2.9.  Events of Default.  Clause (4) of Section 8.1 shall be amended by deleting the words “the Company” and inserting in replacement thereof the word “Holdings”.

Section 3.  Representations and Warranties.  The Company represents and warrants to the Lenders and the Administrative Agent that (a) the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct in all material respects or, with respect to representations and warranties that are subject to a Material Adverse Effect qualification, in all respects, as of the date hereof and on the Amendment No. 1 Effective Date (as defined below) (except, in each case, to the extent such representations specifically relate to an earlier date in which case such representations and warranties shall have been true and correct in all material respects or in all respects, as applicable, on and as of such earlier date) as if made on and as of such date and as if each reference in said Section 4 to “this Agreement” included reference to this Amendment No. 1 and (b) immediately after giving effect to this Amendment No. 1, no Default or Event of Default shall exist or be continuing.

Section 4.  Conditions Precedent.  The amendments to the Credit Agreement set forth in Section 2 shall become effective as of the date on which the following conditions precedent shall be satisfied (the “Amendment No. 1 Effective Date”):

4.1.  Execution of Amendment No. 1.  The Administrative Agent shall have received one or more counterparts of Amendment No. 1 duly executed and delivered by each of the Parties.

4.2.  Payment of Fees and Expenses.  The Company shall have paid all reasonable fees and expenses of the Administrative Agent and the Lenders (including the reasonable fees, charges and disbursements of Wachtell, Lipton, Rosen & Katz, counsel to the Administrative Agent and the Lenders) in connection with this Amendment No. 1.

Section 5.  Limited Waiver; Reservation of Rights.  Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect.  Nothing herein shall constitute a waiver of, or any agreement to provide a waiver of, any existing or future Default or Event of Default.  Notwithstanding anything herein to the contrary, the Administrative Agent and the Lenders reserve all of their rights, powers, privileges and remedies under or in respect of the Credit Agreement and the other Credit Documents, at law, in equity or otherwise in connection with the obligations owing by the Company thereunder, and all guarantees of Holdings and certain of its Subsidiaries therefor, all of which are expressly reserved.  This Amendment No. 1 shall not be deemed or otherwise construed to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Company or any other person, firm or corporation with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the other Credit Documents or any rights or remedies arising in favor of the Administrative Agent or the Lenders under or with respect to any such documents; or to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among the Parties.

Section 7.  Miscellaneous.  The Company shall pay all reasonable fees incurred by the Administrative Agent and the Lenders (including the reasonable fees, charges and disbursements of Wachtell, Lipton, Rosen & Katz, counsel to the Administrative Agent and the Lenders) in connection with the preparation, negotiation, execution and delivery of this Amendment No. 1.  This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart.  Any manually executed signature page to this Amendment No. 1 delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature hereto.  This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.

EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Chief Financial Officer
EURAMAX HOLDINGS, INC.
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Chief Financial Officer
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
FABRAL HOLDINGS, INC.
FABRAL, INC.
AMP COMMERCIAL, INC.
BERGER BUILDING PRODUCTS, INC.
BERGER HOLDINGS, LTD.
AMERIMAX UK, INC.
AMERIMAX FINANCE COMPANY, INC.
By:	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Chief Financial Officer

NEXBANK, SSB,
as Administrative Agent
By:	/s/ Jeff Scott
Name:	Jeff Scott
Title:	Vice President

LEVINE LEICHTMAN CAPITAL PARTNERS DEEP
VALUE FUND, L.P.,
as Lender
By:	/s/ Stephen Hogan
Name:	Stephen Hogan
Title:	Authorized Signatory
CAL FUND CLO INVESTMENT 2008-1, LLC,
as Lender
By:	/s/ Stephen Hogan
Name:	Stephen Hogan
Title:	Authorized Signatory
TC CAPITAL PARTNERS, L.P.,
as Lender
By:	/s/ Stephen Hogan
Name:	Stephen Hogan
Title:	Authorized Signatory

ARMSTRONG LOAN FUNDING, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
BRENTWOOD CLO LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
LOAN FUNDING IV LLC
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director

EASTLAND CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
GLENEAGLES CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
GRAYSON CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director

GREENBRIAR CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
HIGHLAND CREDIT OPPORTUNITIES CDO LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
JASPER CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director

LIBERTY CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
LONGHORN CREDIT FUNDING, LLC.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
RED RIVER CLO LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director

ROCKWALL CDO LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
STRATFORD CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
TUNSTALL SPECIAL SITUATIONS MASTER FUND, L.P.
By: Tunstall GP, LLC.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director

LOAN FUNDING VII LLC.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director
WESTCHESTER CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Servicer
By: Strand Advisors, Inc.,
Its General Partner
as Lender
By:	/s/ Jason Post
Name:	Jason Post
Title:	Operations Director

EX-10.6

Exhibit 10.6

AMENDED AND RESTATED

PLEDGE AND SECURITY AGREEMENT

dated as of March 18, 2011

among

EACH OF THE GRANTORS PARTY HERETO

and

REGIONS BANK,

as Agent

TABLE OF CONTENTS

		PAGE
SECTION 1.      DEFINITIONS; GRANT OF SECURITY		- 2 -
1.1	General Definitions	- 2 -
1.2	Definitions; Interpretation	- 11 -
SECTION 2.      GRANT OF SECURITY		- 11 -
2.1	Grant of Security	- 11 -
2.2	Certain Limited Exclusions	- 12 -
SECTION 3.      SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE		- 12 -
3.1	Security for Obligations	- 12 -
3.2	Continuing Liability Under Collateral	- 12 -
SECTION 4.      REPRESENTATIONS AND WARRANTIES AND COVENANTS		- 13 -
4.1	Generally	- 13 -
4.2	Equipment and Inventory	- 16 -
4.3	Receivables	- 17 -
4.4	Investment Related Property	- 20 -
4.5	Material Contracts	- 25 -
4.6	Letter of Credit Rights	- 26 -
4.7	Intellectual Property	- 27 -
4.8	Commercial Tort Claims	- 30 -
SECTION 5.      ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES;		- 30 -
5.1	Further Assurances	- 30 -
5.2	Additional Grantors	- 31 -
SECTION 6.      COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT		- 32 -
6.1	Power of Attorney	- 32 -
6.2	No Duty on the Part of Agent or Secured Parties	- 32 -
SECTION 7.      REMEDIES		- 33 -
7.1	Generally	- 33 -
7.2	Application of Proceeds	- 34 -
7.3	Sales on Credit	- 34 -
7.4	Deposit Accounts	- 35 -
7.5	Investment Related Property	- 35 -
7.6	Intellectual Property	- 35 -
7.7	Cash Proceeds	- 37 -
SECTION 8.      COLLATERAL AGENT		- 37 -
SECTION 9.      CONTINUING NATURE OF SECURITY INTEREST; TRANSFER OF LOANS		- 38 -
SECTION 10.    STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM		- 38 -
SECTION 11.    MISCELLANEOUS		- 38 -
SECTION 12.    AMENDMENT AND RESTATEMENT		- 39 -

i

AMENDED AND RESTATED

PLEDGE AND SECURITY AGREEMENT

This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of March 18, 2011 (this “Agreement”), among EACH OF THE UNDERSIGNED GRANTORS, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor” and collectively, “Grantors”), and REGIONS BANK (“Regions”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Agent”).

RECITALS:

WHEREAS, pursuant to that certain Senior Secured Revolving Credit and Guaranty Agreement dated as of June 29, 2009, by and among certain of the Grantors, Agent, and the various financial institutions party thereto from time to time (the “Existing Lenders”) (as at any time amended, restated, modified or otherwise supplemented prior to the date hereof, the “Existing Credit Agreement”), the Existing Lenders agreed to make loans to, and issue letters of credit and provide other financial accommodations on behalf of, the Grantors party as Borrowers thereunder, and the Grantors party as Guarantors thereunder jointly and severally unconditionally guaranteed to the Agent and the Existing Lenders the payment and performance of all of the “Obligations” as defined therein;

WHEREAS, to secure the Obligations (as such term is defined in the Existing Credit Agreement), certain of the Grantors executed and delivered that certain Pledge and Security Agreement dated as of June 29, 2009, in favor of Agent, for the benefit of itself and the Existing Lenders (as at any time amended, restated, modified or otherwise supplemented prior to the date hereof, the “Existing Security Agreement”);

WHEREAS, Agent, Lenders, Grantors, and the other parties thereto, have now entered into a certain Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement dated as of the date hereof (as at any time amended, restated, modified or supplemented, the “Credit Agreement”), which Credit Agreement amends and restates the Existing Credit Agreement;

WHEREAS, it is a condition to the Secured Parties’ willingness to make loans and other financial accommodations to or for the benefit of the Borrowers under the Credit Agreement that each of the Grantors agree to amend and restate the Existing Security Agreement in its entirety, and Grantors have also agreed to amend and restate the Existing Security Agreement in its entirety as hereinafter set forth;

WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Hedge Agreements with one or more Lender Counterparties; and enter into one or more Cash Management Agreements with, and obtain certain other Bank Products from, any Lender or any Affiliate of any Lender or Agent or any Affiliate of Agent;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement and the Hedge Agreements, Cash Management Agreements and other Bank Products, respectively, each Grantor has agreed to secure such Grantor’s obligations under the Credit Documents, the Hedge Agreements, the Cash Management Agreements and other Bank Products as set forth herein; and

NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend and restate the Existing Security Agreement as follows:

SECTION 1.         DEFINITIONS; GRANT OF SECURITY.

1.1          General Definitions.   In this Agreement, the following terms shall have the following meanings:

“Account Debtor” shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto.

“Account” shall mean and include any “account” as defined in the UCC.  For the avoidance of doubt, the term “Account” shall include, without limitation, all debts, book debts, accounts, claims (including, any claim arising in tort or otherwise), demands and choses in action as well as any right to payment for the sale or lease of Goods or rendition of services, whether or not they have been earned by performance.

“Additional Grantors” shall have the meaning assigned in Section 5.2.

“Agent” shall have the meaning set forth in the preamble.

“Agreement” shall have the meaning set forth in the preamble.

“Assigned Agreements” shall mean all agreements and contracts to which a Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time.

“Cash Equivalents” means, as at any date of determination, (i) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition; (ii) domestic certificates of deposit and time deposits having maturities of not more than 12 months from the date of acquisition, bankers’ acceptances having maturities of not more than 12 months from the date of acquisition and overnight bank deposits, in each case issued by any commercial bank organized under the laws of the United States, any state thereof or the District of Columbia, which at the time of acquisition are rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and (unless issued by a Lender) not subject to offset rights in favor of such bank arising from any banking relationship with such bank; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (i) and (ii) entered into with any financial institution meeting the qualifications specified in clause (ii) above; (iv) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A-1 (or better) by S&P or P-1 (or better) by Moody’s, and having a maturity within 9 months after the date of acquisition thereof; and (v) shares of any money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) - (iv), (b) has net assets not less than $500,000,000 and (c) has the highest rating obtainable from either Moody’s or S&P.

“Cash Proceeds” shall have the meaning assigned in Section 7.7.

“Chattel Paper” shall mean and include all “chattel paper” as defined in Article 9 of the UCC, including, without limitation, “electronic chattel paper” or “tangible chattel paper”, as each term is defined in Article 9 of the UCC.

“Collateral” shall have the meaning set forth in Section 2.1.

2

“Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items to the extent evidencing or containing information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Collections Account” shall have the meaning ascribed to it in the Credit Agreement.

“Commercial Tort Claims” shall mean all “commercial tort claims” as defined in Article 9 of the UCC, including, without limitation, all commercial tort claims listed on Schedule 4.8 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement).

“Commodities Accounts” (i) shall mean all “commodity accounts” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under the heading “Commodities Accounts” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement).

“Controlled Foreign Corporation” shall mean (i) “controlled foreign corporation” as defined in the Tax Code, and (ii) New Holdco BV and any of its Subsidiaries.

“Copyright Licenses” shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(B) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement).

“Copyrights” shall mean all United States, and foreign copyrights (including Community designs, including, but not limited, to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 4.7(A) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

“Credit Agreement” shall have the meaning set forth in the recitals.

“Deposit Accounts” (i) shall mean all “deposit accounts” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the deposit accounts listed on Schedule 4.4 under the heading “Deposit Accounts” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement).

“Deposit Accounts Collateral” shall mean (i) Deposit Accounts (and any associated lockboxes) maintained by any Grantor with a Secured Party or other bank for the deposit of proceeds of Collateral pursuant to the Credit Documents and all amounts from time to time deposited in such Deposit Accounts, except to the extent that amounts on deposit therein on any date are traceable to and identified on such

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date as the direct cash proceeds of Senior Secured Notes Priority Collateral and (ii) amounts on deposit in any Senior Secured Notes Deposit Account on any date that are traceable to and identified on such date as the direct cash proceeds of Collateral.  For the avoidance of doubt, (a) all Dominion Accounts shall constitute Deposit Accounts Collateral, except to the extent that amounts on deposit therein on any date are traceable to and identified on such date as the direct cash proceeds of Senior Secured Notes Priority Collateral and (b) each Senior Secured Notes Loan Deposit Account shall not constitute Deposit Accounts Collateral, except to the extent that amounts on deposit therein on any date are traceable to and identified on such date as the direct cash proceeds of Collateral.

“Documents” shall mean all “documents” as defined in Article 9 of the UCC, and shall include, without limitation, for each Grantor, all of such Grantor’s bills-of-lading, warehouse receipts or other documents of title.

“Dominion Account” shall mean a special account established by Grantors at a bank selected by Grantors, but acceptable to Agent in its discretion, and over which Agent shall have sole and exclusive access and control for withdrawal purposes.

“Equipment” shall mean:  (i) all “equipment” as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures.

“Excluded Assets” shall mean:

(a)           any lease, Intellectual Property, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided however that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such Lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above;

(b)           (i) any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Tax Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation directly owned by such Grantor, and (ii) any assets of a Controlled Foreign Corporation;

(c)           any assets (other than accounts receivable or inventory) of any Grantor, which are subject to or secured by a Capitalized Lease Obligation or purchase money indebtedness permitted by Section 6.1(n) of the Credit Agreement so long as the documents governing such Capitalized Lease Obligation or purchase money indebtedness do not permit other liens on such assets;

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(d)           any intent-to-use (ITU) United States trademark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a), or examined and accepted, respectively, by the United States Patent and Trademark Office, in each case, only to the extent the grant of security interest in such intent-to-use Trademark is in violation of 15 U.S.C. §1060 and only unless and until a “Statement of Use” or “Amendment to Allege Use” is filed, has been deemed in conformance with 15 U.S.C. §1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office at which point such Trademarks shall automatically be included as Collateral;

(e)           any Capital Stock and other securities of a Subsidiary to the extent that the pledge of such Capital Stock and other securities in connection with the Senior Secured Notes results in Euramax being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Senior Secured Notes affected.  In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of Euramax due to the fact that such Subsidiary’s Capital Stock secures the Senior Secured Notes affected thereby, then the Capital Stock of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Senior Secured Notes affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement.  In such event, the Collateral Documents may be amended or modified, without the consent of any holder of such Senior Secured Notes, to the extent necessary to release the security interests in favor of such creditor on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral for the Senior Secured Notes.  In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock to secure the Senior Secured Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock of such Subsidiary will automatically be deemed to be a part of the Collateral for the Senior Secured Notes;

(f)            Commercial Tort Claims of less than $10,000,000;

(g)           pledges and security interests prohibited by, or requiring any consent of any governmental authority pursuant to, law, rule or regulation;

(j)            equity interests in any joint venture with a third party that is not an Affiliate, to the extent a pledge of such equity interests is prohibited by the documents covering such joint venture;

(k)           any Senior Secured Notes Deposit Accounts

(l)            with respect to perfection only, any item of personal property as to which Agent shall determine in writing in its reasonable discretion after consultation with the Grantors that the costs of perfecting a security interest in such item are excessive in relation to the value of such security being perfected thereby; and

(m)          proceeds and products of any of the foregoing to the extent they constitute Excluded Assets described in clauses (a) through (k) above.

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“Excluded Subsidiaries” shall mean Controlled Foreign Corporations, including any Foreign Subsidiaries.

“Exempt Deposit Accounts” means (i) Deposit Accounts the balance of which consists exclusively of (A) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Grantor to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of any of the Grantors and (B) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of one or more Grantors, (ii) all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts and trust accounts for obligations coming due within the following month, (iii) except to the extent amounts on deposit therein on any date are traceable to and identified on such date as the direct cash proceeds of Collateral, Senior Secured Notes Deposit Accounts with Senior Secured Notes Indenture Trustee subject to the terms of the Intercreditor Agreement, and (iv) other disbursement, petty cash or deposit accounts containing less than $100,000 individually and in the aggregate for all such disbursement accounts.

“Existing Credit Agreement” shall have the meaning set forth in the recitals.

“Existing Lenders” shall have the meaning set forth in the recitals.

“Existing Security Agreement” shall have the meaning set forth in the recitals.

“Existing Security Documents” shall have the meaning set forth in Section 12.

“General Intangibles” (i) shall mean all “general intangibles” as defined in Article 9 of the UCC, including “payment intangibles” also as defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Intellectual Property (in each case, regardless of whether characterized as general intangibles under the UCC).

“Goods” (i) shall mean all “goods” as defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC).

“Grantors” shall have the meaning set forth in the preamble.

“Instruments” shall mean all “instruments” as defined in Article 9 of the UCC.

“Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether Agent is the loss payee thereof) and (ii) any key man life insurance policies.

“Intellectual Property” shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses; and all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, the foregoing property and all income, royalties, proceeds and liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to the foregoing property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other such rights; and all internet domain names, know-how and trade secrets.

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“Intercreditor Agreement” shall mean that certain General Intercreditor Agreement dated as of March 18, 2011 (as amended, restated, modified and supplemented from time to time), among Agent,  the Senior Secured Notes Indenture Trustee, the Subordinated Lien Collateral Trustee (as defined therein) from time to time party thereto, and Grantors.

“Inventory” shall mean (i) all “inventory” as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

“Investment Accounts” shall mean the Securities Accounts, Commodities Accounts and Deposit Accounts.

“Investment Related Property” shall mean:  (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and certificates of deposit.

“Lender” shall have the meaning set forth in the recitals.

“Letter of Credit Right” shall mean “letter-of-credit right” as defined in Article 9 of the UCC.

“Lien” shall mean (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Pledged Equity Interests,  any purchase option, call or similar right of a third party with respect to such Pledged Equity Interests.

“Money” shall mean “money” as defined in the UCC.

“New Holdco BV” shall mean Gaula Holdings B.V., a company organized under the laws of the Netherlands and subsidiary of Euramax International, Inc.

“Non-Assignable Material Contract” shall mean any Material Contract to which any Grantor is a party that by its terms purports to restrict or prevent the assignment or granting of a security interest therein (either by its terms or by any federal or state statutory prohibition or otherwise irrespective of whether such prohibition or restriction is enforceable under Section 9-406 through 409 of the UCC).

“Patent Licenses” shall mean all agreements providing for the granting of any right in or to Patents (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(D) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement).

“Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 4.7(C) hereto (as such schedule may be amended or

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supplemented from time to time in accordance with the terms of this Agreement), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Payment Intangible” shall have the meaning given to the term “payment intangible” in the UCC.

“Person” shall mean and include natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governmental authorities.

“Pledge Supplement” shall mean any supplement to this agreement in substantially the form of Exhibit A.

“Pledged Debt” shall mean all Indebtedness owed to a Grantor, including, without limitation, all Indebtedness described on Schedule 4.4(A) under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), issued by the obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

“Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests.

“Pledged LLC Interests” shall mean, subject to Section 2.2, all interests in any limited liability company including, without limitation, all limited liability company interests listed on Schedule 4.4(A) under the heading “Pledged LLC Interests” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) and the certificates, if any, representing such limited liability company interests and any interest of a Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests.

“Pledged Partnership Interests” shall mean, subject to Section 2.2, all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) and the certificates, if any, representing such partnership interests and any interest of a Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

“Pledged Stock” shall mean, subject to Section 2.2, all shares of Capital Stock owned by a Grantor, including, without limitation, all shares of Capital Stock described on Schedule 4.4(A) under the heading “Pledged Stock” (as such schedule may be amended or supplemented from time to time in

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accordance with the terms of this Agreement), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“Pledged Trust Interests” shall mean, subject to Section 2.2, all interests in a Delaware business trust or other statutory trust including, without limitation, all trust interests listed on Schedule 4.4(A) under the heading “Pledged Trust Interests” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) and the certificates, if any, representing such trust interests and any interest of a Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.

“Proceeds” shall mean:  (i) all “proceeds” as defined in Article 9 of the UCC, (ii) payments or distributions made with respect to any Investment Related Property (including, without limitation, Pledged Debt and Deposit Accounts Collateral) and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

“Receivables” shall mean Accounts (and related Supporting Obligations) and all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or, subject to Section 2.2, Investment Related Property, together with all of each Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of a Grantor or any computer bureau or agent from time to time acting for a Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable.

“Record” shall have the meaning specified in Article 9 of the UCC.

“Secured Obligations” shall have the meaning assigned in Section 3.1.

“Secured Parties” shall mean Agent, Issuer, Lenders and the Lender Counterparties.

“Securities” shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants,

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bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Accounts” (i) shall mean all “securities accounts” as defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(A) under the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement).

“Senior Secured Notes” shall have the meaning ascribed to such term in the Credit Agreement.

“Senior Secured Notes Deposit Account” means shall mean, with respect to any Grantor, the deposit account maintained by such Grantor solely for the purpose of depositing proceeds of Senior Secured Notes Primary Collateral.

“Senior Secured Notes Indenture Trustee” shall have the meaning ascribed to such term in the Credit Agreement.

“Senior Secured Notes Priority Collateral” shall have the meaning ascribed to the term “Note Priority Collateral” in the Intercreditor Agreement.

“Supporting Obligation” shall mean all “supporting obligations” as defined in Article 9 of the UCC.

“Tax Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“Trademark Licenses” shall mean any and all agreements providing for the granting of any right in or to Trademarks (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(F) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement).

“Trademarks” shall mean all United States, and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and applications referred to in Schedule 4.7(E) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Trade Secret Licenses” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.7(G) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement).

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“Trade Secrets” shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not such trade secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such trade secret, including but not limited to: (i) the right to sue for past, present and future misappropriation or other violation of any trade secret, and (ii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“UCC” means the Uniform Commercial Code (or any successor statute), as adopted and in force in the State of New York or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state.

“United States” shall mean the United States of America.

1.2Definitions; Interpretation.  All capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or, if not defined therein, in the UCC.  References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise specifically provided.  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.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern.  All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 2.GRANT OF SECURITY.

2.1Grant of Security.  Each Grantor hereby grants to Agent, for the ratable benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property and fixtures of such Grantor including, but not limited to the following, in each case whether now owned or existing or hereafter created, acquired or arising and wherever located (all of which, except as provided in Section 2.2, being hereinafter collectively referred to as the “Collateral”):

(a)Accounts;

(b)Chattel Paper;

(c)Documents;

(d)General Intangibles;

(e)Goods, including, without limitation, Inventory and Equipment;

(f)Instruments;

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(g)Insurance;

(h)Intellectual Property;

(i)Investment Related Property;

(j)Letter of Credit Rights;

(k)Money;

(l)Receivables and Receivable Records;

(m)Commercial Tort Claims described on Schedule 4.8 or any Pledge Supplement;

(n)to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

(o)to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

In addition to the foregoing, each Grantor hereby ratifies, reaffirms, renews and continues its prior pledge and assignment of, and grant of a security interest in favor of Agent, for the benefit of the Secured Parties, in all of the Collateral described in the Existing Security Agreement.

2.2Certain Limited Exclusions.  Notwithstanding anything herein to the contrary contained in Section 2.1 hereof or anything else, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, or shall or the security interest granted under Section 2.1 hereof attach to the Excluded Assets.

Any term or provision of this Agreement or the other Credit Documents to the contrary notwithstanding, (i) no Account, Instrument, Chattel Paper, or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or (ii) any lease under which the lessee is a Sanctioned Person shall be Collateral or shall be credited toward the payment of the Secured Obligations.

SECTION 3.SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1Security for Obligations.  This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the “Secured Obligations”).

3.2Continuing Liability Under Collateral.  Notwithstanding anything herein to the contrary but subject to the transfer of Pledged Equity Interests to Agent or its nominee upon foreclosure after an Event of Default, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to Agent or any Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither Agent nor any Secured Party shall have any obligation or liability

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under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4.REPRESENTATIONS AND WARRANTIES AND COVENANTS.

4.1Generally.

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i)it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, will continue to own or have such rights in each item of the Collateral, in each case free and clear of any and all Liens, rights or claims of all other Persons, including, without limitation, liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, other than Permitted Liens;

(ii)it has indicated on Schedule 4.1(A)(as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement): (w) the type of organization of such Grantor, (x) the jurisdiction of organization of such Grantor, (y) its organizational identification number and (z) the jurisdiction where the chief executive office or its sole place of business (or the principal residence if such Grantor is a natural person) is located.

(iii)the full legal name of such Grantor is as set forth on Schedule 4.1(A) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) and it has not done in the last five (5) years, and does not do, business under any other name except for those names set forth on Schedule 4.1(B) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement);

(iv)except as provided on Schedule 4.1(C) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), it has not changed its name or jurisdiction of organization, or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five (5) years;

(v)other than as expressly permitted by the Credit Agreement, it has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not heretofore been terminated other than the agreements identified on Schedule 4.1(D) hereof (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement);

(vi)with respect to each agreement identified on Schedule 4.1(D), it has indicated on Schedule 4.1 (A) and Schedule 4.1(B) the information required pursuant to Section 4.1(a)(ii), (iii) and (iv) with respect to the debtor under each such agreement;

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(vii)(u) upon the filing of all UCC financing statements naming each Grantor as “debtor” and Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 4.1(E) hereof (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), (v) upon delivery of all Instruments, Chattel Paper and certificated Pledged Equity Interests and Pledged Debt, (w) upon sufficient identification of Commercial Tort Claims, (x) upon execution of a control agreement establishing Agent’s “control” (within the meaning of Section 8-106, 9-106 or 9-104 of the UCC, as applicable) with respect to any Investment Account, (y) upon consent of the issuer with respect to Letter of Credit Rights, and (z) to the extent not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks and Copyrights in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to Agent hereunder constitute valid and perfected first priority Liens (subject in the case of priority only to Permitted Liens and to the rights of the United States government (including any agency or department thereof) with respect to United States government Receivables) on all of the Collateral;

(viii)all actions and consents, including all filings, notices, registrations and recordings necessary or reasonably desirable for the exercise by Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect of the Collateral have been made or obtained;

(ix)other than the financing statements filed in favor of Agent, no effective UCC financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for (x) financing statements for which proper termination statements have been delivered to Agent for filing or for which payoff and Lien release letters containing authority to file such termination statements have been delivered to Agent, in each case, which termination statements or letters have been duly authorized by the applicable secured party of record, and (y) financing statements filed with respect to Permitted Liens;

(x)no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of Agent hereunder or (ii) the exercise by Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (vii) above, (B) those authorizations, approvals or other actions by or notices to or filings expressly set forth on Schedule 4.5 to the Credit Agreement and any other immaterial authorizations, approvals, actions, notices or filings and (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities;

(xi)except as could not reasonably be expected to result, either individually or in the aggregate in a Material Adverse Effect, all information supplied by any Grantor with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects;

(xii)none of the Collateral constitutes, or is the Proceeds of, “farm products” (as defined in the UCC);

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(xiii)it does not own any “as extracted collateral” (as defined in the UCC) or any timber to be cut; and

(xiv)such Grantor has been duly organized as an entity of the type as set forth opposite such Grantor’s name on Schedule 4.1(A) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 4.1(A) and remains duly existing as such.  Such Grantor has not filed any certificates of domestication, transfer or continuance in any other jurisdiction.

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein;

(ii)except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;

(iii)it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), chief executive office, or jurisdiction of organization unless it shall, at least (15) days prior to such change, (a) notify Agent in writing, by executing and delivering to Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, identifying such new name, identity, corporate structure, chief executive office, jurisdiction of organization and providing such other information in connection therewith as Agent may reasonably request and (b) take all actions necessary to maintain the continuous validity, perfection and the same or better priority of Agent’s security interest in the Collateral intended to be granted and agreed to hereby;

(iv)except to the extent otherwise expressly permitted by the Credit Agreement, it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being Properly Contested; provided, such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment;

(v)it shall not take or permit any action which could materially impair Agent’s rights in the Collateral; and

(vi)it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as otherwise permitted under the Credit Agreement.

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4.2Equipment and Inventory.

(a)Representations and Warranties.  Each Grantor represents and warrants, on the Closing Date and on each Credit Date, that:

(i)all of the Equipment and Inventory included in the Collateral is located only at the locations specified in Schedule 4.2 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), except for (A) Inventory which, in the ordinary course of business, (i) is in transit from, or has been purchased by a Grantor and not yet shipped by, a supplier to a Grantor, (ii) is in transit to, or has been delivered to but not yet paid for by, a customer or (iii) which has been delivered by a Grantor to a subcontractor for secondary processing and (B) other mobile goods, Equipment or Inventory with an aggregate book value of up to $1,000,000; provided, that such Inventory is reflected as ineligible in the most recently delivered Borrowing Base Certificate;

(ii)except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, any Goods now or hereafter produced by any Grantor included in the Collateral have been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended; and

(iii)none of the Inventory or Equipment is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor or otherwise in the possession of a bailee or a warehouseman (except for mobile goods, Equipment or Inventory with an aggregate net book value of up to $1,000,000; provided, that such Inventory is reflected as ineligible in the most recently delivered Borrowing Base Certificate).

(b)Covenants and Agreements.  Each Grantor covenants and agrees that:

(i)it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in any event in conformity with GAAP;

(ii)it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or Agent;

(iii)it shall not return any of its Inventory to a supplier or vendor thereof, or any other Person, whether for cash, credit against future purchases or then existing payables, or otherwise, unless (i) such return is in the ordinary course of business of such Grantor and such Person; (ii) no Default or Event of Default exists or would result therefrom; (iii) the return of such Inventory will not result in an Out-of-Formula Condition under the Credit Agreement; (iv) such Grantor promptly notifies Agent thereof if the aggregate value of all Inventory returned in any month exceeds $250,000; and (v) any payments received by such Grantor in connection with any such return are promptly turned over to Agent for application to the Secured Obligations;

(iv)it shall not acquire or accept Inventory on consignment or approval unless the aggregate value of such Inventory on hand at any time is less than $250,000 and such Inventory is reflected as ineligible in the most recently delivered Borrowing Base Certificate, and will use its best efforts to insure that all Inventory that is produced in the United States of America will be produced in accordance with the Fair Labor Standards Act, as amended;

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(v)it shall not sell Inventory to any customer on approval or any other basis upon which the customer has a right to return or obligates any Grantor to repurchase such Inventory unless the aggregate value of such Inventory at any time is less than $250,000 and such Inventory is reflected as ineligible in the most recently delivered Borrowing Base Certificate;

(vi)it shall produce, use, store and maintain all Inventory with all reasonable care and caution in accordance with applicable standards of any insurance and in conformity with applicable law (including the requirements of the Fair Labor Standards Act, as amended) and will maintain current rent payments (within applicable grace periods provided for in leases) at all locations at which any Inventory is maintained or stored;

(vii)if any Equipment or Inventory comes into the possession or control of any third party, (other than a supplier, customer or subcontractor in the ordinary course of business as described in Section 4.2(a)(i), above), each Grantor shall, as a condition to entering into any such arrangement in respect of Equipment or Inventory (unless the aggregate net book value of such Equipment or Inventory at such time is less than $1,000,000, and in the case of Inventory, such Inventory is reflected as ineligible in the most recently delivered Borrowing Base Certificate), upon request of Agent, join with Agent in notifying the third party of Agent’s security interest and use its commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of Agent; and

(viii)with respect to Equipment with net book value in excess of $100,000 individually or $1,000,000 in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of Agent, such Grantor shall (A) provide information with respect to any such Equipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.

4.3Receivables.

(a)Representations and Warranties.  Each Grantor represents and warrants, on the Closing Date and on each Credit Date, that:

(i)except as reflected as ineligible in the most recently delivered Borrowing Base Certificate, each Receivable owing by any single Account Debtor (a) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (b) is and will be genuine and enforceable in accordance with its terms, (c) is not and will not be subject to any deduction or discount (other than as stated in the invoice and disclosed to Agent in writing), any setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise), (d) arises from a bona fide sale of goods or delivery of services in the ordinary course and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (e) is free of all Liens; (f) is for a liquidated amount maturing as stated in the invoice therefor, and (g) is and will be in compliance with all applicable laws, whether federal, state, local or foreign;

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(ii)except as reflected as ineligible in the most recently delivered Borrowing Base Certificate, none of the Account Debtors in respect of any Receivable is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign.  No Receivable requires the consent of the Account Debtor in respect thereof in connection with the pledge hereunder, except those for which any consent required has been obtained or are reflected as ineligible in the most recently delivered Borrowing Base Certificate;

(iii)no Receivable in excess of $100,000 individually or $1,000,000 in the aggregate is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the control of, Agent to the extent required by, and in accordance with Section 4.3(c); and

(iv)to the best of such Grantor’s knowledge, there are no facts, events or occurrences which are reasonably likely to impair the validity or enforceability of such Receivable or reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Agent with respect thereto.

(b)Covenants and Agreements:  Each Grantor hereby covenants and agrees that:

(i)it shall keep and maintain at its own cost and expense complete records of the Receivables as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP, including, but not limited to, the originals of all documentation with respect to all such Receivables and records of all payments received and all credits granted on such Receivables, all merchandise returned and all other dealings therewith;

(ii)it shall not amend, modify, terminate or waive any provision of any Receivable in any manner that could reasonably be expected to have a Material Adverse Effect or result in an Out-of-Formula Condition under the Credit Agreement.  Other than in the ordinary course of business, and during the continuance of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon;

(iii)to the extent that any Grantor does grant any discounts, allowances or credits pursuant to clause (ii) above or otherwise that are not shown on the face of the invoice for the Receivable involved, such Grantor shall report such discounts, allowances or credits, as the case may be to Agent, and if any amounts due and owing in excess of $100,000 are in dispute between any Grantor and any Account Debtor, or if any returns are made in excess of $100,000 with respect to any Receivables owing from an Account Debtor, such Grantor shall provide Agent with written notice thereof, explaining in detail the reason for the dispute or return, all claims related thereto and the amount in controversy;

(iv)if a Receivable of any Grantor includes a charge for any taxes payable to any Governmental Authority, each Grantor authorizes Agent, in Agent’s sole discretion, to pay the amount thereof to the proper taxing authority for the account of such Grantor and to charge Borrowers therefor under the Credit Agreement; provided, however, that neither Agent nor Lenders shall be liable for any taxes that may be due by Grantors;

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(v)whether or not a Default or an Event of Default exists, Agent shall have the right during reasonable business hours and (so long as no Default or Event of Default exists) no more often than quarterly, in the name of Agent, any designee of Agent or any Grantor to verify the validity, amount or any other matter relating to any Receivables of such Grantor by mail, telephone, telegraph or otherwise, and each Grantor shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process;

(vi)each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation in accordance with Section 5.16 of the Credit Agreement, and shall diligently exercise each material right it may have under any Receivable any Supporting Obligation or Collateral Support, in each case, at its own expense, and, in connection with such collections and exercise, such Grantor shall take such action as such Grantor after the occurrence and during the continuance of an Event of Default or Agent may reasonably deem necessary or advisable.  Notwithstanding the foregoing, Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, Agent may:  (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to Agent; and (2) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.  If Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Agent if required, in a Securities Account or Deposit Account maintained under the control of Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.  Further, each Grantor acknowledges that, regardless of whether an Event of Default exists, Agent may, pursuant to the terms of a Control Agreement, direct each Person maintaining a lockbox or similar arrangement into which Account Debtors under any Receivables make payment, to remit to Agent directly all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement, and each Grantor agrees that any such Person maintaining such lockbox or other arrangement shall be authorized to comply with the instructions of Agent without further consent from such Grantor;

(vii)it shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable; and

(viii)to the best of such Grantor’s knowledge, it shall not create or accept any Account, Instrument, Chattel Paper or other obligation of any kind due from or owed by a Sanctioned Person or own any Chattel Paper in the form of a lease where the lessee thereunder is a Sanctioned Person, and shall promptly notify Agent in writing of any Account Debtor’s status as a Sanctioned Person.

(c)Delivery and Control of Receivables.  With respect to any Receivables in excess of $100,000 individually or $500,000 in the aggregate that are evidenced by, or constitute, Chattel Paper

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or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to Agent (or its agent or designee) appropriately indorsed to Agent or indorsed in blank:  (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein.  With respect to any Receivables in excess of $100,000 individually or $500,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall use its commercially reasonable efforts to give Agent control over such Receivables (within the meaning of Section 9-105 of the UCC):  (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein.  Any Receivables that are evidenced by, or constitute, Chattel Paper or Instruments or would constitute “electronic chattel paper” under Article 9 of the UCC which would not otherwise required to be delivered or subjected to the control of Agent in accordance with this subsection (c) shall be delivered or subjected to such control upon request of Agent at any time during the continuance of an Event of Default.  Notwithstanding the foregoing, if at any time any Receivables currently included in the Borrowing Base shall become evidenced by, or constitute, Chattel Paper or Instruments, then Grantors shall immediately deliver to Agent an updated Borrowing Base Certificate reflecting such Receivables as ineligible thereunder.

4.4Investment Related Property.

4.4.1Investment Related Property Generally

(a)Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)Subject to the limitation described in Section 2.2 with respect to the Capital Stock of any Controlled Foreign Corporation, in the event it acquires rights in any Investment Related Property constituting Pledged Equity Interests or Pledged Debt, after the date hereof, it shall deliver to Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;

(ii)except as provided in the next sentence, in the event such Grantor receives any payments, dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such payments, dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall within ten (10) days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of Agent over such Investment Related Property (including, without limitation, delivery thereof to Agent) and pending any such action such Grantor shall be deemed to hold such payments, dividends, interest, distributions, securities or other property in trust for the benefit of Agent and shall segregate such payments, dividends, interest, distributions, Securities or other property from all other property of such Grantor.  Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest and principal;

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(iii)each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to Agent.

(b)Delivery and Control.

(i)Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly upon acquiring rights therein, in each case in form and substance reasonably satisfactory to Agent.  With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account), each Grantor shall cause such certificate or instrument to be delivered to Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC.  With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), each Grantor shall cause the issuer (in the case of Pledged Equity Interests issued by a Subsidiary of a Grantor, mutual funds and other open-ended investments funds), and such Grantor shall use its commercially reasonable efforts to cause the issuer (in the case of all other Investment Related Property) of such uncertificated security, to either (i) register Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to Agent, pursuant to which such issuer agrees to comply with Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

(c)Voting and Distributions.

(i)So long as no Event of Default shall have occurred and be continuing:

(1)except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof; provided, no Grantor shall exercise or refrain from exercising any such right if Agent shall have notified such Grantor that, in Agent’s reasonable judgment, such action would have a Material Adverse Effect; and

(2)Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above.

(ii)Upon the occurrence and during the continuation of an Event of Default:

(1)all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall

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cease and all such rights shall thereupon become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

(2)in order to permit Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (A) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Agent all proxies, dividend payment orders and other instruments as Agent may from time to time reasonably request and (B) each Grantor acknowledges that Agent may utilize the power of attorney set forth in Section 6.1.

4.4.2Pledged Equity Interests

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i)Schedule 4.4(A) (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Pledged Stock, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule;

(ii)except as set forth on Schedule 4.4(B), it has not acquired any Capital Stock in another entity or substantially all the assets of another entity within the past five (5) years;

(iii)it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons other than Permitted Liens (as defined in the Credit Agreement) and except as described in Schedule 4.4(A), there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

(iv)without limiting the generality of Section 4.1(a)(v), except as described in Schedule 4.4(A), no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of Agent in any Pledged Equity Interests or the exercise by Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof;

(v)except as described in Schedule 4.4(A), none of the Pledged LLC Interests nor Pledged Partnership Interests are or represent interests in issuers that: (a) are registered as investment companies or (b) are dealt in or traded on securities exchanges or markets; and

(vi)except as otherwise set forth on Schedule 4.4(A), all of the Pledged LLC Interests and Pledged Partnership Interests are or represent interests in issuers that have opted to be treated as securities under the Uniform Commercial Code of any jurisdiction.

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Schedule 4.4(A) may be amended or supplemented from time to time with any such amendment or supplement being effective for purposes of this Section 4.4.2(a) with respect to each Credit Date from and after the date of such amendment or supplement.

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)other than as permitted under the Credit Agreement or without the prior written consent of Agent, it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely affects the validity, perfection or priority of Agent’s security interest, (b) permit any issuer of any Pledged Equity Interest to issue any additional stock, partnership interests, limited liability company interests or other Capital Stock of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other Capital Stock of any nature of such issuer, (c) permit any issuer of any Pledged Equity Interest to dispose of all or a material portion of their assets, (d) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish Agent’s “control” thereof;

(ii)without the prior written consent of Agent or as permitted under the Credit Agreement, it shall not permit any issuer of any Pledged Equity Interest to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, and (ii) all the outstanding Capital Stock or other Capital Stock of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then such Grantor shall only be required to pledge Capital Stock in accordance with Section 2.2; and

(iii)such Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to Agent or its nominee following the occurrence and during the continuance of an Event of Default and to the substitution of Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

4.4.3Pledged Debt

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that Schedule 4.4 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) sets forth under the heading “Pledged Debt” all of the Pledged Debt that constitutes Indebtedness owned by such Grantor, and

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to the best of such Grantor’s knowledge, all of such Pledged Debt has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting rights of creditors and general principles of equity, and is not in default and constitutes all of the issued and outstanding Indebtedness of Grantors.

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that it shall deliver all Instruments evidencing Pledged Debt to Agent and notify Agent of any default under any Pledged Debt that has caused, either in any individual case or in the aggregate, a Material Adverse Effect.  Upon the occurrence and during the continuance of an Event of Default, Agent shall have the right, upon notice to Grantors, to transfer all or any portion of the Pledged Debt constituting Collateral to its name or the name of its nominee or agent.  In addition, Agent shall have the right at any time during the continuance of an Event of Default, upon notice to any Grantor, to exchange any certificates or instruments representing any Pledged Debt constituting Collateral for certificates or instruments of smaller or larger denominations.

4.4.4Investment Accounts

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that:

(i)Schedule 4.4 hereto (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Securities Accounts” and “Commodities Accounts,” respectively, all of the Securities Accounts and Commodities Accounts in which each Grantor has an interest.  Each Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than Agent pursuant hereto or the Senior Secured Notes Indenture Trustee pursuant to the Senior Secured Notes Indenture and other Senior Secured Notes Documents) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or securities or other property credited thereto, except to the extent such control would constitute a Permitted Lien;

(ii)Schedule 4.4 hereto (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Deposit Accounts” the Collections Account, the other Dominion Accounts and all of the other Deposit Accounts in which each Grantor has an interest.  Each Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than Agent pursuant hereto or the Senior Secured Notes Indenture Trustee pursuant to the Senior Secured Notes Indenture and other Senior Secured Notes Documents) having either sole dominion and control (within the meaning of common law) or “control” (within the meanings of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein, except to the extent such control would constitute a Permitted Lien; and

(iii)Each Grantor has taken all actions necessary or desirable, including those specified in Section 4.4.4(c), to: (a) establish Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Related Property constituting Securities Accounts, Securities Entitlements or Commodities Accounts (each as defined in the UCC); (b) subject to Section 5.16 of the Credit Agreement, establish Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (c) deliver all Instruments to Agent.

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(b)Delivery and Control.

(i)With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, at the request of Agent, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement in form and substance reasonably satisfactory to Agent pursuant to which it shall agree to comply with Agent’s “entitlement orders” without further consent by such Grantor.  With respect to any Investment Related Property that is a “Deposit Account” (other than any Exempt Deposit Account), including the Collections Account and any other Dominion Accounts, subject to the provisions of Sections 5.16 and 6.18 of the Credit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit B hereto, or in other form reasonably satisfactory to Agent, pursuant to which Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account.  Subject to Section 5.16 of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Exempt Deposit Accounts) that exist on the Closing Date, as of or prior to the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Exempt Deposit Accounts) that are created or acquired after the Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts.

In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the request of Agent, each Grantor shall take such additional actions, including, without limitation, causing (in the case of Investment Related Property issued by a Subsidiary of a Grantor) or using commercially reasonable efforts to cause (in the case of all other Investment Related Property) such issuer to register the pledge on its books and records or making such filings or recordings, in each case, as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of Agent.   Upon the occurrence and during the continuance of an Event of Default, Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to Agent’s name or the name of its nominee or agent.  In addition, Agent shall have the right at any time during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

4.5Material Contracts.

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that Schedule 4.5 (as such schedule may be amended or supplemented from time to time) contains a true, correct and complete list of all the Material Contracts to which such Grantor has rights on the Closing Date, and except as described thereon, all such Material Contracts are in full force and effect on the Closing Date and no defaults exist thereunder on the Closing Date.

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that:

(i)after the occurrence an during the continuance of an Event of Default, such Grantor shall furnish to Agent true and complete copies (including any amendments or supplements thereof) of all Material Contracts to which it is a party;

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(ii)in addition to any rights under the Section of this Agreement relating to Receivables, Agent may at any time notify, or require any Grantor to so notify, the counterparty on any Material Contract of the security interest of Agent therein.  In addition, after the occurrence and during the continuance of an Event of Default, Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to Agent;

(iii)it shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor or Agent may deem necessary or advisable;

(iv)it shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Material Contract; and

(v)such Grantor shall, within thirty (30) days of the date hereof with respect to any Non-Assignable Material Contract in effect on the date hereof and within thirty (30) days after entering into any Non-Assignable Material Contract after the Closing Date, request in writing the consent of the counterparty or counterparties to the Non-Assignable Material Contract pursuant to the terms of such Non-Assignable Material Contract or applicable law to the assignment or granting of a security interest in such Non-Assignable Material Contract to Secured Party and use its commercially reasonable efforts to obtain such consent as soon as practicable thereafter; provided that if a Grantor is unable to obtain such consent, the requirements of this Section 4.5(b)(v) shall be satisfied where such Grantor delivers a certificate to Agent, which shall be reasonably satisfactory to Agent, certifying that it used its commercially reasonable efforts and was unable to obtain such consent.

4.6Letter of Credit Rights.

(a)Representations and Warranties.  Except with respect to Letters of Credit issued under the Credit Agreement and letters of credit that do not constitute Collateral, each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i)all material letters of credit to which such Grantor has rights as a beneficiary are listed on Schedule 4.6 hereto (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement); and

(ii)it has obtained the consent of each issuer of any letter of credit in an amount in excess of $500,000 in the aggregate to the assignment of the Letter of Credit Right under the letter of credit to Agent.

(b)Covenants and Agreements.  Except with respect to Letters of Credit issued under the Credit Agreement and letters of credit that do not constitute Collateral, each Grantor hereby covenants and agrees that with respect to any letter of credit in an amount in excess of $500,000 in the aggregate hereafter arising it shall obtain the consent of the issuer thereof to the assignment of the proceeds of the letter of credit to Agent and shall deliver to Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto.

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4.7Intellectual Property.

(a)Representations and Warranties.  Except as disclosed in Schedule 4.7(H) (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement), each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i)Schedule 4.7 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) sets forth a true and complete list of (i) all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Grantor and (ii) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses material to the business of such Grantor;

(ii)it solely owns and possesses all right, title, and interest in and to the Patents, Trademarks and Copyrights listed on Schedule 4.7 (as such schedule may be amended from time to time in accordance with the terms of this Agreement), and owns or has the valid right to use all other Intellectual Property used in or necessary to conduct its business, free and clear of all Liens, claims, encumbrances and licenses, except for Permitted Liens, license agreements executed in the normal course of business consistent with past practice and the licenses set forth on Schedule 4.7(B), (D), (F) and (G) (as each may be amended or supplemented from time to time in accordance with the terms of this Agreement);

(iii)all Copyrights, Trademarks and Patents owned by any Grantor are subsisting and have not been adjudged invalid or unenforceable, in whole or in part, and each Grantor has performed all acts necessary and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of the Intellectual Property listed on Schedule 4.7 in full force and effect, except to the extent that a particular Patent, Trademark or Copyright is not material to, or useful in, the business of such Grantor;

(iv)except as set forth in Schedule 4.7(H), no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority and no action or proceeding before any court or administrative authority is pending or, to the best of such Grantor’s knowledge, threatened challenging the validity of, (A) such Grantor’s right to register any material Intellectual Property owned by or licensed to such Grantor, or (B) such Grantor’s rights to own or use any material Intellectual Property owned by or licensed to, or otherwise used by such Grantor;

(v)all registrations and applications for Copyrights, Patents and Trademarks listed on Schedule 4.7 are standing in the name of each Grantor, and none of the Trademarks, Patents, Copyrights or Trade Secrets has been licensed by any Grantor to any Affiliate or third party, except as disclosed in Schedule 4.7(B), (D), (F), or (G) (as each may be amended or supplemented from time to time in accordance with the terms of this Agreement) and except for licenses executed in the ordinary course of business consistent with past practice;

(vi)each Grantor uses appropriate statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents, and appropriate notice of copyright in connection with the publication of Copyrights material to the business of such Grantor, in each case, to the extent necessary and proper;

(vii)each Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademark Collateral material to the business of such Grantor and takes all

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action necessary to insure that all licensees of the Trademark Collateral material to the business of such Grantor owned by such Grantor use such adequate standards of quality;

(viii)except as set forth in Schedule 4.7(H), and except as would not have, individually or in the aggregate, a Material Adverse Effect, the conduct of such Grantor’s business does not infringe upon or otherwise violate any Trademark, Patent, Copyright, Trade Secret or other intellectual property right owned by a third party and, to the best of each Grantor’s knowledge, no claim is pending against Grantor that any Intellectual Property owned or used by Grantor (or any of its respective licensees) violates the asserted rights of any third party;

(ix)to the best of such Grantor’s knowledge, no third party is infringing upon or otherwise violating any rights in any material Intellectual Property owned or used by such Grantor;

(x)to the best of such Grantor’s knowledge, no settlement or consents, covenants not to sue, nonassertion assurances, or releases to which Grantor is bound are in force that adversely affect Grantor’s rights to own or use any Intellectual Property material to the business of such Grantor; and

(xi)to the best of such Grantor’s knowledge and except as set forth on Schedule 4.7 or as otherwise permitted by the Credit Agreement, each Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale, transfer, or exclusive license of any Intellectual Property owned by and material to the business of such Grantor that has not been terminated or released.

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees as follows until the Full Payment of the Secured Obligations:

(i)it shall not do any act or omit to do any act whereby any of the Intellectual Property which is material to the business of Grantor in its reasonable business judgment may lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;

(ii)it shall not, with respect to any Trademarks which are material to the business of any Grantor in its reasonable business judgment, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality;

(iii)it shall, within thirty (30) days of the creation or acquisition of any Copyrightable work the registration of which is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office when such registration is deemed necessary by the Grantor exercising its reasonable business judgment;

(iv)it shall promptly notify Agent if it knows that any item of the Intellectual Property that is material to the business of any Grantor may become (a) abandoned or dedicated to the public or placed in the public domain, (b) invalid or unenforceable, or (c) subject to any adverse determination or development (including the institution of proceedings) in any action or

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proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court;

(v)it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Intellectual Property including, but not limited to, those items on Schedule 4.7(A), (C) and (E) (as each may be amended or supplemented from time to time in accordance with the terms of this Agreement);

(vi)in the event that any material Intellectual Property owned by or exclusively licensed to any Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall, as it deems necessary in the exercise of its reasonable business judgment, promptly take all commercially reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages;

(vii)it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to Agent (i) the filing of any application to register any Intellectual Property owned by the Grantor with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property owned by the Grantor by any such office, in each case by executing and delivering to Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto;

(viii)it shall, promptly upon the reasonable request of Agent, execute and deliver to Agent an Intellectual Property Security Agreement, substantially in the form of Exhibit C attached hereto, together with all supplements and schedules thereto, and any other document reasonably required to acknowledge, confirm, register, record, or perfect Agent’s interest in any part of the Intellectual Property, whether now owned or hereafter acquired;

(ix)except with the prior consent of Agent or as permitted under the Credit Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments that remain in effect, except financing statements or other documents or instruments filed or to be filed in favor of Agent and each Grantor shall not sell, assign, transfer, grant an exclusive license otherwise outside of the ordinary course of business, consistent with past practice, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created or permitted by and under this Agreement and the other Credit Documents;

(x)it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts;

(xi)it shall take all commercially reasonable steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality

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agreements with employees and labeling and restricting access to secret information and documents, except to the extent that a Trade Secret is no longer material or necessary to the business of such Grantor or the Trade Secret no longer derives substantial value from not being known to the public, as determined by such Grantor in its reasonable business judgment;

(xii)it shall use proper statutory notice in connection with its use of any of the Intellectual Property where necessary and proper; and

(xiii)it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof.  In connection with such collections, each Grantor may take (and, at Agent’s reasonable direction, shall take) such action as such Grantor or, after the occurrence and during the continuance of an Event of Default, Agent may deem reasonably necessary or advisable to enforce collection of such amounts.  Notwithstanding the foregoing, Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

4.8Commercial Tort Claims

(a)Representations and Warranties.  Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that Schedule 4.8 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) sets forth all Commercial Tort Claims of each Grantor in excess of $10,000,000 in the aggregate; and

(b)Covenants and Agreements.  Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim in excess of $10,000,000 in the aggregate hereafter arising it shall deliver to Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

SECTION 5.ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.

5.1Further Assurances.

(a)Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

(i)file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary or desirable, or as Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby;

(ii)at Agent’s request, execute and deliver, and use commercially reasonably efforts to cause the applicable depositary bank to execute and deliver, to Agent such Control Agreements as may be reasonably requested by Agent pursuant to the terms of this Agreement, including a Control Agreement with respect to the deposit account(s) of Amerimax UK, Inc. maintained at Natwest Bank;

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(iii)at Agent’s request, execute and deliver such agreements, instruments, deeds, pledges, certificates and other documents, and take all other actions, as may be reasonably requested by Agent pursuant to the terms of this Agreement to perfect Agent’s security interest in the Capital Stock of any first-tier Foreign Subsidiary of a Grantor;

(iv)take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or in which an application for registration is pending including, without limitation, the United States Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing;

(v)during the continuance of an Event of Default, upon request by Agent and in accordance with the provisions of the Credit Agreement, assemble the Collateral and allow inspection of the Collateral by Agent, or persons designated by Agent; and

(vi)at Agent’s reasonable request, appear in and defend any action or proceeding that may affect such Grantor’s title to or Agent’s security interest in all or any part of the Collateral.

(b)Each Grantor hereby authorizes Agent to file a Record or Records, including, without limitation, financing or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to Agent herein.  Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Agent herein, including, without limitation, describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.”  Each Grantor shall furnish to Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Agent may reasonably request, all in reasonable detail.

(c)Each Grantor hereby authorizes Agent to modify this Agreement after obtaining such Grantor’s approval of or signature to such modification by amending Schedule 4.7 (as such schedule may be amended or supplemented from time to time in accordance with the terms of this Agreement) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

5.2Additional Grantors.  From time to time subsequent to the date hereof, additional Persons that are not Excluded Subsidiaries may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Counterpart Agreement.  Upon delivery of any such counterpart agreement to Agent and acceptance by Agent thereof, notice of which acceptance is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto.  Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Agent not to cause any Subsidiary of Euramax to become an Additional Grantor hereunder.  This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

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SECTION 6.COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

6.1Power of Attorney.  Each Grantor hereby irrevocably appoints Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, Agent or otherwise, from time to time in Agent’s reasonable discretion to take any action and to execute any instrument that Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:

(a)upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to Agent pursuant to the Credit Agreement;

(b)upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c)upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

(d)upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with respect to any of the Collateral;

(e)to prepare and file any UCC financing statements against such Grantor as debtor;

(f)to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as debtor;

(g)upon the occurrence and during the continuance of any Event of Default to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Agent in its sole discretion, any such payments made by Agent to become obligations of such Grantor to Agent, due and payable immediately without demand; and

(h)upon the occurrence and during the continuance of any Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and Agent’s security interest therein in accordance with the terms of this Agreement, all as fully and effectively as such Grantor might do.

6.2No Duty on the Part of Agent or Secured Parties.  The powers conferred on Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon Agent or any Secured Party to exercise any such powers.  Agent and the Secured Parties

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shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment or order.

SECTION 7.REMEDIES.

7.1Generally.

(a)If any Event of Default shall have occurred and be continuing, Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(i)require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at a place to be designated by Agent that is reasonably convenient to both parties;

(ii)enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(iii)prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Agent deems appropriate;

(iv)obtain the appointment of a receiver, without notice of any kind whatsoever, to take possession of the Collateral and to exercise such rights and powers as the court appointing such receiver shall confer upon such receiver; and

(v)without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Agent may deem commercially reasonable.

(b)Agent or any Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by Agent at such sale.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice

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to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor agrees that it would not be commercially unreasonable for Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets.  Each Grantor hereby waives any claims against Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Agent accepts the first offer received and does not offer such Collateral to more than one offeree, provided this sentence shall not restrict the operation of Section 9-615(f) of the UCC.  If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the reasonable fees of any attorneys employed by Agent to collect such deficiency.  Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Agent, that Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities.  Nothing in this Section shall in any way alter the rights of Agent hereunder.

(c)Agent may sell the Collateral without giving any warranties as to the Collateral.  Agent may specifically disclaim or modify any warranties of title or the like.  This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(d)Agent shall have no obligation to marshal any of the Collateral.

7.2Application of Proceeds.  Except as expressly provided elsewhere in this Agreement or the Intercreditor Agreement, all proceeds received by Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by Agent against, the Secured Obligations in the following order of priority:  first, to the payment of all reasonable costs and expenses of such sale, collection or other realization, including reasonable fees and out-of-pocket expenses to Agent and its agents and counsel, and all other reasonable out-of-pocket expenses, liabilities and advances made or incurred by Agent in connection therewith, and all amounts for which Agent is entitled to indemnification hereunder (in its capacity as Agent and not as a Lender) and all advances made by Agent hereunder for the account of the applicable Grantor, and to the payment of all reasonable costs and expenses paid or incurred by Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

7.3Sales on Credit.  If Agent sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by Agent and applied to indebtedness of the purchaser.  In the event the purchaser fails to pay for the Collateral, Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

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7.4Deposit Accounts.

Agent may apply the balance from any Deposit Account (other than the Senior Secured Notes Deposit Account) or instruct the bank at which any Deposit Account (other than the Senior Secured Notes Deposit Account) is maintained to pay the balance of any Deposit Account (other than the Senior Secured Notes Deposit Account) to or for the benefit of Agent in accordance with the provisions of Section 4.4.4 hereof.

7.5Investment Related Property.

Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it.  If Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Agent all such information as Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

7.6Intellectual Property.

(a)Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default:

(i)Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, Agent or otherwise, in Agent’s sole discretion, to enforce any Intellectual Property, in which event such Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all documents required by Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify Agent as provided in Section 10 hereof in connection with the exercise of its rights under this Section, and, to the extent that Agent shall elect not to bring suit to enforce any Intellectual Property as provided in this Section, each Grantor agrees to use all commercially reasonable efforts, whether by action, suit, proceeding or otherwise, to prevent the infringement or other violation of any of such Grantor’s rights in the Intellectual Property by others;

(ii)upon written demand from Agent, each Grantor shall grant, assign, convey or otherwise transfer to Agent or such Agent’s designee all of such Grantor’s right, title and interest in and to the Intellectual Property and shall execute and deliver to Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

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(iii)each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property;

(iv)within five (5) Business Days after written notice from Agent, each Grantor shall make available to Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Licenses, such persons to be available to perform their prior functions on Agent’s behalf and to be compensated by Agent at such Grantor’s expense on a per diem, pro rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default; and

(v)(A) Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

(B)All amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 7.7 hereof; and

(C)Grantor shall adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(b)If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to Agent as aforesaid, subject to any disposition thereof that may have been made by Agent; provided, after giving effect to such reassignment, Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of Agent and the Secured Parties.

(c)Solely for the purpose of enabling Agent to exercise rights and remedies under this Section 7 and at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, to the extent it has the right to do so, an irrevocable, nonexclusive

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license (exercisable without payment of royalty or other compensation to such Grantor but only exercisable so long as an Event of Default has occurred and is continuing), subject, in the case of Trademarks, to the grant of sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located.

7.7Cash Proceeds.  In addition to the rights of Agent specified in Section 4.3 and Section 4.4 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) (i) except as specified in clause (ii), shall be applied by such Grantor in a manner not inconsistent with the Credit Agreement, and (ii) if an Event of Default shall have occurred and be continuing, shall be held by such Grantor in trust for Agent, segregated from other funds of such Grantor, and, unless otherwise agreed in writing by Agent, shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4.1(a)(ii), be turned over to Agent in the exact form received by such Grantor (duly indorsed by such Grantor to Agent, if required).  Any Cash Proceeds received by Agent (whether from a Grantor or otherwise) (A) shall be held by Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by Agent against the Secured Obligations then due and owing in accordance with Section 4.4 and the Credit Agreement.

SECTION 8.COLLATERAL AGENT.

Agent has been appointed to act as Agent hereunder by Lenders pursuant to the terms and provisions of Section 9.8 of the Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement.  In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by Agent for the benefit of Secured Parties in accordance with the terms of this Section. Agent may resign at any time by giving prior written notice thereof to Lenders and the Grantors.  Upon any such notice of resignation, Agent immediately shall be discharged from its duties and obligations under this Agreement and Requisite Lenders shall have the right, upon notice to Agent, to appoint a successor Agent.  Upon the acceptance of any appointment as Agent hereunder by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent under this Agreement shall promptly at the Grantors’ expense (i) transfer to such successor Agent all sums and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under this Agreement, and (ii) execute and deliver to such successor Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary in connection with the assignment to such successor Agent of the security interests created hereunder.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Agent hereunder.

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SECTION 9.CONTINUING NATURE OF SECURITY INTEREST; TRANSFER OF LOANS.

This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Full Payment of all Secured Obligations, be binding upon each Grantor, its successors and assigns and inure, together with the rights and remedies of Agent hereunder, to the benefit of Agent and its successors, transferees and assigns for the benefit and on behalf of the Secured Parties.  Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise.  Notwithstanding the Full Payment of all Secured Obligations, Agent shall not be required to terminate its Liens in any of the Collateral unless, with respect to any loss or damage Agent may incur as a result of the dishonor or return of any payment items applied to the Secured Obligations, Agent shall have received either (i) a written agreement, executed by Grantors and any Person deemed financially responsible by Agent whose loans or other advances to Grantors are used in whole or in part to satisfy the Secured Obligations, indemnifying Agent and Secured Parties from any such loss or damage; or (ii) such monetary reserves and Liens on the Collateral for such period of time as Agent, in its reasonable discretion, may deem necessary to protect Agent from any such loss or damage, provided, that any such reserve shall not exceed the amount of the payment items applied to the Secured Obligations that have not cleared as of such date.  Upon Agent’s confirmation of the satisfaction of the conditions set forth in the immediately preceding sentence, Agent shall, at Grantors’ expense, promptly execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination.  Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person.  Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to Agent, including financing statement amendments to evidence such release.

SECTION 10.STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

The powers conferred on Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as Agent deals with similar property in its own account.  Neither Agent nor any of its directors, officers, employees or agents shall be liable for failure to, except to the extent such delay or failure arises from the gross negligence or willful misconduct of Agent, as determined by a court of competent jurisdiction in a final, non-appealable judgment or order, demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise.  If any Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the expenses of Agent incurred in connection therewith shall be payable by each Grantor under Section 11.2 of the Credit Agreement.

SECTION 11.MISCELLANEOUS.

Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 11.1 of the Credit Agreement.  No failure or delay on the part of Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.  All rights and remedies existing under this Agreement and the

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other Credit Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available.  In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.  This Agreement shall be binding upon and inure to the benefit of Agent and Grantors and their respective successors and assigns.  No Grantor shall, without the prior written consent of Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder.  This Agreement and the other Credit Documents embody the entire agreement and understanding between Grantors and Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.  Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.  This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document and may be delivered by facsimile or e-mail.

Notwithstanding any other provision contained herein, the Liens created hereby are subject in all respects to the provisions of the Intercreditor Agreement.   In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control to the extent provided in Section 7.10 thereof.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS).

SECTION 12.AMENDMENT AND RESTATEMENT.

(a)This Agreement amends and restates the Existing Security Agreement.  All rights, benefits, indebtedness, interests, liabilities and obligations of the parties to the Existing Security Agreement and the agreements, documents and instruments executed and delivered in connection with the Existing Security Agreement, including, without limitation, the Existing Credit Agreement (collectively, the “Existing Security Documents”) are hereby renewed, amended, and restated in their entirety according to the terms and provisions set forth in this Agreement and the other Credit Documents.  This Agreement does not constitute, nor shall it result in, a waiver of, or release, discharge or forgiveness of, any amount payable pursuant to the Existing Security Agreement or any indebtedness, liabilities or obligations of any Grantor thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement and the other Credit Documents.  Neither this Agreement nor any of the other Credit Documents extinguishes the indebtedness or liabilities outstanding in connection with the Existing Security Documents, nor do they constitute a novation with respect thereto.

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(b)Without limiting the generality of the foregoing, nothing contained herein shall amend, modify, interrupt, extinguish or nullify any grant of a security interest by any Grantor in the Collateral set forth herein, and all security interests, pledges, assignments and other liens previously granted by Grantors under the Existing Security Documents, including, without limitation, the Existing Credit Agreement, are hereby renewed and continued and shall remain in full force and effect as security for the Secured Obligations, except as otherwise provided by this Agreement and the other Credit Documents.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each Grantor and Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

	GRANTORS:
ATTEST:	EURAMAX INTERNATIONAL, INC.
/s/ R. Scott Vansant
Secretary	By:	/s/ R. Scott Vansant
		R. Scott Vansant, Chief Financial Officer
[CORPORATE SEAL]
	AMERIMAX HOME PRODUCTS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	AMERIMAX BUILDING PRODUCTS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	BERGER BUILDING PRODUCTS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]

[Signatures continue on following page.]

	FABRAL, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	AMP COMMERCIAL, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	EURAMAX HOLDINGS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	AMERIMAX FABRICATED PRODUCTS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]

[Signatures continue on following page.]

	AMERIMAX FINANCE COMPANY, INC.
ATTEST:
	By:	/s/ Mitchell Lewis
/s/ R. Scott Vansant		Mitchell Lewis, President and Chief Executive Officer
Secretary
[CORPORATE SEAL]
	BERGER HOLDINGS, LTD
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	FABRAL HOLDINGS, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]
	AMERIMAX UK, INC.
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]

[Signatures continue on following page.]

	AMERIMAX RICHMOND COMPANY
ATTEST:
	By:	/s/ R. Scott Vansant
/s/ R. Scott Vansant		R. Scott Vansant, Chief Financial Officer
Secretary
[CORPORATE SEAL]

[Signatures continue on following page.]

AGENT:
REGIONS BANK, as Agent
By:	/s/ Linda Harris
Title: Senior Vice President

EX-10.7

Exhibit 10.7

GENERAL INTERCREDITOR AGREEMENT

dated as of

March 18, 2011

among

REGIONS BANK,
as ABL Collateral Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Notes Priority Collateral Trustee,

EACH SUBORDINATED LIEN COLLATERAL TRUSTEE,

from time to time a party hereto,

EURAMAX INTERNATIONAL, INC.,
and

the entities listed on Schedule I hereto

GENERAL INTERCREDITOR AGREEMENT (this “Agreement”), dated as of March 18, 2011 among REGIONS BANK, as collateral agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “ABL Collateral Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral trustee for the Notes Priority Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Notes Priority Collateral Trustee”), each additional Subordinated Lien Collateral Trustee (as defined below) that executes and delivers a joinder in the form of Exhibit A hereto, EURAMAX INTERNATIONAL, INC., a Delaware corporation (the “Issuer”), and the entities listed on Schedule I hereto (as well as each future subsidiary that becomes a party hereto pursuant to the terms of the ABL Credit Agreement and the Notes Priority Indenture, as applicable, and the terms hereof, collectively, the “Obligors”).

WHEREAS, the Issuer has entered or is about to enter into the Amended and Restated Senior Secured Revolving Credit and Guaranty Agreement, dated as of March 18, 2011 (as amended, restated, supplemented, modified, renewed, refunded, restructured, increased, refinanced and/or replaced from time to time, the “ABL Credit Agreement”), among the Issuer and certain of its subsidiaries as borrowers and guarantors, the ABL Collateral Agent, and the other parties thereto.

WHEREAS, the Issuer has entered or is about to enter into (i) the Indenture, dated as of March [    ], 2011 (as amended, restated, supplemented, modified, and/or replaced from time to time, the “Notes Priority Indenture”), among the Issuer, Wells Fargo Bank, National Association, as trustee (the “Notes Priority Collateral Trustee”), and the other parties thereto, pursuant to which the Issuer shall issue the 9.50% notes due 2016 (together with any additional notes issued pursuant to the Notes Priority Indenture, and as such notes may be amended, restated, supplemented, modified, and/or replaced from time to time, the “Notes Priority Notes”), and (ii) the other Notes Priority Documents, if any.

WHEREAS, the ABL Credit Agreement and the Notes Priority Indenture permit future Second Lien Debt and other Subordinated Lien Debt to be incurred subject to the terms and conditions therein, respectively and herein.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.Construction; Certain Defined Terms.

(a)The definitions of terms 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 to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) 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, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, 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, (vi) the term “or” is not exclusive and (vii) all capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the ABL Security Documents and/or the Notes Priority Security Documents, as applicable.

(b)As used in this Agreement, the following terms have the meanings specified below:

“ABL Collateral Agent” has the meaning set forth in the preamble.

“ABL Credit Agreement” has the meaning set forth in the preamble.

“ABL Debt” means all of the “Obligations” (as defined in the ABL Credit Agreement, including, without limitation, all Revolver Loans, Swingline Loans, LC Obligations, and obligations and indebtedness under any interest rate hedging agreement, commodity hedging agreement, currency hedging agreement, other hedging agreement or cash management agreement or any bank products agreement, in each case entered into with any lender under the ABL Credit Agreement, its affiliates or any other Person permitted under the ABL Credit Agreement if the obligations under any such agreement are permitted under the ABL Credit Agreement to be secured pursuant to the ABL Security Documents (the “ABL Hedging Agreements,” the “ABL Cash Management Agreements” and the “ABL Bank Products”, respectively) and any and all interest accruing and out-of-pocket costs and expenses incurred after the date of any filing by or against any Obligor of any petition or complaint initiating any Insolvency Proceeding, regardless of whether any ABL Secured Party’s claim therefor is allowed or allowable in the Insolvency Proceeding commenced by the filing of such petition or complaint.

“ABL Documents” means, collectively, the ABL Credit Agreement, the ABL Security Documents, the ABL Hedging Agreements, the ABL Cash Management Agreements, the ABL Bank Products, any additional credit agreement, note purchase agreement, indenture or other agreement related thereto and all other loan or note documents, collateral or security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, the ABL Credit Agreement, the ABL Hedging Agreements, the ABL Cash Management Agreements, or the ABL Bank Products, in each case as such agreements or instruments may be amended, supplemented, modified, restated, replaced, renewed, refunded, restructured, increased or refinanced from time to time on the terms permitted hereunder.

“ABL Liens” means Liens on the Collateral created under the ABL Security Documents to secure the ABL Obligations.

“ABL Obligations” means all indebtedness, liabilities and obligations (of every kind or nature) incurred or arising under or relating to the ABL Documents and all other obligations in respect thereof (including, without limitation, principal, premium, interest, reimbursements under letters of credit, fees, indemnifications, expenses and other obligations and guarantees of the foregoing (including Post-Petition Interest at the rate provided in the relevant ABL Document, whether or not a claim for Post-Petition Interest is allowed in an applicable Insolvency or Liquidation Proceeding)).

“ABL Priority Collateral” means (i) (1) all Accounts (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic

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Chattel Paper), Instrument, Document or General Intangible) which arise as a result of the sale or lease of Inventory, Goods (excluding Equipment) or merchandise or provision of services, including the right to payment of any interest or finance charges) and (2) all promissory notes and other writings evidencing the foregoing obligations, however evidenced and whenever made, (ii) all Inventory, (iii) all Payment Intangibles (including corporate and other tax refunds), documents of title, customs receipts, insurance, shipping and other documents and other written materials related to any Inventory (including to the purchase or import of any Inventory), (iv) all Letter of Credit Rights, Chattel Paper, Instruments, Investment Property (other than Capital Stock), Documents and General Intangibles (other than any intellectual property and Capital Stock) pertaining to any ABL Priority Collateral, (v) all Deposit Accounts, collection accounts, disbursement accounts, lock-boxes, commodity accounts and securities accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds and assets held in, on deposit in, or credited to any of the foregoing (excluding in each case cash proceeds of Notes Priority Collateral and the Deposit Accounts in which such cash is held), (vi) all books and records and Supporting Obligations relating to any of the foregoing, (vii) all related letters of credit, guaranties, collateral liens, Commercial Tort Claims or other claims and causes of action, and (viii) to the extent not otherwise included, all substitutions, replacements, accessions, products and proceeds (including, without limitation, insurance proceeds, Investment Property, licenses, royalties, income, payments, claims, damages and proceeds of suit, but excluding, for the avoidance of doubt, any real estate, equipment, intellectual property and Capital Stock) of any or all of the foregoing, in each case at any time held by the Issuer or any of the Obligors (whether now existing or at any time hereafter acquired by the Issuer or any of the Obligors or in which the Issuer or any of the Obligors acquires any right, title or interest), other than any assets that constitute Excluded Assets.  All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meanings assigned to them in the UCC.

“ABL Secured Parties” means the Secured Parties (as defined in the ABL Credit Agreement).

“ABL Security Documents” means any documents, agreements or instruments now existing or entered into after the date hereof that create (or purport to create) Liens on any assets or properties of any Grantor to secure any ABL Obligations.

“Agents” means the ABL Collateral Agent, the Notes Priority Collateral Trustee and, if any, the Subordinated Collateral Trustee, if any (on behalf of the Second Lien Secured Parties) and the Subordinated Lien Collateral Trustee, if any (on behalf of the Subordinated Lien Secured Parties).

“Bankruptcy Code” means Title 11 of the United States Code.

“Capital Stock” means:  (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Collateral” means the ABL Priority Collateral and the Note Priority Collateral.

“Collateral Access Agreement” shall have the meaning of such term as set forth in the ABL Security Documents.

“Collateral Trust and Intercreditor Agreement” means that certain Collateral Trust and Intercreditor Agreement, dated as of March 18, 2011, among the Issuer, the Notes Priority Trustee, the

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Notes Priority Collateral Trustee, and the other parties thereto, as amended, restated, supplemented, modified, and/or replaced from time to time.

“Controlled Foreign Corporation” shall mean (i) “controlled foreign corporation” as defined in the Tax Code, and (ii) New Holdco BV and any of its subsidiaries. “Disposition” shall mean any sale, lease, sale and leaseback, assignment, conveyance, exchange, transfer or other disposition.

“Dispose” shall have a correlative meaning.

“Domestic Subsidiary” of any Person shall mean any subsidiary of such Person incorporated or organized in the United States or any State thereof or the District of Columbia.

“Enforcement Action” means (a) the taking of any action to enforce or realize upon any Lien on the Collateral, including the institution of any foreclosure proceedings or the noticing of any public or private sale or other Disposition pursuant to Article 8 or Article 9 of the UCC or other applicable law, (b) the exercise of any right or remedy provided to a secured creditor or otherwise on account of a Lien on the Collateral under the ABL Documents, the Notes Priority Documents, the Second Lien Documents, the Subordinated Lien Documents or applicable law, including the election to retain any Collateral in satisfaction of a Lien or credit bid, (c) the taking of any action or the exercise of any right or remedy in respect of the collection on, set off against, marshaling of, or foreclosure on the Collateral or the proceeds of Collateral, (d) the sale, lease, license, or other Disposition of all or any portion of the Collateral, at a private or public sale, other Disposition or any other means permissible under applicable law at any time that an event of default shall have occurred which is continuing, and (e) the exercise of any other right of liquidation against any Collateral (including the exercise of any right of recoupment or set-off or any rights against Collateral obtained pursuant to or by foreclosure of a judgment Lien obtained against any Grantor) whether under the ABL Documents, the Notes Priority Documents, the Second Lien Documents, the Subordinated Lien Documents, applicable law, in a proceeding or otherwise; provided that, for the avoidance of doubt, none of the following shall constitute an Enforcement Action: (i) making demand for payment or accelerating the maturity of the ABL Debt or the Notes Priority Debt; (ii) the receipt and application by the ABL Collateral Agent to the ABL Debt of collections of Accounts or proceeds of other ABL Priority Collateral received from account debtors or through any lockbox or other cash management arrangement, whether or not any Event of Default exists at the time of application; (iii) the implementation of reserves under the ABL Credit Agreement; (iv) the reduction of advance rates under the ABL Credit Agreement; (v) the cessation (whether temporary or permanent) of lending under the ABL Credit Agreement due to the existence of an Out-of-Formula Condition, the existence of an Event of Default or failure to satisfy conditions precedent; (vi) the exercise by any ABL Secured Party of any right of offset with respect to Banking Relationship Debt (as defined in the ABL Credit Agreement) (other than Banking Relationship Debt owing in respect of any ABL Hedging Agreement with an ABL Secured Party); or (vii) the filing by a party hereto of a proof of claim in any Insolvency or Liquidation Proceeding.

“Enforcement Notice” means a written notice delivered, at a time when an Event of Default has occurred and is continuing, by either the Senior Representative in respect of the ABL Priority Collateral or the Senior Representative in respect of the Note Priority Collateral to the other specifying that it is an “Enforcement Notice” and the relevant Event of Default.

“Event of Default” means an “Event of Default” (or similarly defined term) under and as defined in the ABL Credit Agreement or any other ABL Document, the Notes Priority Indenture or any other Notes Priority Document or any the Second Lien Indenture or any other Second Lien Document or any Subordinated Lien Document, as the context may require.

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“Excluded Assets” means:  (a) any intellectual property, lease, license, contract, property rights or agreement to which the Issuer or any Obligor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the Issuer or any Obligor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided, however, that the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above; (b) any asset (other than Accounts or Inventory) of the Issuer or any Obligor, which is subject to or secured by a Capital Lease Obligation or purchase money indebtedness permitted by clause (5) of the definition of “Permitted Debt” so long as the documents governing such Capital Lease Obligations or purchase money indebtedness do not permit other liens on such assets, (c) any of the outstanding voting capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of Capital Stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the United States Internal Revenue Code of 1986, as amended, to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by the Issuer and each Obligor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation directly owned by the Issuer or any Obligor; (d) (i) any intent-to-use (ITU) United States trademark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a), or examined and accepted, respectively, by the United States Patent and Trademark Office, in each case, only to the extent the grant of security interest in such intent-to-use Trademark is in violation of 15 U.S.C. §1060 and only unless and until a “Statement of Use” or “Amendment to Allege Use” is filed, has been deemed in conformance with 15 U.S.C. §1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office at which point such Trademarks shall automatically be included as Collateral; (ii) any property or assets owned by any Excluded Subsidiary or any Unrestricted Subsidiary, (iii) any property or assets owned by Parent that is not owned by the Issuer or its Restricted Subsidiaries and (iv) any of the outstanding capital stock of any Unrestricted Subsidiary; (e) any Capital Stock and other securities of a Subsidiary to the extent that the pledge of such Capital Stock and other securities results in the Issuer being required to file separate financial statements of such Subsidiary with the Commission, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant notes affected.  In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Commission to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Capital Stock secures the notes affected thereby, then the Capital Stock of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant notes affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement.  In such event, the Collateral Documents may be amended or modified, without the consent of any holder of such notes, to the extent necessary to release the security interests in favor of such creditor on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral for the relevant notes.  In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) the Capital Stock of such Subsidiary

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to secure the notes in excess of the amount then pledged without the filing with the Commission (or any other governmental agency) of separate financial statements of such Subsidiary, then such excess amount of the Capital Stock of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant notes unless such excess amount is otherwise an Excluded Asset; (f) any leasehold interests in real property; (g) any fee-owned real property with a book value of less than $2.5 million;(h) commercial tort claims of less than $10.0 million;(i) pledges and security interests prohibited by, or requiring any consent of any governmental authority pursuant to, law, rule or regulation; (j) Equity Interests in any joint venture with a third party that is not an Affiliate, to the extent a pledge of such Equity Interests is prohibited by the documents covering such joint venture; (k)(i) deposit or securities accounts the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Issuer or any Obligor to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of the Issuer or its Subsidiaries and (b) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3 102 on behalf of employees of the Issuer or its Subsidiaries, and (ii) all segregated deposit or securities accounts constituting (and the balance of which consists solely of funds set aside in connection with), payroll accounts and trust accounts; (l) proceeds and products (other than provided above) of any of the foregoing to the extent they constitute excluded collateral described in clauses (a) through (l).

Notwithstanding the foregoing, (i) in the event of the amendment of the United States Internal Revenue Code of 1986, as amended, to allow the pledge in excess of 65% of the voting power of all classes of Capital Stock of any Controlled Foreign Corporation entitled to vote without adverse tax consequences, the Issuer will use its commercially reasonable efforts to grant a security interest in such Capital Stock directly owned by the Issuer or any Obligor, subject to the limitations of paragraph (c) above, and (ii) in the event of any change in facts and circumstances (including but not limited to the modification, amendment or interpretation of Rule 3-16 of Regulation S-X under the Securities Act) that would permit the pledge of all or a portion of the Capital Stock of a Subsidiary formed under the laws of the Netherlands in excess of the amount then pledged without the filing of separate financial statements of such Subsidiary with the SEC (or any other governmental agency), the Issuer will use its commercially reasonable efforts to grant a security interest in such Capital Stock, subject to the limitations of paragraphs (c), (d) and (e) above.

“Grantors” means, collectively, the Issuer and the Obligors.

“Hedge Agreements” means an Interest Rate Agreement, a Currency Agreement or Commodity Agreement entered into with a hedging counterparty in the ordinary course of the Issuer’s or the Obligors’ business, and otherwise permitted pursuant to the ABL Documents, Notes Priority Documents and the Second Lien Documents, if any and the Subordinated Lien Documents, if any.

“Insolvency or Liquidation Proceeding” means:  (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to either the Issuer or any Obligor; (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to either the Issuer or any Obligor or with respect to a material portion of their respective assets; any liquidation, dissolution, reorganization or winding up of either Issuer or any Obligor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or any assignment for the benefit of creditors or any other marshalling of assets and liabilities of either the Issuer or any Obligor.

“Junior Documents” means (a) for the ABL Priority Collateral, (i) in respect of the ABL Documents, each of the Notes Priority Documents, the Second Lien Documents, if any, and the Subordinated Lien Documents, if any, (ii) in respect of the Notes Priority Documents, each of the Second Lien

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Documents, if any, and the Subordinated Lien Documents, and (iii) in respect of any Second Lien Documents, the Subordinated Lien Documents, if any, and (b) for the Note Priority Collateral, (i) in respect of the Notes Priority Documents, each of the Second Lien Documents, if any, the ABL Documents and the Subordinated Lien Documents, (ii) in respect of the Second Lien Documents, if any, the ABL Documents and the Subordinated Lien Documents, if any, and (iii) in respect of each of the ABL Documents, the Subordinated Lien Documents, if any.

“Junior Liens” means (a) for the ABL Priority Collateral, (i) in respect of the ABL Liens, each of the Notes Priority Liens, the Second Lien Liens, if any, and the Subordinated Lien Liens, if any, (ii) in respect of the Notes Priority Liens, each of the Second Lien Liens, if any, and the Subordinated Lien Liens, and (iii) in respect of the Second Lien Liens, if any, the Subordinated Lien Liens, if any, and (b) for the Note Priority Collateral, (i) in respect of the Notes Priority Liens, each of the Second Lien Liens, if any, the ABL Liens and the Subordinated Lien Liens, if any, (ii) in respect of each of the Second Lien Liens, each of the ABL Liens and the Subordinated Lien Liens, if any, and (iii) in respect of the ABL Liens, the Subordinated Lien Liens.

“Junior Representative” means (a) for the ABL Priority Collateral, (i) in respect of the ABL Collateral Agent, each of the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee, (ii) in respect of the Notes Priority Collateral Trustee, the Subordinated Lien Collateral Trustee, and (iii) in respect of the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties), the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties) and (b) for the Note Priority Collateral, (i) in respect of the Notes Priority Collateral Trustee, each of the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties), the ABL Collateral Agent and the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties), (ii) in respect of the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties), each of the ABL Collateral Agent and the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties), and (iii) in respect of the ABL Collateral Agent, the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties).

“Junior Secured Obligations” means (a) (i) in respect of the Notes Priority Obligations (to the extent such Obligations are secured by the Note Priority Collateral), each of the Second Lien Obligations, if any, the ABL Obligations and the Subordinated Lien Obligations, if any, and (ii) in respect of the Notes Priority Obligations (to the extent such Obligations are secured by the ABL Priority Collateral), each of the Second Lien Obligations, if any, and the Subordinated Lien Obligations, if any, (b) (i) in respect of the ABL Obligations (to the extent such Obligations are secured by the Note Priority Collateral), the Subordinated Lien Obligations, if any, and (ii) in respect of the ABL Obligations (to the extent such Obligations are secured by the ABL Priority Collateral), each of the Notes Priority Obligations, the Second Lien Obligations, if any, and the Subordinated Lien Obligations, if any, and (c) (i) in respect of the Second Lien Obligations (to the extent such Obligations are secured by the Note Priority Collateral), each of the ABL Obligations and the Subordinated Lien Obligations, if any, and (ii) in respect of the Second Lien Obligations (to the extent such Obligations are secured by the ABL Priority Collateral), the Subordinated Lien Obligations.

“Junior Secured Obligations Collateral” means the Collateral in respect of which a Junior Representative (on behalf of itself and the applicable Junior Secured Obligations Secured Parties) holds a Junior Lien.

“Junior Secured Obligations Secured Parties” means (a) for the ABL Priority Collateral, (i) in respect of the ABL Secured Parties, each of the Notes Priority Secured Parties, the Second Lien Secured Parties, if any, and the Subordinated Lien Secured Parties, if any, (ii) in respect of the Notes Priority Secured Parties, each of the Second Lien Secured Parties, if any, and the Subordinated Lien Secured

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Parties, if any, and (iii) in respect of the Second Lien Secured Parties, if any, the Subordinated Lien Secured Parties, if any, and (b) for the Note Priority Collateral, (i) in respect of the Notes Priority Secured Parties, each of the Second Lien Secured Parties, if any, the ABL Secured Parties and the Subordinated Lien Secured Parties, if any, (ii) in respect of the Second Lien Secured Parties, if any, each of the ABL Secured Parties and the Subordinated Lien Secured Parties, if any, and (iii) in respect of the ABL Secured Parties, the Subordinated Lien Secured Parties, if any.

“Junior Secured Obligations Security Documents” means (a) for the ABL Priority Collateral, (i) in respect of the ABL Security Documents, each of the Notes Priority Security Documents, the Second Lien Security Documents, if any, and the Subordinated Lien Security Documents, if any, (ii) in respect of the Notes Priority Security Documents, each of the Second Lien Security Documents, if any, and the Subordinated Lien Security Documents, if any, and (iii) in respect of the Second Lien Security Documents, if any, the Subordinated Lien Security Documents, if any, and (b) for the Note Priority Collateral, (i) in respect of the Notes Priority Security Documents, each of the ABL Security Documents, the Second Lien Security Documents, if any, and the Subordinated Lien Security Documents, if any, (ii) in respect of the Second Lien Security Documents, each of the ABL Security Documents and the Subordinated Lien Security Documents, if any, and (iii) in respect of the ABL Security Documents, the Subordinated Lien Security Documents, if any.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including (1) any conditional sale or other title retention agreement, (2) any lease in the nature thereof, (3) any option or other agreement to sell or give a security interest and (4) any filing, authorized by or on behalf of the relevant grantor, of any financing statement under the UCC (or equivalent statutes) of any jurisdiction.

“Lien Priority Confirmation” means: (1) as to any additional ABL Debt, the written agreement of the holders of such additional ABL Debt, or their applicable representative, for the enforceable benefit of the ABL Collateral Agent, the Notes Priority Collateral Trustee, the Subordinated Lien Collateral Trustee, all existing and future Secured Parties and each existing and future representative with respect thereto:  (a) that such representative and all other holders of obligations in respect of such ABL Debt are bound by the provisions of this Agreement; (b) consenting to and directing the ABL Collateral Agent to act as agent for such additional ABL Debt or such representative, as applicable, and perform its obligations under this Agreement and the ABL Security Documents; and (c) that the holders of such obligations in respect of such additional ABL Debt are bound by this Agreement; (2) as to any additional Notes Priority Debt, the written agreement of the holders of such additional Notes Priority Debt, or their applicable representative, for the enforceable benefit of the ABL Collateral Agent, the Notes Priority Collateral Trustee, the Subordinated Lien Collateral Trustee, all existing and future Secured Parties and each existing and future representative with respect thereto:  (a) that such representative and all other holders of obligations in respect of such Notes Priority Debt are bound by the provisions of the Collateral Trust and Intercreditor Agreement and this Agreement; (b) consenting to and directing the Notes Priority Collateral Trustee to act as agent for such additional Notes Priority Debt or such representative, as applicable, and perform its obligations under the Collateral Trust and Intercreditor Agreement, the Notes Priority Security Documents and this Agreement; and (c) that the holders of such obligations in respect of such additional Notes Priority Debt are bound by the Collateral Trust and Intercreditor Agreement and this Agreement; and (3) as to any additional Second Lien Debt and Subordinated Lien Debt, the written agreement of the holders of such debt, or their applicable representative, for the enforceable benefit of the ABL Collateral Agent, the Notes Priority Collateral Trustee, the Subordinated Lien Collateral Trustee, all existing and future Secured Parties and each existing and future representative with respect thereto:  (a) that such representative and all the other holders of obligations in respect of such additional Second Lien Debt or Subordinated Lien Debt, as applicable, are bound by the provisions of this Agreement; (b) consenting to

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and directing the Subordinated Lien Collateral Trustee to act as agent for such additional Second Lien Debt or Subordinated Lien Debt, as applicable, or such representative, as applicable, and perform its obligations under this Agreement, and the Second Lien Security Documents or Subordinated Lien Security Documents, as applicable; and (c) that the holders of such obligations in respect of such additional Second Lien Debt or Subordinated Lien Debt, as applicable, are bound by this Agreement.

“Note Priority Collateral” means all of the tangible and intangible properties and assets at any time owned or acquired by the Issuer or any Obligor, including all real estate, equipment, intellectual property and all substitutions, replacements, accessions, products and proceeds of any or all of the foregoing, except Excluded Assets and the ABL Priority Collateral.

“Notes Priority Debt” means Indebtedness under the Notes Priority Indenture and the Notes and, to the extent issued or outstanding, any other Indebtedness (including any Hedging Obligations (as defined in the Notes Priority Indenture) of the Issuer or the Obligors designated as such by the Issuer in writing to the ABL Collateral Agent, the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee, if any; provided that:  (a) on or before the date on which such Indebtedness is incurred, an officer’s certificate of the Issuer is delivered to the ABL Collateral Agent, the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee, if any, designating such Indebtedness as “Notes Priority Debt” for the purposes of this Agreement, the ABL Documents, the Notes Priority Documents, the Second Lien Documents, if any, and the Subordinated Lien Documents, if any, and certifying that such Indebtedness may be incurred (and secured as contemplated in Section 2.01 hereof and in the Collateral Trust and Intercreditor Agreement) without violating the terms of any ABL Document, Notes Priority Document, Second Lien Document, if any, or Subordinated Lien Document, if any, or causing any default thereunder, if any; (b) such Indebtedness is evidenced or governed by an indenture, credit agreement, loan agreement, note agreement, promissory note or other agreement or instrument that includes a Lien Priority Confirmation; (c) such Indebtedness is designated as “Notes Priority Debt” in accordance with the requirements of the Collateral Trust and Intercreditor Agreement; and (d) at the time of the incurrence thereof, the applicable Notes Priority Debt may be incurred (and secured as contemplated in Section 2.01 hereof and in the Collateral Trust and Intercreditor Agreement) without violating the terms of any ABL Document, Notes Priority Document, Second Lien Document, if any, or Subordinated Lien Document, if any, or causing any default thereunder.

“Notes Priority Documents” means, collectively, the Notes Priority Indenture, the Hedge Agreements, the Notes Priority Security Documents, and each of the other agreements, documents and instruments providing for or evidencing any other Notes Priority Obligation, and any other document or instrument executed or delivered at any time in connection therewith, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed, extended or refinanced from time to time.

“Notes Priority Indenture” has the meaning set forth in the preamble.

“Notes Priority Liens” means Liens on the Collateral created under the Notes Priority Security Documents to secure the Notes Priority Obligations.

“Notes Priority Obligations” means, subject to the terms and conditions in the Collateral Trust and Intercreditor Agreement, (i) all principal of and interest (including without limitation any Post- Petition Interest) and premium (if any) on all notes issued pursuant to the Notes Priority Indenture, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to the Notes Priority Documents, (iii) all Hedging Obligations, (iv) all guarantee obligations, fees, expenses and all other obligations under the Notes Priority Documents, in each case whether or not allowed or allowable in an Insolvency

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or Liquidation Proceeding, and (v) all obligations arising with respect to any Notes Priority Debt (including, without limitation, principal, premium, interest (including Post-Petition Interest at the rate provided in the relevant Notes Priority Document, whether or not a claim for Post-Petition Interest is allowed in an applicable Insolvency or Liquidation Proceeding), reimbursements under letters of credit, fees, indemnifications, expenses and other obligations and guarantees of the foregoing).

“Notes Priority Secured Parties” means the Secured Parties (as defined in the Notes Priority Security Documents).

“Notes Priority Security Documents” means the Notes Priority Pledge and Security Agreement, dated as of March 18, 2011, as amended, among the Grantors and the Notes Priority Collateral Trustee and as it may be further amended, restated or modified from time to time, and any other documents, agreements or instruments now existing or entered into after the date hereof that create (or purport to create) Liens on any assets or properties of any Grantor to secure any Notes Priority Obligations.

“Obligations” means the ABL Obligations, the Notes Priority Obligations, the Second Lien Obligations, if any, and the Subordinated Lien Obligations, if any.

“Paid In Full” and “Payment In Full” in respect of any Obligations means:  (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided in the respective documentation, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness and other obligations and liabilities outstanding under the ABL Documents, the Notes Priority Documents, the Second Lien Documents or the Subordinated Lien Documents, as applicable; (b) in respect of the Notes Priority Obligations only, payment in full in cash of all Hedging Obligations constituting Notes Priority Obligations or the cash collateralization of all such Hedging Obligations on terms satisfactory to each applicable counterparty; (c) payment in full in cash of all other ABL Obligations, Notes Priority Obligations, Second Lien Obligations or Subordinated Lien Obligations, as applicable, that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); (d) termination or expiration of all commitments, if any, to extend credit that would constitute ABL Obligations, Notes Priority Obligations, Second Lien Obligations or Subordinated Lien Obligations, as applicable; and (e) termination or cash collateralization (in an amount and manner reasonably satisfactory to the applicable Agent, but in no event greater than 105% of the aggregate undrawn face amount) of all letters of credit issued under the ABL Documents, the Notes Priority Documents, the Second Lien Documents or the Subordinated Lien Documents, as applicable.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective documentation, whether or not allowed or allowable in any such Insolvency or Liquidation Proceeding.

“Representative” means (a) in the case of any ABL Obligations, the ABL Collateral Agent, (b) in the case of any Notes Priority Obligations, the Notes Priority Collateral Trustee, (c) in the case of any Second Lien Obligations, the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties), and (d) in the case of any Subordinated Lien Obligations, the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties).

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“Second Lien Debt” means any Indebtedness of the Issuer or the Obligors designated as such by the Issuer in writing to the ABL Collateral Agent, the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee; provided that:  (a) on or before the date on which such Indebtedness is incurred, an officer’s certificate of the Issuer is delivered to the ABL Collateral Agent, the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee, designating such Indebtedness as “Second Lien Debt” for the purposes of this Agreement, the ABL Documents, the Notes Priority Documents, the Second Lien Documents, if any, and the Subordinated Lien Documents, if any, and certifying that the applicable Second Lien Debt may be incurred (and secured as contemplated by Section 2.01 hereof) without violating the terms of any ABL Document, Notes Priority Document, Second Lien Document or Subordinated Lien Document or causing any default thereunder; (b) such Indebtedness is evidenced or governed by an indenture, credit agreement, loan agreement, note agreement, promissory note or other agreement or instrument that includes a Lien Priority Confirmation; (c) such Indebtedness is designated as “Second Lien Debt” in accordance with the requirements of this Agreement, the ABL Credit Agreement and the Notes Priority Indenture;  (d) at the time of the incurrence thereof, the applicable Second Lien Debt may be incurred (and secured as contemplated by Section 2.01 hereof) without violating the terms of any ABL Document, Notes Priority Document, Second Lien Document or Subordinated Lien Document or causing any default thereunder and (e) the Subordinated Lien Collateral Trustee has heretofore executed and delivered an appropriate joinder in the form of Exhibit A hereto.

“Second Lien Documents” means, collectively, each of the agreements, documents and instruments providing for or evidencing any other Second Lien Obligation, and any other document or instrument executed or delivered at any time in connection therewith, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed, extended or refinanced from time to time.

“Second Lien Liens” means Liens on the Collateral created under the Second Lien Security Documents to secure the Second Lien Obligations.

“Second Lien Obligations” means, subject to the terms and conditions in this Agreement, all obligations arising with respect to any Second Lien Debt (including, without limitation, principal, premium, interest (including Post-Petition Interest at the rate provided in the relevant Second Lien Document, whether or not a claim for Post-Petition Interest is allowed in an applicable Insolvency or Liquidation Proceeding), reimbursements under letters of credit, fees, indemnifications, expenses and other obligations and guarantees of the foregoing).

“Second Lien Secured Parties” means the Secured Parties (as defined in the Second Lien Security Documents).

“Second Lien Security Documents” means any documents, agreements or instruments now existing or entered into after the date hereof that create (or purport to create) Liens on any assets or properties of any Grantor to secure any Second Lien Obligations.

“Secured Parties” means the ABL Secured Parties, the Notes Priority Secured Parties, the Second Lien Secured Parties and the Subordinated Lien Secured Parties.

“Security Documents” means the ABL Security Documents, the Notes Priority Security Documents, the Second Lien Security Documents and the Subordinated Lien Security Documents.

“Senior Documents” means (a) for the ABL Priority Collateral, (i) in respect of the Notes Priority Documents, the ABL Documents, (ii) in respect of the Second Lien Documents, each of the Notes Priority Documents and the ABL Documents, and (iii) in respect of the Subordinated Lien

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Documents, each of the Second Lien Documents, the Notes Priority Documents and the ABL Documents, and (b) for the Note Priority Collateral, (i) in respect of the Second Lien Documents, the Notes Priority Documents, (ii) in respect of the ABL Documents, each of the Second Lien Documents and the Notes Priority Documents, (iii) in respect of the Subordinated Lien Documents, each of the ABL Documents, the Second Lien Documents and the Notes Priority Documents.

“Senior Liens” means (a) for the ABL Priority Collateral, (i) in respect of the Notes Priority Liens, the ABL Liens, (ii) in respect of the Second Lien Liens, each of the Notes Priority Liens and the ABL Liens, and (iii) in respect of the Subordinated Lien Liens, each of the Second Lien Liens, the Notes Priority Liens and the ABL Liens, and (b) for the Note Priority Collateral, (i) in respect of the Second Lien Liens, the Notes Priority Liens, (ii) in respect of the ABL Lien Liens, each of the Second Lien Liens and the Notes Priority Liens, (iii) in respect of the Subordinated Lien Liens, each of the ABL Liens, the Second Lien Liens and the Notes Priority Liens.

“Senior Representative” means (a) for the ABL Priority Collateral, (i) in respect of the Notes Priority Collateral Trustee, the ABL Collateral Agent, (ii) in respect of the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties), each of the Notes Priority Collateral Trustee and the ABL Collateral Agent, and (iii) in respect of the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties), each of the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties), the Notes Priority Collateral Trustee and the ABL Collateral Agent, and (b) for the Note Priority Collateral, (i) in respect of the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties), the Notes Priority Collateral Trustee, (ii) in respect of the ABL Collateral Agent, each of the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties) and the Notes Priority Collateral Trustee and (iii) in respect of the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties), each of the ABL Collateral Agent, the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties) and the Notes Priority Collateral Trustee.

“Senior Secured Obligations” means (a) for the ABL Priority Collateral, (i) in respect of the Notes Priority Obligations, the ABL Obligations, (ii) in respect of the Second Lien Obligations, each of the Notes Priority Obligations and the ABL Obligations, and (iii) in respect of the Subordinated Lien Obligations, each of the Second Lien Obligations, the Notes Priority Obligations and the ABL Obligations, and (b) for the Note Priority Collateral, (i) in respect of the Second Lien Obligations, the Notes Priority Obligations, (ii) in respect of the ABL Obligations, each of the Second Lien Obligations and the Notes Priority Obligations and (iii) in respect of the Subordinated Lien Obligations, each of the Second Lien Obligations, the ABL Obligations and the Notes Priority Obligations.

“Senior Secured Obligations Collateral” means the Collateral in respect of which the Senior Representative (on behalf of itself and the applicable Senior Secured Obligations Secured Parties) holds a Senior Lien.

“Senior Secured Obligations Secured Parties” means (a) for the ABL Priority Collateral, (i) in respect of the Notes Priority Secured Parties, the ABL Secured Parties, (ii) in respect of the Second Lien Secured Parties, each of the Notes Priority Secured Parties and the ABL Secured Parties, and (iii) in respect of the Subordinated Lien Secured Parties, each of the Second Lien Secured Parties, the Notes Priority Secured Parties and the ABL Secured Parties, and (b) for the Note Priority Collateral, (i) in respect of the Second Lien Secured Parties, the Notes Priority Secured Parties, (ii) in respect of the ABL Secured Parties, each of the Second Lien Secured Parties and the Notes Priority Secured Parties and (iii) in respect of the Subordinated Lien Secured Parties, each of the ABL Secured Parties, the Second Lien Secured Parties and the Notes Priority Secured Parties.

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“Senior Secured Obligations Security Documents” means (a) for the ABL Priority Collateral, (i) in respect of the Notes Priority Security Documents, the ABL Security Documents, (ii) in respect of the Second Lien Security Documents, each of the Notes Priority Security Documents and the ABL Security Documents, and (iii) in respect of the Subordinated Lien Security Documents, each of the Second Lien Security Documents, the Notes Priority Security Documents and the ABL Security Documents, and (b) for the Note Priority Collateral, (i) in respect of the Second Lien Security Documents, the Notes Priority Security Documents, (ii) in respect of the ABL Security Documents, each of the Second Lien Security Documents and the Notes Priority Security Documents, (ii) in respect of the Subordinated Lien Security Documents, each of the Second Lien Security Documents, the ABL Security Documents and the Notes Priority Security Documents.

“Subordinated Lien Collateral Trustee” means, the respective creditor or trustee, agent or representative designated as such in the joinder executed by such person in the form of Exhibit A hereto.

“Subordinated Lien Debt” means, to the extent issued or outstanding, any Indebtedness of the Issuer or the Obligors designated as such by the Issuer in writing to the ABL Collateral Agent, the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee; provided that:  (a) on or before the date on which such Indebtedness is incurred, an officer’s certificate of the Issuer is delivered to the ABL Collateral Agent, the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee, designating such Indebtedness as “Subordinated Lien Debt” for the purposes of this Agreement, the ABL Documents, the Notes Priority Documents, the Second Lien Documents and the Subordinated Lien Documents, if any, and certifying that such Indebtedness may be incurred (and secured as contemplated by Section 2.01 hereof) without violating the terms of any ABL Document, Notes Priority Document, Second Lien Document or Subordinated Lien Document or causing any default thereunder; (b) such Indebtedness is evidenced or governed by an indenture, credit agreement, loan agreement, note agreement, promissory note or other agreement or instrument that includes a Lien Priority Confirmation; (c) such Indebtedness is designated as “Subordinated Lien Debt” in accordance with the requirements of this Agreement, the ABL Credit Agreement and the Notes Priority Indenture; and (d) at the time of the incurrence thereof, the applicable Subordinated Lien Debt may be incurred (and secured as contemplated by Section 2.01 hereof) without violating the terms of any ABL Document, Notes Priority Document, Second Lien Document or Subordinated Lien Document or causing any default thereunder (and the Subordinated Lien Collateral Trustee has heretofore executed and delivered an appropriate joinder in the form of Exhibit A hereto.

“Subordinated Lien Documents” means, collectively, the Subordinated Lien Debt Documents, the Subordinated Lien Security Documents and each of the agreements, documents and instruments providing for or evidencing any other Subordinated Lien Obligation, and any other document or instrument executed or delivered at any time in connection therewith, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed, extended or refinanced from time to time.

“Subordinated Lien Liens” means Liens on the Collateral created under the Subordinated Lien Security Documents to secure the Subordinated Lien Obligations.

“Subordinated Lien Obligations” means, subject to the terms and conditions in this Agreement, all obligations arising with respect to any Subordinated Lien Debt (including, without limitation, principal, premium, interest (including Post-Petition Interest at the rate provided in the relevant Subordinated Lien Document, whether or not a claim for Post-Petition Interest is allowed in an applicable Insolvency or Liquidation Proceeding), reimbursements under letters of credit, fees, indemnifications, expenses and other obligations and guarantees of the foregoing).

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“Subordinated Lien Secured Parties” means the Secured Parties (as defined in the Subordinated Lien Security Documents).

“Subordinated Lien Security Documents” means, collectively, any documents, agreements or instruments now existing or entered into after the date hereof that create (or purport to create) Liens on any assets or properties of any Grantor to secure any Subordinated Lien Obligations.

“subsidiary” means, with respect to any specified Person:  (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person (or a combination thereof), and (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a subsidiary of such Person or (ii) the only general partners of which are such Person or one or more subsidiaries of such Person (or any combination thereof).

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York (or equivalent statutes in other states).

ARTICLE II

Subordination of Junior Liens; Certain Agreements

SECTION 2.01.Subordination of Junior Liens.

(a)Notwithstanding the date, manner or order of creation, attachment, or perfection of the security interests and Liens granted to the ABL Collateral Agent, the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee, if any, and notwithstanding any provisions of the UCC, or any applicable law or decision or this Agreement, the ABL Documents, the Notes Priority Documents, the Second Lien Documents, if any, the Subordinated Lien Documents, if any, or any other agreement or instrument to the contrary, or whether and irrespective of whether any Senior Secured Obligations Secured Party holds possession of all or any part of the Collateral or of the time or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing or of any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Senior Liens, all Junior Liens in respect of any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Senior Liens in respect of such Collateral.  Notwithstanding anything to the contrary in this Agreement, the following shall be the relative priority of the security interests and Liens of the ABL Collateral Agent, the Notes Priority Collateral Trustee, the Subordinated Collateral Trustee (on behalf of the Second Lien Secured Parties) and the Subordinated Collateral Trustee (on behalf of the Subordinated Lien Secured Parties) in the Collateral:

(A)The ABL Collateral Agent (on behalf of the ABL Secured Parties) shall have a first priority Lien on the ABL Priority Collateral; the Notes Priority Collateral Trustee (on behalf of the Notes Priority Secured Parties) shall have a second priority Lien on the ABL Priority Collateral; the Subordinated Lien Collateral Trustee (on behalf of the Second Lien Secured Parties) shall have a third priority Lien on the ABL Priority Collateral; and the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties) shall have a fourth priority Lien on the ABL Priority Collateral; and

(B)The Notes Priority Collateral Trustee (on behalf of the Notes Priority Secured Parties) shall have a first priority Lien on the Note Priority Collateral; the Subordinated Lien Collateral

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Trustee (on behalf of the Second Lien Secured Parties) shall have a second priority Lien on the Note Priority Collateral; the ABL Collateral Agent (on behalf of the ABL Secured Parties) shall have a third priority Lien on the Note Priority Collateral; and the Subordinated Lien Collateral Trustee (on behalf of the Subordinated Lien Secured Parties) shall have a fourth priority Lien on the Note Priority Collateral.

(b)It is acknowledged that (i) the aggregate amount of the Senior Secured Obligations may, subject to the limitations set forth in the ABL Documents, the Notes Priority Documents, the Second Lien Documents and the Subordinated Lien Documents, be increased from time to time, (ii) all or a portion of the ABL Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (iii) the Senior Secured Obligations may, subject to the limitations set forth in the ABL Documents, the Notes Priority Documents, the Second Lien Documents and the Subordinated Lien Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the subordination of the Junior Liens hereunder or the provisions of this Agreement defining the relative rights of the ABL Secured Parties, the Notes Priority Secured Parties, the Second Lien Secured Parties and the Subordinated Lien Secured Parties.  The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Junior Secured Obligations (or any part thereof) or the Senior Secured Obligations (or any part thereof), by the release of any Collateral or of any guarantees for any Senior Secured Obligations or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral.

(c)The subordination of all Junior Liens to all Senior Liens as set forth in this Agreement is with respect to only the priority of the Liens held by or on behalf of the Senior Secured Obligations Secured Parties and shall not constitute a subordination of the Obligations owing to any Secured Party to the Obligations owing to any other Secured Party.

(d)The parties hereto agree that it is their intention that the Collateral held by each Agent is identical in all material respects to the Collateral held by each other Agent.

SECTION 2.02.New Liens.  Until the Senior Secured Obligations shall have been Paid in Full, (i) each Agent agrees, on behalf of the applicable Secured Parties, that no Agent, on behalf of the applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien on any assets of any Grantor which with respect to which such Agent has actual knowledge that such assets are not also subject to a Lien in favor of each other Agent on behalf of the applicable Secured Parties and (ii) each Grantor agrees not to grant any Lien on any of its assets in favor of any Agent, on behalf of the applicable Secured Parties, unless it has granted a Lien on such assets in favor of each other Agent, on behalf of the applicable Secured Parties (in either case, except to the extent that the assets subject to such Liens are not required to be pledged as Collateral for the respective Obligations to the extent provided in the ABL Documents, the Notes Priority Documents, the Second Lien Documents or the Subordinated Lien Documents, as the case may be).  If any Agent shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor to secure any Obligations, which assets are not also subject to a Lien in favor of each other Agent to secure the applicable Obligations, then the Agent acquiring such Lien shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Security Documents, either (x) release such Lien or (y) (1) also hold and be deemed to have held such Lien for the benefit of each other Agent and Secured Parties subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover hereunder and (2) in the case of the Junior Representative acquiring a Lien, assign such Lien to the Senior Representative to

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secure the Senior Secured Obligations (in which case the Junior Representative may retain a Junior Lien on such assets subject to the terms hereof).

SECTION 2.03.No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens.

(a)Except to the extent expressly permitted by Section 2.07, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any Enforcement Action available to it in respect of any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise, at any time when such Junior Secured Obligations Collateral shall be subject to any Senior Lien and any Senior Secured Obligations secured by such Senior Lien shall remain outstanding or any commitment to extend credit that would constitute Senior Secured Obligations secured by such Senior Lien shall remain in effect, it being agreed that only the Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any Enforcement Actions.  The Senior Representative shall provide written notice to each Junior Representative in the event that the Senior Representative takes any Enforcement Action; provided, however, that failure to give such notice shall not affect the lien subordination or other rights of the Senior Representative under this Agreement.

(b)Notwithstanding anything contained herein to the contrary, each of the Agents retains the right to:

(A)file a claim or statement of interest with respect to the ABL Obligations, the Notes Priority Obligations, the Second Lien Obligations or the Subordinated Lien Obligations, as applicable, in any case or proceeding commenced by or against any Grantor under the Bankruptcy Code or any similar bankruptcy law for the relief or protection of debtors, any other proceeding of a similar nature for the reorganization, protection, restructuring, compromise or arrangement of any of the assets and/or liabilities of any Grantor or any similar case or proceeding, as applicable,

(B)take any action (not adverse to the priority status of any of the Liens of any Senior Representative, or the rights of any Senior Representative or any Senior Secured Obligations Secured Party, to exercise any Enforcement Action in respect thereof) in order to create, perfect, preserve or protect its Liens on any of the Collateral,

(C)file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, or other pleading objecting to or otherwise seeking the disallowance of the claims of such Agent or any of the Secured Parties for whom it acts as Agent, in either case, not inconsistent with the terms of this Agreement,

(D)to the extent such holders acknowledge that such holders hold an unsecured claim, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of any Grantors arising under any case or proceeding referred to in clause (1) above, except to the extent inconsistent with the terms of this Agreement, and

(E)vote in favor of or against any plan of reorganization, compromise or arrangement, or file any proof of claim, make other filings and/or make any arguments and motions with respect to the ABL Obligations, the Notes Priority Obligations, the Second Lien Obligations or the Subordinated Lien Obligations, as applicable, that in each case, are not inconsistent with the terms of this Agreement.

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SECTION 2.04.No Duties of Senior Representative.

(a)Each Junior Secured Obligations Secured Party acknowledges and agrees that neither the Senior Representative nor any other Senior Secured Obligations Secured Party shall have any duties or other obligations to such Junior Secured Obligations Secured Party with respect to any Senior Secured Obligations Collateral, other than to transfer to the Junior Representative, to the extent permitted by applicable law, (i) any proceeds of any such Collateral that constitutes Junior Secured Obligations Collateral remaining in its possession following any Disposition of such Collateral and the Payment in Full of the Senior Secured Obligations secured thereby (in each case, unless the Junior Liens on all such Junior Secured Obligations Collateral are terminated and released prior to or concurrently with such Disposition and Payment In Full) or (ii) if the Senior Representative shall be in possession of all or any part of such Collateral after such Payment in Full, such Collateral or any part thereof remaining, in each case without representation or warranty on the part of the Senior Representative or any Senior Secured Obligations Secured Party.

(b)Prior to Payment In Full.  In furtherance of the foregoing, each Junior Secured Obligations Secured Party acknowledges and agrees that until the Senior Secured Obligations secured by any Collateral in respect of which such Junior Secured Obligations Secured Party holds a Junior Lien shall have been Paid In Full, the Senior Representative shall be entitled, for the benefit of the holders of such Senior Secured Obligations, to Dispose of or deal with such Collateral as provided herein and in the Senior Secured Obligations Security Documents without regard to any Junior Lien or any rights to which the holders of the Junior Secured Obligations would otherwise be entitled as a result of such Junior Lien.  Such permitted actions shall include the rights of an agent appointed by the Senior Representative and Senior Secured Obligations Secured Parties to Dispose of such Senior Secured Obligations Collateral upon foreclosure, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under the UCC of any applicable jurisdiction and of a secured creditor under the Bankruptcy Code or the laws of any applicable jurisdiction.  Without limiting the foregoing, each Junior Secured Obligations Secured Party agrees that neither the Senior Representative nor any other Senior Secured Obligations Secured Party shall have any duty or obligation first to marshal or realize upon any type of Senior Secured Obligations Collateral (or any other collateral securing the Senior Secured Obligations), or to Dispose of or otherwise liquidate all or any portion of such Collateral (or any other Collateral securing the Senior Secured Obligations), in any manner that would maximize the return to the Junior Secured Obligations Secured Parties, notwithstanding that the order and timing of any such Disposition or liquidation may affect the amount of proceeds actually received by the Junior Secured Obligations Secured Parties from such Disposition or liquidation.

(c)Waiver.  Each of the Junior Secured Obligations Secured Parties waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against the Senior Representative or any other Senior Secured Obligations Secured Party (or their representatives) arising out of (i) any actions which the Senior Representative or the Senior Secured Obligations Secured Parties take or omit to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Senior Secured Obligations from any account debtor, guarantor or any other party) in accordance with the Senior Secured Obligations Security Documents or any other agreement related thereto or to the collection of the Senior Secured Obligations or the valuation, use, protection or release of any security for the Senior Secured Obligations, (ii) any election by the Senior Representative or any Senior Secured Obligations Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.07, any borrowing of, or grant of a security interest or administrative expense priority under Section 363 or Section 364 of the Bankruptcy Code to, the Issuer, the Obligors or any of their subsidiaries, as debtor-in-possession.

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SECTION 2.05.Application of Proceeds; No Interference; Payment Over; Reinstatement.

(a)So long as the Senior Secured Obligations have not been Paid in Full, any Senior Secured Obligations Collateral or proceeds thereof received by the Senior Representative in connection with any Disposition of, or collection on, such Senior Secured Obligations Collateral upon the taking of any Enforcement Action (including any right of setoff and including as a result of any distribution of or in respect of any Senior Secured Obligations Collateral (whether or not expressly characterized as such) or in any Insolvency or Liquidation Proceeding) shall be applied by the Senior Representative to the Senior Secured Obligations in accordance with the Senior Documents.  Upon the Payment in Full of the Senior Secured Obligations, the Senior Representative shall deliver to the Junior Representative with the then-highest priority claim with respect to such Collateral any remaining Senior Secured Obligations Collateral and any proceeds thereof then held by it in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Junior Representative with the then-highest priority claim with respect to such Collateral to the Junior Secured Obligations in accordance with the Junior Documents.

(b)[Reserved]

(c)Until the Junior Representative has received written notice from the Senior Representative that the Senior Secured Obligations have been Paid In Full, each Junior Secured Obligations Secured Party agrees that (i) it will not take, cause to be taken, or support any other Person in taking, any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not contest, challenge or question, or support any other Person in contesting, challenging or questioning, in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken, or support any other Person in taking, any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral subject to any Junior Lien by any Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Representative acting on their behalf, (iv) it will have no right to (A) direct any Senior Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Representative or any other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute, or support any other Person in instituting, any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Representative or other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Representative nor any other Senior Secured Obligations Secured Party will be liable for, any action taken or omitted to be taken by such Senior Representative or other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and will waive any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement.

(d)The Junior Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it obtains possession of any Senior Secured Obligations Collateral or realizes

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any proceeds or payment in respect of any such Collateral, pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies, at any time when any Senior Secured Obligations secured or intended to be secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Senior Secured Obligations secured or intended to be secured by such Senior Lien remains in effect, then it will segregate and hold such Collateral, proceeds or payment in trust for the Senior Representative and the Senior Secured Obligations Secured Parties and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Senior Representative.

(e)Each Junior Secured Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded or required to be returned or repaid for any reason whatsoever (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), such Junior Secured Obligations Secured Party shall promptly pay over to the Senior Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the Senior Representative, and the provisions set forth in this Agreement shall be reinstated in full force and effect as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations.

SECTION 2.06.Automatic Release of Junior Liens.

(a)The Junior Representative and each other Junior Secured Obligations Secured Party agree to the following with respect to releases of Liens:  (1) in the event of any Disposition permitted under the Senior Documents and not expressly prohibited under the terms of the Junior Documents of any Senior Secured Obligations Collateral subject to any Junior Lien (other than in connection with (x) the exercise of remedies by the Senior Representative in respect of such Senior Secured Obligations Collateral, (y) the Payment in Full of the Senior Secured Obligations, or (z) after the occurrence and during the continuance of any Event of Default under any Senior Document or Junior Document), such Junior Lien on such Collateral shall automatically, unconditionally and simultaneously be released if the applicable Senior Liens on such Collateral are released; and (2) notwithstanding the foregoing or anything else to the contrary in this Agreement, in the event of any Disposition that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Senior Secured Obligations Collateral subject to any Junior Lien, such Junior Lien on such Collateral shall automatically, unconditionally and simultaneously be released if the applicable Senior Liens on such Collateral are released (except with respect to any proceeds of such Disposition that remain after Payment in Full of the Senior Secured Obligations).

(b)The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section.

SECTION 2.07.Certain Agreements With Respect to Bankruptcy or Insolvency or Liquidation Proceedings.  This Agreement shall constitute a subordination agreement for the purposes of Section 510(a) of the Bankruptcy Code and shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor.  All references in this Agreement to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency or Liquidation Proceeding.

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(a)If any Grantor becomes subject to a case under the Bankruptcy Code and, as debtor(s)-in-possession, moves for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each Junior Secured Obligations Secured Party agrees that it will raise no objection to any such financing or to the Liens on the Senior Secured Obligations Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Senior Secured Obligations Collateral, unless the Senior Secured Obligations Secured Parties, or a representative authorized by the Senior Secured Obligations Secured Parties, oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the Senior Liens, the Junior Representative will, on behalf of the Junior Secured Obligations Secured Parties, subordinate the Junior Liens on the Senior Secured Obligations Collateral to the Senior Liens and the DIP Financing Liens), so long as the Junior Secured Obligations Secured Parties retain Liens on all the Junior Secured Obligations Collateral to the extent permitted by applicable law, including proceeds thereof arising after the commencement of such proceeding, with the same priority as existed prior to the commencement of the case under the Bankruptcy Code.  For the avoidance of doubt, any DIP Financing Liens on any ABL Priority Collateral shall not apply automatically to any Note Priority Collateral, and any DIP Financing Liens on any Note Priority Collateral shall not apply automatically to any ABL Priority Collateral.

(b)Except as otherwise set forth in Section 2.03(b)(D) hereof, each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a Disposition of any Senior Secured Obligations Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties shall have consented to such Disposition of such Senior Secured Obligations Collateral, so long as the Liens held by the Junior Representative on such Collateral attach to the proceeds thereof subject to the relative priorities set forth in this Agreement.

(c)Each Junior Representative, on behalf of itself and the Secured Parties for whom it acts as agent, may seek adequate protection of its interest in its respective Senior Secured Obligations Collateral in the form of replacement or additional Liens on post-petition collateral of the same type as the Senior Secured Obligations Collateral so long as the Senior Secured Obligations Secured Parties have been granted such replacement or additional Liens on such Senior Secured Obligations Collateral, and agrees that it shall not contest or support any other Person contesting any request for such Liens.  Each Agent, on behalf of itself and the Secured Parties for whom it acts as agent, may seek adequate protection of its junior interest in the Senior Secured Obligations Collateral, subject to the provisions of this Agreement; provided, that if (A) the Senior Representative is granted adequate protection in the form of a replacement or additional Lien on post-petition collateral of the same type as the Senior Secured Obligations Collateral, and (B) such adequate protection requested by the Junior Representative is in the form of a replacement or additional Lien on such post-petition collateral of the same type as the Senior Secured Obligations Collateral, such Lien, if granted, will be subordinated to the adequate protection Liens granted in favor of the Senior Representative on such post-petition collateral, and, if applicable, the Liens securing any DIP Financing (and all obligations relating thereto) secured by such Senior Secured Obligations Collateral and provided by the Senior Representative or one or more Senior Secured Obligations Secured Parties on the same basis as the Liens of the Junior Representative on such Senior Secured Obligations Collateral are subordinated to the Liens of the Senior Representative on such Senior Secured Obligations Collateral under this Agreement.  In the event that a Junior Representative, on behalf of itself and the Secured Parties for whom it acts as agent, seeks or requests (or is otherwise granted) adequate protection of its junior interest in the Collateral in the form of a replacement or additional Lien on post-petition assets of the same type as such Collateral, then such Junior Representative, on behalf of itself and the Secured Parties for whom it acts as Agent, agrees that the Senior Representative for such type of Collateral shall also be granted a replacement or additional Lien on such post-petition assets as adequate

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protection of its senior interest in such type of Collateral and that the Junior Representative’s replacement or additional Lien shall be subordinated to the replacement or additional Lien of the Senior Representative.  If any Agent or Secured Party receives as adequate protection a Lien on post-petition assets of the same type as its pre-petition Senior Secured Obligations Collateral, then such post-petition assets shall also constitute Senior Secured Obligations Collateral of such Person to the extent of any allowed claim secured by such adequate protection Lien and shall be subject to the terms of this Agreement.  In addition, if the Senior Representative is granted adequate protection in the form of a super-priority claim, then each Junior Representative may also seek adequate protection in the form of a super-priority claim, which super-priority claim of the Junior Representative, if obtained, shall be subordinate to the super-priority claims of the Senior Representative on the same basis as the other claims of the Junior Secured Obligations Secured Parties are subordinate to the claims of the Senior Secured Obligations Secured Parties under this Agreement; provided that the Junior Representative and the Junior Secured Obligations Secured Parties agree that (a) they shall not accept such adequate protection unless the Senior Representative shall also be granted adequate protection in the form of a super-priority claim, which super-priority claim, if obtained by the Junior Secured Obligations Secured Parties, shall be subordinate to the super-priority claim of the Senior Secured Obligations Secured Parties; and (b) if any of the Junior Secured Obligations Secured Parties are granted adequate protection in the form of a super-priority claim, then the Junior Representative agrees that the Senior Representative shall also be granted adequate protection in the form of a super-priority claim, which super-priority claim shall be senior to the super-priority claim of the Junior Secured Obligations Secured Parties.

(d)Each Agent, on behalf of itself and the Secured Parties for whom it acts as Agent, agrees that none of them shall (i) seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of any Collateral which does not constitute its Senior Secured Obligations Collateral, without the prior written consent of the Senior Representative, or (ii) oppose any request by the Senior Representative or any Senior Secured Obligations Secured Party to seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of their respective Senior Secured Obligations Collateral.

SECTION 2.08.[Reserved].

SECTION 2.09.Entry Upon Premises.

(a)Rights to Enter Upon Premises.  If (i) the Senior Representative in respect of the ABL Priority Collateral takes any Enforcement Action with respect to the ABL Priority Collateral, (ii) the Senior Representative in respect of the Note Priority Collateral acquires an ownership or possessory interest in any of the Note Priority Collateral pursuant to the exercise of its rights under the applicable Security Documents or under applicable law or (iii) the Senior Representative in respect of the Note Priority Collateral shall, through the exercise of remedies under the applicable Security Documents or otherwise, sell any of the Note Priority Collateral to any third party (a “Third Party Purchaser”) as permitted by the terms of this Agreement, then, subject to the rights of any landlords under real estate leases and to the limitations and restrictions with respect to use of and entry upon the premises as set forth in the applicable Collateral Access Agreements, the Senior Secured Obligations Secured Parties in respect of the Note Priority Collateral shall or, in the case of clause (iii) shall require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser shall: (x) cooperate with the Senior Representative in respect of the ABL Priority Collateral (and its employees, agents, advisors and representatives) in its efforts to enforce its security interest in the ABL Priority Collateral and to finish any work-in-process and assemble the ABL Priority Collateral, (y) not hinder or restrict in any respect the Senior Representative in respect of the ABL Priority Collateral from enforcing its security interest in the ABL Priority Collateral or from finishing any work-in-process or assembling the ABL Priority Collateral, and (z) permit the Senior Representative in respect of the ABL Priority Collateral, its employees, agents, advisors and representatives,

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at the sole cost and expense of the Grantors (or, failing payment thereof by the Grantors, of the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral) to enter upon and use the Note Priority Collateral (including (A) equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and (B) intellectual property), in each case of preceding clauses (x), (y) and (z)  for a period not to exceed 180 days after the earlier to occur of (i) the date the Senior Representative in respect of the ABL Priority Collateral receives written notice from the Senior Representative in respect of the Note Priority Collateral that (I) it has acquired an ownership or possessory interest in any of the Note Priority Collateral pursuant to the exercise of its rights under the Senior Secured Obligations Security Documents in respect of the Note Priority Collateral or under applicable law or (II) it shall have, through the exercise of remedies under the Senior Secured Obligations Security Documents in respect of the Note Priority Collateral or otherwise, sold any of the Note Priority Collateral to a Third Party Purchaser as permitted by the terms of this Agreement, and (ii) the date the Senior Representative in respect of the ABL Priority Collateral first enforces its security interests in the ABL Priority Collateral located on the premises included in the Note Priority Collateral (such period, the “Disposition Period”) for the purposes of:

(1)inspecting, removing or enforcing the Senior Representative in respect of the ABL Priority Collateral’s rights in the ABL Priority Collateral,

(2)assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods of any ABL Priority Collateral consisting of work-in-process or raw materials,

(3)selling any or all of the ABL Priority Collateral located on such Note Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise,

(4)removing any or all of the ABL Priority Collateral located on such Note Priority Collateral,

(5)to use any of the Collateral under the control or possession of the Senior Representative (or sold to a Third Party Purchaser) in respect of the Note Priority Collateral consisting of computers or other data processing equipment related to the storage or processing of records, documents or files pertaining to the ABL Priority Collateral and use any Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of other equipment to handle or Dispose of any ABL Priority Collateral, or

(6)taking reasonable actions to protect, secure, and otherwise enforce the rights of the Senior Representative in respect of the ABL Priority Collateral and the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral in and to the ABL Priority Collateral;

; provided, however, that nothing contained in this Agreement will restrict the rights of the Senior Representative in respect of the Note Priority Collateral from selling, assigning or otherwise transferring any Note Priority Collateral prior to the expiration of the Disposition Period if the purchaser, assignee or transferee thereof agrees to be bound by the applicable provisions of this Agreement.  If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction or is in effect due to an Insolvency or Liquidation Proceeding, the Disposition Period shall be tolled during the pendency of any such stay or other order.  If the Senior Representative in respect of the ABL Priority Collateral conducts a public auction or private sale of the ABL Priority Collateral at any of the real property included within the Note Priority Collateral, such Senior

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Representative in respect of the ABL Priority Collateral shall provide the Senior Representative in respect of the Note Priority Collateral with reasonable notice and use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt such Senior Representative in respect of the Note Priority Collateral’s use of such real property.

(b)License.  The Senior Representative in respect of the Note Priority Collateral, on behalf of the Senior Secured Obligations Secured Parties in respect of the Note Priority Collateral, irrevocably grants (or shall require as a condition of a sale to a Third Party Purchaser that the Third Party Purchaser grant) the Senior Representative in respect of the ABL Priority Collateral a non-exclusive worldwide license to or right to use, to the extent permitted by law and any applicable contractual obligations binding on the Note Priority Collateral, and solely to the extent the Senior Representative in respect of the Note Priority Collateral (or the Third Party Purchaser, as applicable) has an ownership interest therein or other assignable right of use thereto, exercisable without payment of royalty or other compensation, any of the intellectual property now or hereafter owned by, licensed to, or otherwise used by any of the Grantors or their subsidiaries in order for the Senior Representative in respect of the ABL Priority Collateral and the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise Dispose of any inventory included in the ABL Priority Collateral in connection with the liquidation, disposition, foreclosure or realization upon the inventory included in the ABL Priority Collateral in accordance with the terms of the Senior Secured Obligations Security Documents in respect of the ABL Priority Collateral. The Senior Representative in respect of the Note Priority Collateral (or the Third Party Purchaser, as applicable) will agree that any of the intellectual property constituting Note Priority Collateral that is sold, transferred or otherwise Disposed of (whether pursuant to enforcement action or otherwise) will be subject to rights of the Senior Representative in respect of the ABL Priority Collateral as described above.

(c)Expenses and Repair.  During the period of actual occupation, use or control by the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral or their agents or representatives of any Note Priority Collateral, such Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral will (i) be responsible for the ordinary course third-party expenses related thereto, including costs with respect to heat, light, electricity, water and real property taxes with respect to that portion of any premises so used or occupied, in each case to the extent not paid for by the Grantors or any of their subsidiaries, and (ii) be obligated to repair at their expense any physical damage to such Note Priority Collateral or other assets or property resulting from such occupancy, use or control, and to leave such Note Priority Collateral or other assets or property in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted, in each case to the extent not paid for by the Grantors or any of their subsidiaries.

(d)Indemnification.  The Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral shall agree to pay, indemnify and hold the Senior Representative in respect of the Note Priority Collateral and the Senior Secured Obligations Secured Parties in respect of the Note Priority Collateral harmless from and against any third-party liability resulting from the gross negligence or willful misconduct of the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral or any of their agents, representatives or invitees (as determined by a court of competent jurisdiction in a final and non-appealable decision) in its or their operation of such facilities, in each case to the extent not paid for by the Grantors or any of their subsidiaries.  Notwithstanding the foregoing, in no event shall the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral have any liability to the Senior Representative in respect of the Note Priority Collateral or the Senior Secured Obligations Secured Parties in respect of the Note Priority Collateral pursuant to this Agreement as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Note Priority Collateral existing prior to the date of the exercise by the Senior Representative in respect of

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the ABL Priority Collateral or the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral of their rights under this Agreement and the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral will not have any duty or liability to maintain the Note Priority Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by them, or for any damage to or diminution in the value of the Note Priority Collateral that results solely from removal of any ABL Priority Collateral from the premises or the ordinary wear and tear resulting from the use of the Note Priority Collateral by such persons in the manner and for the time periods specified under this Agreement.

SECTION 2.10.Insurance.  Unless and until written notice by the Senior Representative in respect of the ABL Priority Collateral to each Junior Representative in respect of the ABL Priority Collateral and the Senior Representative in respect of the Note Priority Collateral that the Senior Secured Obligations in respect of the ABL Priority Collateral have been Paid In Full, as between the Senior Representative in respect of the ABL Priority Collateral, on the one hand, and each Junior Representative in respect of the ABL Priority Collateral and the Senior Representative in respect of the Note Priority Collateral, on the other hand, only the Senior Representative in respect of the ABL Priority Collateral will have the right (subject to the rights of the Grantors under the Security Documents) to adjust or settle any insurance policy or claim covering or constituting ABL Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the ABL Priority Collateral.  Unless and until written notice by the Senior Representative in respect of the Note Priority Collateral to each Junior Representative in respect of the Note Priority Collateral and the Senior Representative in respect of the ABL Priority Collateral that the Senior Secured Obligations in respect of the Note Priority Collateral have been Paid In Full, as between each Junior Representative in respect of the Note Priority Collateral and the Senior Representative in respect of the ABL Priority Collateral, on the one hand, and the Senior Representative in respect of the Note Priority Collateral, on the other hand, only the Senior Representative in respect of the Note Priority Collateral will have the right (subject to the rights of the Grantors under the Security Documents) to adjust or settle any insurance policy covering or constituting Note Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding solely affecting the Note Priority Collateral.  To the extent that an insured loss covers or constitutes both ABL Priority Collateral and Note Priority Collateral, then the Senior Representative in respect of the ABL Priority Collateral and the Senior Representative in respect of the Note Priority Collateral will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the Security Documents) under the relevant insurance policy.

SECTION 2.11.Refinancings.  The Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Document, Notes Priority Document, Second Lien Document or Subordinated Lien Document) of any Secured Party, all without affecting the Lien priorities provided for herein; provided, however, that (i) the holders of any such refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the Senior Representative in respect of the ABL Priority Collateral or the Senior Representative in respect of the Note Priority Collateral, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Senior Representative in respect of the ABL Priority Collateral or the Senior Representative in respect of the Note Priority Collateral, as the case may be and (ii) such Obligations constitute ABL Debt, Notes Priority Debt, Second Lien Debt or Subordinated Lien Debt in accordance with the applicable definition thereof.  In connection with any refinancing or replacement contemplated by this Section 2.11, this Agreement may be amended at the written request and sole expense of the Issuer (subject to the immediately preceding sentence), and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor)

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providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Note Priority Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Note Priority Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any ABL Priority Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any ABL Priority Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement.

SECTION 2.12.Rights of Grantors.  Subject to the terms of the Security Documents, the Grantors will have the right to remain in possession and retain exclusive control of the Collateral securing the Obligations (other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and deposited with any Agent in accordance with the provisions of the Security Documents and other than as set forth in the Security Documents), to freely operate the Collateral and to collect, invest and Dispose of any income therefrom.

SECTION 2.13.Amendments to Documents.  In the event that the Senior Secured Obligations Secured Parties or the Senior Representative enters into any amendment, waiver or consent in respect of any of the Senior Secured Obligations Security Documents for the purpose of making additions to the Senior Secured Obligations Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the comparable Junior Secured Obligations Security Document as it relates to the Junior Secured Obligations Collateral without the consent of the Junior Representative or any Junior Secured Obligations Secured Party and without any action by the Junior Representative, the Issuer or any other Grantor; provided, however, that written notice of such amendment, waiver or consent shall have been given to the Junior Representative.

SECTION 2.14.Set-Off and Tracing of and Priorities in Proceeds.  Each Agent, on behalf of the applicable Secured Parties, acknowledges and agrees that, to the extent such Agent or any Secured Party for which it is acting as Agent exercises its rights of set-off against any Collateral pursuant to an Enforcement Action, the amount of such set-off shall be held and distributed pursuant to Section 2.05.  Each Agent, for itself and on behalf of the applicable Secured Parties, further agrees that, notwithstanding anything herein to the contrary, prior to the issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds of Collateral, whether or not deposited under account control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Secured Parties) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.  In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral.  In addition, unless and until the Payment in Full of ABL Obligations occurs, each Junior Representative in respect of the ABL Priority Collateral hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, of cash or other proceeds of Collateral, deposited under account control agreements to the repayment of ABL Obligations pursuant to the ABL Documents.

SECTION 2.15.Legends.  Upon the effectiveness of this Agreement, each Security Document shall (and, to the extent already in existence, shall be amended to) include a legend describing this Agreement and any other applicable intercreditor and/or subordination agreement.

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ARTICLE III
Gratuitous Bailment for Perfection of Certain Security Interests; Rights
Under Permits and Licenses

SECTION 3.01.General.  The Senior Representative agrees that if it shall at any time hold a Senior Lien on any Junior Secured Obligations Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Senior Representative, the Senior Representative will serve as gratuitous bailee for the Junior Representative for the sole purpose of perfecting the Junior Lien of the Junior Representative on such Collateral.  It is agreed that the obligations of the Senior Representative and the rights of the Junior Representative and the other Junior Secured Obligations Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article II.  Notwithstanding anything to the contrary herein, the Senior Representative will be deemed to make no representation as to the adequacy of the steps taken by it to perfect the Junior Lien on any such Collateral and shall have no responsibility, duty, obligation or liability to the Junior Representative or other Junior Secured Obligations Secured Party or any other person for such perfection or failure to perfect, it being understood that the sole purpose of this Article III is to enable the Junior Secured Obligations Secured Parties to obtain a perfected Junior Lien on such Collateral to the extent, if any, that such perfection results from the possession or control of such Collateral or any such account by the Senior Representative.  Subject to Section 2.05(e), at such time as the Senior Secured Obligations secured by the Senior Lien of the Senior Representative shall have been Paid in Full, the Senior Representative shall take all such actions in its power as shall reasonably be requested by the Junior Representative with the highest priority claim with respect to the applicable Collateral (at the sole cost and expense of the Grantors) to transfer possession or control of such Collateral or any such account (in each case to the extent the Junior Representative has a Lien on such Collateral or account after giving effect to any prior or concurrent releases of Liens) to the Junior Representative.

SECTION 3.02.Deposit Accounts.  The Grantors, to the extent required by the ABL Documents, the Notes Priority Documents, the Second Lien Documents or the Subordinated Lien Documents, may from time to time have deposit accounts (the “Deposit Accounts”) with certain depositary banks in which collections from Inventory and Accounts (each, as defined in the UCC) may be deposited.  To the extent that any such Deposit Account is under the control of any Agent at any time, such Agent will act as gratuitous bailee and agent for the other Agents and Secured Parties for the purpose of perfecting the Liens of the applicable Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to such other Agents or Secured Parties (including any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence of this Section 3.02).  Unless the Junior Liens on such ABL Priority Collateral shall have been or concurrently are released, after the Obligations for which the Senior Representative in respect of the ABL Priority Collateral serves as agent have been Paid in Full, such Senior Representative in respect of the ABL Priority Collateral shall (a) to the extent that the same are then under the sole dominion and control of such Representative and that such action is otherwise within the power and authority of such Representative pursuant to the applicable Documents, at the written request of any Junior Representative in respect of the ABL Priority Collateral, transfer control over all cash and other assets in any such Deposit Account maintained with such Senior Representative in respect of the ABL Priority Collateral to the Junior Representative in respect of the ABL Priority Collateral with the then-highest priority claim to the ABL Priority Collateral (and each Grantor hereby authorizes and consents to any such transfer) and (b) at the written request of such Junior Representative in respect of the ABL Priority Collateral with the then-highest priority claim, cooperate with the Issuer and such Junior Representative in respect of the ABL Priority Collateral with the then-highest priority claim (at the expense of the Issuer) in permitting control of any other Deposit Accounts to be transferred to such Junior Representative in respect of the

26

ABL Priority Collateral with the then-highest priority claim (or for other arrangements with respect to each such Deposit Accounts satisfactory to such Junior Representative in respect of the ABL Priority Collateral with the then-highest priority claim to be made).  In furtherance of the foregoing, each Agent (the “Appointing Agent”) hereby appoints each other Agent as its agent solely for perfection of such Appointing Agent’s Lien on each Deposit Account that is under the control of such other Agent, and each such other Agent accepts such appointment.

SECTION 3.03.Rights under Permits and Licenses.  In addition to the license granted under Section 2.09(b), the Senior Representative in respect of the Note Priority Collateral agrees that if the Senior Representative in respect of the ABL Priority Collateral shall require rights available under any permit or license controlled by the Senior Representative in respect of the Note Priority Collateral (as certified to the Senior Representative in respect of the Note Priority Collateral by the Senior Representative in respect of the ABL Priority Collateral, upon which the Senior Representative in respect of the Note Priority Collateral may rely) in order to realize on any ABL Priority Collateral, the Senior Representative in respect of the Note Priority Collateral shall (subject to the terms of ABL Documents, the Notes Priority Documents, the Second Lien Documents and the Subordinated Lien Documents, including the Senior Representative in respect of the Note Priority Collateral’s rights to indemnification thereunder) take all such actions as shall be available to it (at the sole expense of the Grantors), consistent with applicable law and contractual obligations and reasonably requested by the Senior Representative in respect of the ABL Priority Collateral in writing, to make such rights available to the Senior Representative in respect of the ABL Priority Collateral, subject to the Senior Liens in respect of the Note Priority Collateral.  The Senior Representative in respect of the ABL Priority Collateral agrees that if the Senior Representative in respect of the Note Priority Collateral shall require rights available under any permit or license controlled by the Senior Representative in respect of the ABL Priority Collateral (as certified to the Senior Representative in respect of the ABL Priority Collateral by the Senior Representative in respect of the Note Priority Collateral, upon which the Senior Representative in respect of the ABL Priority Collateral may rely) in order to realize on any Note Priority Collateral, the Senior Representative in respect of the ABL Priority Collateral shall (subject to the terms of ABL Documents, the Notes Priority Documents, the Second Lien Documents and the Subordinated Lien Documents, including the Senior Representative in respect of the ABL Priority Collateral’s rights to indemnification thereunder) take all such actions as shall be available to it (at the sole expense of the Grantors), consistent with applicable law and contractual obligations and reasonably requested by the Senior Representative in respect of the Note Priority Collateral in writing, to make such rights available to the Senior Representative in respect of the Note Priority Collateral, subject to the Senior Liens in respect of the ABL Priority Collateral.

ARTICLE IV

Existence and Amount of Liens and Obligations

Whenever a Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Representative shall fail or refuse to reasonably promptly provide the requested information, the requesting Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by conclusive reliance upon an officer’s certificate of the Issuer.  Each Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance

27

with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any Secured Party or any other Person as a result of such determination.

ARTICLE V

Consent of Grantors

Each Grantor hereby consents to the provisions of this Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of the Grantors under the Security Documents will in no way be diminished or otherwise affected by such provisions or arrangements (except as expressly provided herein).

ARTICLE VI

Representations and Warranties

SECTION 6.01.Representations and Warranties of Each Party.  Each party hereto represents and warrants to the other parties hereto as follows:

(a)Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.

(b)This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms.

(c)The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any governmental authority of which the failure to obtain could reasonably be expected to have a material adverse effect on the ability of such party to perform its obligations under this Agreement, (ii) will not violate any applicable law or regulation or any order of any governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a material adverse effect on the ability of such party to perform its obligations under this Agreement and (iii) will not violate the charter, by-laws or other organizational documents of such party.

SECTION 6.02.Representations and Warranties of Each Representative.  Each Representative represents and warrants to the other parties hereto that it is authorized under the ABL Documents, the Notes Priority Documents, the Second Lien Documents or the Subordinated Lien Documents, as applicable, to enter into this Agreement.

ARTICLE VII

Miscellaneous

SECTION 7.01.Notices.  All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

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(a)if to the ABL Collateral Agent, to it at Regions Bank, 191 Peachtree Street, N.E., Suite 3800, Atlanta, Georgia 30303, Attention: Euramax Loan Administration Officer;

(b)if to the Notes Priority Collateral Trustee, to it at Wells Fargo Bank, National Association, 7000 Central Parkway NE Suite 550, Atlanta, Georgia 30328, Attn:  Corporate Trust Services — Administrator Euramax International, Inc., Fax: 770-551-5118;

(c)if to the Subordinated Lien Collateral Trustee, as set forth in the applicable joinder; and

(d)if to any Grantor, to it at Euramax International, Inc., 5445 Triangle Parkway, Suite 350 Norcross, GA 30092, Attention:  R. Scott Vansant, Fax:  770-263-8031.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (and for this purpose a notice to the Issuer shall be deemed to be a notice to each Grantor).  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 4.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 4.01.  As agreed to in writing among the Grantors, the ABL Collateral Agent, the Notes Priority Collateral Trustee and the Subordinated Lien Collateral Trustee from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person.

SECTION 7.02.Waivers; Amendment.  (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power; preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b)Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each Representative and, to the extent adverse to any Grantor, the Grantors; provided, however, that this Agreement may be amended from time to time (x) as provided in Section 2.11 and (y) at the sole request and expense of the Issuer, and without the consent of any Representative, (i) to add other parties (or any authorized agent thereof or trustee therefor) holding other ABL Debt, Notes Priority Debt, Second Lien Debt or Subordinated Lien Debt that are incurred after the date of this Agreement in compliance with the ABL Documents, the Notes Priority Documents, the Second Lien Documents, the Subordinated Lien Documents and this Agreement and (ii) to establish the Lien priorities on the Collateral securing such other Obligations.  Any such additional party and each party hereto shall be entitled to rely upon a certificate delivered by an officer of the Issuer certifying that such other Obligations were issued or borrowed in compliance with the ABL Documents, the Notes Priority Documents, the Second Lien Documents and the Subordinated Lien Documents.  Any amendment of this Agreement that is proposed to be effected without the consent of a Representative as permitted by the proviso in this Section 4.02(b) shall be

29

submitted to such Representative for its review at least 5 Business Days prior to the proposed effectiveness of such amendment.

SECTION 7.03.Parties in Interest.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns as well as the applicable Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.

SECTION 7.04.Survival of Agreement.  All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

SECTION 7.05.Counterparts.  This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page to this Agreement by facsimile transmission (or other electronic means) shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 7.06.Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.07.Governing Law; Jurisdiction; Consent to Service of Process.  (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(a)Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto 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.

(b)Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.01.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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SECTION 7.08.WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 7.09.Headings.  Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 7.10.Conflicts.  In the event of any conflict or inconsistency between the terms of this Agreement, the Collateral Trust and Intercreditor Agreement, the ABL Documents, the Notes Priority Documents, the Second Lien Documents and the Subordinated Lien Documents, on the one hand, and this Agreement, on the other hand, the terms of this Agreement shall control.

SECTION 7.11.Provisions Solely to Define Relative Rights.  The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the Secured Parties.  None of the Issuer, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 2.05, 2.06, 2.10, 2.11, 2.12, 2.13 or Article VII to the extent expressly provided therein) is intended to or will amend, waive or otherwise modify the provisions of any ABL Document, Notes Priority Document, Second Lien Document or Subordinated Lien Document), and neither the Issuer nor any other Grantor may rely on the terms hereof (other than Sections 2.05, 2.06, 2.10, 2.11, 2.12, 2.13, Article VI and Article VII).  Nothing in this Agreement is intended to or shall impair the obligations of the Issuer or any other Grantor, which are absolute and unconditional, to pay the Obligations under the ABL Documents, Notes Priority Documents, Second Lien Documents and Subordinated Lien Documents as and when the same shall become due and payable in accordance with their terms.  Notwithstanding anything to the contrary herein, in any ABL Document, Notes Priority Document, Second Lien Document or Subordinated Lien Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement or any applicable document with respect to any ABL Priority Collateral in any manner that would cause a default under any applicable document, or (b) pursuant to this Agreement or any applicable document with respect to any Note Priority Collateral in any manner that would cause a default under any applicable document.

SECTION 7.12.Certain Terms Concerning Notes Priority Collateral Trustee.  The Notes Priority Collateral Trustee is executing and delivering this Agreement solely in its capacity as such and pursuant to direction set forth in the applicable Notes Priority Documents; and in so doing, the Notes Priority Collateral Trustee shall not be responsible for the terms or sufficiency of this Agreement for any purpose.  The Notes Priority Collateral Trustee shall not have any duties or obligations under or pursuant to this Agreement other than such duties as may be expressly set forth in this Agreement as duties on its part to be performed or observed.  In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, the Notes Priority Collateral Trustee shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Notes Priority Documents.

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SECTION 7.13.Certain Terms Concerning Subordinated Lien Collateral Trustee.  The Subordinated Lien Collateral Trustee is executing and delivering this Agreement solely in its capacity as such and pursuant to direction set forth in the applicable Second Lien Documents and the Subordinated Lien Documents; and in so doing, the Subordinated Lien Collateral Trustee shall not be responsible for the terms or sufficiency of this Agreement for any purpose.  The Subordinated Lien Collateral Trustee shall not have any duties or obligations under or pursuant to this Agreement other than such duties as may be expressly set forth in this Agreement as duties on its part to be performed or observed.  In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, the Subordinated Lien Collateral Trustee shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Second Lien Documents and the Subordinated Lien Documents.

SECTION 7.14.Certain Terms Concerning ABL Collateral Agent.  The ABL Collateral Agent is executing and delivering this Agreement solely in its capacity as such and pursuant to direction set forth in the applicable ABL Documents; and in so doing, the ABL Collateral Agent shall not be responsible for the terms or sufficiency of this Agreement for any purpose.  The ABL Collateral Agent shall not have any duties or obligations under or pursuant to this Agreement other than such duties as may be expressly set forth in this Agreement as duties on its part to be performed or observed.  In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, the ABL Collateral Agent shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the ABL Documents.

SECTION 7.15.Additional Subsidiaries.  Any subsidiary of any Grantor that is required to become a party hereto pursuant to any ABL Document, Notes Priority Document, Second Lien Document and/or Subordinated Lien Document shall enter into this Agreement as a Grantor upon becoming such a subsidiary.  Upon execution and delivery by each Agent and such subsidiary of a joinder agreement substantially in the form of Exhibit A, such subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein.  The execution and delivery of any such instruments shall not require the consent of any other Grantor or any other Secured Party.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

[Signatures continue on following page.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

REGIONS BANK, as ABL Collateral Agent,
By:	/s/ Linda Harris
	Name:	Linda Harris
	Title:	Senior Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Priority Collateral Trustee,
By:	/s/ Stefan Victory
	Name:	Stefan Victory
	Title:	Vice President

EURAMAX INTERNATIONAL, INC.
EURAMAX HOLDINGS, INC.
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
AMERIMAX UK, INC.
BERGER BUILDING PRODUCTS, INC.
BERGER HOLDINGS, LTD.
FABRAL HOLDINGS, INC.
FABRAL, INC.
AMP COMMERCIAL, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Chief Financial Officer
AMERIMAX FINANCE COMPANY, INC.
By:	/s/ Mitchell B. Lewis
	Name:	Mitchell B. Lewis
	Title:	Chief Executive Officer

EX-10.8

Exhibit 10.8

EXECUTION VERSION

STOCKHOLDERS AGREEMENT

dated as of

June 29, 2009

among

EURAMAX HOLDINGS, INC.
and
THE HOLDERS OF COMMON STOCK
LISTED ON SCHEDULE I

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS
Section 1.01	Definitions	1
Section 1.02	Other Definitional and Interpretative Provisions	6
ARTICLE 2
RESTRICTIONS ON TRANSFER
Section 2.01	General Restrictions On Transfer	6
Section 2.02	Future Stockholders	6
Section 2.03	Permitted Transfers	7
Section 2.04	No Transfers to a Competitor	7
Section 2.05	Legends	8
ARTICLE 3
TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS
Section 3.01	Tag-Along Rights	9
Section 3.02	Drag-along Rights	11
Section 3.03	Additional Conditions to Tag-Along Sales and Drag-Along Sales	13
ARTICLE 4
CERTAIN COVENANTS AND AGREEMENTS; PREEMPTIVE RIGHTS
Section 4.01	Confidentiality	14
Section 4.02	Reports	15
Section 4.03	Provision of Information to Prospective Transferee of Common Shares	16
Section 4.04	Charter or Bylaw Provisions	16
Section 4.05	Conflicting Agreements	16
Section 4.06	Preemptive Rights	16
ARTICLE 5
BOARD MEMBERSHIP; VOTING
Section 5.01	Board Membership; Voting	18
ARTICLE 6
MISCELLANEOUS
Section 6.01	Termination	21
Section 6.02	Binding Effect; Assignability; Benefit	21
Section 6.03	Notices	21

TABLE OF CONTENTS

(continued)

		Page
Section 6.04	Waiver; Amendment	22
Section 6.05	Fees and Expenses	22
Section 6.06	Governing Law	23
Section 6.07	Jurisdiction	23
Section 6.08	WAIVER OF JURY TRIAL	23
Section 6.09	Specific Enforcement	23
Section 6.10	Effectiveness	23
Section 6.11	Entire Agreement	23
Section 6.12	Severability	23

ii

STOCKHOLDERS AGREEMENT

AGREEMENT dated as of June 29, 2009 (the “Effective Date”) among Euramax Holdings, Inc., a Delaware corporation (the “Company”), and the holders of Common Stock listed on Schedule I hereto and any other Person that duly acquires any Common Stock from any such holders or the Company, pursuant to the Management Compensation Plan, directly or indirectly, and executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit D at any time after the date hereof (collectively, the “Stockholders”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution hereof, the Stockholders have, pursuant to that certain Purchase Agreement, dated as of the date hereof, among the Stockholders and Euramax International, Inc., a Delaware corporation (the “Borrower”), exchanged all of their Obligations under and as defined in that certain Second Lien Credit and Guaranty Agreement, dated as of June 29, 2005, (as heretofore in effect, the “Second Lien Credit Agreement”), for 100% of the stock of the Company (exclusive of Common Stock reserved to management of the Company pursuant to the Management Compensation Plan).

WHEREAS, each Stockholder is on the date hereof the holder of the number of shares of Common Stock as is set forth on Schedule I attached hereto.

WHEREAS, the Stockholders desire to set forth their agreement as to certain matters relating to the Company and their respective holdings of the Common Stock of the Company.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01Definitions.  The following terms, as used herein, have the following meanings:

“Acting in Concert” means acting pursuant to an agreement, arrangement or understanding, in each case whether formal or informal, for the purpose of acquiring, holding, voting or disposing of Common Stock.

“Affiliate” (i) shall have the meaning ascribed to the term “Affiliated person” in Section 2(a)(3) of the Investment Company Act of 1940, as amended, and shall include any fund or account sharing a common Investment Adviser or (ii) with respect to an individual, any Family Member of such individual; provided, however, that, for purposes hereof, neither the Company nor any Person controlled by the Company shall be deemed to be an Affiliate of any Stockholder.  The term “Affiliated” shall have the correlative meaning.

“Beneficial Owner” shall be determined pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, and “Beneficial Ownership” shall mean any of the rights of a Beneficial Owner.

“Board” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise.

“Common Shares” means shares of Common Stock.

“Common Stock” means the Class A voting Common Stock, par value $1.00 per share, of the Company and any stock into which such Common Stock may hereafter be converted or changed (including by way of recapitalization, merger, consolidation, other reorganization or otherwise).

“Competitor” means, at the time a Transfer is contemplated, other than the Company or any of its Subsidiaries (i) any producer or distributor of aluminum, steel, vinyl, cooper, fiberglass and similar materials for original equipment manufacturers, distributors, contractors or home centers, which producer or distributor serves customers in (w) any state in which the Company or any of its Affiliates then serves customers, (x) any state that is contiguous to any state referred to in clause (w), (y) Canada, or (z) Western Europe; or (ii) any Person if the primary business of such Person or of such Person and its Affiliates is the production of such materials.

“Competitor Affiliate” means, with respect to any Competitor, any other Person directly or indirectly controlling, controlled by or under common control with such Competitor other than:

2

(i)any such Person which constitutes a commercial bank, savings and loan association, savings bank, insurance company, lease financing company, commercial finance company or mutual fund (or any Subsidiary of any such entity to which troubled credits are transferred) if (x) such Person controls such Competitor, (y) such Person is not itself controlled by or under common control with any Competitor not controlled by such Person and (z) such Person and its Affiliates, taken together, are not engaged in, as a principal line of business, the business of acquiring debt or equity of financially distressed companies; or

(ii)any investment fund or separate account that is managed or advised by the same Investment Adviser as any holder or Beneficial Owner of Securities as of the Effective Date.

For purposes of this definition, (1) an Investment Adviser to an investment fund, and any Person who directly or indirectly controls, is controlled by or under common control with such Investment Adviser, shall be deemed to be directly or indirectly controlling, controlled by or under common control with such investment fund, and (2) a Person shall not be considered to be in control of another Person if the first Person and its Affiliates (A) Beneficially Own less than 15% of the voting securities of the second Person, (B) do not possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the second Person, whether by contract or otherwise, and (C) are not deemed to be in control of the second Person by virtue of clause (1) of this sentence.

“Effective Date” has the meaning set forth in the introduction to this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor or replacement thereto.

“Family Member” means with respect to any individual (i) any member of the immediate family of such individual (which shall mean any parent, spouse, child or other lineal descendants (including by adoption) thereof), (ii) each trust, limited liability company, limited partnership or private foundation (x) created for the benefit of such individual or one or more members of such individual’s immediate family or (y) in which such individual or one or more members of such individual’s immediate family has, individually or in the aggregate, a majority interest and (iii) any Person who is controlled by any such immediate family member or trust, limited liability company, limited partnership or private foundation (including each custodian of property for one or more such Persons).

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.

“First Lien Credit Agreement” means that certain Amended and Restated First Lien Credit and Guaranty Agreement dated as of the Effective Date among the Borrower, Euramax Holdings, Limited, Euramax International Holdings, B.V., Euramax Europe, B.V., Certain subsidiaries of Euramax International, Inc., various lenders, General Electric Capital Corporation, as U.S. Administrative Agent, European Administrative Agent, Collateral Agent

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and U.K. Trustee and the other parties thereto, as the same may be amended, modified, restated, supplemented, refinanced or replaced from time to time.

“Investment Adviser” shall have the meaning ascribed to such term in Section 2(a)(20) of the Investment Company Act of 1940, as amended.

“Management Compensation Plan” shall mean that certain Euramax Management Incentive Plan pursuant to which (i) nine and 87/100 percent (9.87%) of the fully diluted outstanding Common Stock of the Company as of the date hereof will be reserved for issuance to certain members of management of the Company and (ii) one percent (1%) of the fully diluted outstanding Common Stock as of the date hereof will be reserved for issuance to members of the Board, each as determined by the Board, and in each case, calculated after giving effect to the potential issuance of all Common Stock under the Management Compensation Plan.

“Person” means an individual, corporation, limited liability company, partnership, fund, account, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Public Offering” means any offering of shares of Common Stock to the public pursuant to an effective registration statement under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form) or any comparable statement under any similar federal statute then in force.

“Purchase Agreement” means that certain Purchase Agreement, dated as of the Effective Date, among the Lenders under the Second Lien Credit Agreement and the Borrower.

“Qualified Public Offering” means (i) any firmly underwritten Public Offering by the Company in which the Company receives no less than $50,000,000 of net proceeds from sales to Persons other than Affiliates of the Company pursuant to a public distribution in which Common Stock of the Company shall be listed or traded on a national or regional exchange or approved for quotation on the Nasdaq Global Market or (ii) any consummated Demand Registration that is the First Public Offering, pursuant to, and as such terms are defined in the Registration Rights Agreement.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the Effective Date, among the Company and the holders of Securities listed on Schedule I thereto.

“Related Transactions” means transactions executed pursuant to a common agreement, arrangement or understanding, in each case whether formal or informal.

“Securities” means Common Stock, any other equity securities of the Company and any shares of capital stock or other securities directly or indirectly exercisable for, or convertible into, such securities.

“Securities Act” means the Securities Act of 1933, as amended, and any successor or replacement thereto.

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“Shelf Registration Statement” means a shelf registration statement that complies with the provisions of Rule 415 under the Securities Act.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“Tag-Along Portion” means, for any Tagging Person, that number of securities equal to the product of (i) the aggregate number of Securities owned by the Tagging Person immediately prior to the applicable Tag-Along Sale and (ii) a fraction the numerator of which is the maximum number of Securities proposed by the Tag-Along Seller to be Transferred in such Tag-Along Sale and the denominator of which is the aggregate number of Securities owned by all Stockholders at such time.

“Third Party” means a prospective Transferee of Securities in an arm’s-length transaction from one or more Stockholders, other than an Affiliate of any such Stockholders.

“Transfer” means, with respect to any Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Securities or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing.  The terms “Transferee”, Transferor”, “Transferred”, and other forms of the word “Transfer” shall have the correlative meanings.  Notwithstanding anything to the contrary contained herein, the term “Transfer” shall not include pledges or encumbrances of all assets (including Securities) of a fund or other investment vehicle in connection with leverage incurred by such fund or investment vehicle.

“Working Capital Credit Agreement” shall mean that certain Senior Secured Revolving Credit and Guaranty Agreement, dated as of the Effective Date, among Amerimax Home Products, Inc., Amerimax Diversified Products, Inc., Amerimax Building Products, Inc., Bergen Building Products, Inc., Fabral, Inc., and Euramax Receivables, LLC, as borrowers, Euramax International, Inc. and other entities parties thereto as guarantors, various lenders, Regions Bank, as Collateral and Administrative Agent, Wachovia Bank, National Association as Co-Agent and Regions Bank as Sole Lead Arranger and Bookrunner, as the same may be amended, modified, restated , supplemented, refinanced or replaced from time to time.

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Section 1.02Other Definitional and Interpretative Provisions.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2

RESTRICTIONS ON TRANSFER

Section 2.01General Restrictions On Transfer.

(a)Each Stockholder agrees that it shall not Transfer any Securities (or solicit any offers in respect of any Transfer of any Securities), except in compliance with or pursuant to an exemption from the requirements of the Securities Act and any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement and in accordance with Section 2.03.

(b)Any attempt to Transfer any Securities prior to the Termination Date (as defined below) not in compliance with this Agreement shall be null and void ab initio, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer.

Section 2.02Future Stockholders.  Each Stockholder hereby agrees that any Person who is granted the right to acquire Common Stock from the Company subsequent to the date hereof shall, if such Person is not already a party to this Agreement, deliver to the Company an agreement to be bound by the terms of this Agreement in the form of Exhibit D hereto.  This Agreement will be deemed to be amended to include such Person as a Stockholder; provided, that any Person who becomes a signatory to this Agreement at any time during a Tag-Along Period but following the delivery of a Tag-Along Notice shall have the right to accept the terms set forth in such Tag-Along Notice and participate in the Transfer pursuant to the terms and conditions of Section 3.

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Section 2.03Permitted Transfers.  Subject to Sections 2.04, 3.01 and 3.02, any Stockholder may at any time Transfer any or all of its Securities without the consent of the Board or any other Stockholder or group of Stockholders so long as prior to the consummation thereof, the proposed Transferee delivers to the Company, in form and substance reasonably acceptable to the Company, (i) if the proposed Transferee is not already party to this Agreement, an agreement to be bound by the terms of this Agreement in the form of Exhibit D hereto, (ii) if the proposed Transferee is not a Competitor or Competitor Affiliate, a written representation from the proposed Transferee to that effect, (iii) if the proposed Transferee is a Competitor or Competitor Affiliate, a written representation that the proposed Transfer does not violate Section 2.04, together with such documentation as may be reasonably requested by the Company to verify the accuracy of such certification; (iv) if no Tag-Along Notice (as defined below) has been delivered in accordance with Section 3.01 with respect to such proposed Transfer, (A) a written certification by the proposed Transferor confirming that the proposed Transfer would not constitute a Tag-Along Sale (as defined below) and (B) a written certification by the proposed Transferee confirming that no right of acceleration or default under the First Lien Credit Agreement, the Working Capital Credit Agreement or any other material contract identified as such by the Company would be caused by such Transfer; (v) a written representation by the proposed Transferor that the Transfer to such Transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws; and (vi) if requested by the Company in its reasonable judgment, an opinion of counsel, in form and substance reasonably acceptable to the Company, for such Transferor shall be supplied to the Company at such Transferor’s expense to the effect that such Transfer is being made pursuant to an exemption from the registration requirements under the Securities Act and in compliance with any other applicable securities or “blue sky” laws.  Upon becoming a party to this Agreement, the permitted Transferee of a Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the Transferor hereunder with respect to the Securities Transferred pursuant to such Transfer.  Notwithstanding anything to the contrary contained herein, no Transfer of Securities shall be recognized or permitted if, in the reasonable discretion of the Company, such Transfer would (i) cause the Securities to be held by 450 or more Persons as such determination would be made pursuant to Section 12(g) of the Exchange Act or (ii) otherwise cause the Company to be subject to the registration requirements or periodic reporting requirements of Section 12 or Section 15 of the Exchange Act.

Section 2.04No Transfers to a Competitor.  Notwithstanding anything in this Agreement to the contrary, no Stockholder may Transfer any Securities to a Competitor or a Competitor Affiliate unless (i) such Transfer is approved by the Board and the Stockholders holding at least two-thirds of the then outstanding Common Shares or (ii) (x) the Competitor or Competitor Affiliate and its Affiliates will be, after such Transfer, the Beneficial Owners of a majority of the outstanding Common Shares after such Transfer and (y) the Competitor or Competitor Affiliate, as the case may be, has offered to purchase all of the then outstanding Common Shares on the same terms and conditions offered to such Stockholder and purchases, simultaneously with such Transfer, all such Common Shares that are tendered to it at or prior to the time of such Transfer.  For the avoidance of doubt, any Stockholder that initially declines the offer described in clause (ii)(y) of the preceding sentence may nevertheless tender outstanding Common Shares at the time of such Transfer and such Common Shares will be purchased by the Competitor or Competitor Affiliate, as the case may be, on the same terms and conditions and simultaneously with such Transfer.

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Section 2.05Legends.  Each certificate evidencing Common Stock subject to the terms hereof and each certificate issued in exchange for or upon the Transfer of any such Common Stock shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER OBLIGATIONS (INCLUDING THE OBLIGATION TO SELL SUCH SECURITIES UPON AN APPROVED SALE) SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 29, 2009, AS THE SAME MAY BE AMENDED OR MODIFIED FROM TIME TO TIME, AMONG THE ISSUER OF THESE SECURITIES (THE “COMPANY”) AND ITS STOCKHOLDERS. ANY PURPORTED TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT FAILS TO COMPLY WITH SUCH RESTRICTIONS AND OBLIGATIONS SHALL BE VOID AND OF NO EFFECT. A COPY OF SUCH STOCKHOLDERS AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Upon the Termination Date, the holder of any certificate representing Common Stock and bearing such legend shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing the legend set forth above.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”

The requirement that the above securities legend be placed upon certificates evidencing Common Stock shall cease and terminate upon the earliest of the following events: (i) when such Common Stock are transferred in a public offering, (ii) when such Common Stock are transferred pursuant to Rule 144, as such Rule may be amended (or any successor provision thereto), under the Securities Act or (iii) when such Common Stock are transferred in any other transaction if the seller delivers to the Company an opinion of its or his counsel, which counsel or opinion shall be reasonably satisfactory to the Company, or a “no-action” letter from the staff of the Securities and Exchange Commission, in either case to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such Common Stock without registration thereunder.  Upon the consummation of any event requiring the removal of a legend hereunder, the Company upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such Common Stock as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such shares not bearing such legend.

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ARTICLE 3

TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS

Section 3.01Tag-Along Rights.

(a)Subject to Section 3.03, if any Stockholder or Stockholders (the “Tag-Along Seller”) propose to Transfer Beneficial Ownership of Securities representing at least 27% of the then outstanding Securities in a single transaction or in a series of Related Transactions to a Transferee or group of Affiliated Transferees and/or to Transferees who are Acting in Concert (excluding, in each case, Transferees who are Affiliates of Tag-Along Seller) (a “Tag-Along Sale”),

(i)not more than 60 days and not less than 20 Business Days prior to the expected date of consummation of such Transfer, the Tag-Along Seller shall provide each other Stockholder written notice, in the form of Exhibit A hereto, of the terms and conditions of such proposed Transfer (“Tag-Along Notice”) and each other Stockholder shall be offered the opportunity to participate in such Transfer in accordance with Sections 3.01 and 3.03, and

(ii)each other Stockholder may elect, at its option, to participate in the proposed Transfer in accordance with this Section 3.01 and Section 3.03 (each such electing other Stockholder, a “Tagging Person”).

The Tag-Along Notice shall identify the number of Securities proposed by the Tag-Along Seller to be Transferred in such Tag-Along Sale (“Tag-Along Offer”), the consideration for which the Transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any, and a firm offer by the proposed Transferee to purchase Securities from the Stockholders in accordance with this Section 3.01 and Section 3.03. For the avoidance of doubt, neither (i) a bona fide pledge of Securities, nor (ii) the foreclosure upon such Securities following a default, in each case otherwise in compliance with this Agreement, shall constitute a Transfer of Beneficial Ownership permitting the exercise of a Tag-Along Right (defined below) under this Section 3.01.

From the date of its receipt of the Tag-Along Notice, each Tagging Person shall have the right (a “Tag-Along Right”), exercisable by written notice in the form of Exhibit B hereto (“Tag-Along Response Notice”) given to the Tag-Along Seller within 15 Business Days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Seller include in such Tag-Along Sale any portion or all of such Tagging Person’s Tag-Along Portion, and the Tag-Along Seller shall include the number of Securities proposed by the Tag-Along Seller to be Transferred as set forth in the Tag-Along Notice (reduced to the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Securities as permitted by Section 3.01(d).  Each Tag-Along Response Notice shall include instructions for payment or delivery of the purchase price for the Securities to be Transferred in such Tag-Along Sale.  Each Tagging Person that exercises its Tag-Along Rights hereunder shall deliver to the Company, with its Tag-Along Response Notice, the certificates

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representing the Securities of such Tagging Person to be included in the Tag-Along Sale, together with a limited power-of-attorney authorizing the Company to Transfer such Securities on the terms set forth in the Tag-Along Notice or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Securities pursuant to this Section 3.01(a) at the closing for such Tag-Along Sale against delivery to such Tagging Person of the consideration therefor.  Delivery of the Tag-Along Response Notice with such certificate or certificates and limited power-of-attorney shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Person, subject to the provisions of this Section 3.01 and Section 3.03.

If, at the end of a 60-day period after such delivery of such Tag-Along Notice (which 60-day period shall be extended if any of the transactions contemplated by the Tag-Along Offer are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 90 days following delivery of the Tag-Along Notice by the Tag-Along Seller), the Tag-Along Seller has not completed the Transfer of all Securities proposed to be Transferred by the Tag-Along Seller and all Tagging Persons on substantially the same terms and conditions set forth in the Tag-Along Notice, the Company and the Tag-Along Seller shall (i) return to each Tagging Person the limited power-of-attorney and all certificates representing the Securities that such Tagging Person delivered for Transfer pursuant to this Section 3.01(a) and any other documents in the possession of the Tag-Along Seller or the Company executed by the Tagging Persons in connection with the proposed Tag-Along Sale, and (ii) not conduct any Transfer of Securities without again complying with this Agreement.

(b)Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Seller shall (i) notify the Tagging Persons thereof, (ii) remit to the Tagging Persons the total consideration for the Securities of the Tagging Persons Transferred pursuant thereto (net of any fees and expenses as provided in Section 3.03), with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag-Along Response Notices and (iii) promptly after the consummation of such Tag-Along Sale, furnish to each Tagging Person a certification that the Tag-Along Sale was consummated for the same consideration and under the same material terms and conditions as were set forth in the Tag-Along Notice, or if such Tag-Along Sale was consummated for different consideration than that set forth in the Tag-Along Notice (as permitted by Section 3.01(e)), a certification setting forth such consideration.

(c)If at the expiration of the Tag-Along Notice Period any Stockholder shall not have elected to participate in the Tag-Along Sale, such Stockholder shall be deemed to have waived its rights under Section 3.01(a) with respect to the Transfer of its Securities pursuant to such Tag-Along Sale.

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(d)If (i) any Stockholder declines to exercise its Tag-Along Rights or (ii) any Tagging Person elects to exercise its Tag-Along Rights with respect to less than such Tagging Person’s Tag-Along Portion, each Tag-Along Seller and Tagging Person shall be entitled to Transfer, pursuant to the Tag-Along Offer, a pro rata share of the number of Securities constituting, as the case may be, the Tag-Along Portion of such Tagging Person or the portion of such Tagging Person’s Tag-Along Portion with respect to which Tag-Along Rights were not exercised.

(e)The Tag-Along Seller shall Transfer, on behalf of itself and each Tagging Person, the Securities subject to the Tag-Along Offer and elected to be Transferred on substantially the same terms and conditions set forth in the Tag-Along Notice within 60 days (or such longer period as extended under Section 3.01(a)) of delivery of the Tag-Along Notice, provided that the price payable in any such Transfer may exceed the price specified in the Tag-Along Notice by up to 10%; provided, further, that the Tag-Along Seller shall not be required to provide any indemnity, representations, warranties or otherwise assume any obligations with respect to the Securities of any Tagging Person.

(f)Notwithstanding anything contained in this Section 3.01, there shall be no liability on the part of the Tag-Along Seller to the Tagging Persons (other than the obligation to return any certificates evidencing Securities and limited powers-of-attorney received by the Tag-Along Seller) if the Transfer of Securities pursuant to Section 3.01 is not consummated for whatever reason.  Whether to effect a Transfer of Securities pursuant to this Section 3.01 by the Tag-Along Seller is in the sole and absolute discretion of the Tag-Along Seller.

Section 3.02Drag-along Rights.

(a)Subject to Section 3.03, if (i) any Stockholder or Stockholders (the “Drag-Along Seller”) propose to Transfer a number of Securities owned by the Drag-Along Seller in a single transaction or in a series of Related Transactions (a “Drag-Along Sale”) to a Third Party (a “Drag-Along Transferee”) in a bona fide sale (including by way of purchase agreement, tender offer, merger or other business combination transaction or otherwise, (ii) after such Transfer, such Drag-Along Transferee would Beneficially Own at least 66 2/3 % of the outstanding Common Shares, (iii) a resolution has been duly passed by the Board approving the Drag-Along Sale as being fair to all Stockholders and (iv) the Drag-Along Sale has been approved by Stockholders holding at least a majority of the then outstanding Common Shares, the Drag-Along Seller may at its option (A) sell all of the Securities owned by the Drag-Along Seller and (B) require all Stockholders other than the Drag-Along Seller (the “Drag-Along Stockholders”) to Transfer all of the Securities owned by each Drag-Along Stockholder for the same consideration per Common Share (on an as-converted basis and net of any exercise price payable) and otherwise on the same terms and conditions as the Drag-Along Seller in such Drag-Along Sale].

The Drag-Along Seller shall provide written notice, in the form of Exhibit C hereto, of such Drag-Along Sale to the Drag-Along Stockholders (a “Drag-Along Sale Notice”) not more

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than 60 days and not less than 10 Business Days prior to the proposed date of consummation of the Drag-Along Sale.  The Drag-Along Sale Notice shall identify the Transferee, the consideration for which a Transfer of Securities is proposed to be made and all other material terms and conditions of the Drag-Along Sale.  Each Drag-Along Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Securities as set forth in this Section 3.02.  Not later than 5 Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Drag-Along Stockholders shall deliver to the Company the certificates representing the Securities of such Drag-Along Stockholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Company to Transfer such Securities on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Securities pursuant to this Section 3.02(a) at the closing for such Drag-Along Sale against delivery to such Drag-Along Stockholder of the consideration thereto.  If a Drag-Along Stockholder should fail to deliver such certificates to the Company, the Company (subject to reversal under Section 3.02(b)) shall cause the books and records of the Company to show that such Securities are bound by the provisions of this Section 3.02(a), and that such Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

(b)The Drag-Along Seller shall have a period of 105 days from the date of delivery of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice, provided that, if such Drag-Along Sale is subject to regulatory approval, such 105-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days following the date of delivery of the Drag-Along Sale Notice.  If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall return to each of the Drag-Along Stockholders the limited power-of-attorney and all certificates representing Securities that such Drag-Along Stockholders delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the Drag-Along Stockholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Securities owned by the Drag-Along Stockholders shall again be in effect.

(c)Concurrently with the consummation of the Transfer of Securities pursuant to this Section 3.02, the Drag-Along Seller shall (i) notify the Drag-Along Stockholders thereof, (ii) remit to each of the Drag-Along Stockholders that have surrendered their certificates the total consideration for the Securities Transferred pursuant thereto (subject to Section 3.03(b)(ii)), with the cash portion of the purchase price to be paid by wire transfer of immediately available funds in accordance with such Drag-Along Stockholder’s wire transfer instructions, and (iii) promptly after completion of such Transfer, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by such Drag-Along Stockholders.

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(d)Notwithstanding anything contained in this Section 3.02, there shall be no liability on the part of the Drag-Along Seller to any Drag-Along Stockholders (other than the obligation to return the limited power-of-attorney and the certificates and other applicable instruments representing Securities received by the Drag-Along Seller) if the Transfer of Securities pursuant to this Section 3.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice.

Section 3.03Additional Conditions to Tag-Along Sales and Drag-Along Sales.  Notwithstanding anything contained in Section 3.01 or Section 3.02, the rights and obligations of (i) the Tagging Persons to participate in a Tag-Along Sale under Section 3.01 and (ii) the Drag-Along Stockholders to participate in a Drag-Along Sale under Section 3.02 are subject to the following conditions:

(a)upon the consummation of such Tag-Along Sale or Drag-Along Sale, all of the Stockholders participating therein will receive, in connection with such Tag-Along Sale or Drag-Along Sale, the same form and amount of consideration per Common Share, or, if any Stockholders are given an option as to the form and amount of consideration to be received, all Stockholders participating therein will be given the same option;

(b)the fees and expenses incurred by any Stockholder in connection with any Tag-Along Sale or Drag-Along Sale shall be paid by such Stockholder, except the Tag-Along Seller or Drag-Along Seller shall retain one counsel for all Stockholders participating in such Tag-Along Sale or Drag-Along Sale (which counsel shall be selected by such Tag-Along Seller or Drag-Along Seller) and the fees and expenses of such Tag-Along Sale or Drag-Along Sale shall be paid as follows (to the extent not otherwise paid by the Company or another Person): (i) all such fees and expenses incurred in connection with any unconsummated Drag-Along Sale shall be paid by the Drag-Along Seller, (ii) all reasonable out-of-pocket fees and expenses incurred in an unconsummated Tag-Along Sale shall be paid by the Tag-Along Seller and Tagging Persons, pro rata, unless such Tag-Along Sale is not consummated due to arbitrary or capricious actions or inactions on the part of the Tag-Along Seller in which case all such fees and expenses shall be paid by the Tag-Along Seller, and (iii) all reasonable out-of-pocket fees and expenses incurred in connection with any consummated Tag-Along Sale or Drag-Along Sale shall be paid from the total consideration for the Securities Transferred by the Tag-Along Seller and Tagging Persons or the Drag-Along Seller and the Drag-Along Stockholders, as the case may be, pursuant thereto, prior to the distribution of the net amount to the Tag-Along Seller and Tagging Persons or the Drag-Along Seller and the Drag-Along Stockholders, as the case may be;

(c)each Tagging Person shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller and (iii) be required to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price; and

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(d)each Drag-Along Stockholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that no Drag-Along Stockholder shall be required to provide any representations or indemnities in connection with any Drag-Along Sale other than representations and indemnities concerning such Drag-Along Stockholder’s title to the Securities free and clear of any encumbrances and authority, power and right to enter into and consummate the Transfer without contravention of any law or material agreement, (ii) benefit from all of the same provisions of the definitive agreements as the Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any purchase price holdbacks or adjustments in purchase price. Each Drag-Along Stockholder shall take such actions, including without limitation, voting all of its Securities in favor of such Drag-Along Sale and waiving any appraisal, dissenter or similar rights under applicable law, in each case if applicable to such Drag-Along Sale, as may be reasonably requested by the Drag-Along Seller to carry out the Drag-Along Sale.

ARTICLE 4

CERTAIN COVENANTS AND AGREEMENTS; PREEMPTIVE RIGHTS

Section 4.01Confidentiality.  Each Stockholder agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ Investment Advisers, directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that each Stockholder shall instruct such Persons of the confidential nature of the Information and that by receiving such Information each such Person and each such Stockholder agrees to be responsible for any breach by such Persons), (b) to the extent requested by any regulatory, self-regulatory or supervisory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) to the extent required to exercise any remedies or enforcement rights under this Agreement, (f) in accordance with Section 4.03, (g) with the consent of the Company, (h) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Stockholder on a nonconfidential basis from a source other than the Company or (i) to the extent such Information is received after the Termination Date.  For the purposes of this Section, “Information” means all information received from the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Stockholder on a nonconfidential basis prior to disclosure by the Company or any of its Subsidiaries.  Any person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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Section 4.02Reports.  Until the earlier of (i) the effective date of a Shelf Registration Statement or (ii) the Termination Date, the Company agrees to furnish to each Stockholder (other than a Competitor or Competitor Affiliate) or otherwise make available to Stockholders, for so long as such Stockholder owns any Securities, all information and reports available to lenders under the First Lien Credit Agreement, as and when delivered to such lenders, or if there is no such credit agreement, the following:

(a)within 120 days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company and its Subsidiaries and related consolidated statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without any qualification as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP;

(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries and related consolidated statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis;

(c)(i) any certificate of a Financial Officer of the Company to lenders (to be delivered concurrently with delivery to such lenders) under any credit facility of the Company relating to (A) the occurrence of a default thereunder, (B) compliance with covenants thereunder or (C) changes in GAAP or in the application thereof or (ii) a copy of any certificate of the accounting firm that reported on the Company’s financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any default under any credit facility of the Company; and

(d)within 10 Business Days after final approval thereof by the Board, a consolidated budget of the Company and its Subsidiaries for such fiscal year, prepared to show information on a quarterly basis, and, to the extent all relevant internal approvals have been obtained, any significant revisions of such budget.

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Section 4.03Provision of Information to Prospective Transferee of Common Shares.  Any Stockholder may (i) provide any Information, including without limitation the Information provided pursuant to Section 4.02 or (ii) request that the Company provide such Information (in which case the Company shall comply with such request), to any Person to whom such Stockholder is contemplating a Transfer of any Securities, provided that (x) neither the provision of such Information nor such Transfer would be in violation of the provisions of this Agreement, the Securities Act, or any other applicable securities or “blue sky” laws, (y) the Person to be provided such Information pursuant to this Section shall execute a confidentiality agreement containing reasonable provisions satisfactory to the Company and (z) no Information may be provided to a Competitor or Competitor Affiliate.

Section 4.04Charter or Bylaw Provisions.  Each Stockholder agrees to vote its Common Shares or execute proxies or written consents, as the case may be, to ensure that the Company’s certificate of incorporation and bylaws (i) facilitate, and do not at any time conflict with, any provision of this Agreement (ii) permit each Stockholder to receive the benefits to which each such Stockholder is entitled under this Agreement and (iii) provide that Transfers that occur prior to the Termination Date not in accordance with this Agreement are void and of no effect.

Section 4.05Conflicting Agreements.  The Company and each Stockholder represents that it has not, and agrees that it shall not (a) enter into any agreement or arrangement of any kind with any Person with respect to its Securities inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of any other Stockholder under this Agreement, or (b) act, for any reason, as a member of a group or in concert with any other Person in connection with the Transfer or voting of its Securities in any manner that is inconsistent with the provisions of this Agreement.

Section 4.06Preemptive Rights.

(a)Subject to Section 4.06(d) and the limitations set forth in Section 4.06(c) below, the Company shall not issue or sell any Securities (collectively, “New Issue Securities”) to any Person, except in accordance with the following provisions:

(b)The Company shall give a notice to each Stockholder hereunder (the “Preemptive Notice”) stating: (i) the Company’s intention to issue the New Issue Securities; (ii) the number and description thereof or the amount of the New Issue Securities to be issued; (iii) the purchase price (calculated as of the proposed issuance date) and the other terms upon which the Company is offering the New Issue Securities.

(c)Transmittal of the Preemptive Notice to the Stockholder by the Company shall constitute an offer by the Company to sell to each Stockholder his, her or its pro rata portion, or any lesser number specified by the Stockholder, of the New Issue Securities for the price and upon the terms set forth in the Preemptive Notice.  For a period of 10 Business Days after the submission of the Preemptive Notice to the Stockholder, each Stockholder shall have the option, exercisable by written notice to the Company, to accept the Company’s offer as to purchase all or any part of such Stockholder’s pro rata portion or any lesser number of the New Issue Securities; provided, however, that if any

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Stockholder notifies the Company that it desires to purchase less than all of the New Issues Securities available for it to purchase, the Company shall promptly offer to sell such excess New Issue Securities to any Stockholder exercising its right to purchase all of the New Issue Securities available for it to purchase.  If two (2) or more types of New Issue Securities are to be issued or New Issue Securities are to be issued together with other types of securities, including, without limitation, debt securities, in a single transaction or related transactions, the rights to purchase New Issue Securities granted to the Stockholders under this Section 4.06 must be exercised to purchase all types of New Issue Securities and such other securities in the same proportion as such New Issue Securities and other securities are to be issued by the Company.  If the Stockholders (as a group) agree to purchase less than the total number of New Issue Securities proposed to be issued and sold, the Company shall have one hundred twenty (120) days thereafter to sell any or all of the remaining New Issue Securities (i.e., those not to be sold to any Stockholder) to one or more other Persons, upon terms and conditions no less favorable to the Company, and no more favorable to such Person or Persons, than those set forth in the Preemptive Notice.  In the event the Company has not sold such New Issue Securities within said one hundred twenty (120) day period, the Company will not thereafter issue or sell any New Issue Securities without first offering such New Issue Securities to the Stockholders in the manner provided above.

(d)The preemptive rights contained in this Section 8 shall not apply to:

(i)the issuance by the Company of Common Stock pursuant to the Management Compensation Plan;

(ii)the issuance of Securities in a Public Offering;

(iii)the issuance of Securities by any Subsidiary of the Company to the Company;

(iv)the issuance of Securities upon the exercise or exchange of other Securities that were issued in compliance with this Section 4.06(d) or Securities which were issued in an issuance that is exempt from this Section 4.06; and

(v)the issuance of Securities in connection with any stock split, stock dividend, reverse split, consolidation, recapitalization of the Company or any other form of strategic transaction.

(e)Notwithstanding anything to the contrary contained in this Section 4.06, the Company may, in order to expedite the issuance of New Issue Securities hereunder, issue all or a portion of the New Issue Securities to one or more Persons (each, an “Initial Subscribing Stockholder”) without complying with the provisions of this Section 4.06; provided that, prior to such issuance, either (i) each Initial Subscribing Stockholder agrees to offer to sell to each Stockholder his, her or its respective pro rata portion of such New Issue Securities on the same terms and conditions as issued to the Initial Subscribing Stockholders and in a manner which provides such Stockholder with rights substantially similar to the rights outlined in Sections 4.06(a) and (b) or (ii) the Company

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shall offer to sell an additional amount of New Issue Securities to each Stockholder (other that Initial Subscribing Stockholders) only in an amount and manner which provides such Stockholder with rights substantially similar to the rights outlined in Sections 4.06(a) and 4.06(b).  The Initial Subscribing Stockholders or the Company, as applicable, shall offer to sell such New Issue Securities to each other Stockholder within ninety (90) days after the closing of the purchase of the New Issue Securities by the Initial Subscribing Stockholders.

(f)Any Stockholder may assign its rights pursuant to this Section 4.06, in whole or in part and from time to time, to an Affiliate that is not a Competitor or a Competitor Affiliate.

ARTICLE 5

BOARD MEMBERSHIP; VOTING

Section 5.01Board Membership; Voting.

(a)The Board shall be comprised of seven (7) members, including the Chief Executive Officer as provided in (d) below.  The initial Board shall be comprised of the following members:  Marjorie Bowen, Jeffrey Brodsky, Allen Capsuto, Michael Lundin, Fulton Collins, Al Oddis and Mitchell Lewis (Chief Executive Officer).  Subsequent members of the Board shall be elected at Annual Meetings of Stockholders of the Company.

(b)At each Annual Meeting of Stockholders of the Company following the Effective Date, each Stockholder holding the following amounts or more of the outstanding Common Stock (fully diluted except for Common Stock reserved or issued under the Management Compensation Plan) shall be entitled to appoint the applicable number of directors to the Board:

Common Stock	Directors
14.3%	1
28.6%	2
42.9%	3
57.2%	4;

provided that, notwithstanding the foregoing, if on the date such Annual Meeting of Stockholders of the Company is held, (i) Highland Institutional holds at least 14.3% of the outstanding Common Stock, it shall be entitled to appoint one (1) director for the immediately subsequent term of the Board and (ii) Highland Retail holds at least 11% of the outstanding Common Stock, being that amount of outstanding Common Stock (as a

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percentage of aggregate outstanding Common Stock) it owned on the Effective Date, it shall nevertheless be entitled to appoint one (1) director for the immediately subsequent term of the Board.  A Stockholder appointing one or more directors shall be entitled to vote for the election of the remaining directors only with respect to that portion of its Common Stock acquired after the date hereof in excess of the appointment thresholds set forth above.

(c)The certificate of incorporation of the Company shall provide for cumulative voting for the election of directors in accordance with Section 214 of the Delaware General Corporation Law.

(d)The Stockholders agree that, unless a majority of the Board (exclusive of the Chief Executive Officer) determines otherwise, at all times the Chief Executive Officer of the Company shall be a director of the Company and, accordingly, agree to designate such individual who serves in such capacity as a director effective on the day such individual commences his or her service as Chief Executive Officer and to remove such individual as director effective on the day such individual ceases being Chief Executive Officer.

(e)All decisions of the Board shall be made by the majority vote of the directors of the Company present and constituting a quorum at any meeting of the Board.

(f)Directors of the Company shall recuse themselves with respect to proposed transactions or other matters involving the Company and such directors or Affiliates of such Directors.

(g)Upon the presentation of appropriate documentation, the Company shall reimburse each director of the Company for all reasonable out-of-pocket costs and expenses incurred by such director to attend Board meetings.  In addition, the Company shall pay the amounts set forth on Exhibit E, to each director of the Company who is neither employed by the Company nor employed by any Stockholder.

(h)The Board shall not take any of the following actions without having first received the approval of Stockholders holding a majority of the outstanding Common Stock:

(i)to commit to or effect any asset acquisition or series of asset acquisitions, in excess of $100 million other than supply agreements entered into in the ordinary course of the Company’s business;

(ii)to create, incur, assume, guarantee, refinance or prepay any indebtedness, the outstanding principal amount of which exceeds $50 million at any one time or materially modify or otherwise alter the terms and provisions of any such indebtedness, in each case excluding the First Lien Credit Agreement and the Working Capital Credit Agreement and any refinancings or replacements thereof;

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(iii)to redeem, or repurchase any Common Stock or other equity securities or any debt or debt securities of the Company or any Subsidiary of the Company on other than a pro rata basis among all holders of the security being repurchased or redeemed, except pursuant to the Management Compensation Plan or any transactions solely between and among the Company and any Subsidiary of the Company or between and among any Subsidiaries of the Company;

(iv)to cause the Company to engage in a Public Offering;

(v)to sell, lease, dispose of, or abandon any of the properties and assets of the Company (exclusive of properties, materials, supplies, equipment or other items of personal property disposed of in the ordinary course of business, which do not have a sale price of more than $100 million individually or in the aggregate or are not otherwise material to the business of the Company);

(vi)to merge or consolidate the Company with any other entity, convert the Company into another form of entity, exchange interests with any other person or entity or enter into any joint venture, partnership or consortium agreement;

(vii)to abandon any existing line of business of the Company responsible for revenue of $50 million or more in the immediately preceding 12-month period;

(viii)to make any loans or any advance payments of (x) compensation or (y) other consideration to any officer or other employee of the Company, or any director of the Company or Stockholder in excess of $100,000 (other than for reimbursement of reasonable relocation or other business expenses of employees incurred in the ordinary course of the Company’s business);

(ix)not in limitation or expansion of any of the foregoing, to cause the Company to enter into any material contract or agreement, which for the purpose of this Agreement shall mean any contract, agreement, or series of contracts or agreements that would obligate the Company to expend (or transfer assets with a value of) $100 million or more, other than supply agreements entered into in the ordinary course of Company’s business;

(x)to amend or restate the Certificate of Incorporation or Bylaws of the Corporation;

(xi)any increase or decrease in the number of directors serving on the Board; or

(xii)to take any action, authorize or approve, or enter into any binding agreement with respect to the foregoing.

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(i)The Board shall have the sole authority to determine the allocation of the Common Stock reserved for issuance pursuant to the Management Compensation Plan.

ARTICLE 6

MISCELLANEOUS

Section 6.01Termination.  This Agreement shall terminate upon the date of a Qualified Public Offering (the “Termination Date”), provided that Section 4.01 shall survive for one year after the Termination Date and Section 2.05 shall survive until all legends have been removed in accordance with the terms thereof.  The Termination Date shall be deemed to have occurred immediately prior to such Qualified Public Offering.

Section 6.02Binding Effect; Assignability; Benefit.

(a)This Agreement shall be binding upon and enforceable by each of the parties hereto pursuant to, and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.  The failure of any party to execute this Agreement shall not prevent them from exercising their rights under this Agreement, subject to their obligations under and the terms and conditions of this Agreement.  Any Stockholder that Transfers all of its Common Shares in accordance with the terms hereof shall cease to be bound by the terms hereof.

(b)Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Securities or otherwise, except that any Person acquiring Securities from any Stockholder in a Transfer in compliance with this Agreement shall execute and deliver to the Company an agreement to be bound by the terms of this Agreement in the form of Exhibit D hereto, in accordance with Section 2.03, and shall thenceforth be a “Stockholder”.

(c)Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 6.03Notices.  All notices, requests and other communications (collectively, “Communications”) to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission,

if to the Company, to:

Euramax Holdings, Inc.

5445 Triangle Parkway

Suite 350

Norcross, GA 30092

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Facsimile: (770) 449-7354

Attn: R. Scott Vansant

if to any Stockholder, to:

The address of such Stockholder listed on Schedule I, such Stockholder’s Joinder Agreement or such other address as provided by such Stockholder to the Company.

All Communications shall be deemed received on the earliest of (i) the date such Communication is sent by facsimile transmission, (ii) the date such Communication is delivered in person, (iii) the day after the date such Communication is placed in overnight mail with a national overnight courier service or (iv) three days after the date such Communication is mailed by certified or registered mail, in each case so long as such day is a Business Day.  If such day is not a Business Day, any such Communication shall be deemed not to have been received until the next succeeding Business Day.  Any Communication sent by facsimile transmission shall be confirmed by certified or registered mail, return receipt requested, posted within one Business Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmissions.

Any Person that becomes a Stockholder shall provide its address and fax number to the Company, which shall, upon request, promptly provide such information to any Stockholder requesting such information.

Section 6.04Waiver; Amendment.  No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective.  No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of (i) a majority of the Board and (ii) Stockholders holding at least two-thirds of the then outstanding Common Shares. Notwithstanding the foregoing, no provision of this Agreement may be amended or waived if such amendment or waiver of any provision would have the effect of adversely and disproportionately affecting any of the rights of any of Stockholder, (y) adversely and disproportionately affecting Persons who may be granted Securities under the Management Compensation Plan, whether or not any such Securities have been granted, without the written agreement of the Chief Executive Officer of the Company or (z) treating preferentially (including the changing of any existing material right or preference) in any material way any other Stockholder over another Stockholder except by written agreement of such Stockholder or Stockholder not being granted such material right or preference.

Section 6.05Fees and Expenses.  Except as may be otherwise provided herein or in any other agreement between or among any parties hereto, the fees and expenses incurred by any Stockholder in connection with this Agreement, any amendment or waiver hereof and the transactions contemplated hereby and all matters related hereto shall be paid by such Stockholder, except the Company shall pay all fees and expenses of one counsel for all Stockholders (selected by Stockholders holding the majority of the Common Shares held by all Stockholders) in connection with any amendment or waiver of this Agreement or any transactions related thereto.

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Section 6.06Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws rules of such state.

Section 6.07Jurisdiction.  The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 5.04 shall be deemed effective service of process on such party.

Section 6.08WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.09Specific Enforcement.  Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 6.10Effectiveness.  This Agreement shall become effective upon the Effective Date.

Section 6.11Entire Agreement.  This Agreement and the Exhibits hereto constitute the entire agreement among the parties hereto and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof and thereof.

Section 6.12Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such a determination, the

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parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

EURAMAX HOLDINGS, INC.
By:	/s/ R. Scott Vansant
	Name:	R. Scott Vansant
	Title:	Vice President, Secretary and
		Chief Financial Officer

Company Stockholders Agreement Signature Page

EX-10.9

Exhibit 10.9

EURAMAX HOLDINGS, INC.
2009 EXECUTIVE INCENTIVE PLAN

EURAMAX HOLDINGS, INC.
EXECUTIVE INCENTIVE PLAN

ARTICLE 1	PURPOSE	1
1.1	General	1
ARTICLE 2	DEFINITIONS	1
2.1	Definitions	1
ARTICLE 3	EFFECTIVE TERM OF PLAN	7
3.1	Effective Date	7
3.2	Term of Plan	7
ARTICLE 4	ADMINISTRATION	8
4.1	Committee	8
4.2	Actions and Interpretations by the Committee	8
4.3	Authority of Committee	8
4.4	Delegation	9
4.5	Award Certificates	9
4.6	Grant of Available Shares
ARTICLE 5	SHARES SUBJECT TO THE PLAN	10
5.1	Number of Shares	10
5.2	Share Counting	10
5.3	Stock Distributed	10
ARTICLE 6	ELIGIBILITY	11
6.1	General	11
ARTICLE 7	RESTRICTED STOCK AND RESTRICTED STOCK UNITS	11
7.1	Grant of Restricted Stock and Restricted Stock Units	11
7.2	Issuance and Restrictions	11
7.3	Forfeiture	11
7.4	Delivery of Restricted Stock	11
ARTICLE 8	PROVISIONS APPLICABLE TO AWARDS	11
8.1	Term of Awards	11
8.2	Form of Payment of Awards	12

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8.3	Limits on Transfer	12
8.4	Beneficiaries	12
8.5	Stock Trading Restrictions	12
8.6	Acceleration upon Death or Disability	12
8.7	Acceleration upon a Change in Control	13
8.8	Acceleration for Any Other Reason	13
8.9	Forfeiture Events	13
ARTICLE 9	CHANGES IN CAPITAL STRUCTURE	13
9.1	Mandatory Adjustments	13
9.2	Discretionary Adjustments	13
9.3	General	14
ARTICLE 10	AMENDMENT, MODIFICATION AND TERMINATION	14
10.1	Amendment, Modification and Termination	14
10.2	Awards Previously Granted	14
10.3	Compliance Amendments	14
ARTICLE 11	GENERAL PROVISIONS	15
11.1	Rights of Participants	15
11.2	Withholding	15
11.3	Special Provisions Related to Section 409A of the Code	16
11.4	Relationship to Other Benefits	16
11.5	Expenses	16
11.6	Titles and Headings	16
11.7	Gender and Number	16
11.8	Fractional Shares	16
11.9	Government and Other Regulations	16
11.10	Governing Law	17
11.11	Additional Provisions	17
11.12	No Limitations on Rights of Company	17
11.13	Indemnification	17

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EURAMAX HOLDINGS, INC.
EXECUTIVE INCENTIVE PLAN

ARTICLE 1
PURPOSE

1.1.GENERAL. The purpose of the Euramax Holdings, Inc. Executive Incentive Plan (the “Plan”) is to promote the success, and enhance the value, of Euramax Holdings, Inc. (the “Company”), by providing employees, officers, directors and consultants of the Company or any Affiliate (as defined below) with an opportunity to acquire an ownership interest in the Company, thereby encouraging such persons to contribute to and participate in the success of the Company. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates.

ARTICLE 2
DEFINITIONS

2.1.DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

(a)“Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.

(b)“Award” means any award of Restricted Stock or Restricted Stock Units granted to a Participant under the Plan.

(c)“Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

(d)“Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.

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(e)“Board” means the Board of Directors of the Company.

(f)“Cause” shall mean (i) conviction of the Participant for a felony, a crime involving moral turpitude (excluding in each case vehicular offenses) or other act of willful omission involving dishonesty or fraud with respect to the Company, in each case, which causes material harm to the standing and reputation of the Company and after written notice to the Participant or (ii) other than by reason of death, Disability or following the occurrence of an event constituting Good Reason, the Participant’s continued failure to perform his duties (consistent with those duties previously performed by the Participant in his capacity as an employee, officer, consultant or director of the Company and those of a person in a similar position performing such duties for an organization of similar size and structure as the Company) to the Company and/or deliberate failure or deliberate refusal by the Participant to comply with a reasonable written directive of the Board or the Chief Executive Officer of the Company which is consistent with the method and manner of conducting the business of the Company, after written notice and, if susceptible to remedy or cure is not cured or remedied and continues for fifteen (15) business days after the Board has given written notice to the Participant specifying in reasonable detail the manner in which the Participant has continued to fail to perform his duties or refused to comply with such reasonable directive and after the Participant has been afforded an opportunity to be heard by the Board in respect thereto. The Company must notify the Participant of any event constituting Cause within ninety (90) calendar days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Plan.

(g)“Change in Control” means and includes the occurrence of any one of the following events:

(i)during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board of Directors of the Company (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

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(ii)any person becomes a Beneficial Owner, directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or

(iii)the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for

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such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”).

(h)“Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

(i)“Committee” means the committee of the Board described in Article 4.

(j)“Company” means Euramax Holdings, Inc., a Delaware corporation, or any successor corporation.

(k)“Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee, officer, or director of the Company or any Affiliate, as applicable. Continuous Status as a Participant shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, or (iii) any leave of absence authorized in writing by the Company prior to its commencement. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Status as a Participant shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive.

(l)“Disability” shall mean the Participant is unable to perform, in the written opinion of a medical doctor mutually agreed to by the Company and by the Participant or his legal representative (and if the Company and the Participant are unable to agree upon a medical doctor, a third doctor selected by the doctor selected by the Company and the doctor selected by the Participant or his legal representative), by reason of physical or mental incapacity, his duties or obligations under this Agreement, for a period of one hundred twenty (120) consecutive calendar days or a total period of two hundred ten (210) calendar days in any three hundred sixty (360) calendar day period.

(m)“Effective Date” has the meaning assigned such term in Section 3.1.

(n)“Eligible Participant” means an employee, officer, consultant or director of the Company or any Affiliate.

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(o)“Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded.

(p)“Fair Market Value,” on any date, means the fair market value of a share of Stock as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.

(q)“Good Reason,” with respect to any Award, shall mean the occurrence of any of the following events, without the Participant’s express written consent:

(1)   the assignment to the Participant of any duties or responsibilities inconsistent in any material respect with the Participant’s position(s), duties, responsibilities or status with the Company (including any material diminution of his duties, responsibilities or authority;

(2)   a reduction in the Participant’s rate of annual base pay (including, if applicable, annual bonus opportunity) or failure to promptly pay him any such compensation;

(3)   any requirement that Participant (i) be based anywhere more than twenty-five (25) miles from the facility where the Participant is located at the date of grant of such Award or (ii) travel on Company business to an extent that requires extended, overnight travel which is substantially greater than the travel obligations of the Participant immediately prior to the date of grant of such Award; or

(4)   the failure of the Company to continue to make available to the participant a package of benefits including employee benefit plans, welfare benefits, fringe benefits, vacation and sick pay plans which are substantially equivalent, in the aggregate, to those plans in which the Participant was participating immediately prior to the date of grant of such Award.

An action taken in good faith which is remedied by the Company within fifteen (15) business days after receipt of notice thereof given by the participant shall not constitute Good Reason. The Participant must provide notice of termination of employment or service, as the case may be, within ninety (90) calendar days of Participant’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Plan.

(r)“Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be a provided to the grantee within a reasonable time after the Grant Date.

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(s)“Non-Employee Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.

(t)“Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company.

(u)“Participant” means a person who, as an employee, officer, director or consultant of the Company or any Affiliate, has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 8.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.

(v)“Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.

(w)“Plan” means the Euramax Holdings, Inc. Executive Incentive Plan, as amended from time to time.

(x)“Prior Grantee” means a person who is an employee of the Company or any Affiliate of the Company immediately prior to a Change in Control and who has been granted Awards under the Plan prior to such time, whether or not such Awards remain outstanding.

(y)“Restricted Stock” means Stock granted to a Participant under Article 7 that is subject to certain restrictions and to risk of forfeiture.

(z)“Restricted Stock Unit” means the right granted to a Participant under Article 7 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.

(aa)“Restrictive Covenant Agreement” means, with respect to a Participant, that certain Restrictive Covenant Agreement by and between the Company and the Participant.

(bb)“Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution pursuant to Article 10, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Article 10.

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(cc)“Stock” means the $1.00 par value Class A voting common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Article 10.

(dd)“Stockholders Agreement” means that certain Stockholders Agreement dated as of June 29, 2009, by and among the Company and certain stockholders, including Participants who receive Stock pursuant to this Plan.

(ee)“Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

(ff)“1933 Act” means the Securities Act of 1933, as amended from time to time.

(gg)“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

ARTICLE 3
EFFECTIVE TERM OF PLAN

3.1.EFFECTIVE DATE. The Plan shall be effective as of the date it is approved by the Board (the “Effective Date”).

3.2.TERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary of the Effective Date unless earlier terminated as provided herein. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by the applicable terms and conditions of this Plan.

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ARTICLE 4
ADMINISTRATION

4.1.COMMITTEE. The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. Unless and until changed by the Board, the Compensation Committee of the Board is designated as the Committee to administer the Plan. The Board may reserve to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control.

4.2.ACTIONS AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

4.3.AUTHORITY OF COMMITTEE. Except as provided in Section 4.1 and 4.4 hereof, the Committee has the exclusive power, authority and discretion to:

(a)Grant Awards;

(b)Designate Participants;

(c)Determine the type or types of Awards to be granted to each Participant;

(d)Determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;

(c)Determine the terms and conditions of any Award granted under the Plan;

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(f)Prescribe the form of each Award Certificate, which need not be identical for each Participant;

(g)Decide all other matters that must be determined in connection with an Award;

(h)Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;

(i)Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;

(j)Amend the Plan or any Award Certificate as provided herein; and

(k)Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in the United States or such other jurisdictions and to further the objectives of the Plan.

4.4.DELEGATION. The Board may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not be officers of the Company, the authority, within specified parameters as to the number and terms of Awards, to (i) designate officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number of such Awards to be received by any such Participants. The acts of such delegates shall be treated hereunder as acts of the Board and such delegates shall report regularly to the Board and the Committee regarding the delegated duties and responsibilities and any Awards so granted.

4.5.AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.

4.6.GRANT OF AVAILABLE SHARES UPON A CHANGE OF CONTROL. It is the Company’s intent that Awards under the Plan will be primarily granted to employees of the Company and that the full number of Shares reserved and available for issuance under Section 5.1 ultimately will be issued. In the event that, immediately prior to a Change in Control, any Shares remain available for issuance under the Plan (other than Shares which are subject to Awards issued and outstanding at such time) (“Available Shares”), then, all such Available Shares will be issued to Prior Grantees, on a pro rata basis, at or immediately prior to the effective time of the Change in Control. In lieu of the issuance of Available Shares, the Company may issue to a

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Prior Grantee a cash payment equal to the Fair Market Value of the Available Shares allocable to such Prior Grantee, determined as of the date of the Change in Control. The pro rata distribution of Available Shares to a Prior Grantee described above shall be a fraction in which (a) the numerator is the sum of (i) the aggregate number of Shares subject to outstanding Awards held by such Prior Grantee, plus (ii) the aggregate number of Shares which were subject to Awards previously granted to such Prior Grantee, excluding for this purpose any Shares subject to Awards (or portions of Awards) which were forfeited or expired prior to settlement or distribution, and (b) the denominator is 19,737, as may be adjusted pursuant to Article 9 herein.

ARTICLE 5
SHARES SUBJECT TO THE PLAN

5.1.NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 9.1, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 21,737.

5.2.SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the date of grant; but shall be added back to the Plan share reserve in accordance with this Section 5.2.

(a)To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan.

(b)Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan.

(c)Shares withheld from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will again be available for issuance pursuant to Awards granted under the Plan.

(f)To the extent that the full number of Shares subject to an Award is not issued for any reason, only the number of Shares issued and delivered shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.

5.3.STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

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ARTICLE 6
ELIGIBILITY

6.1.GENERAL. Awards may be granted only to Eligible Participants.

ARTICLE 7
RESTRICTED STOCK AND RESTRICTED STOCK UNITS

7.1.GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Committee is authorized to make Awards of Restricted Stock or Restricted Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted Stock or Restricted Stock Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and restrictions applicable to the Award.

7.2.ISSUANCE AND RESTRICTIONS. Restricted Stock or Restricted Stock Units shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, for example, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Unless otherwise provided in the applicable Award Certificate, Awards of Restricted Stock will not entitle the holder to receive dividends or distributions paid in respect of the Shares underlying such Award. Unless otherwise provided in the applicable Award Certificate, a Participant shall have none of the rights of a stockholder with respect to Restricted Stock Units until such time as Shares of Stock are paid in settlement of such Awards.

7.3.FORFEITURE. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Status as a Participant during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall be forfeited.

7.4.DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

ARTICLE 8
PROVISIONS APPLICABLE TO AWARDS

8.1.TERM OF AWARDS. The term of each Award shall be for the period as determined by the Committee.

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8.2.FORM OF PAYMENT OF AWARDS. At the discretion of the Committee, payment of Awards may include such terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including restrictions on transfer and forfeiture provisions.

8.3.LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated taxation, and (ii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.

8.4.BENEFICIARIES. Notwithstanding Section 8.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant, in the manner provided by the Company, at any time provided the change or revocation is filed with the Committee.

8.5.STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan to a Participant is subject to the Stockholders Agreement, the Restrictive Covenant Agreement between the Company and the Participant, if applicable, any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

8.6.ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the termination of a person’s Continuous Status as a Participant by reason of his or her death or Disability, all time-based vesting restrictions on that Participant’s outstanding Awards shall lapse as of the date of termination.

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8.7.ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the occurrence of a Change in Control, all time-based vesting restrictions on outstanding Awards shall lapse.

8.8.ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has occurred as described in Section 8.6 or 8.7 above, the Committee may in its sole discretion at any time determine that all or a part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 8.8.

8.9.FORFEITURE EVENTS. The Committee may specify in an Award Certificate that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting conditions of an Award. Such events may include, but shall not be limited to, (i) termination of employment for Cause, (ii) violation of material Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate.

ARTICLE 9
CHANGES IN CAPITAL STRUCTURE

9.1.MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the authorization limits under Section 5.1 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; and (iii) any other adjustments that the Committee determines to be equitable.

9.2DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in Section 9.1), the Committee may, in its sole discretion, provide that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

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9.3GENERAL. Any discretionary adjustments made pursuant to this Article 10 shall be subject to the provisions of Section 10.2.

ARTICLE 10
AMENDMENT, MODIFICATION AND TERMINATION

10.1.AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval, subject to Section 10.2(b); provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the number of Shares available under the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a material change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to stockholder approval; and provided, further, that the Board or Committee may condition any other amendment or modification on the approval of stockholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable (i) to comply with the listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations.

10.2.AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however:

(a)Subject to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award;

(b)No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby.

10.3.COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 10.3 to any Award granted under the Plan without further consideration or action.

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ARTICLE 11
GENERAL PROVISIONS

11.1.RIGHTS OF PARTICIPANTS.

(a)No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).

(b)Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any Participant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.

(c)Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 11, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or an of its Affiliates.

(d)No Award gives a Participant any of the rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

11.2.WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

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11.3.SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

11.4.RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.

11.5.EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates.

11.6.TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

11.7.GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

11.8.FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.

11.9.GOVERNMENT AND OTHER REGULATIONS.

(a)Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act.

(b)Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no

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Shares may be purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.

11.10.GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed by the laws of the State of Delaware.

11.11.ADDITIONAL PROVISIONS. Each Award Certificate may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan.

11.12.NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.

11.13.INDEMNIFICATION. Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Article 4 shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a

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result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

The foregoing is hereby acknowledged as being the Euramax Holdings, Inc. Executive Incentive Plan as adopted by the Board on September 24, 2009.

EURAMAX HOLDINGS, INC.
By:
Its:	President & CEO

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EX-10.10

Exhibit 10.10

EXECUTION COPY

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into this 1st day of June 2011 (the “Effective Date”) by and between Euramax Holdings, Inc., a Delaware corporation (“Holdings”), Euramax International, Inc., a Delaware corporation (the “Company”) and Mitchell Lewis (“Executive”).

WITNESSETH

WHEREAS, Executive is currently employed as the Chief Executive Officer of Holdings subject to the terms of that certain Amended and Restated Executive Employment Agreement dated June 12, 2009 between the Company and Holdings (the “Prior Employment Agreement”) and

WHEREAS, Holdings, the Company and Executive now desire to amend and restate the Prior Employment Agreement to reflect a change in Executive’s compensation.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:

ARTICLE I

Definitions

1.             Definitions:  As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a)           “Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person including, without limitation, any employee of such Person, The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

(b)           “Business Day” means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in New York, New York.

(c)           “Cause” means (i) conviction of the Executive for a felony, a crime involving moral turpitude (excluding in each case vehicular offenses) or other act or willful omission involving dishonesty or fraud with respect to any member of the Company Group, in each case, which causes material harm to the standing and reputation of any member of the Company Group and after written notice to Executive or (ii) other than by reason of death,

Permanent Disability or termination of employment by Executive based on the occurrence of an event constituting Good Reason, Executive’s continued failure to perform his duties (consistent with those duties previously performed by Executive in his capacity as an executive officer of the Company and those of an executive officer in an organization of similar size and structure as the Company) to the Company and/or deliberate failure or deliberate refusal by Executive to comply with a reasonable written directive of the Company Board after written notice and, if susceptible to remedy or cure is not cured or remedied and continues for fifteen (15) Business Days after the Company Board has given written notice to the Executive specifying in reasonable detail the manner in which Executive has continued to fail to perform his duties or refused to comply with such reasonable directive and after the Executive has been afforded an opportunity to be heard by the Company Board in respect thereto. The Company must notify Executive of any event constituting Cause within ninety (90) calendar days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

(d)           “Company” means Euramax International, Inc., a Delaware corporation.

(e)           “Company Board” means the Board of Directors of the Company.

(f)            “Company Group” means, collectively, Holdings, the Company, its Subsidiaries and their respective successors and assigns.

(g)           “Date of Termination” means (1) the effective date on which Executive’s employment by the Company terminates as specified in a prior written notice by the Company or Executive, as the case may be, to the other, delivered pursuant to Section 5.3, or (2) if Executive’s employment by the Company terminates by reason of death, the date of death of Executive.

(h)           “Good Reason” means the occurrence of any of the following events after the Effective Date, without Executive’s express written consent:

(1)           the assignment to Executive of any duties or responsibilities inconsistent in any material respect with Executive’s position(s), duties, responsibilities or status with the Company, Holdings or any other member of the Company Group immediately prior to the Effective Date (including any material diminution of his duties, responsibilities or authority and including without limitation, the Executive ceasing to serve as the sole Chief Executive Officer of the Company or Holdings or ceasing to be the only officer or employee of the Company reporting directly to the Company Board or of Holdings reporting to the Holdings Board, or ceasing to have the other officers or employees of the Company or Holdings or any other member of the Company Group report, directly or indirectly, to him only);

(2)           a material reduction in Executive’s rate of annual Base Salary or annual Bonus opportunity as in effect immediately prior to the Effective Date or failure to promptly pay him any such compensation;

(3)           any requirement that Executive (i) be based anywhere more than twenty-five (25) miles from the facility where Executive is located as of the Effective Date or (ii) travel on business relating to any member of the Company Group to an extent

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that requires extended, overnight travel which is substantially greater than the travel obligations of Executive immediately prior to the Effective Date; or

(4)           the failure of the Company or any other member of the Company Group to continue to make available to Executive a package of benefits including employee benefit plans, welfare benefits, fringe benefits, vacation and sick pay plans which are substantially equivalent, in the aggregate, to those plans in which Executive is participating immediately prior to the Effective Date.

An action taken in good faith and which is remedied by the Company within thirty (30) Business Days after receipt of notice thereof given by Executive shall not constitute Good Reason. Executive must provide notice of termination of employment providing for a Date of Termination within ninety (90) calendar days of Executive’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Agreement.

(i)            “Holdings” means Euramax Holdings, Inc., a Delaware corporation.

(j)            “Holdings Board” means the Board of Directors of Holdings.

(k)           “Nonqualifying Termination” means a termination of Executive’s employment (1) by the Company for Cause, (2) by Executive for any reason other than Good Reason, (3) as a result of Executive’s death, or (4) by the Company due to Executive’s Permanent Disability.

(l)            “Permanent Disability” means Executive is unable to perform, in the written opinion of a medical doctor mutually agreed to by the Company and by the Executive or his legal representative (and if the Company and Executive are unable to agree upon a medical doctor, a third doctor selected by the doctor selected by the Company and the doctor selected by Executive or his legal representative), by reason of physical or mental incapacity, his duties or obligations under this Agreement, for a period of one hundred twenty (120) consecutive calendar days or a total period of two hundred ten (210) calendar days in any three hundred sixty (360) calendar day period.

(m)          “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization, a governmental entity, or any department, agency or political subdivision thereof, or any other entity.

(n)           “Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed

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to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, association or other business entity.

ARTICLE II

Employment

2.1           Employment.  The Company agrees to employ Executive, and Executive hereby accepts employment with the Company, and such other members of the Company Group as the Company Board shall determine, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending on the last day of the Employment Period (as provided in Section 2.4 hereof).

2.2           Position and Duties

(a)           Commencing on the Effective Date and continuing during the Employment Period, Executive shall serve as Chief Executive Officer of each of the Company and Holdings as well as such other members of the Company Group as the Company Board shall determine and, in each case, shall have the normal duties, responsibilities and authority of a Person serving in such capacity in an organization of similar size and structure as the Company, Holdings or such other member of the Company Group, respectively, subject in each instance to the supervision and direction of the board of Directors of the applicable member of the Company Group.

(b)           Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Group.  The Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.  Executive shall not be required to change his principal residence from Atlanta, Georgia.

2.3Base Salary, Bonus and Benefits.

(a)           During the Employment Period, Executive’s base salary shall be $600,000 per annum or such greater amount as the Company Board shall determine, from time to time, in its sole discretion (the “Base Salary”), which Base Salary shall be payable in regular installments in accordance with the Company Group’s general payroll practices and shall be subject to customary withholding.

(b)           During the Employment Period, Executive shall be eligible for an annual bonus pursuant to the Euramax Incentive Compensation Plan or such other bonus plan approved by the Company Board (the “Bonus”).  The Company and Executive acknowledge and agree that the target Bonus shall be 100% of Executive’s Base Salary.

(c)           During the Employment Period, consistent with past custom and practice, Executive shall be eligible to participate in such of the Company’s or its Subsidiaries’ employee benefit programs for which senior executive employees of the Company Group are

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generally eligible, as the Company Board shall determine, including, without limitation, the benefits he is currently receiving (“Benefits”).

2.4           Term.  Unless Executive’s employment is sooner terminated pursuant to Article III, the Company shall employ Executive for a term commencing on the Effective Date and ending on the second anniversary of the Effective Date; provided, however, that on each day following the Effective Date the period of Executive’s employment pursuant to this Agreement shall be automatically extended, upon the same terms and conditions, for an additional day unless the Company gives 60 days’ prior written notice (a “Non-Extension Notice”) to Executive of its election not to extend such period of Executive’s employment hereunder, in which event the automatic day-by-day extension shall cease.  The period beginning on the Effective Date and ending on the earlier of (A) the Date of Termination and (B) the second anniversary of the 60th day following receipt by Executive of a Non-Extension Notice delivered pursuant to this Section 2.4 shall be referred to herein as the “Employment Period”.

ARTICLE III

Payments upon Termination of Employment

3.1           Certain Payments Upon Termination of Employment during Employment Period.  If during the Employment Period the employment of Executive shall terminate, other than by reason of a Nonqualifying Termination, and Executive agrees upon such termination to execute a release, in the same form as attached hereto as Exhibit A, with respect to all tort and contract claims, as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances, then the Company shall pay to Executive (or Executive’s beneficiary or estate) on the thirtieth (30th) calendar day after such Non-Qualifying Termination (provided that the Company has received the signed release and such release has become irrevocable by such 30th day), as compensation for services rendered to the Company, a lump-sum cash amount equal to the sum of:

(a)Executive’s Base Salary through the Date of Termination and any unpaid bonus for the fiscal year ending prior to the Date of Termination to the extent not theretofore paid;

(b)A pro rata portion of Executive’s annual Bonus in an amount at least equal to: 50% (or such higher percentage as shall then be applicable to Executive pursuant to the Euramax Incentive Bonus Plan (such plan being the “Bonus Plan” and such higher percentage being the “Higher Percentage”) for the fiscal year in which the Date of Termination occurs) of Executive’s annualized Base Salary for the fiscal year in which the Date of Termination occurs, multiplied by (ii) a fraction, the numerator of which is the number of calendar days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365);

(c)Any accrued vacation pay to the extent not theretofore paid;

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(d)Two times Executive’s annualized rate of Base Salary in effect 30 days prior to the Date of Termination (disregarding any change therein which constitutes Good Reason hereunder);

(e)Two times 50% of Executive’s annualized Base Salary for the fiscal year in which Executive’s Date of Termination occurs (disregarding any change therein which constitutes Good Reason hereunder); and

(f)For a period of twenty-four (24) months following the Date of Termination, the Company will provide Executive and his qualified beneficiaries, as defined in Section 4980B(g)(1)(A) of the Code, continued coverage under all insurance plans of the Company, including, without limitation, all medical insurance and other health plans, life insurance and disability insurance plans of the Company (the “Continued Benefits”) in which Executive or his qualified beneficiaries were a participant immediately prior to the Date of Termination or successor plans thereto, subject to the timely payment (inclusive of an extra thirty (30) day grace period with notice) by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of the Company under the terms of such plans in effect from time to time.

Any amount paid pursuant to Section 3.1 shall be in lieu of any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any severance plan or policy of the Company.

3.2           Payments upon Nonqualifying Termination during the Employment Period.

(a)           If the Executive’s employment is terminated by the Company Board for Cause, the Executive shall be entitled to his Base Salary and Benefits up to the Date of Termination, but shall not be entitled to any further Base Salary or any Bonus or Benefits for that year, prior years, or any future year, or to any severance compensation of any kind, nature or amount.  A termination of Executive’s employment for Cause shall be effected, after resolution duly adopted by a majority of the directors of the Company Board, by written notice to Executive, with the basis for such Cause being specified in the notice.

(b)           If the Executive’s employment is terminated as a result of his death or Permanent Disability, the Company shall pay or cause to be paid to Executive or his estate, as applicable, (i) all previously earned and accrued but unpaid Base Salary and Benefits up to the Date of Termination, (ii) all previously awarded but unpaid Bonus and (iii) such Bonus (if any) for the current year as the Company Board determines, but neither Executive nor his estate shall be entitled to any further Base Salary, Benefits or any Bonus for that year or any future year or to any severance compensation of any kind, nature or amount.

(c)           If the Executive’s employment is terminated as a result of Executive’s voluntary resignation without Good Reason, Executive shall be entitled to receive

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his Base Salary and all Benefits up to the Date of Termination, but shall not be entitled to any further Base Salary or any Bonus or Benefits for that year, prior years, or any future year or to any severance compensation of any kind, nature or amount.

3.3           Certain Conditions.

(a)           Without limiting the Company’s ability to enforce the provisions of Article IV hereof, Executive agrees that Executive shall be entitled to the payments and benefits provided for in paragraph 3.1 if and only if Executive (i) has not materially breached as of the Date of Termination the provisions of Sections 4.2 or 4.3 hereof or (ii) has remedied or cured any breach of the provisions of Sections 4.2 or 4.3 hereof within 15 Business Days after receipt of written notice from the Company of a breach of any such provisions, and (iii) does not breach or fail to remedy or cure any breach of any such sections within 15 Business Days after receipt of written notice from the Company of a breach of any such provisions at any time during the NonCompete Period (as defined below); provided, that (a) the Company’s obligation to make such payments or provide such services will terminate upon the occurrence of any such breach that is not remedied or cured as provided herein during such NonCompete Period and (b) if such payments have been made to Executive in a lump sum pursuant to paragraph 3.1 hereto, Executive shall immediately repay to the Company in cash an amount equal to the after-tax amount of such lump sum payments multiplied by a fraction, the numerator of which shall be twenty-four minus the number of completed months in the Noncompete Period preceding the breach, and the denominator of which shall be twenty-four; and provided further that in the event the Company materially breaches its obligation to make payments and provide benefits provided for in paragraph 3.1, and the Company has not remedied or cured such breach within 15 Business Days after receiving written notice from the Executive the Executive’s obligations under the provisions of Section 4.3 shall immediately terminate.

(b)Section 409A Specified Employee.

(i)            Notwithstanding anything to the contrary contained herein, if the Executive is a “specified employee” for purposes of Section 409A of the Internal Revenue Code (the “Code”) and regulations and other interpretive guidance issued thereunder (“Section 409A”), the Company shall not commence payment of the amounts specified in Section 3.1 to the Executive until one (1) day after the day which is six (6) months after the Executive’s termination date (the “Delay Period”), with the first (1st) payment equaling the total of all payment that would have been paid during the Delay Period but for the application of Section 409A to such payments.  For purposes of this Agreement, the Executive’ s employment with the Company shall be considered to have terminated when the Executive incurs a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code, and applicable administrative guidance issued thereunder.

(ii)           To the extent that benefits to be provided to the Executive pursuant to Section 2(ii) of this Agreement are not (A) “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 1.409A-1(a)(5) or (B) other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall be delayed until the end of the Delay Period, unless the Executive’s termination occurs by reason of his death.  Notwithstanding the foregoing,

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to the extent that the previous sentence applies to the provision of any ongoing benefits that would not be required to be delayed if the premiums were paid by the Executive, the Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period within ten (10) days after the end of the Delay Period.

(iii)          To the extent that any benefits to be provided to the Executive pursuant to this Agreement are considered nonqualified deferred compensation and are reimbursements subject to Treasury Regulation Section 1.409A-3(i)(1)(iv), then (i) the reimbursement of eligible expenses related to such benefits shall be made on or before the last day of the Executive’s taxable year following the Executive’s taxable year in which the expense was incurred and (ii) notwithstanding anything to the contrary in this Agreement or any plan providing for such benefits the amount of expenses eligible for reimbursement during any taxable year of the Executive shall not affect the expenses eligible for reimbursement in any other taxable year.

(c)           In the event (i) Executive’s employment is terminated by the Company for Cause and Executive disputes such finding of Cause or (ii) Executive terminates his employment for Good Reason and the Company dispute that such Good Reason exists, then the prevailing party in any such dispute shall be entitled to reimbursement by the other party for all reasonable legal fees and expenses incurred by such prevailing party in such dispute, provided that, in the event the Company is the prevailing party, the amount that Executive would be required to reimburse shall in the aggregate not exceed the amount of legal fees and expenses incurred by Executive.

3.4           Expedited Arbitration.

(a)           If there is a dispute between the Company and Executive of the nature described in Sections 3.3(c)(i) or 3.3(c)(ii), then such dispute shall, at the request of either party, be resolved solely by arbitration in Fulton County, Georgia under the Expedited Procedures provision of the Commercial Arbitration Rules of the American Arbitration Association or any successor thereto (the “AAA”); provided, however, that the provisions of this Section 3.4 shall supersede any conflicting or inconsistent provisions of said provisions; and further provided, that with respect to any such arbitration, (i) the list of proposed arbitrators referred to in Rule E-4 shall be returned with any names stricken within five (5) days from the date of mailing by the AAA of the list of proposed arbitrators; (ii) the parties shall notify the AAA by telephone, within four (4) days of any objections to the arbitrator appointed and shall have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with Rule E-4(c); (iii) the notice of the hearing on the matter shall be four (4) days in advance of the hearing and (iv) the hearing shall be held within five (5) days after the appointment of the arbitrator.  Time shall be of the essence as to the time periods set forth in this Section 3.4.

(b)           It is expressly understood that the decision of any arbitrator in accordance with this Section 3.4 shall be final and binding upon the parties hereto and non-appealable.  The arbitrator conducting any arbitration shall be bound by the provisions of this Agreement and shall not have the power to add to, subtract from, or otherwise modify such

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provisions.  The Company and Executive agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder which shall be binding and conclusive on the parties and shall constitute an “award” by the arbitrator within the meaning of the AAA rules and applicable laws.

ARTICLE IV

Confidentiality, Noncompete, Nonsolicitation

4.1           Confidential Information.  Executive acknowledges that the information, observations and data obtained by him while employed by the Company or any other member of the Company Group (whether prior to or during the Employment Period) concerning the business or affairs of any member of the Company Group (“Confidential Information”) are the property of the Company or such other member of the Company Group.  Therefore, Executive agrees that he shall not disclose to any unauthorized person or use for his own account any Confidential Information without the prior written consent of the Company Board, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act.  Executive shall deliver to the Company at the termination of Executive’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) and the business of the Company Group which he may then posses or have under his control.

4.2           Inventions and Patents.  Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Company Group’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive while employed by the Company or any other member of the Company Group (whether prior to or during the Employment Period) (the “Work Product”) belong to the Company or such other member of the Company Group.  Executive will promptly disclose such Work Product to the Company Board and perform all actions reasonably requested by the Company Board (whether during or after Executive’s Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

4.3           Noncompete, Nonsolicitation

(a)           Executive acknowledges that in the course of his employment with the Company or any other member of the Company Group he has become familiar, and he will become familiar, with the Company Group’s trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company Group.  Therefore, Executive agrees that, during the time he is employed by the Company or any other member of the Company Group and for so long as Executive is entitled to receive severance payments hereunder or otherwise or for twenty-four (24) months thereafter if Executive voluntarily resigns (the “Noncompete Period”), Executive shall not

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directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business with any person (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with the businesses of any member of the Company Group as such businesses exist or are in process on the Date of Termination of Executive’s employment, within any geographical area in which the Company Group engages or plans on the Date of Termination of Executive’s employment to engage in such businesses.  Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

(b)           During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any other member of the Company Group to leave the employ of the Company or such other member of the Company Group, or in any way interfere with the relationship between any member of the Company Group and any employee thereof, (ii) hire any person who was an employee of the Company or any other member of the Company Group at any time within the six-month period prior to the Date of Termination of Executive’s employment with the Company or any other member of the Company Group, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, franchisor or other business relation of the Company or any other member of the Company Group to cease doing business with the Company or such other member of the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee, franchisor or business relation and the Company or any other member of the Company Group.

(c)           Executive agrees that: (i) the covenants set forth in this Section 4.3 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement.

(d)           If, at the time of enforcement of this Section 4.3, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the state duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

ARTICLE V

Miscellaneous

5.1           Withholding Taxes.  The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

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5.2Successors: Binding Agreement.

(a)           This Agreement shall not be terminated by any merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any other member of the Company Group (a “Business Combination”). In the event of any Business Combination, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the Person to which such assets are transferred (the “Surviving Company”) and such Surviving Company shall be treated as the Company hereunder.

(b)           This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die and, under the terms of this Agreement, any payment would be required to Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such Person or Persons appointed in writing by Executive to receive such amounts or, if no Person is so appointed, to Executive’s estate.

5.3Notice.

(a)           For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) Business Days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

If to the Executive:	At the last known address shown in the Company’s personnel records
If to the Company or Holdings:	Euramax Holdings, Inc.
	5445 Triangle Parkway
	Suite 350
	Norcross, Georgia 30092
	ATTN: Corporate Secretary

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b)           A written notice of Executive’s Date of Termination by the Company or Executive, as the case may be, to the other, shall (1) indicate the specific termination provision in this Agreement relied upon, (2) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (3) specify the Termination Date. The failure by Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstances in enforcing Executive’s or the Company’s rights hereunder.

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5.4           Full Settlement.  From and after the Effective Date, this Agreement constitutes the entire agreement between the parties hereto, and supersede all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof.  In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable or benefits provided to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment and shall not be reduced by offset against any amount claimed to be owed by the Executive to the Company.

5.5           Governing Law, Validity.  The interpretation, construction and performance of this agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Delaware without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement, which other provisions shall remain in full force and effect.  Other than those disputes that will be governed by Section 3.4 of this Agreement, in the event of any dispute, claim, or litigation arising out of or relating in any way to this Agreement, the parties hereby agree and consent to be subject to the jurisdiction of the state courts of Fulton County, Georgia.  The parties hereby irrevocably waive, to the fullest extent permitted by law, (a) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such court, (b) any claim that any suit, action or proceeding brought in such court has been brought in an inconvenient forum, and (c) any defense that it may now or hereafter have based on lack of personal jurisdiction in such forum.

5.6           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

5.7           Miscellaneous.  No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries under any other employee benefit plan or compensation program of the Company.

Signature page follows

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IN WITNESS WHEREOF, each of the Company and Holdings has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

EURAMAX HOLDINGS, INC.		EXECUTIVE:
By:	/s/ Michael D. Lundin	/s/ Mitchell Lewis
		Mitchell Lewis
Title:	/s/ Chairman
EURAMAX INTERNATIONAL, INC.
By:	/s/ R. Scott Vansant
Title:	/s/ Vice President and Chief Financial Officer

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EX-10.11

Exhibit 10.11

EXECUTION COPY

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into this 12th day of June 2009 (the “Effective Date”) by and between Euramax Holdings, Inc., a Delaware corporation (“Holdings”), Euramax International, Inc., a Delaware corporation (the “Company”) and Scott Vansant (“Executive”).

WITNESSETH

WHEREAS, Executive is currently employed as the Chief Financial Officer of Holdings subject to the terms of that certain employment agreement, between the Executive and Holdings (the “Prior Employment Agreement”) and

WHEREAS, Holdings, the Company and Executive now desire to amend and restate the Prior Employment Agreement to, among other things, provide that Executive is an employee of the Company.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:

ARTICLE I

Definitions

1.Definitions:  As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a)“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person including, without limitation, any employee of such Person, The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

(b)“Business Day” means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in New York, New York.

(c)“Cause” means (i) conviction of the Executive for a felony, a crime involving moral turpitude (excluding in each case vehicular offenses) or other act or willful omission involving dishonesty or fraud with respect to any member of the Company Group, in each case, which causes material harm to the standing and reputation of any member of the

Company Group and after written notice to Executive or (ii) other than by reason of death, Permanent Disability or termination of employment by Executive based on the occurrence of an event constituting Good Reason, Executive’s continued failure to perform his duties (consistent with those duties previously performed by Executive in his capacity as an executive officer of the Company and those of an executive officer in an organization of similar size and structure as the Company) to the Company and/or deliberate failure or deliberate refusal by Executive to comply with a reasonable written directive of the Company Board after written notice and, if susceptible to remedy or cure is not cured or remedied and continues for fifteen (15) Business Days after the Company Board has given written notice to the Executive specifying in reasonable detail the manner in which Executive has continued to fail to perform his duties or refused to comply with such reasonable directive and after the Executive has been afforded an opportunity to be heard by the Company Board in respect thereto. The Company must notify Executive of any event constituting Cause within ninety (90) calendar days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

(d)“Company” means Euramax International, Inc., a Delaware corporation.

(e)“Company Board” means the Board of Directors of the Company.

(f)“Company Group” means, collectively, Holdings, the Company, its Subsidiaries and their respective successors and assigns.

(g)“Date of Termination” means (1) the effective date on which Executive’s employment by the Company terminates as specified in a prior written notice by the Company or Executive, as the case may be, to the other, delivered pursuant to Section 5.3, or (2) if Executive’s employment by the Company terminates by reason of death, the date of death of Executive.

(h)“Good Reason” means the occurrence of any of the following events after the Effective Date, without Executive’s express written consent:

(1)the assignment to Executive of any duties or responsibilities inconsistent in any material respect with Executive’s position(s), duties, responsibilities or status with the Company, Holdings or any other member of the Company Group immediately prior to the Effective Date (including any material diminution of his duties, responsibilities or authority and including without limitation, the Executive ceasing to serve as the sole Chief Financial Officer of the Company or Holdings or ceasing to be the only officer or employee of the Company reporting directly to the Company Board or of Holdings reporting to the Holdings Board, or ceasing to have the other officers or employees of the Company or Holdings or any other member of the Company Group report, directly or indirectly, to him only);

(2)a material reduction in Executive’s rate of annual Base Salary or annual Bonus opportunity as in effect immediately prior to the Effective Date or failure to promptly pay him any such compensation;

(3)any requirement that Executive (i) be based anywhere more than twenty-five (25) miles from the facility where Executive is located as of the Effective

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Date or (ii) travel on business relating to any member of the Company Group to an extent that requires extended, overnight travel which is substantially greater than the travel obligations of Executive immediately prior to the Effective Date; or

(4)the failure of the Company or any other member of the Company Group to continue to make available to Executive a package of benefits including employee benefit plans, welfare benefits, fringe benefits, vacation and sick pay plans which are substantially equivalent, in the aggregate, to those plans in which Executive is participating immediately prior to the Effective Date.

An action taken in good faith and which is remedied by the Company within thirty (30) Business Days after receipt of notice thereof given by Executive shall not constitute Good Reason. Executive must provide notice of termination of employment providing for a Date of Termination within ninety (90) calendar days of Executive’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Agreement.

(i)“Holdings” means Euramax Holdings, Inc., a Delaware corporation.

(j)“Holdings Board” means the Board of Directors of Holdings.

(k)“Nonqualifying Termination” means a termination of Executive’s employment (1) by the Company for Cause, (2) by Executive for any reason other than Good Reason, (3) as a result of Executive’s death, or (4) by the Company due to Executive’s Permanent Disability.

(l)“Permanent Disability” means Executive is unable to perform, in the written opinion of a medical doctor mutually agreed to by the Company and by the Executive or his legal representative (and if the Company and Executive are unable to agree upon a medical doctor, a third doctor selected by the doctor selected by the Company and the doctor selected by Executive or his legal representative), by reason of physical or mental incapacity, his duties or obligations under this Agreement, for a period of one hundred twenty (120) consecutive calendar days or a total period of two hundred ten (210) calendar days in any three hundred sixty (360) calendar day period.

(m)“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization, a governmental entity, or any department, agency or political subdivision thereof, or any other entity.

(n)“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of

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that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, association or other business entity.

ARTICLE II

Employment

2.1Employment.  The Company agrees to employ Executive, and Executive hereby accepts employment with the Company, and such other members of the Company Group as the Company Board shall determine, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending on the last day of the Employment Period (as provided in Section 2.4 hereof).

2.2Position and Duties

(a)Commencing on the Effective Date and continuing during the Employment Period, Executive shall serve as Chief Financial Officer of each of the Company and Holdings as well as such other members of the Company Group as the Company Board shall determine and, in each case, shall have the normal duties, responsibilities and authority of a Person serving in such capacity in an organization of similar size and structure as the Company, Holdings or such other member of the Company Group, respectively, subject in each instance to the supervision and direction of the board of Directors of the applicable member of the Company Group.

(b)Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Group.  The Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.  Executive shall not be required to change his principal residence from Atlanta, Georgia.

2.3Base Salary, Bonus and Benefits.

(a)During the Employment Period, Executive’s base salary shall be $305,000 per annum or such greater amount as the Company Board shall determine, from time to time, in its sole discretion (the “Base Salary”), which Base Salary shall be payable in regular installments in accordance with the Company Group’s general payroll practices and shall be subject to customary withholding.

(b)During the Employment Period, Executive shall be eligible for an annual bonus pursuant to the Euramax Incentive Compensation Plan or such other bonus plan approved by the Company Board (the “Bonus”).  The Company and Executive acknowledge and agree that the target Bonus shall be 50% of Executive’s Base Salary.

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(c)During the Employment Period, consistent with past custom and practice, Executive shall be eligible to participate in such of the Company’s or its Subsidiaries’ employee benefit programs for which senior executive employees of the Company Group are generally eligible, as the Company Board shall determine, including, without limitation, the benefits he is currently receiving (“Benefits”).

2.4Term.  Unless Executive’s employment is sooner terminated pursuant to Article III, the Company shall employ Executive for a term commencing on the Effective Date and ending on the second anniversary of the Effective Date; provided, however, that on each day following the Effective Date the period of Executive’s employment pursuant to this Agreement shall be automatically extended, upon the same terms and conditions, for an additional day unless the Company gives 60 days’ prior written notice (a “Non-Extension Notice”) to Executive of its election not to extend such period of Executive’s employment hereunder, in which event the automatic day-by-day extension shall cease.  The period beginning on the Effective Date and ending on the earlier of (A) the Date of Termination  and (B) the second anniversary of the 60th day following receipt by Executive of a Non-Extension Notice delivered pursuant to this Section 2.4 shall be referred to herein as the “Employment Period”.

ARTICLE III

Payments upon Termination of Employment

3.1Certain Payments Upon Termination of Employment during Employment Period.  If during the Employment Period the employment of Executive shall terminate, other than by reason of a Nonqualifying Termination, and Executive agrees upon such termination to execute a release, in the same form as attached hereto as Exhibit A, with respect to all tort and contract claims, as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances, then the Company shall pay to Executive (or Executive’s beneficiary or estate) on the thirtieth (30th) calendar day after such Non-Qualifying Termination (provided that the Company has received the signed release and such release has become irrevocable by such 30th day), as compensation for services rendered to the Company, a lump-sum cash amount equal to the sum of:

(a)Executive’s Base Salary through the Date of Termination and any unpaid bonus for the fiscal year ending prior to the Date of Termination to the extent not theretofore paid;

(b)A pro rata portion of Executive’s annual Bonus in an amount at least equal to: 50% (or such higher percentage as shall then be applicable to Executive pursuant to the Euramax Incentive Bonus Plan (such plan being the “Bonus Plan” and such higher percentage being the “Higher Percentage”) for the fiscal year in which the Date of Termination occurs) of Executive’s annualized Base Salary for the fiscal year in which the Date of Termination occurs, multiplied by (ii) a fraction, the numerator of which is the number of calendar days in the fiscal year in which the Date

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of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365);

(c)Any accrued vacation pay to the extent not theretofore paid;

(d)Two times Executive’s annualized rate of Base Salary in effect 30 days prior to the Date of Termination (disregarding any change therein which constitutes Good Reason hereunder);

(e)Two times 50% of Executive’s annualized Base Salary for the fiscal year in which Executive’s Date of Termination occurs (disregarding any change therein which constitutes Good Reason hereunder); and

(f)For a period of twenty-four (24) months following the Date of Termination, the Company will provide Executive and his qualified beneficiaries, as defined in Section 4980B(g)(1)(A) of the Code, continued coverage under all insurance plans of the Company, including, without limitation, all medical insurance and other health plans, life insurance and disability insurance plans of the Company (the “Continued Benefits”) in which Executive or his qualified beneficiaries were a participant immediately prior to the Date of Termination or successor plans thereto, subject to the timely payment (inclusive of an extra thirty (30) day grace period with notice) by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of the Company under the terms of such plans in effect from time to time.

Any amount paid pursuant to Section 3.1 shall be in lieu of any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any severance plan or policy of the Company.

3.2Payments upon Nonqualifying Termination during the Employment Period.

(a)If the Executive’s employment is terminated by the Company Board for Cause, the Executive shall be entitled to his Base Salary and Benefits up to the Date of Termination, but shall not be entitled to any further Base Salary or any Bonus or Benefits for that year, prior years, or any future year, or to any severance compensation of any kind, nature or amount.  A termination of Executive’s employment for Cause shall be effected, after resolution duly adopted by a majority of the directors of the Company Board, by written notice to Executive, with the basis for such Cause being specified in the notice.

(b)If the Executive’s employment is terminated as a result of his death or Permanent Disability, the Company shall pay or cause to be paid to Executive or his estate, as applicable, (i) all previously earned and accrued but unpaid Base Salary and Benefits up to the Date of Termination, (ii) all previously awarded but unpaid Bonus and (iii) such Bonus (if any) for the current year as the Company Board determines, but neither Executive nor his estate shall

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be entitled to any further Base Salary, Benefits or any Bonus for that year or any future year or to any severance compensation of any kind, nature or amount.

(c)If the Executive’s employment is terminated as a result of Executive’s voluntary resignation without Good Reason, Executive shall be entitled to receive his Base Salary and all Benefits up to the Date of Termination, but shall not be entitled to any further Base Salary or any Bonus or Benefits for that year, prior years, or any future year or to any severance compensation of any kind, nature or amount.

3.3Certain Conditions.

(a)Without limiting the Company’s ability to enforce the provisions of Article IV hereof, Executive agrees that Executive shall be entitled to the payments and benefits provided for in paragraph 3.1 if and only if Executive (i) has not materially breached as of the Date of Termination the provisions of Sections 4.2 or 4.3 hereof or (ii) has remedied or cured any breach of the provisions of Sections 4.2 or 4.3 hereof within 15 Business Days after receipt of written notice from the Company of a breach of any such provisions, and (iii) does not breach or fail to remedy or cure any breach of any such sections within 15 Business Days after receipt of written notice from the Company of a breach of any such provisions at any time during the NonCompete Period (as defined below); provided, that (a) the Company’s obligation to make such payments or provide such services will terminate upon the occurrence of any such breach that is not remedied or cured as provided herein during such NonCompete Period and (b) if such payments have been made to Executive in a lump sum pursuant to paragraph 3.1 hereto, Executive shall immediately repay to the Company in cash an amount equal to the after-tax amount of such lump sum payments multiplied by a fraction, the numerator of which shall be twenty-four minus the number of completed months in the Noncompete Period preceding the breach, and the denominator of which shall be twenty-four; and provided further that in the event the Company materially breaches its obligation to make payments and provide benefits provided for in paragraph 3.1, and the Company has not remedied or cured such breach within 15 Business Days after receiving written notice from the Executive the Executive’s obligations under the provisions of Section 4.3 shall immediately terminate.

(b)Section 409A Specified Employee.

(i)Notwithstanding anything to the contrary contained herein, if the Executive is a “specified employee” for purposes of Section 409A of the Internal Revenue Code (the “Code”) and regulations and other interpretive guidance issued thereunder (“Section 409A”), the Company shall not commence payment of the amounts specified in Section 3.1 to the Executive until one (1) day after the day which is six (6) months after the Executive’s termination date (the “Delay Period”), with the first (1st) payment equaling the total of all payment that would have been paid during the Delay Period but for the application of Section 409A to such payments.  For purposes of this Agreement, the Executive’ s employment with the Company shall be considered to have terminated when the Executive incurs a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code, and applicable administrative guidance issued thereunder.

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(ii)To the extent that benefits to be provided to the Executive pursuant to Section 2(ii) of this Agreement are not (A) “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 1.409A-1(a)(5) or (B) other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall be delayed until the end of the Delay Period, unless the Executive’s termination occurs by reason of his death.  Notwithstanding the foregoing, to the extent that the previous sentence applies to the provision of any ongoing benefits that would not be required to be delayed if the premiums were paid by the Executive, the Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period within ten (10) days after the end of the Delay Period.

(iii)To the extent that any benefits to be provided to the Executive pursuant to this Agreement are considered nonqualified deferred compensation and are reimbursements subject to Treasury Regulation Section 1.409A-3(i)(1)(iv), then (i) the reimbursement of eligible expenses related to such benefits shall be made on or before the last day of the Executive’s taxable year following the Executive’s taxable year in which the expense was incurred and (ii) notwithstanding anything to the contrary in this Agreement or any plan providing for such benefits the amount of expenses eligible for reimbursement during any taxable year of the Executive shall not affect the expenses eligible for reimbursement in any other taxable year.

(c)In the event (i) Executive’s employment is terminated by the Company for Cause and Executive disputes such finding of Cause or (ii) Executive terminates his employment for Good Reason and the Company dispute that such Good Reason exists, then the prevailing party in any such dispute shall be entitled to reimbursement by the other party for all reasonable legal fees and expenses incurred by such prevailing party in such dispute, provided that, in the event the Company is the prevailing party, the amount that Executive would be required to reimburse shall in the aggregate not exceed the amount of legal fees and expenses incurred by Executive.

3.4Expedited Arbitration.

(a)If there is a dispute between the Company and Executive of the nature described in Sections 3.3(c)(i) or 3.3(c)(ii), then such dispute shall, at the request of either party, be resolved solely by arbitration in Fulton County, Georgia under the Expedited Procedures provision of the Commercial Arbitration Rules of the American Arbitration Association or any successor thereto (the “AAA”); provided, however, that the provisions of this Section 3.4 shall supersede any conflicting or inconsistent provisions of said provisions; and further provided, that with respect to any such arbitration, (i) the list of proposed arbitrators referred to in Rule E-4 shall be returned with any names stricken within five (5) days from the date of mailing by the AAA of the list of proposed arbitrators; (ii) the parties shall notify the AAA by telephone, within four (4) days of any objections to the arbitrator appointed and shall have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with Rule E-4(c); (iii) the notice of the hearing on the matter shall be four (4) days in advance of the hearing and (iv) the hearing shall be held within five (5)

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days after the appointment of the arbitrator.  Time shall be of the essence as to the time periods set forth in this Section 3.4.

(b)It is expressly understood that the decision of any arbitrator in accordance with this Section 3.4 shall be final and binding  upon the parties hereto and non-appealable.  The arbitrator conducting any arbitration shall be bound by the provisions of this Agreement and shall not have the power to add to, subtract from, or otherwise modify such provisions.  The Company and Executive agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder which shall be binding and conclusive on the parties and shall constitute an “award” by the arbitrator within the meaning of the AAA rules and applicable laws.

ARTICLE IV

Confidentiality, Noncompete, Nonsolicitation

4.1Confidential Information.  Executive acknowledges that the information, observations and data obtained by him while employed by the Company or any other member of the Company Group (whether prior to or during the Employment Period) concerning the business or affairs of any member of the Company Group (“Confidential Information”) are the property of the Company or such other member of the Company Group.  Therefore, Executive agrees that he shall not disclose to any unauthorized person or use for his own account any Confidential Information without the prior written consent of the Company Board, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act.  Executive shall deliver to the Company at the termination of Executive’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) and the business of the Company Group which he may then posses or have under his control.

4.2Inventions and Patents.  Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Company Group’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive while employed by the Company or any other member of the Company Group (whether prior to or during the Employment Period) (the “Work Product”) belong to the Company or such other member of the Company Group.  Executive will promptly disclose such Work Product to the Company Board and perform all actions reasonably requested by the Company Board (whether during or after Executive’s Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

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4.3Noncompete, Nonsolicitation

(a)Executive acknowledges that in the course of his employment with the Company or any other member of the Company Group he has become familiar, and he will become familiar, with the Company Group’s trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company Group.  Therefore, Executive agrees that, during the time he is employed by the Company or any other member of the Company Group and for so long as Executive is entitled to receive severance payments hereunder or otherwise or for twenty-four (24) months thereafter if Executive voluntarily resigns (the “Noncompete Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business with any person (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with the businesses of any member of the Company Group as such businesses exist or are in process on the Date of Termination of Executive’s employment, within any geographical area in which the Company Group engages or plans on the Date of Termination of Executive’s employment to engage in such businesses.  Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

(b)During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any other member of the Company Group to leave the employ of the Company or such other member of the Company Group, or in any way interfere with the relationship between any member of the Company Group and any employee thereof, (ii) hire any person who was an employee of the Company or any other member of the Company Group at any time within the six-month period prior to the Date of Termination of Executive’s employment with the Company or any other member of the Company Group, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, franchisor or other business relation of the Company or any other member of the Company Group to cease doing business with the Company or such other member of the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee, franchisor or business relation and the Company or any other member of the Company Group.

(c)Executive agrees that: (i) the covenants set forth in this Section 4.3 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement.

(d)If, at the time of enforcement of this Section 4.3, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the state duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

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ARTICLE V

Miscellaneous

5.1Withholding Taxes.  The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

5.2Successors: Binding Agreement.

(a)This Agreement shall not be terminated by any merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any other member of the Company Group (a “Business Combination”). In the event of any Business Combination, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the Person to which such assets are transferred (the “Surviving Company”) and such Surviving Company shall be treated as the Company hereunder.

(b)This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die and, under the terms of this Agreement, any payment would be required to Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such Person or Persons appointed in writing by Executive to receive such amounts or, if no Person is so appointed, to Executive’s estate.

5.3Notice.

(a)For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) Business Days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

If to the Executive:	At the last known address shown in the Company’s personnel records
If to the Company or Holdings:	Euramax Holdings, Inc.
	5445 Triangle Parkway
	Suite 350
	Norcross, Georgia 30092
	ATTN: Corporate Secretary

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b)A written notice of Executive’s Date of Termination by the Company or Executive, as the case may be, to the other, shall (1) indicate the specific termination provision in this Agreement relied upon, (2) to the extent applicable, set forth in

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reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (3) specify the Termination Date. The failure by Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstances in enforcing Executive’s or the Company’s rights hereunder.

5.4Full Settlement.  From and after the Effective Date, this Agreement constitutes the entire agreement between the parties hereto, and supersede all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof.  In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable or benefits provided to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment and shall not be reduced by offset against any amount claimed to be owed by the Executive to the Company.

5.5Governing Law, Validity.  The interpretation, construction and performance of this agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Delaware without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement, which other provisions shall remain in full force and effect.  Other than those disputes that will be governed by Section 3.4 of this Agreement, in the event of any dispute, claim, or litigation arising out of or relating in any way to this Agreement, the parties hereby agree and consent to be subject to the jurisdiction of the state courts of Fulton County, Georgia.  The parties hereby irrevocably waive, to the fullest extent permitted by law, (a) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such court, (b) any claim that any suit, action or proceeding brought in such court has been brought in an inconvenient forum, and (c) any defense that it may now or hereafter have based on lack of personal jurisdiction in such forum.

5.6Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

5.7Miscellaneous.  No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries pursuant to this Agreement are in addition to any rights of, or

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benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries under any other employee benefit plan or compensation program of the Company.

IN WITNESS WHEREOF, each of the Company and Holdings has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

EURAMAX HOLDINGS, INC.		EXECUTIVE:
By:	/s/	/s/ Scott Vansant
		Scott Vansant
Title:
EURAMAX INTERNATIONAL, INC.
By:	/s/
Title:

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EX-10.12

Exhibit 10.12

R E S T R I C T E D  S T O C K  A G R E E M E N T

Non-transferable

G R A N T  T O

(“Grantee”)

by Euramax Holdings, Inc. (the “Company”) of

shares of its Class A voting common stock, $1.00 par value (the “Shares”)

pursuant to and subject to the provisions of the Euramax Holdings, Inc. Executive Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

Unless vesting is accelerated in accordance with Section 2 of the terms and conditions of this Agreement or in the discretion of the Committee, the Shares will vest (become non-forfeitable) in accordance with the following schedule:

Continuous Status as a Participant after Grant Date	Percent of Shares Vested
1 year	25	%
2 years	50	%
3 years	75	%
4 years	100	%

By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan.  Grantee also hereby agrees to having received a copy of the Plan.

IN WITNESS WHEREOF, Grantee and Euramax Holdings, Inc., acting by and through its duly authorized officers, have caused this Agreement to be executed as of the Grant Date.

EURAMAX HOLDINGS, INC.
By:
	Name:	Mitchell B. Lewis
	Its:	President and CEO
GRANTEE
Name:
Grant Date:

1

TERMS AND CONDITIONS

1.Restrictions.  The Shares are subject to each of the following restrictions and forfeiture conditions.  “Restricted Shares” mean those Shares that are subject to the restrictions and forfeiture conditions imposed hereunder which restrictions have not then expired or terminated.  Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, encumbered or hypothecated to or in favor of any party other than the Company or an Affiliate, or be subjected to any lien, obligation or liability of Grantee to any party other than the Company or an Affiliate.

If Grantee’s Continuous Status as a Participant with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 2 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of Grantee’s termination of Continuous Status as a Participant and such Restricted Shares shall revert to the Company immediately following the event of forfeiture.

The restrictions and forfeiture conditions imposed under this Section 1 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.

2.Expiration and Termination of Restrictions.  The Restricted Shares will become vested, and the restrictions and forfeiture conditions imposed under Section 1 will expire, on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

(a)As to the percentage of the Restricted Shares specified on page 1 hereof, on the respective date(s) specified on page 1 hereof, conditioned upon Grantee’s Continuous Status as a Participant as of such respective date(s); or

(b)As to all of the Restricted Shares, on the date of termination of Grantee’s Continuous Status as a Participant by reason of Grantee’s death or Disability; or

(c)As to all of the Restricted shares, on the occurrence of a Change in Control.

Grantee acknowledges and agrees that, Shares which become vested and are no longer subject to the restrictions and forfeiture conditions imposed under Section 1 may be subject to additional transfer and other restrictions and requirements under the Stockholders Agreement.

3.Delivery of Shares.  The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the Company until all the restriction on all Restricted Shares have expired, or the Grantee is no longer an employee or director of the Company or an affiliate of the Company, at which time they will be delivered to Grantee as soon as practical thereafter.  If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws):

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Euramax Holdings, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of Euramax Holdings, Inc.”

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Stock certificates for the Shares without the first above legend shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.  The Shares also may be subject to additional restrictions and requirements under the Stockholders Agreement, including without limitation, a written agreement by Grantee that Grantee is bound by the terms of the Stockholders Agreement and, accordingly, may bear additional restrictive legends.

4.Voting and Dividend Rights.  Grantee shall not have voting or dividend rights with respect to the Shares during the Restricted Period.

5.Changes in Capital Structure.  The provisions of the Plan shall apply in the case of a change in the capital structure of the Company.

6.No Right of Continued Employment or Service.  Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment or service at any time, nor confer upon Grantee any right to continue in the employ or service of the Company or any Affiliate.

7.Payment of Taxes.  Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code.  To effect such election, Grantee may file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations.  Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount.  The obligations of the Company under this Agreement are conditioned upon such payment or arrangements, and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

8.Amendment.  The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.

9.Plan Controls.  The terms contained in the Plan are incorporated into and made a part of this Agreement, and this Agreement shall be governed by and construed in accordance with the Plan.  In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

10.Successors.  This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.

11.Severability.  If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

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12.Notice.  Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid.  Notices to the Company must be addressed to: Euramax Holdings, Inc., 5445 Triangle Parkway, Suite 350, Norcross, GA 30092, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

4

EX-10.13

Exhibit 10.13

EURAMAX HOLDINGS, INC.

2011 Phantom Stock Plan

April 15, 2011

EURAMAX HOLDINGS, INC.

2011 Phantom Stock Plan

SECTION 1

GENERAL

1.1. Purpose. The Euramax Holdings 2011 Phantom Stock Plan (the “Plan”) has been established by Euramax Holdings, Inc., a Delaware Corporation (the “Company”), to link Participants’ interests with those of the Company’s shareholders through compensation that is linked to the equity value of the Company; and thereby promote the long-term financial interest of the Company and its Subsidiaries, including the growth in value of the Company’s equity and enhancement of long-term shareholder return.

1.2. Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible Employees, those persons who will be granted one or more Awards under the Plan, and thereby become “Participants” in the Plan.

1.3. Operation, Administration, and Definitions. The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section 3 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section 8 of the Plan).

SECTION 2

PHANTOM SHARES

2.1. Definition of Phantom Share.

A “Phantom Share” is a hypothetical unit of value that entitles the Participant to receive a payment (in cash, shares of stock or other property, as provided in the Plan or in an Award Agreement) equal in value to the Fair Market Value (as defined in Section 8(e) below) of a Phantom Share at the time of payout or when the payout amount is determined.

2.2. Number and Form of Awards. Each Participant will receive only one Award under the Plan, unless the Committee determines, in its sole discretion, that additional Awards

1

should be made to a Participant.  Each Award will consist of a specified number of Phantom Shares, which number need not be the same for each participant.

2.3. Minimum Fair Market Value.   Except for adjustments to Awards as described in Section 3.2(d) and notwithstanding anything to the contrary contained herein, no Award shall be payable to any Participant unless the Fair Market Value (as defined in Section 8(e) herein) of a Phantom Share is at least $425.

2.4.  Vesting.  Awards shall be subject to vesting requirements as determined by the Committee and set forth in individual Award Agreements.

2.5. Settlement of Awards. The settlement of Phantom Share Awards shall be made in accordance with such terms and conditions and during such periods as may be established by the Committee, as set forth in individual Award Agreements.  Settlement of Phantom Share Awards will be made in cash, unless an alternative form of payment is determined by the Committee.

SECTION 3

OPERATION AND ADMINISTRATION

3.1. Effective Date. Subject to the approval of the Board, the Plan shall be effective as of April 1, 2011 (the “Effective Date”).  No new Awards may be made under the Plan after the five (5) year anniversary of the Effective Date; however, the Plan shall remain in effect as long as any Awards under it are outstanding.

3.2. Shares Subject to Plan. The number of Phantom Shares for which Awards may be granted under the Plan shall be subject to the following:

(a) Subject to the following provisions of this subsection 3.2, the maximum number of Phantom Shares that may be awarded to Participants and their beneficiaries under the Plan shall be equal to 5,000 Phantom Shares.

(b) To the extent any Phantom Shares covered by an Award are forfeited, such Phantom Shares shall not be deemed to have been awarded for purposes of determining the maximum number of Phantom Shares available for award under the Plan.

(c) The maximum number of Phantom Shares that may be covered by Awards granted to any one individual pursuant to Section 2 shall be 300 Phantom Shares.

(d) In the event of a corporate transaction involving the equity of the Company (including, without limitation, any stock issuance, stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the Committee shall make an

2

appropriate adjustment to the Awards to prevent dilution or enlargement of rights immediately resulting from such transaction, subject to approval by the Board.  Action by the Committee may include: (i) adjustment of the number of Phantom Shares which may be delivered under the Plan; (ii) adjustment of the number of Phantom Shares subject to outstanding Awards; (iii) adjustment of the calculation of the Fair Market Value under Section 8(e) herein; and (iv) any other adjustments that the Committee determines to be equitable.  Upon approval of the Committee’s adjustments by the Board, the adjustments made by the Committee shall be final and binding upon the Participants under the Plan and under any outstanding Award Agreements.  The Committee shall give prompt notice to all Participants of any adjustment pursuant to this Section 3.2(d).

3.3. General Restrictions. Notwithstanding any other provision of the Plan, the Company shall have no liability to make any other distribution of benefits under the Plan unless such delivery or distribution (i) would comply with all applicable laws, and the applicable requirements of any securities exchange or similar entity, and (ii) would not violate any provisions of any material agreements to which the Company is a party.

3.4. Tax Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, or through the surrender of amounts to which the Participant is otherwise entitled under the Plan.

3.5. Payments.Except in the event a Listing has occurred, in which case the Awards may be settled in shares of stock or cash, in the sole discretion of the Committee. Awards will be settled in cash. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine; provided, however, that such conditions, restrictions and contingencies are set forth in the applicable Award Agreement to which such conditions, restrictions and contingencies apply.

3.6. Transferability. Except as otherwise provided by the Committee, Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution.

3.7. Agreement with Company. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written document as is determined by the Committee (an “Award Agreement”). A copy of such document shall be provided to the Participant, and the Committee may, but need not require that the Participant shall sign a copy of such document. Such document is referred to in the Plan as an Award Agreement regardless of whether any Participant signature is required. An Award Agreement may also contain any terms, covenants, and restrictions the Committee shall deem necessary, including without

3

limitation, provisions relating to the ownership of inventions and non-disclosure, non-recruitment, non-solicitation, non-competition, and other restrictive covenants.  No Award shall be valid unless evidenced by an Award Agreement.

3.8. Action by Company or Subsidiary. Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution of its Board of Directors, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized to act for the Board, or (except to the extent prohibited by applicable law) by a duly authorized officer of such company, or by any other persons or persons approved by the Board.

3.9. Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

3.10. Limitation of Implied Rights.

(a) Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in their sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

(b) The Plan does not constitute a contract of employment, and selection as a Participant will not give any participating employee the right to be retained in the employ of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan and the Award Agreement. Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a shareholder of the Company unless Awards are settled in shares of stock, and until the date on which the holder thereof fulfills all conditions for receipt of such rights.

3.11. Section 409A.  It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code.  The Plan and all Award Agreements shall be construed in a manner that effects such intent.  Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed.  Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

4

SECTION 4

CHANGE IN CONTROL

Subject to the provisions of paragraphs 2.3 (relating to the minimum Fair Market Value of Phantom Shares required for a payout) and 3.2(d) (relating to the adjustment of shares), and except as otherwise provided in the Plan or the Award Agreement reflecting the applicable Award, upon the occurrence of a Change in Control, all outstanding Phantom Shares shall become fully vested, and the Participant will receive in settlement of each outstanding Phantom Share within 30 days after such Change in Control a cash payment equal to the Fair Market Value of a Phantom Share determined as of the Change in Control.

SECTION 5

COMMITTEE

5.1. Administration. The authority to control and manage the operation and administration of the Plan shall be vested in a committee (the “Committee”) in accordance with this Section 5. The Committee shall initially be the Compensation Committee of the Company.  If the Committee does not exist, or for any other reason determined by the Board, the Board may change the membership of the Committee and take any action under the Plan that would otherwise be the responsibility of the Committee.

5.2. Powers of Committee. The Committee’s administration of the Plan shall be subject to the following:

(a) Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the Eligible Employees those persons who shall receive Awards, to determine the time or times of receipt, to determine the number of Phantom Shares covered by the Awards, to establish the terms, conditions, vesting, performance criteria, restrictions, form and timing of payout,  and other provisions of such Awards, and (subject to the restrictions imposed by Section 6) to terminate the Plan.

(b) To the extent that the Committee determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.

5

(c) The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(d) Any interpretation of the Plan by the Committee and any decision made by it under the Plan (subject to approval of the Board where required by the Plan) is final and binding on all persons.

(e) In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the articles and shareholder agreements of the Company, and applicable corporate law.

5.3. Delegation by Committee. Except to the extent prohibited by applicable law, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

SECTION 6

AMENDMENT AND TERMINATION

The Board may, at any time, amend or terminate the Plan, provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board.

SECTION 7

GOVERNING LAW

The Plan shall be construed and its provisions enforced and administered in accordance with the laws of the State of Georgia and the United States of America.

6

SECTION 8

DEFINED TERMS

In addition to the other definitions contained herein, the following definitions shall apply:

(a) Award. The term “Award” shall mean any award of Phantom Shares granted under the Plan.

(b) Board. The term “Board” shall mean the Board of Directors of the Company.

(c) Change in Control. Unless deemed to be otherwise by the Board, a “Change in Control” shall be deemed to have occurred if (i) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of the Securities Exchange Act of 1934 (the “1934 Act”)) of any party to such merger of consolidation, (ii) the Company shall sell at least 50% of its assets by value in a single transaction or in a series of transactions to another corporation which is not a wholly owned subsidiary of the Company, or (iii) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Securities Exchange Act of 1934, shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record).  For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Securities and Exchange Act of 1934.

(d) Eligible Employee. The term “Eligible Employee” shall mean any key executive or other management employee of the Company or a Subsidiary, except for the Company’s Chief Executive Officer. An Award may be granted to an employee, in connection with hiring, retention or otherwise, prior to the date the employee first performs services for the Company or the Subsidiaries, provided that such Awards shall not become vested prior to the date the employee first performs such services.

(e) Fair Market Value.   The “Fair Market Value” of a Phantom Share shall be determined by the following rules:

(i)If no Change in Control or Listing has occurred, Fair Market Value shall be equal to the equity value of the Company divided by the total number of shares of the Company’s common stock outstanding, where the equity value shall be determined by multiplying the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the most recent four fiscal quarters ended on or prior to the Measurement Date (upon the audit or SAS 100 review of such four quarters or fiscal year, as appropriate) by seven and one-half (7.5), and (1) reducing that total by the total

7

third-party bank debt outstanding as of the end of such four fiscal quarter period and (2) adding any cash held by the Company as the end of such four fiscal quarter period, unless an alternative method is determined in good faith by the Committee and approved by the Board.

(ii)If a Listing has occurred, Fair Market Value as of a particular date shall be equal to the closing sales price of the Company’s common stock on the principal exchange on which the stock is listed on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported.

(iii)If a Change in Control has occurred, Fair Market Value shall be equal to the value of the consideration to be received for one share of the Company’s common stock in connection with the Change in Control.

(f) Listing.  “Listing” shall mean the listing of all or any part of any class of the equity stock of the Company on a securities exchange.

(g)  Measurement Date.  “Measurement Date” shall mean the date as of which the Phantom Shares are valued for purposes of determining the amount payable to the Participant under an Award.

(h) Subsidiaries. The term “Subsidiary” means any company during any period in which it is a “subsidiary corporation” (as that term is defined in the Internal Revenue Code of 1986, section 424(f), as amended) with respect to the Company.

8

BENEFICIARY DESIGNATION FORM

EURAMAX HOLDINGS, INC.

2011 PHANTOM STOCK PLAN

I wish to designate the following person(s) as my beneficiary(ies) to receive my Phantom Shares, if any, under the Euramax Holdings, Inc. 2011 Phantom Stock Plan (the “Plan”) in the event of my death.  I reserve the right to change this designation with the understanding that this designation, and any change thereof, will be effective only upon deliver to Euramax Holdings, Inc.  The right to settlement of my Phantom Shares under the Plan, if any, will be transferred to my primary beneficiaries who survive me, and to my secondary beneficiaries who survive me only if none of my primary beneficiaries survive me.

1.  PRIMARY BENEFICIARY

Name of Beneficiary Percentage Relationship

2.  SECONDARY BENEFICIARY

Name of Beneficiary Percentage Relationship

I acknowledge that execution of this form and delivery thereof to Euramax Holdings, Inc. revokes all prior beneficiary designations I have made with respect to my outstanding awards under the Plan.

(Participant’s signature) (Date)

9

EX-10.14

Exhibit 10.14

Euramax International, Inc.

Euramax Incentive Compensation Plan

February 4, 2010

Amended January 14, 2011

Euramax International, Inc.

Euramax Incentive Compensation Plan

			Page
1.	Purpose		1
2.	Definitions		1
3.	Administration		4
4.	Awards		4
	(a)	Performance Objectives, Target Awards and Award Levels	4
	(b)	Determination of Awards	5
	(c)	Payment of Final Awards	6
5.	General Provisions		7
	(a)	Taxes	7
	(b)	Limitations on Rights Conferred under Plan and Beneficiaries	7
	(c)	Unfunded Status of Awards; Creation of Trusts	8
	(d)	Governing Law; Arbitration	8
	(e)	Amendment and Termination of Plan and Awards	8
	(f)	Effective Date	8
6.	Change in Control		9
	(a)	Payment of Awards	9
	(b)	Other Plan Provisions Unaffected	9

Euramax International, Inc.

EURAMAX INCENTIVE COMPENSATION PLAN

1.Purpose. The purpose of this Euramax Incentive Compensation Plan (the “Plan”) is to assist Euramax International, Inc. (the “Company”) and its subsidiaries in motivating high performance employees who occupy key positions and contribute to the growth and annual profitability of the Company and its subsidiaries through the award of annual incentives.

2.Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:

(a)“Award” means the fixed amount or percentage of Salary payable to a Participant as determined pursuant to Section 4.

(b)“Award Level” means the percentage of a fixed amount of Salary payable to a Participant based on the level of Performance Objectives achievement as determined pursuant to Section 4(a).

(c)“Beneficiary” with respect to Senior Executive Participants means the person, persons, trust or trusts which have been designated by the Senior Executive Participant in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan in the event of the Senior Executive Participant’s death; Beneficiary with respect to all other Participants shall mean the person, persons, trust or trusts which have been designated by the Participant in his or her most recent beneficiary designation to receive the benefits specified under the Company’s Group Life Insurance Plan. In either case, if there is no designated Beneficiary or surviving designated Beneficiary, then Beneficiary shall mean the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

(d)“Board” means the Company’s Board of the Directors.

(e)“Business Development” means the aggregate net revenues, or net margin, as determined for each Operating Unit individually and the Company as a whole, which relate to new products or new customers that are identified as Business Development targets for the applicable Performance Year.

(e)“Cause” means (i) the willful and continued failure by the Participant to perform substantially his/her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant by the CEO or the President of the Company which specifically identifies the manner in which the Participant has not substantially performed his duties, (ii) the willful engagement by the Participant in conduct which is not authorized by the Board of Directors of the Company or within the normal course of the Participant’s business decisions and is known by the Participant to be

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materially detrimental to the best interests of the Company or any of its subsidiaries, or (iii) the willful engagement by the Participant in illegal conduct or any act of serious dishonesty which adversely affects, or, in the reasonable estimation of the Board of Directors of the Company, could in the future adversely affect, the value, reliability or performance of the Participant to the Company in a material manner. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. Notwithstanding the foregoing, a Participant shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Participant written notice specifying the basis of the “Cause”. In such event, the Participant will be given an opportunity, together with his counsel, to be heard before the Board so that the Board may determine if, the Participant was guilty of the conduct set forth above in (i), (ii) or (iii) of this subparagraph, in which event the determination of the Board shall be binding on the Participant

(f)“CEO” means the Chief Executive Officer of the Company.

(g)“Change in Control” shall occur if and when any person or entity which is not as of the date hereof a shareholder or affiliate of a shareholder of the Company (i) becomes a record or beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (whether by merger, consolidation, recapitalization, reorganization, purchase of outstanding share capital or otherwise) or (ii) purchases all or substantially all of the consolidated assets of the Company, in each case, which purchase has been approved by the Board and the holders of a majority of the outstanding ordinary shares of the Company voting together as a single class.

(h)“Committee” means the Board of the Company or such committee as may be designated by the Board to administer the Plan.

(i)“Company” means Euramax International, Inc., a company incorporated in the State of Delaware or any successor corporation.

(j)“Days Sales in Working Capital” means, as to the Company, or as to the relevant Operating Unit, the sum of trade accounts receivable (including notes receivable resulting from a customer’s issuance of a note in exchange for amounts owed under trade terms and net of appropriate reserves), inventory (net of appropriate reserves), and accounts payable (vouchered and unvouchered), as shown on each of the 13 (December to December) unaudited monthly balance sheets of the Company (or of the relevant Operating Unit) prepared in the ordinary course by the Company for a Performance Year divided by the Company’s or Operating Units’ last twelve months net sales, multiplied by 364, in a 52 week year and by 371 in a 53 week year.

(k)“EBITDA” means, as to the Company, the Company’s and its subsidiaries’

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operating earnings on a consolidated basis, or as to an Operating Unit, that Operating Unit’s operating earnings for the Performance Year, determined based on generally accepted accounting principles, consistently applied, before deducting depreciation and amortization based upon the annual financial statements certified by the independent certified public accountants regularly employed by the Company to audit its books and records.

(l)“Eligible Employee” means each officer and other employees of the Company or its subsidiaries who are deemed to impact the Company’s annual results, as determined by the Committee.

(m)“Executive Participant” means each Participant who has been designated as such by the CEO with Committee approval and who is not a Senior Executive Participant.

(n)“Operating Unit” means a subsidiary, business division or operating unit of the Company, designated as such by the CEO, for which a Participant works.

(o)“Participant” means Senior Executive Participants, Executive Participants and all other Eligible Employees designated to participate in the Plan for a designated Performance Year. Any additions to the Participant list in effect upon the adoption of this Plan must be approved by the CEO.

(p)“Plan” means this Euramax Incentive Compensation Plan.

(q)“Performance Objectives” means the measure of performance specified by the Committee (or the CEO, if assigned by the Committee) in accordance with Section 4(a), the achievement of which will trigger the vesting of Awards.

(r)“Performance Year” means the fiscal year performance during all or part of which a Participant’s entitlement to receive payment of an Award is based.

(s)“Permanent Disability” means a Participant is unable to perform, by reason of physical or mental incapacity, his employment duties to the Company, for a period of one hundred twenty (120) consecutive days or a total period of two hundred ten (210) days in any three hundred sixty (360) day period.

(t)“Salary” means a participant’s annual base salary rate as in effect on September 30 of each Performance Year or, in the event of a Participant’s termination during a Performance Year, on the date of termination.

(u)“Senior Executive Participants” mean the CEO, CFO and any Vice President of the Company.

(v)“Target Award” means a fixed amount or specified percentage of a Participant’s Salary payable based upon 100% achievement of Performance Objectives, and as described more fully in Exhibit A.

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3.Administration.

(a)Authority of the Committee. The Plan shall be administered by the Committee. The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to select Participants, grant Awards, determine the type, number, and other terms and conditions of, and all other matters relating to, Awards, prescribe Award agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan.

(b)Manner of Exercise of Committee Authority. The Committee shall exercise sole and exclusive discretion on any matter relating to a Participant. Any action of the Committee shall be final, conclusive, and binding on all persons, including the Company, the Operating Units, Participants, persons claiming rights from or through a Participant, and stockholders. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any subsidiary, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform administrative functions and to perform such other functions as the Committee may determine.

(c)Limitation of Liability. The Committee may appoint agents to assist it in administering the Plan. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or employee of the Company or a subsidiary, the Company’s independent certified public accountants, or any other agent assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Company or a subsidiary acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

4.Awards.

(a)Performance Objectives, Target Awards and Award Levels.

(i)Prior to February 15 of each Performance Year (or as promptly as practicable thereafter), the Committee (or the CEO, if assigned by the Committee) shall establish Performance Objectives for each Participant for such Performance Year.  The Committee (or the CEO, if assigned by the Committee) may, from time to time, change the Performance Objectives to specify different measures of performance of the Company and

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its subsidiaries on a consolidated basis, or of each Operating Unit within the Company, measures of individual performance of the Participant, or such other objective (and combinations of objectives) the achievement of which is expected to benefit the Company and its stockholders. A single Performance Objective may be specified for all Participants, or separate Performance Objectives may be specified for different groups of Participants or for individual Participants.

(ii)Prior to February 15 of each Performance Year (or as promptly as practicable thereafter), the Committee (or the CEO, if assigned by the Committee) shall establish Target Awards and, if deemed appropriate, Award Levels. Such Target Awards will specify the Award payable to each Participant upon 100% achievement of the Performance Objectives applicable to such Participant. In addition, Award Levels may be established to determine whether, and the extent to which, a portion of the Target Award shall be payable to a Participant if the applicable Performance Objectives are not fully achieved, and whether, and the extent to which, payments in addition to the Target Award shall be made if the applicable Performance Objectives are exceeded. The Target Awards for the Performance Year and the manner for calculating Awards is set forth on Exhibit A attached hereto, which may from time to time be amended by the Board.

(iii)The Committee (or the CEO, if assigned by the Committee) is authorized at any time during or after a Performance Year, in its sole and absolute discretion, to adjust, modify, or specify new Performance Objectives, Target Awards, Award Levels and related terms and conditions, (x) in recognition of unusual or nonrecurring events affecting the Company or any Operating Unit or the financial statements of the Company or any Operating Unit, or in response to changes in applicable laws, regulations or accounting principles, (y) with respect to any Participant whose position or duties with the Company or any Operating Unit changes during a Performance Year, or (z) with respect to any person who first becomes a Participant after the first day of the Performance Year.

(b)Determination of Awards.

(i)As promptly as practicable following approval by the Board of the annual audit of the Company performed by the independent certified public accountants employed by the Company in respect of a Performance Year, the Committee (or the CEO, if assigned by the Committee) shall determine whether and the extent to which Performance Objectives applicable to Participants were achieved and the Awards that correspond to such achievement and/or allocations as specified under the Award Levels for the Performance Year. All Awards shall be based on the annual financial statements of the Company as certified by the independent certified public accountants regularly employed by the Company to audit its books and records. Actual performance shall be calculated after accrual for all bonuses and Awards. Exchange rates as published in the Company’s annual budget shall be used to convert local currencies into U.S. dollars for the purposes of determining the Company’s earnings and Return for bonus calculations notwithstanding the actual exchange rate as of the date of calculation. The Committee may, in its sole and

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absolute discretion, in view of the Committee’s assessment of the business strategy of the Company and subsidiaries, performance of comparable organizations, economic and business conditions, and any of the circumstances deemed relevant, increase or decrease final Award amounts otherwise determined under the first sentence of this Section 4(b)(i).

(ii)Each Participant shall be entitled to an Award in accordance with the Target Award and any Award Levels (as adjusted) applicable to him or her based on the extent to which the Performance Objectives applicable to him or her have been achieved, provided, however, that the Committee may determine, in its sole and absolute discretion, that a Participant shall not receive an Award if the Participant has received an unsatisfactory personal performance assessment for the Performance Year (whether or not such personal performance assessment was a component of the Participant’s Performance Objectives for the Performance Year).

(iii)Unless otherwise determined by the Committee, if a Participant ceases to be employed by the Company or an Operating Unit prior to the payment of the Award for any reason (including, without limitation, by reason of the sale of all or substantially all of the assets of the Participant’s Operating Unit or the sale, transfer or exchange of such Operating Unit’s outstanding securities (whether by merger, consolidation, recapitalization, reorganization, sale of outstanding share capital or otherwise) to an entity which is neither another Operating Unit of, nor affiliated with, the Company) other than death, retirement, disability (as determined by the Committee) or transfer to an Operating Unit or to another Operating Unit, such Participant shall not be entitled to receive any portion of his or her Award for such Performance Year unless otherwise determined by the Committee (or the CEO if assigned by the Committee) in its sole and absolute discretion. If such cessation of employment results from such Participant’s death, retirement, disability (as determined by the Committee) or transfer to an Operating Unit or to another Operating Unit, the Committee (or the CEO if assigned by the Committee) shall estimate in its sole and absolute discretion the level of achievement of Performance Objectives applicable to such Participant during the period of such Performance Year prior to such cessation, and such Participant or his or her Beneficiary shall be entitled to receive payment of the percentage of his or her Target Award or Award Level amount as determined in accordance with this Section 4(b)(iii) for the pro rata portion of such Performance Year during which such Participant was employed by the Company or an Operating Unit, unless payment of a greater percentage is approved in the sole and absolute discretion of the Committee.

(c)Payment of Final Awards.

(i)Except as otherwise provided in paragraph (ii) and (iii) below, each Participant shall receive payment, in a cash lump sum, of his or her final Award as soon as practicable following the determination in respect thereof made pursuant to Section 4(b) (a “Section 4(c)(i) Payment Date”).

(ii)In the event of the death of a Participant, any payments hereunder

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due to such Participant shall be paid to his or her Beneficiary at the time such payment otherwise would have been made. In the event of the normal retirement or Permanent Disability of a Participant, any payments hereunder due to such Participant shall be paid to such Participant at the time such payment otherwise would have been made.

(iii)In the event of a Change in Control, any payments hereunder due to such Participant shall be paid in a cash lump sum no later than fifteen (15) days after a Change in Control.

5.General Provisions

(a)Taxes. The Company or any subsidiary is authorized to withhold from any Award granted, any payment relating to an Award under the Plan or any payroll or other payment to a Participant, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority for the Company to withhold payments in satisfaction of a Participant’s tax obligations.

(b)Limitations on Rights Conferred under Plan and Beneficiaries.

(i)Status as a Participant shall not be construed as a commitment that any Award will become payable under the Plan. Nothing in the Plan shall be deemed to give any Eligible Employee any right to participate in the Plan except in accordance herewith.

(ii)Nothing contained in the Plan or in any documents related to the Plan or to any Award shall confer upon any Eligible Employee or Participant any right to continue as an Eligible Employee, Participant or in the employ of the Company or a subsidiary or constitute any contract or agreement of employment, or interfere in any way with the right of the Company or a subsidiary to reduce such person’s compensation, to change the position held by such person or to terminate the employment of such Eligible Employee or Participant, with or without cause, but nothing contained in this Plan or any document related thereto shall affect any other contractual right of any Eligible Employee or Participant.

(iii)Except as specifically authorized in this Plan, no benefit payable under, or interest in, this Plan shall be transferable by a Participant except by will or the laws of descent and distribution or otherwise be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempted action shall be void and no such benefit or interest shall be, in any manner, liable for, or subject to, debts, contracts, liabilities, engagements or torts of any Eligible Employee or Beneficiary. Any attempt at transfer, assignment or other alienation prohibited by the preceding sentence

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shall be disregarded and all amounts payable hereunder shall be paid only in accordance with the provisions of the Plan.

(c)Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any amounts payable to a Participant pursuant to an Award, nothing contained in the Plan (or in any documents related thereto), nor the creation or adoption of the Plan, the grant of any Award, or the taking of any other action taken pursuant to the provisions of the Plan shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

(d)Governing Law; Arbitration. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award agreement shall be determined in accordance with the Georgia Business Corporation Code, to the extent applicable, other laws (including those governing contracts) of the State of Georgia, without giving effect to principles of conflicts of laws, and applicable federal law. If any provision hereof shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue to be fully effective. Any dispute or controversy arising under or in connection with this Plan shall be settled exclusively by arbitration in Atlanta, Georgia by three arbitrators in accordance with the rules of the American Arbitration Association in effect at the time of submission to arbitration. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of settling any dispute or controversy arising hereunder or for the purpose of entering any judgment upon an award rendered by the arbitrators, the Company and the Participant hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the Northern District of Georgia, (ii) any of the courts of the State of Georgia, or (iii) any other court having jurisdiction. The Company and the Participant hereby waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to such jurisdiction and any defense of inconvenient forum. The Company and the Participant hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The costs and expenses of the arbitration, including without limitation the legal fees and expenses of both parties, shall be borne by the party against whom the award is entered as determined by the arbitrators, in their sole discretion.

(e)Amendment and Termination of Plan and Awards. Notwithstanding anything herein to the contrary, the Board of Directors may, at any time, terminate or, from time to time, amend, modify or suspend the Plan and the terms and provisions of any Awards theretofore awarded to any Participants which have not been settled by payment. No Award may be granted during any suspension of the Plan or after its termination.

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(f)Effective Date. The Plan shall become effective upon its approval by the Board. The Plan shall remain in effect until such time as it may be terminated pursuant to Section 5(e).

6.Change in Control.

(a)Payment of Awards.

(i)Notwithstanding any provision of this Plan to the contrary, in the event of a Change in Control, a Participant shall be entitled to receive any unpaid Excess Award in respect of a prior Performance Year and an Award for the Performance Year in progress on the date of such Change in Control, equal to a pro rata portion of his or her full Target Award for such Performance Year as if 100% of the Performance Objectives were fully met based on the number of days from the beginning of the Performance Year to the date of the Change in Control.

(ii)All amounts payable pursuant to this Section 6(a) shall be made in a cash lump sum to the Participant no later than fifteen (15) days after the date of a Change in Control. Nothing in the Plan shall prevent the Committee from continuing Awards, to the extent not paid under this provision, after a Change in Control.

(b)Other Plan Provisions Unaffected. Nothing in this Section 6 shall affect the operation of the provisions of this Plan prior to a Change in Control.

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EX-10.15

Exhibit 10.15

AMENDMENT NUMBER ONE

TO THE EURAMAX INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN

THIS AMENDMENT to the Euramax International, Inc. Supplemental Executive Retirement Plan (the “Plan”), is adopted by Euramax International, Inc. (the “Company”), effective as of January 1, 2009.

WITNESSETH:

WHEREAS, the Company currently maintains the Plan; and

WHEREAS, the Company previously reserved the right to amend the Plan through action of the Board of Directors or a committee thereof (the “Board”);

NOW, THEREFORE, the Board amends the Plan as follows:

1.

Effective January 1, 2009, Section 2.7 is hereby amended to read as follows:

2.7Constructive Termination: A Constructive Termination shall be deemed to occur (i) solely upon the occurrence of a Change of Control in the event that Executive’s employment with Euramax International, Inc., is terminated, or (ii) upon Executive’s Separation from Service within one year following such Change of Control if the Executive is subject to a material reduction in duties or compensation or authority or is required to relocate from Atlanta, Georgia.

2.

Effective January 1, 2009, a new Section 2.16A is hereby added as follows:

2.16ASeparation from Service: Separation from Service shall mean separation from service as determined under Code Section 409A and applicable guidance thereunder. For purposes of this Plan, references to a “termination,” “termination of employment” or like terms shall mean “Separation from Service” as defined in herein.

3.

Effective January 1, 2009, the introductory paragraph to Section 3.3 is hereby amended to read as follows:

3.3Benefit Forms and Commencement: Upon the earliest of the following of (a), (b), (c) or (d), the Executive shall receive his benefit in the form of a Lump Sum.

4.

Effective January 1, 2009, Section 3.3(b) is hereby amended to read as follows:

(b)Disability Payment. In the event that benefits become payable due to a Total and Permanent Disability, the benefit (which is fixed and payable as of the date of the Executive’s Separation from Service due to a Total and Permanent Disability), will be payable in a lump sum calculated under Section 2.19 on the basis of the Executive’s then attained age, as of the first day of the month coincident with or next following the date the Executive is determined to have sustained a Total and Permanent Disability.

5.

Effective January 1, 2009, Section 3.5 is hereby amended to read as follows:

3.5Time of Benefit Payment. Payments of Benefits shall commence as soon as administratively feasible, but no later than 90 days following the date such benefits become payable pursuant to Section 3.3, above.

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************

Except as amended herein, the Plan shall continue in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed effective as of the dates set forth above.

		EURAMAX INTERNATIONAL, INC.
Date	12/31/2005	By	/s/ S. Kirk Huddleston
			Name	S. Kirk Huddleston
			Title	Assistant Treasurer

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EURAMAX HOLDINGS, INC.

AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective June    , 2005

This Amended and Restated Euramax Holdings, Inc. Supplemental Executive Retirement Plan was originally effective upon the Closing, as defined in the Stock Purchase Agreement dated April 15, 2003 by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the Company’s stockholders named therein. This amendment and restatement of the Plan is being adopted in order to permit the Plan to comply with the provisions of Section 409A of the Code. Capitalized terms used and not otherwise defined herein shall have the meaning set forth in Article 2 hereof.

ARTICLE 1 - PURPOSE OF PLAN

Section 1.1Purpose: The purpose of this Plan is to provide supplemental retirement benefits to Mitchell B. Lewis and R. Scott Vansant. The benefits to be provided under this Plan are intended to supplement other retirement benefits provided by the Company through plans qualified under Section 401(a) of the Internal Revenue Code of 1986, nonqualified plans, and the federal Social Security system of the United States. The benefits to be provided under this Plan are intended to be provided in a manner that complies with the requirements of Code Section 409A and the regulations promulgated thereunder.

Section 1.2Design: The Plan is designed to provide supplemental retirement benefits as described in Section 3.3.

ARTICLE 2 - DEFINITIONS

Section 2.1Affiliate: At any time (i) any trade or business, whether incorporated or unincorporated, which at such time is considered to be under common control with the Company or any other company participating in this Plan under regulations prescribed by the Secretary of the Treasury pursuant to Code Section 414(b), (c) or (o); and (ii) any person or organization which at such time is a member of an affiliated service group (as defined in Code Section 414(m)) with the Company or any other company participating in this Plan.

Section 2.2Board: The Board of Directors of Euramax Holdings, Inc..

Section 2.3Change-In-Control: The sale of Euramax Holdings, Inc., in a single transaction or a series of related transactions, to an independent third party (which is not an Affiliate of any member of the Investor Group) pursuant to which such third party acquires (a) a greater percentage of the fully diluted voting power represented by the share capital and other securities of Euramax Holdings, Inc. than that owned

and controlled by the Investor Group immediately following such transaction (whether by merger, consolidation, recapitalization, reorganization, purchase of the outstanding share capital or otherwise), or (b) all or substantially all of the consolidated assets of Euramax Holdings, Inc., in each case, which sale has been approved by the Board and the holders of a majority of the outstanding ordinary shares of Euramax Holdings, Inc., voting together as a single class. The consummation of the transactions contemplated by the Agreement and Plan of Merger by and among GSCP Emax Acquisition, LLC, Emax Merger Sub, Inc. and the Company, dated as of April 12, 2005, as amended, shall constitute a Change-in-Control.

Section 2.4Code: The Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.

Section 2.5Company: Euramax International, Inc., which, upon the consummation of the transactions contemplated by the Agreement and Plan of Merger by and among GSCP Emax Acquisition, LLC, Emax Merger Sub, Inc. and the Company, dated as of April 12, 2005, as amended, shall thereafter be called Euramax Holdings, Inc.

Section 2.6Compensation and Employee Benefits Committee: The Compensation and Employee Benefits Committee as established by the Board.

Section 2.7Constructive Termination: A Constructive Termination shall be deemed to occur solely upon the occurrence of a Change of Control in the event that Executive’s employment with the Company is terminated by the Company or the Executive is subject to a material reduction in duties or compensation or authority or is required to relocate from Atlanta, Georgia and subsequently terminates his employment with the Company, in either case, within one year following such Change of Control.

Section 2.8Executive: Executive shall mean each of Mitchell B. Lewis and R. Scott Vansant.

Section 2.9Investor Group: Collectively, the individuals and entities party to the Shareholders Agreement dated September 25, 1996, and any successor agreement thereto, and each of their respective Affiliates.

Section 2.10Life Annuity: An income payable monthly, beginning as of the first day of the month for which the Executive’s Plan benefits are scheduled to commence under this Plan and ending as of the first day of the month in which the Executive dies.

Section 2.11Lump Sum: The full single cash payment of the balance of a Executive’s vested benefit, the value of which shall be the Value Equivalent of a Life Annuity (reduced for early commencement, if necessary).

Section 2.12Plan: The “Amended and Restated Euramax Holdings, Inc. Supplemental Executive Retirement Plan,” as set forth herein or in any amendment hereto.

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Section 2.13Plan Administrator: The individual or committee appointed by the Board, who shall have the same powers and those duties with respect to the Plan as those described in the Euramax Saving Plan. The Plan Administrator is the named fiduciary for purposes of the Employee Retirement Income Security Act of 1974, as amended.

Section 2.14Plan Year: The calendar year.

Section 2.15Retirement Date: The first day of the month coincident with or next following the date the Executive attains age 55 and actually terminates employment with the Company, or, in the event that there has been a Change-in-Control and the Executive’s employment with the Company has terminated prior to his attainment of age 55 (other than pursuant to a Constructive Termination), the first day of the month in which the Executive attains age 55.

Section 2.16Spouse: The individual to whom the Executive is legally married as of the earlier of the Executive reaching his Retirement Date, suffering a Total and Permanent Disability, death, or upon the Change-In-Control of the Company.

Section 2.17Total and Permanent Disability means the Executive has become “Disabled” as that term is defined in Section 409 A(a)(2)(C) of the Code.

Section 2.18           Value Equivalent: The Life Annuity amount, as adjusted in the manner set forth below to calculate a Lump Sum:

Lump Sum Factor The Life Annuity Amount will be converted to a lump sum using the applicable mortality table and the applicable interest rate both as prescribed by section 417(e)(3) of the Code or any applicable provision of successor legislation, provided that the lump sum amount payable at age 65 will be $500,000.

ARTICLE 3 - BENEFITS

Section 3.1Benefit Amount: The “Benefit” is a Lump Sum single cash payment that is the Value Equivalent of an annual amount payable in the form of a Life Annuity starting at age 65 and equal to $46,000. At the time of the Executive’s Retirement Date, death, Total and Permanent Disability, or Constructive Termination, the above dollar amount shall be multiplied by the following payment reduction factor, provided that in the event of a Constructive Termination or Total and Permanent Disability prior to age 55, the Executive shall be deemed to have

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attained age 55 at the time of such Constructive Termination or Total and Permanent Disability.

Age At Retirement Date, Death, Disability or Change-in-control	Payment Reduction Factor
65 and later	100	%
64	96	%
63	92	%
62	88	%
61	84	%
60	80	%
59	76	%
58	72	%
57	68	%
56	64	%
55	60	%

Section 3.2Forfeiture of Benefit: If it is the conclusion of the Board that the Executive has engaged in any acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing, in each case that results in substantial harm to the business or property of the Company, he shall forfeit and be ineligible to receive any benefits under this Plan, and any benefits paid to such Executive (or Spouse) can be recovered by the Company. The recovery of any benefits paid to such Executive shall not preclude the Company from taking any other actions against the Executive.

Section 3.3Benefit Forms and Commencement: The Executive shall receive a full single cash payment of the Lump Sum upon the first day of the month immediately following the earliest to occur of:

(a)           the Executive’s Retirement Date;

(b)           the Executive’s Total and Permanent Disability;

(c)           the Executive’s death; and

(d)           the Executive’s Constructive Termination.

Section 3.4Vesting of Benefits: An Executive’s benefits under this Plan are not vested until the earlier of the date the Executive attains age 55, dies, becomes Totally and Permanently Disabled, or the occurrence of a Change-in-Control. If an Executive’s employment with the Company terminates, for any reason, before his benefits have vested, the Executive will not be entitled to any benefits hereunder.

Section 3.5Mental or Legal Incompetence: The Company, in its sole discretion, may make distribution to the guardian or other legal representative of the Executive or

4

Spouse, if the Executive or Spouse is determined by a court of proper jurisdiction to be mentally or legally incompetent to receive such benefit distribution. Any such distribution shall be in full and complete satisfaction of any and all claims whatsoever by or on behalf of such Executive under this Plan against the Company, the Plan Administrator, any member of the Board, other Executives or officers of the Company, other employees, shareholders and any other person acting on behalf of them.

Section 3.6Benefits Unfunded: The benefits payable under the Plan shall be paid by the Company and shall not be funded.

ARTICLE 4 - MISCELLANEOUS

Section 4.1Amendment or Termination: The Board, or the Compensation and Employee Benefits Committee of the Board, shall have the right to amend this Plan from time to time and to terminate this Plan at any time; provided, however, except as provided in Section 3.2, no such action shall reduce the Executive’s Accrued Benefit (defined for this purpose as the Life Annuity to which Executive would be entitled as of the date of such action under Sections 2.11 and 3.1 and adjusted, if necessary, to its Value Equivalent under Section 2.18) or defer the time for paying such benefits under Section 3.3.

Section 4.2Company Liability: Nothing in this Plan shall be construed to limit in any way the right of the Company to terminate the employment of the Executive at any time; or to be evidence of any agreement or understanding, express or implied, that the Company or any affiliate company will employ the Executive in any particular position or at any particular rate or remuneration or for any particular period of time.

Section 4.3Indemnification: The Company shall indemnify and hold harmless the Administrator, any member thereof and any employee who may act on behalf of the Company in the administration of this Plan from and against any liability, loss, cost or expense (including reasonable attorneys’ fees) incurred at any time as a result of or in connection with any claims, demands, actions or causes of action of the Executive, any person claiming through or under any of them, or any other person, party or authority claiming to have an interest in this Plan or standing to act for any persons or groups having an interest in this Plan, for or on account of, any of the acts or omissions (or alleged acts or omissions) of the Administrator, any member thereof or any such employee, except to the extent resulting from such person’s willful misconduct.

Section 4.4Tax Effects: This Plan is intended to comply with the requirements, conditions and limitations of Section 409A of the Code and the regulations promulgated thereunder from time to time. Any word, phrase, clause, provision or term of this Plan that conflicts with Section 409A of the Code or such regulations or would otherwise cause an acceleration of income recognition, or the payment of tax

5

penalties or interest under Section 409A of the Code shall be null and void, ab intio and the Company and the Executive shall amend the Plan as and when needed in order for it to be in compliance with such section and regulations.

Section 4.5No Assignment: Binding Effect: Neither the Executive nor Spouse shall have the right to alienate, assign, commute or otherwise encumber his benefit for any purpose whatsoever, and any attempt to do so shall be disregarded completely as null and void. The provisions of this Plan shall be binding on the Executive and on each person who claims a benefit under him and on the Company.

Section 4.6Construction: This Plan shall be construed in accordance with the laws of the State of Delaware. The headings and subheadings in this Plan have been inserted for convenience of reference only and are to be ignored in construction of the provisions of this Plan. In the construction of this Plan, the masculine shall include the feminine and the singular the plural wherever appropriate.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and seal this Amended and Restated Supplemental Executive Retirement Plan as of this       day of June, 2005.

PLAN SPONSOR:
EURAMAX HOLDINGS INC.
By:	/s/ J. David Smith
	J. David Smith
Title:		Chairman, President & CEO
			(CORPORATE SEAL)
			Attest:
			Title:

6

EX-12.1

Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

(In thousands except ratio of earnings to fixed charges)

	Six Months Ended						Year Ended
	July 1, 2011			July 2, 2010			December 31, 2010			December 25, 2009			December 26, 2008			December 28, 2007			December 29, 2006
Earnings:
Loss from continuing operations before income taxes	$	(10,715	)	$	(26,518	)	$	(52,849	)	$	(85,595	)	$	(539,272	)	$	(45,766	)	$	(7,217	)
Fixed charges	29,797			37,346			70,492			86,697			112,987			87,290			76,589
Total earnings	$	19,082		$	10,828		$	17,643		$	1,102		$	(426,285	)	$	41,524		$	69,372
Fixed charges:
Interest expense	$	28,752		$	36,251		$	68,333		$	84,204		$	109,527		$	84,923		$	74,675
Implicit interest in rent expense	1,045			1,095			2,159			2,493			3,460			2,367			1,914
Total fixed charges	$	29,797		$	37,346		$	70,492		$	86,697		$	112,987		$	87,290		$	76,589
Ratio of earnings to fixed charges	0.64		x	0.29		x	0.25		x	0.01		x	(3.77		)x	0.48		x	0.91		x

EX-21.1

Exhibit 21.1

List of Subsidiaries

Amerimax Building Products, Inc.

Amerimax Fabricated Products, Inc.

Amerimax Finance Company, Inc.

Amerimax Home Products, Inc.

Amerimax Richmond Company

AMP Commercial, Inc.

Amerimax UK, Inc.

Berger Building Products, Inc.

Berger Holdings, Ltd.

Euramax International, Inc.

Fabral, Inc.

Fabral Holdings, Inc.

Elbee Limited

EMAX Metals LLC

EMAX North LP

EMAX Products LLC

Euramax BV

Euramax Canada, Inc.

Euramax Canada Holdings, Inc.

Euramax Coated Products B.V.

Euramax Coated Products Limited

Euramax Continental Limited

Euramax Europe B.V.

Euramax Europe Limited

Euramax European Holdings B.V.

Euramax European Holdings Limited

Euramax Holdings Limited

Euramax Industries S.A.

Euramax International Holdings B.V.

Euramax International Holdings Limited

Euramax International Limited

Euramax Netherlands B.V.

Euramax UK Limited

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated March 4, 2011, in the Registration Statement (Form S-4 No. 333-          ) and related Prospectus of Euramax International, Inc. for the registration of $375,000,000 of its 9 ½% Senior Secured Notes due 2016.

/s/ Ernst & Young LLP

Atlanta, Georgia

August 29, 2011

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

EURAMAX INTERNATIONAL, INC.

and the Guarantor Registrants Listed in the Table Below

(Exact name of obligor as specified in its charter)

Delaware	04-3818543
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor as Specified in its Charter(1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Amerimax Building Products, Inc.	Delaware	3444	75-2670496
Amerimax Fabricated Products, Inc.	Delaware	3444	58-2260346
Amerimax Finance Company, Inc.	Delaware	6719	52-2237169
Amerimax Home Products, Inc.	Delaware	3444	23-2860729
Amerimax Richmond Company	Indiana	6719	35-1995557
Amerimax UK, Inc.	Delaware	6719	52-1994016
AMP Commercial, Inc.	Delaware	6719	20-2208994
Berger Building Products, Inc.	Pennsylvania	3444	23-0403055
Berger Holdings, Ltd.	Pennsylvania	3444	23-2160077
Euramax Holdings, Inc.	Delaware	3444	58-2502320
Fabral Holdings, Inc.	Delaware	6719	34-1787702
Fabral, Inc.	Delaware	3444	58-1374624

5445 Triangle Parkway, Suite 350Norcross, GA	30092
(Address of principal executive offices)	(Zip code)

9 1/2% Senior Secured Notes due 2016

(Title of the indenture securities)

Item 1.General Information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.  Foreign Trustee.Not applicable.

Item 16.  List of Exhibits.List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.See Exhibit 2

Exhibit 4.Copy of By-laws of the trustee as now in effect.***

Exhibit 5.Not applicable.

Exhibit 6.The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.Not applicable.

Exhibit 9.Not applicable.

*Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

**Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 3rd day of August, 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Stefan Victory

Stefan Victory

Vice President

EXHIBIT 6

August 3, 2011

Securities and Exchange Commission

Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Stefan Victory

Stefan Victory

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2011, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	24,433
Interest-bearing balances		66,533
Securities:
Held-to-maturity securities		0
Available-for-sale securities		154,068
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		4,142
Securities purchased under agreements to resell		15,186
Loans and lease financing receivables:
Loans and leases held for sale		21,688
Loans and leases, net of unearned income	689,075
LESS: Allowance for loan and lease losses	17,922
Loans and leases, net of unearned income and allowance		671,153
Trading Assets		33,481
Premises and fixed assets (including capitalized leases)		8,103
Other real estate owned		4,705
Investments in unconsolidated subsidiaries and associated companies		566
Direct and indirect investments in real estate ventures		107
Intangible assets
Goodwill		20,936
Other intangible assets		25,816
Other assets		53,916
Total assets		$	1,104,833
LIABILITIES
Deposits:
In domestic offices		$	761,154
Noninterest-bearing	181,676
Interest-bearing	579,478
In foreign offices, Edge and Agreement subsidiaries, and IBFs		93,814
Noninterest-bearing	1,901
Interest-bearing	91,913
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		3,170
Securities sold under agreements to repurchase		13,304

	Dollar Amounts
	In Millions
Trading liabilities	20,222
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)	39,048
Subordinated notes and debentures	17,392
Other liabilities	31,532
Total liabilities	$	979,636
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	519
Surplus (exclude all surplus related to preferred stock)	99,145
Retained earnings	18,601
Accumulated other comprehensive income	5,614
Other equity capital components	0
Total bank equity capital	123,879
Noncontrolling (minority) interests in consolidated subsidiaries	1,318
Total equity capital	125,197
Total liabilities, and equity capital	$	1,104,833

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Carrie Tolstedt
Michael Loughlin

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

FOR TENDER OF
ALL OUTSTANDING
9¹/2% SENIOR SECURED NOTES DUE 2016
IN EXCHANGE FOR
9¹/2% SENIOR SECURED NOTES DUE 2016
OF

EURAMAX INTERNATIONAL, INC.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                  , 2011 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY EURAMAX INTERNATIONAL, INC. IN ITS SOLE DISCRETION. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. 

Exchange Agent:

WELLS FARGO BANK, NATIONAL ASSOCIATION

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480	Wells Fargo Bank , N.A. Corporate Trust Operations MAC N9303-121 6th St & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Building—12th Floor 608 Second Avenue South Minneapolis, MN 55402
By facsimile: (For Eligible Institutions only): (612) 667-9825 Confirmation: (800) 344-5128

DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        By execution hereof, the undersigned acknowledges receipt of the Prospectus dated                        , 2011 (the "Prospectus") of Euramax International, Inc. (the "Company") which, together with this Letter of Transmittal (the "Letter of Transmittal"), constitute the Company's offer (the "Exchange Offer") to exchange up to $375,000,000 principal amount of its 9¹/2% Senior Secured Notes due 2016 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $375,000,000 principal amount of its issued and outstanding 9¹/2% Senior Secured Notes due 2016 (the "Outstanding Notes"). The terms of the Exchange Notes are substantially identical to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the transfer restrictions, registration rights and additional interest provisions relating to the Outstanding Notes will not apply to the Exchange Notes.

        This Letter of Transmittal is to be used by Holders (as defined below) if: (i) certificates representing Outstanding Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of Outstanding Notes is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company ("DTC"), Euroclear Bank S.A./N.V., as operator of the Euroclear system ("Euroclear"), or Clearstream Banking S.A. ("Clearstream") by any financial institution that is a participant in DTC, Euroclear or Clearstream, as applicable, and whose name appears on a security position listing as the owner of Outstanding Notes (such participants, acting on behalf of Holders, are referred to herein, together with such Holders, as "Acting Holder"); or (iii) tender of Outstanding Notes is to be made according to the guaranteed delivery procedures. DELIVERY OF DOCUMENTS TO DTC, EUROCLEAR OR CLEARSTREAM DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

        If delivery of the Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, Euroclear or Clearstream as set forth in (ii) in the immediately preceding paragraph, this Letter of Transmittal need not be manually executed; provided, however, that tenders of Outstanding Notes must be effected in accordance with the procedures mandated by DTC's Automated

Tender Offer Program ("ATOP") or by Euroclear or Clearstream, as the case may be. To tender Outstanding Notes in this manner, the electronic instructions sent to DTC, Euroclear or Clearstream and transmitted to the Exchange Agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal.

        Unless the context requires otherwise, the term "Holder" for purposes of this Letter of Transmittal means: (i) any person in whose name Outstanding Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered Holder or (ii) any participant in DTC, Euroclear or Clearstream whose Outstanding Notes are held of record by DTC, Euroclear or Clearstream who desires to deliver such Outstanding Notes by book-entry transfer at DTC, Euroclear or Clearstream.

        The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

        The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent.

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

        List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separate signed schedule affixed hereto. Tenders of Outstanding Notes will be accepted only in authorized denominations of $2,000 and integral multiples of $1,000 in excess thereof.

DESCRIPTION OF OUTSTANDING NOTES

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))		Certificate or Registration Numbers(s) of Outstanding Notes*	Aggregate Principal Amount Represented by Outstanding Notes	Aggregate Principal Amount of Outstanding Notes Being Tendered (if less than all)**
			Total Principal Amount of Outstanding Notes	$
*	Need not be completed by Holders tendering by book-entry transfer.
**	Unless otherwise indicated in this column, the holder will be deemed to have tendered all Outstanding Notes held by the Registered Holder(s) listed in the previous column. See instruction 2.

o

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DTC, EUROCLEAR OR CLEARSTREAM TO THE EXCHANGE AGENT'S ACCOUNT AT DTC, EUROCLEAR OR CLEARSTREAM AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution:

        DTC, Euroclear or Clearstream Book-Entry Account:

        Transaction Code No.:

        Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available, or (ii) who cannot deliver their Outstanding Notes, the Letter of Transmittal or any other required documents to the Exchange Agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures and must also complete the Notice of Guaranteed Delivery.

o

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Holder(s) of Outstanding Notes:

        Window Ticket No. (If Any):

        Date of Execution of Notice of Guaranteed Delivery:

        Name of Eligible Institution that Guaranteed Delivery:

        DTC, Euroclear or Clearstream Book-Entry Account No.:

        If Delivered by Book-Entry Transfer:

                Name of Tendering Institution:

        Transaction Code:

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

        Name:

        Address:

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the above-described aggregate principal amount of Outstanding Notes. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered herewith, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Outstanding Notes and the Exchange Notes) to cause the Outstanding Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Outstanding Notes.

        The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offer—Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company) as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

        By tendering, each Holder of Outstanding Notes represents to the Company that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such Holder, (ii) at the time of the commencement of the Exchange Offer neither the Holder of Outstanding Notes nor, to the knowledge of such Holder, any such other person receiving Exchange Notes from such Holder is engaged in or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer in violation of the provisions of the Securities Act, (iii) neither the Holder nor, to the knowledge of such Holder, any such other person receiving Exchange Notes from such Holder is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act, or if the Holder or such other person is an "affiliate", it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and (iv) if the Holder or such other person is a broker-dealer that holds Notes that were acquired for its own account as a result of market-making or other trading activities (other than Notes acquired directly from the Company or any of its affiliates), such Holder or other person will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by it in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Outstanding Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent, with written confirmation of any oral notice to be given promptly thereafter, and complied with the applicable provisions of the Registration Rights Agreement. If any tendered Outstanding Notes are not accepted for exchange pursuant to the Exchange Offer for any reason or if Outstanding Notes are submitted for a greater aggregate principal amount than the Holder desires to exchange, such unaccepted or non-exchanged Outstanding Notes will be returned without expense to the tendering Holder thereof (or, in the case of Outstanding Notes tendered by book-entry transfer

into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to customary book-entry transfer procedures, such non-exchanged Notes will be credited to an account maintained with such Book-Entry Transfer Facility) promptly after the expiration or termination of the Exchange Offer.

        All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns.

        The undersigned understands that tenders of Outstanding Notes pursuant to the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

        Unless otherwise indicated under "Special Issuance Instructions," please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange and return any Outstanding Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Outstanding Notes tendered by DTC, Euroclear or Clearstream, by credit to the respective account at DTC, Euroclear or Clearstream). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange and any certificates for Outstanding Notes not tendered or not exchanged (and accompanying documents as appropriate) to the undersigned at the address shown below the undersigned's signatures, unless, in either event, tender is being made through DTC, Euroclear or Clearstream. In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange and return any Outstanding Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Outstanding Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Outstanding Notes so tendered.

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS OF WHETHER OUTSTANDING NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)

        This Letter of Transmittal must be signed by the Holder(s) of Outstanding Notes exactly as their name(s) appear(s) on certificate(s) for Outstanding Notes or, if tendered by a participant in DTC, Euroclear or Clearstream, exactly as such participant's name appears on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under "Capacity" and submit evidence satisfactory to the Company of such person's authority to so act. See Instruction 3 herein. If the signature appearing below is not of the registered Holder(s) of the Outstanding Notes, then the registered Holder(s) must sign a valid proxy.

X		Date:
X		Date:
	Signature(s) of Registered Holder(s) or Authorized Signatory

Names:		Address:
	(Please Print)		(Including ZIP Code)

  
Capacity(ies): Area Code and Telephone No.:

Social Security No(s).:

PLEASE COMPLETE FORM W-9 HEREIN

SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Dated: , 2011

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)

            To be completed ONLY if certificates for Outstanding Notes in a principal amount not tendered or exchanged are to be issued in the name of, or certificates for the Exchange Notes issued pursuant to the Exchange Offer are to be issued to the order of, someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the chart entitled "Description of Outstanding Notes" within this Letter of Transmittal, or if Outstanding Notes tendered by book-entry transfer that are not accepted are maintained at DTC, Euroclear or Clearstream other than the account indicated above.

Name:

Address:

(Please Print)

Zip Code:

Taxpayer Identification or Social Security

Number: (See Form W-9 herein)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)

            To be completed ONLY if certificates for Outstanding Notes in a principal amount not tendered or exchanged or the Exchange Notes issued pursuant to the Exchange Offer are to be sent to someone other than the person or person(s) whose signature(s) appear(s) within this Letter of Transmittal or to an address different from that shown in the chart entitled "Description of Outstanding Notes" within this Letter of Transmittal or to be credited to an account maintained at DTC, Euroclear or Clearstream other than the account indicated above.

Name:

Address:

(Please Print)

Zip Code:

Taxpayer Identification or Social Security

Number: (See Form W-9 herein)

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

        1.     DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. The certificates for the tendered Outstanding Notes (or a confirmation of a book-entry into the Exchange Agent's account at DTC, Euroclear or Clearstream of all Outstanding Notes delivered electronically), as well as a properly completed and duly executed copy of this Letter of Transmittal or a facsimile hereof and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date. The Company may extend the Expiration Date in its sole discretion by a public announcement given no later than 9:00 A.M., New York City time, on the next business day following the previously scheduled Expiration Date. The method of delivery of the tendered Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. If such delivery is by mail, the Company recommends registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Outstanding Notes should be sent to the Company.

        Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Exchange Date, or who cannot complete the procedure for book-entry transfer on a timely basis must tender their Outstanding Notes and follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery, overnight courier or facsimile transmission) setting forth the name and address of the Holder of the Outstanding Notes, the certificate number or numbers of such Outstanding Notes and the principal amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or copy thereof) (or electronic instructions containing the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal) together with the certificate(s) representing the Outstanding Notes (or a confirmation of electronic mail delivery of book-entry delivery into the Exchange Agent's account at DTC, Euroclear or Clearstream) and any of the required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal (or copy thereof) (or electronic instructions containing the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal), as well as all other documents required by this Letter of Transmittal, and the certificate(s) representing all tendered Outstanding Notes in proper form for transfer (or a confirmation of electronic mail delivery of book-entry delivery into the Exchange Agent's account at DTC, Euroclear or Clearstream), must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Any Holder of Outstanding Notes who wishes to tender these Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the Expiration Date.

        All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Company's acceptance of which would, in the opinion of the Company or the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes based on the specific facts or circumstances. Notwithstanding the forgoing, the Company does not expect to treat any Holder of Outstanding Notes differently to the

extent they present the same facts or circumstances. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) either before or after the Expiration Date will be in its sole discretion and will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived and will be returned without cost by the Exchange Agent to the tendering Holders of Outstanding Notes, unless otherwise provided in this Letter of Transmittal, promptly after the expiration or termination of the Exchange Offer.

        2.     PARTIAL TENDERS; WITHDRAWALS. If less than all Outstanding Notes are tendered, the tendering Holder should fill in the number of Outstanding Notes tendered in the fourth column of the chart entitled "Description of Outstanding Notes." All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If not all Outstanding Notes are tendered, Outstanding Notes for the principal amount of Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If not all Outstanding Notes are tendered, a certificate or certificates representing Exchange Notes issued in exchange of any Outstanding Notes tendered and accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box in this Letter of Transmittal or unless tender is made through DTC, Euroclear or Clearstream, promptly after the Outstanding Notes are accepted for exchange.

        3.     SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy hereof) is signed by the registered Holder of the Outstanding Notes tendered hereby, the signature must correspond with the name as written on the face of the Outstanding Notes without alteration, enlargement or any change whatsoever.

        If this Letter of Transmittal (or copy hereof) is signed by the registered Holder of Outstanding Notes tendered and the certificate(s) for Exchange Notes issued in exchange therefor is to be issued (or any untendered number of Outstanding Notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered Outstanding Note, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Outstanding Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature on the endorsement or bond power guaranteed by an Eligible Institution.

        If this Letter of Transmittal (or copy hereof) is signed by a person other than the registered Holder of Outstanding Notes listed therein, such Outstanding Notes must be endorsed or accompanied by properly completed bond powers which authorized such person to tender the Outstanding Notes on behalf of the registered Holder, in either case signed as the name of the registered Holder appears on the Outstanding Notes.

        If this Letter of Transmittal (or copy hereof) or any Outstanding Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

        Endorsements on Outstanding Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by an Eligible Institution.

        Signatures on this Letter of Transmittal (or copy hereof) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or

correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution") unless the Outstanding Notes tendered pursuant thereto are tendered (i) by a registered Holder (including any participant in DTC, Euroclear or Clearstream whose name appears on a security position listing as the owner of Outstanding Notes) who has not completed the box set forth herein entitled "Special Issuance Instructions" or "Special Delivery Instructions" of this Letter of Transmittal or (ii) for the account of an Eligible Institution.

        4.     SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.    Tendering Holders should include, in the applicable spaces, the name and address to which Exchange Notes or substitute Outstanding Notes for the aggregate principal amount not tendered or exchanged are to be sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of tender of the Outstanding Notes through DTC, Euroclear or Clearstream, if different from the account maintained at DTC, Euroclear or Clearstream indicated above). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

        5.     TRANSFER TAXES.    Holders who tender their Outstanding Notes for Exchange Notes will not be obligated to pay any transfer taxes in connection with the exchange. If, however, certificates representing Exchange Notes, or Outstanding Notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Outstanding Notes tendered hereby, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

        Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.

        6.     WAIVER OF CONDITIONS.    The Company reserves the absolute right to amend, waive or modify, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus. Notwithstanding the foregoing, in the event of a material change in the Exchange Offer, including the Company's waiver of a material condition, the Company will extend the Exchange Offer period if necessary so that at least five business days remain in the Exchange Offer following notice of the material change.

        7.     MUTILATED, LOST, STOLEN OR DESTROYED NOTES.    Any Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

        8.     REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address specified in the Prospectus.

        9.     IRREGULARITIES.    All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Letters of Transmittal or Outstanding Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of the Company or the Company's counsel, be unlawful. The Company also reserves the right to waive any defaults, irregularities or conditions of tender as to the particular Outstanding Notes covered by any Letter of Transmittal or tendered pursuant to such Letter of Transmittal based on the specific facts or circumstances. Notwithstanding the forgoing, the Company does not expect to treat any Holder of Outstanding Notes differently to the extent they present the same facts or circumstances. None of the Company, the Exchange Agent or any other

person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Company's interpretation of the terms and conditions of the Exchange Offer either before or after the Expiration Date shall be final and binding.

        10.   NO CONDITIONAL TENDERS.    No alternative, conditional, irregular or contingent tenders will be accepted unless consented to by the Company. All tendering holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

        11.   DEFINITIONS.    Capitalized terms used in this Letter of Transmittal and not otherwise defined have the meanings given in the Prospectus.

        IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.

(DO NOT WRITE IN THE SPACE BELOW)

Certificate Surrendered	Outstanding Notes Tendered	Outstanding Notes Accepted
Delivery Prepared by	Checked by:	Date:

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Exhibit 99.1

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF
ALL OUTSTANDING
9¹/2% SENIOR SECURED NOTES DUE 2016
IN EXCHANGE FOR
9¹/2% SENIOR SECURED NOTES DUE 2016
OF

EURAMAX INTERNATIONAL, INC.

        Registered holders of outstanding 9¹/2% Senior Secured Notes due 2016 (the "Outstanding Notes") of Euramax International, Inc. (the "Company") who wish to tender their Outstanding Notes in exchange for a like principal amount of 9¹/2% Senior Secured Notes due 2016 (the "Exchange Notes") of the Company, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to Wells Fargo Bank, National Association (the "Exchange Agent"), prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery) or mail to the Exchange Agent. See "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2011 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY EURAMAX INTERNATIONAL, INC. IN ITS SOLE DISCRETION. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. 

Exchange Agent:

WELLS FARGO BANK, NATIONAL ASSOCIATION

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480	Wells Fargo Bank , N.A. Corporate Trust Operations MAC N9303-121 6th St & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Building—12th Floor 608 Second Avenue South Minneapolis, MN 55402
By facsimile: (For Eligible Institutions only): (612) 667-9825 Confirmation: (800) 344-5128

FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT 1-(800) 344-5128, OR BY FACSIMILE AT (612) 667-6282.

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies & Gentlemen:

        The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus.

        The undersigned understand(s) that tenders of Outstanding Notes will be accepted only in authorized denominations of $2,000 and integral multiples of $1,000 in excess thereof. The undersigned understand(s) that tenders of Outstanding Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date. Tenders of Outstanding Notes may also be withdrawn if the Exchange Offer is terminated without any such Outstanding Notes being purchased thereunder or as otherwise provided in the Prospectus.

        All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Authorized Signatory:	Name(s) of Registered Holder(s):
Principal Amount of Outstanding Notes Tendered:	Address:
	Area Code and Telephone No.:
Certificate No(s). of Outstanding Notes (if available):	If Outstanding Notes will be delivered by book-entry transfer at The Depository Trust Company ("DTC"), Euroclear Bank S.A./N.V., as operator of the Euroclear system ("Euroclear"), or Clearstream Banking S.A. ("Clearstream"), insert DTC, Euroclear or Clearstream Account No.:

Date:

2

        This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Outstanding Notes exactly as its (their) name(s) appear on certificates for Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

3

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or a correspondent in the United States or an "eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") hereby (a) represents that each holder of Outstanding Notes on whose behalf this tender is being made "own(s)" the Outstanding Notes covered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of Outstanding Notes complies with such Rule 14e-4, and (c) guarantees that, within three New York Stock Exchange trading days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal, together with certificates representing the Outstanding Notes covered hereby in proper form for transfer and required documents will be deposited by the undersigned with the Exchange Agent.

THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND OUTSTANDING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm:	Authorized Signature
Address:	Name:

Title:

Area Code and Telephone No. Date:

4

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Exhibit 99.2

PLEASE PRINT NAME(S) AND ADDRESS(ES)
GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE)

EX-99.3

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Exhibit 99.3

INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
OF
9¹/2% SENIOR SECURED NOTES DUE 2016
OF

EURAMAX INTERNATIONAL, INC.

To Registered Holder:

        The undersigned hereby acknowledges receipt of the Prospectus dated                        , 2011 (the "Prospectus") of Euramax International, Inc. (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), which constitute the Company's offer (the "Exchange Offer") to exchange (1) up to $375,000,000 principal amount of its new 9¹/2% Senior Secured Notes due 2016 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $375,000,000 principal amount of its issued and outstanding 9¹/2% Senior Secured Notes due 2016 (the "Outstanding Notes"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.

        The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):

        $            of 9¹/2% Senior Secured Notes due 2016

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

        o To TENDER the following Outstanding Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered (if any)):

        $            of 9¹/2% Senior Secured Notes due 2016.

        o NOT to TENDER any Outstanding Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such beneficial owner, (ii) the undersigned or any such other person is engaged in and does not intend to engaged in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer, and (iii) neither the undersigned nor any such other person is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act, or, if the undersigned or any such other person is such an "affiliate," that the undersigned or any such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an "affiliate" of the Company or any of the guarantors within the meaning of Rule 405 under the Securities Act) that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes issued in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s) (please print):

Signature(s):

Address:

Telephone Number:

Taxpayer identification or Social Security Number:

Date:

2

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Exhibit 99.3

EX-99.4

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Exhibit 99.4

TENDER FOR
ALL OUTSTANDING
9¹/2% SENIOR SECURED NOTES DUE 2016
IN EXCHANGE FOR
9¹/2% SENIOR SECURED NOTES DUE 2016
OF

EURAMAX INTERNATIONAL, INC.

To Our Clients:

        We are enclosing herewith a Prospectus, dated                        , 2011, of Euramax International, Inc. (the "Company") and a related Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company, to exchange up to $375,000,000 principal amount of its 9¹/2% Senior Secured Notes due 2016 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $375,000,000 principal amount of its issued and outstanding 9¹/2% Senior Secured Notes due 2016 (the "Outstanding Notes") upon the terms and subject to the conditions set forth in the Exchange Offer.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2011, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION.

THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF OUTSTANDING NOTES BEING TENDERED.

        We are the holder of record of Outstanding Notes held by us for your account. A tender of such Outstanding Notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Outstanding Notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Outstanding Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. Please so instruct us by completing, executing and returning to us the enclosed Instruction to Registered Holder from Beneficial Owner enclosed herewith. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us to tender your Outstanding Notes. We also request that you confirm with such instruction form that we may on your behalf make the representations contained in the Letter of Transmittal.

        Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will represent to the Company that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such holder, (ii) the holder of Outstanding Notes or any such other person is not engaged in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer, and (iii) neither the holder nor any such other person is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act, or, if such holder or any such other person is such an "affiliate," that such holder or any such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering holder is a broker-dealer (whether or not it is also an "affiliate" of the Company or any of the guarantors within the meaning of Rule 405 under the Securities Act) that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes issued in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Very truly yours,

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Exhibit 99.4

EX-99.5

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Exhibit 99.5

TENDER FOR
ALL OUTSTANDING
9¹/2% SENIOR SECURED NOTES DUE 2016
IN EXCHANGE FOR
9¹/2% SENIOR SECURED NOTES DUE 2016
OF

EURAMAX INTERNATIONAL, INC.

To Registered Holders:

        We are enclosing herewith the material listed below relating to the offer (the "Exchange Offer") by Euramax International, Inc. (the "Company") to exchange up to $375,000,000 principal amount of its 9¹/2% Senior Secured Notes due 2016 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $375,000,000 principal amount of its issued and outstanding 9¹/2% Senior Secured Notes due 2016 (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Prospectus, dated                        , 2011, and the related Letter of Transmittal.

        Enclosed herewith are copies of the following documents:

1.

Prospectus dated                        , 2011;



2.

Letter of Transmittal;



3.

Notice of Guaranteed Delivery;



4.

Instruction to Registered Holder from Beneficial Owner; and



5.

Letter which may be sent to your clients for whose account you hold Outstanding Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such clients' instruction with regard to the Exchange Offer.

        WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2011, UNLESS EXTENDED.

        The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered.

        Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will represent to the Company that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such holder, (ii) the holder of Outstanding Notes or any such other person is not engaged in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer, and (iii) neither the holder nor any such other person is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act, or, if such holder or any such other person is such an "affiliate," that such holder or any such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the tendering holder is a broker-dealer (whether or not it is also an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes issued in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The enclosed Instruction to Registered Holder from Beneficial Owner contains an authorization by the beneficial owner of the Outstanding Notes for you to make the foregoing representations.

        The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent for the Exchange Offer) in connection with the solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. Holders who tender their Outstanding Notes for Exchange Notes will not be obligated to pay any transfer taxes in connection with the exchange, except as otherwise provided in Instruction 5 of the enclosed Letter of Transmittal.

        Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent, Wells Fargo Bank, National Association, in the manner set forth below.

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480	Wells Fargo Bank , N.A. Corporate Trust Operations MAC N9303-121 6th St & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Building—12th Floor 608 Second Avenue South Minneapolis, MN 55402
By facsimile: (For Eligible Institutions only): (612) 667-9825 Confirmation: (800) 344-5128

Very truly yours,

Euramax International, Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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Exhibit 99.5